UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 10-Q/A

(Amendment No. 1) 

 

(Mark One)

| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|-----------------------------------------------------------------------------------------|

For the quarterly period ended June 30, 2017

Or

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------------|

For the transition period from __________ to __________.

Commission File Number: 000-26727 

 

BioMarin Pharmaceutical Inc.

(Exact name of registrant as specified in its charter)

 

 

| Delaware                                                        |   | 68-0397820                            |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer

Identification No.) |

 

| 770 Lindaro Street, San Rafael, California |   | 94901      |
|--------------------------------------------|--------|------------|
| (Address of principal executive offices)   |   | (Zip Code) |

(415) 506-6700

(Registrant’s telephone number including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer |   | ☒                                               |   | Accelerated filer              |   | ☐ |
|-----------------------------------|--------|-------------------------------------------------------|--------|-------------------------------------|--------|---------|
|                              |   |                                                  |   |
| Non-accelerated filer             |   | ☐ (Do not check if a smaller reporting company) |   | Smaller reporting company |   | ☐ |
| Emerging growth company           |   | ☐                                               |   |                                |   |    |

If 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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 175,268,321 shares of common stock, par value $0.001, outstanding as of July 20, 2017.

 

 

 

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EXPLANATORY NOTE

BioMarin Pharmaceutical, Inc. (the “Company”) is filing this Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amendment”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, as filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2017 (the “10-Q”). This Amendment is being filed solely to re-file Exhibit 10.1 to the 10-Q (the “Exhibit”) and in connection therewith, to amend Part II, Item 6 of the 10-Q to include the re-filed Exhibit. The Exhibit redacted certain provisions in accordance with the Company’s application for confidential treatment with the SEC. In response to SEC comments, the Exhibit, as re-filed, restores certain portions that had previously been redacted. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment.

No attempt has been made in this Amendment to modify or update the other disclosures presented in the 10-Q. This Amendment does not reflect events occurring after the filing of the original 10-Q on August 2, 2017 or modify or update those disclosures that may be affected by subsequent events.

 

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| Item 6.           |         | Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-------------------|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Exhibit

Number   |    | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   2.1   |    | Purchase Agreement, dated as of November 23, 2014, among BioMarin Falcons B.V., BioMarin Pharmaceutical Inc. and Prosensa Holding N.V., previously filed with the SEC on November 26, 2014 as Exhibit 2.01 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated by reference herein.                                                                                                                                                                                                                                                                                          |
|              |         |
|   2.2   |    | Amended and Restated Termination and Transition Agreement, dated as of December 23, 2015, between BioMarin Pharmaceutical Inc. and Ares Trading S.A., previously filed with the SEC on January 7, 2016 as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference. Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the SEC.                                                                                               |
|              |         |
|   2.3   |    | Termination Agreement, dated as of October 1, 2015, between BioMarin Pharmaceutical Inc. and Ares Trading S.A., previously filed with the SEC on January 7, 2016 as Exhibit 2.2 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.  Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the SEC.                                                                                                                               |
|              |         |
|   2.4   |    | Termination and Transition Agreement, dated as of October 1, 2015, between BioMarin Pharmaceutical Inc. and Ares Trading S.A., previously filed with the SEC on January 7, 2016 as Exhibit 2.3 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference. Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the SEC.                                                                                                                      |
|              |         |
|   2.5   |    | First Amendment, dated as of December, 12, 2016, to the Amended and Restated Termination and Transition Agreement, dated as of December 23, 2015 and effective as of October 1, 2015, between BioMarin Pharmaceutical Inc. and Ares Trading S.A., previously filed with the SEC on February 27, 2017 as Exhibit 2.6 to the Company’s Annual Report on Form 10-K (File No. 000-26727), which is incorporated herein by reference. Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the SEC. |
|              |         |
|   3.1   |    | Restated Certificate of Incorporation of BioMarin Pharmaceutical Inc., previously filed with the SEC on June 12, 2017 as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                |
|              |         |
|   3.2   |    | Amended and Restated Bylaws of BioMarin Pharmaceutical Inc., previously filed with the SEC on June 15, 2015 as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                          |
|              |         |
|              |         |
|   10.1* |    | Settlement and License Agreement among BioMarin Pharmaceutical Inc., Merck & Cie and Par Pharmaceutical, Inc., dated as of April 12, 2017. Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the SEC.                                                                                                                                                                                                                                                                                         |
|              |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   10.2  |    | BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, previously filed with the SEC on June 12, 2017 as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                             |
|              |         |
|   10.3  |    | Form of Stock Options Agreement for the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, previously filed with the SEC on June 12, 2017 as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                     |
|              |         |
|   10.4  |    | Form of Agreement Regarding Restricted Stock Units for the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, previously filed with the SEC on June 12, 2017 as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                  |
|              |         |
|   10.5  |    | Form of Agreement Regarding Performance Compensation Award in the Form of Restricted Stock Units for the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, previously filed with the SEC on June 12, 2017 as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.                                                                                                                                                                                                                                                                    |
|              |         |
|              |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   31.1* |    | Certification of Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|              |         |
|   31.2* |    | Certification of Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|              |         |

 

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|   32.1**+ |    | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification accompanies this report and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended. |
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| 101.INS**           |    | XBRL Instance Document                                                                                                                                                                                                                                                                                                                                                                                 |
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| 101.SCH**           |    | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                                                                                |
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| 101.CAL**           |    | XBRL Taxonomy Extension Calculation Document                                                                                                                                                                                                                                                                                                                                                           |
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| 101.DEF**           |    | XBRL Taxonomy Extension Definition Linkbase                                                                                                                                                                                                                                                                                                                                                            |
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| 101.LAB**           |    | XBRL Taxonomy Extension Labels Linkbase Document                                                                                                                                                                                                                                                                                                                                                       |
|                |         |
| 101.PRE**           |    | XBRL Taxonomy Extension Presentation Link Document                                                                                                                                                                                                                                                                                                                                                     |

 

| * | Filed herewith. |
|---|-----------------|

| ** | Previously filed. |
|----|-------------------|

+       The certifications attached as Exhibit 32.1 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, irrespective of any general incorporation language contained in any such filing.

 

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SIGNATURE 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

|                          |        |                              |        |                                                                          |  |  |
|--------------------------|--------|------------------------------|--------|--------------------------------------------------------------------------|--|--|
|                     |   |
|                     |   | BIOMARIN PHARMACEUTICAL INC. |
|                     |   |                         |   |
| Dated: November 13, 2017 |   | By                           |   | /S/ DANIEL SPIEGELMAN                                                    |
|                     |   |                         |   | Daniel Spiegelman,

Executive Vice President and Chief Financial Officer |
|                     |   |                         |   | (On behalf of the registrant and as principal financial officer)         |