Enzon Pharma SEC Filings

Carl Icahn and his affiliated entities report a 48.6% stake in Enzon Pharmaceuticals, Inc., holding 36,056,636 shares of common stock with shared voting and dispositive power. The filing is Amendment No. 18 to their Schedule 13D on Enzon.

Icahn, Icahn Enterprises Holdings L.P., and Icahn Enterprises G.P. Inc. each report the same 36,056,636 shares as beneficially owned, with no sole voting or dispositive power. The filing notes they may also be deemed to beneficially own shares of preferred stock, though those are not quantified here.

Under a previously disclosed IEH Support Agreement among Icahn Enterprises Holdings affiliates, Enzon and Viskase, Icahn-affiliated holders delivered a written consent on January 30, 2026 approving a proposed merger and an amendment to Enzon’s certificate of incorporation, using all Enzon shares they hold.

Enzon Pharmaceuticals has launched an issuer tender offer to exchange each share of its Series C Non-Convertible Redeemable Preferred Stock for common stock. The number of common shares per preferred share equals that share’s aggregate liquidation preference divided by $7.83, after a reverse stock split.

The offer is aimed at all holders of the 40,000 outstanding Series C preferred shares and is linked to Enzon’s planned merger with Viskase Companies, Inc.. Completion of the exchange offer depends on all merger conditions being satisfied, including effectiveness of Enzon’s Form S-4 registration statement and required stockholder written consent approving the merger.

As of January 30, 2026, Enzon had 74,214,603 common shares and 40,000 Series C preferred shares outstanding. Cash in lieu of fractional common shares will come from Enzon’s cash on hand, and the company explicitly makes no recommendation on whether preferred holders should tender.

Enzon Pharmaceuticals is soliciting written consents and offering to issue up to 7,935,878 shares of common stock in connection with its planned merger with Viskase Companies and a related exchange of Enzon Series C preferred stock for common stock.

Merger Sub will merge into Viskase, which will become a wholly owned Enzon subsidiary and then convert into a Delaware LLC, with the combined public company renamed Viskase Holdings, Inc. and quoted on the OTCQB. Before closing, Enzon seeks stockholder approval for a 1‑for‑100 reverse stock split of its common stock and adoption of the merger agreement via written consents rather than a meeting.

Assuming full participation in the preferred exchange and an agreed share exchange with Icahn Enterprises affiliates, current Enzon common holders are expected to own about 5% of the combined company, Enzon Series C preferred holders about 40%, and Viskase common holders about 55%. Icahn-related entities already control a majority of both Enzon and Viskase voting power and have agreed, with certain exceptions, to support the Enzon proposals.

Enzon Pharmaceuticals, Inc. filed Amendment No. 1 to its Form S-4 registration statement as an exhibits-only update connected to its proposed merger with Viskase Companies, Inc. and EPSC Acquisition Corp.

The amendment mainly lists and files key agreements, including the June 20, 2025 Agreement and Plan of Merger and the October 24, 2025 first amendment to that merger agreement, multiple amendments to Viskase’s credit agreement through January 23, 2026, and a Support Agreement with Icahn Enterprises Holdings L.P. and affiliates. It also includes numerous consents from auditors, legal counsel, proposed directors, and financial advisors, as well as transaction documents like letters of transmittal and notices of guaranteed delivery. The filing does not change the substantive terms previously disclosed, but formally adds and organizes the transaction-related exhibits.

Enzon Pharmaceuticals, Inc. has amended its Section 382 Rights Agreement again, entering into a Seventh Amendment on January 30, 2026. This amendment changes the Final Expiration Date of the rights from the close of business on January 31, 2026 to noon New York City time on March 2, 2026.

The company states that management believes setting the new March 2, 2026 expiration is in the best interests of the company and its stockholders. Aside from this new expiration timing, all other terms of the Rights Agreement and prior amendments remain unchanged.

Enzon Pharmaceuticals, Inc. is registering up to 7,935,878 shares of common stock in connection with its proposed merger with Viskase Companies, Inc. and a related exchange offer for its Series C preferred stock. The S-4 also serves as a consent solicitation for Enzon stockholders.

Under the Merger Agreement, Enzon’s subsidiary will merge into Viskase, which will become a wholly owned subsidiary and then convert into a Delaware LLC, with the combined company renamed Viskase Holdings, Inc. and quoted on the OTCQB. Enzon will first implement a 1-for-100 reverse stock split, subject to stockholder approval.

Enzon also plans a Series C Exchange Offer, letting holders swap each Series C preferred share for common stock based on a volume-weighted average price of $0.08 per share (or $7.83 after the reverse split). Assuming full exchanges, former Enzon common holders are expected to own about 5% of the combined company, former Series C holders about 40%, and Viskase stockholders about 55%.

Enzon Pharmaceuticals, Inc. disclosed that it entered into a Sixth Amendment to its Section 382 Rights Agreement with Continental Stock Transfer & Trust Company. This amendment changes only the Final Expiration Date of the rights issued under the agreement, moving it from the close of business on December 31, 2025 to the close of business on January 31, 2026.

The company notes that, apart from this new expiration date, all other terms of the Rights Agreement remain unchanged. Management states that adopting a Final Expiration Date of January 31, 2026 is believed to be in the best interests of the company and its stockholders. The amendment is filed as an exhibit and incorporated by reference along with the prior amendments to the Rights Agreement.

Enzon Pharmaceuticals (ENZN) filed its Q3 2025 10‑Q, highlighting progress on its planned all‑stock merger with Viskase and a cash‑heavy balance sheet with minimal operations. Cash and cash equivalents were $43.3 million at September 30, 2025, down from $46.9 million at year‑end, reflecting transaction costs and preferred dividends.

Operations remain limited: Enzon reported no revenue in Q3, interest and dividend income of $496,000 (down 24%), and transaction expenses of $1.1 million tied to the Viskase deal. Net loss was $824,000 for the quarter, or a net loss available to common shareholders of $1.4 million, with basic and diluted loss per share of $0.02. Stockholders’ equity shifted to a deficit of $923,000, while Series C preferred stock liquidation value rose to $44.1 million due to 5% accretion.

The merger agreement with Viskase, amended October 24, 2025, anticipates post‑closing ownership of approximately 45% for current Enzon holders and 55% for Viskase holders. Icahn Enterprises Holdings L.P. agreed to provide written consents and to exchange all Series C preferred shares into common stock based on full liquidation preference and the 20‑Day VWAP before closing. Enzon moved to the OTCQB Market on August 12, 2025 after falling below a $0.10 bid price threshold.

Enzon Pharmaceuticals (ENZN) filed Amendment No. 17 to Schedule 13D55% of the combined company after the merger, the exchange ratio for Enzon’s Series C Preferred will be based on the 20‑Day VWAP, and Enzon will conduct a 1‑for‑100 reverse stock split before the merger’s effective time. The minimum cash required at closing is reduced, and the outside date to terminate the agreement is extended to March 31, 2026.

Icahn Enterprises Holdings agreed to deliver written consents approving the merger and a charter amendment, and to exchange all of its Series C Preferred into common shares based on full liquidation preference and the 20‑Day VWAP. The filing reports 36,056,636 shares beneficially owned with 48.6% of the class, with shared voting and dispositive power.