{"url_path":"/sec/cik-0001178879/8-k/2026-04-27/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1178879/0001140361-26-016968-index.html","accession_number":"0001140361-26-016968","cik":"0001178879","ticker":null,"issuer_name":"AMICUS THERAPEUTICS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1178879/0001140361-26-016968-index.html","primary_entity_key":"0001178879","primary_entity_name":"AMICUS THERAPEUTICS, INC."},"word_count":871,"has_tables":true,"body_markdown":"false12-31000117887900011788792026-04-272026-04-27\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON, D.C. 20549\n\nFORM 8-K\n\n \n\nCURRENT REPORT\n\nPursuant to Section 13 or 15(d)\n\nof The Securities Exchange Act of 1934\n\n \n\nDate of Report (Date of earliest event reported): April 27, 2026\n\nAMICUS THERAPEUTICS, INC.\n\n(Exact name of registrant as specified in its charter)\n\n \n\nDelaware\n\n001-33497\n\n71-0869350\n\n(State of\n\nincorporation)\n\n(Commission\n\nFile No.)\n\n(IRS Employer\n\nIdentification No.)\n\n47 Hulfish Street, Princeton, New Jersey\n\n08542\n\n(Address of principal executive offices and zip code)\n\n(Zip Code)\n\n \n\nRegistrant’s telephone number, including area code: (609)\n662-2000\n\n \n\nNot Applicable\n\n(Former name or former address, if changed since last report.)\n\n \n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions\n(see General Instruction A.2. below):\n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of Each Class\n\n \n\nTrading\n\nSymbol\n\n \n\nName of Each Exchange\n\non Which Registered\n\nCommon Stock, par value $0.01 per share\n\n \n\nFOLD\n\n \n\nNASDAQ\n\n \n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2\nof the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\n \n\nEmerging growth company ☐\n\n \n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised\nfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\nIntroductory Note\n\n \n\nAs previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”)\n\non December 19, 2025, Amicus Therapeutics, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger\n\nAgreement”), dated December 19, 2025, with BioMarin Pharmaceutical Inc., a Delaware corporation (“Parent”), and Lynx Merger Sub 1, Inc., a Delaware corporation and wholly\nowned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with\nthe Company surviving the Merger as a wholly owned subsidiary of Parent. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement.\n\n \n\nOn April 27, 2026, Merger Sub completed the Merger and merged with and into the Company, pursuant to the terms of the Merger Agreement. The Company was the surviving\ncorporation in the Merger (the “Surviving Corporation”) and, as a result, is now a wholly owned subsidiary of Parent.\n\n \n\nAt the effective time of the Merger (the “Effective Time”), each share of Company Common Stock, par value\n$0.01 per share (the “Shares”), issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) was cancelled and converted into the right\nto receive $14.50 per Share, in cash, without interest thereon (the “Merger Consideration”) and subject to any applicable withholdings of Taxes.\n\n \n\nPursuant to the Merger Agreement:\n\n \n\n•\n\nAt the Effective Time, each Company Option that was then outstanding and unexercised, whether or not vested and which had a per share exercise price that was less than the Merger Consideration\n(each, an “In the Money Option”), was cancelled and converted into the right to receive a cash payment equal to the product of (a) the excess of (i) the Merger Consideration over\n(ii) the exercise price payable per Share under such In the Money Option, multiplied by (b) the total number of Shares subject to such In the Money Option immediately\nprior to the Effective Time (without regard to vesting). In addition, at the Effective Time, each Company Option other than an In the Money Option that was then outstanding and unexercised, whether or not vested, was cancelled with no\nconsideration payable in respect thereof.\n\n \n\n•\n\nAt the Effective Time, each then outstanding Company RSU was cancelled and the holder thereof was entitled to receive a cash payment equal to the product of (x) the Merger Consideration multiplied\nby (y) the number of Shares subject to such Company RSU.\n\n \n\n•\n\nAt the Effective Time, each then outstanding Company PSU was cancelled and converted into a cash-based award, which entitled the holder thereof to receive a cash payment equal to the product of (A)\nthe number of Shares subject to such Company PSU immediately prior to the Effective Time at specified levels of performance, without any pro-ration, as of immediately prior to the Effective Time multiplied by (B) an amount equal to the Merger Consideration.\n\n \n\nThe foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its\nentirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2025 and the terms of which are incorporated herein by reference."}