UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2026
ENZON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction
of incorporation) |
|
000-12957
(Commission File Number) |
|
22-2372868
(IRS Employer Identification No.) |
|
20 Commerce Drive (Suite
135), Cranford, New Jersey
(Address of principal executive
offices) |
|
07016
(Zip Code) |
(732) 980-4500
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check 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:
| |
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Indicate 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 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On February 27, 2026, Enzon Pharmaceuticals, Inc.
(the “Company”) entered into the Eighth Amendment to the Section 382 Rights Agreement (the “Eighth
Amendment”), which amends the Section 382 Rights Agreement, dated as of August 14, 2020 (the “Rights Agreement”),
by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. Effective as of June 2, 2021, the Company
amended the Rights Agreement (the “First Amendment”) to extend the Final Expiration Date (as defined in the
Rights Agreement) of the rights issued pursuant to the Rights Agreement from the close of business on August 13, 2021 to the close of
business on June 2, 2024. Effective as of May 16, 2024, the Company amended the Rights Agreement (the “Second Amendment”)
to extend the Final Expiration Date of the rights issued pursuant to the Rights Agreement from the close of business on June 2, 2024 to
the close of business on March 31, 2025. Effective as of March 31, 2025, the Company entered into the Third Amendment (the “Third
Amendment”) to extend the Final Expiration Date of the rights issued pursuant to the Rights Agreement from the close of
business on March 31, 2025 to the close of business on June 30, 2026. On August 13, 2025, the Company entered into the Fourth Amendment
(the “Fourth Amendment”), to amend the Final Expiration Date of the rights issued pursuant to the Rights Agreement
from the close of business on June 30, 2026 to the close of business on September 30, 2025. On September 30, 2025, the Company entered
into the Fifth Amendment (the “Fifth Amendment”) to amend the Final Expiration Date of the rights issued pursuant
to the Rights Agreement from the close of business on September 30, 2025 to the close of business on December 31, 2025. On December 23,
2025, the Company entered into the Sixth Amendment (the “Sixth Amendment”) to amend the Final Expiration Date
of the rights issued pursuant to the Rights Agreement from the close of business on December 31, 2025 to the close of business on January
31, 2026. On January 30, 2026, the Company entered into the Seventh Amendment (the “Seventh Amendment”) to amend
the Final Expiration Date of the rights issued pursuant to the Rights Agreement from the close of business on January 31, 2026 to noon,
New York City time, on March 2, 2026.
On February 27, 2026, the Company entered into
the Eighth Amendment to amend the Final Expiration Date of the rights issued pursuant to the Rights Agreement from noon, New York City
time, on March 2, 2026, to noon, New York City time, on March 11, 2026. Except for the adjustment to the Final Expiration Date, the Rights
Agreement otherwise remains unmodified.
The Eighth Amendment has been adopted because
the Company’s management believes that it is in the best interests of the Company and its stockholders to provide for a Final Expiration
Date of noon, New York City time, on March 11, 2026, as established in the Eighth Amendment.
The foregoing description does not purport to
be complete and is qualified in its entirety by reference to the complete text of (i) the Rights Agreement, which was filed with the U.S.
Securities and Exchange Commission (the “SEC”) as Exhibit 4.1 to the Company’s Registration Statement
on Form 8-A filed with the SEC on August 14, 2020, (ii) the First Amendment, which was filed with the SEC as Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on June 8, 2021, (iii) the Second Amendment, which was filed with the SEC as Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on May 22, 2024, (iv) the Third Amendment, which was filed with the SEC as Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on April 1, 2025, (v) the Fourth Amendment, which was filed with the SEC as Exhibit 4.1 to the Company’s
Quarterly Report on Form 10-Q filed on August 14, 2025, (vi) the Fifth Amendment, which was filed with the SEC as Exhibit 4.1 to the Company’s
Current Report on Form 8-K on September 30, 2025, (vii) the Sixth Amendment, which was filed with the SEC as Exhibit 4.1 to the Company’s
Current Report on Form 8-K on December 23, 2025, (viii) the Seventh Amendment, which was filed with the SEC as Exhibit 4.1 to the Company’s
Current Report on Form 8-K on January 30, 2026, and (ix) the Eighth Amendment, which is attached hereto as Exhibit 4.1. The Rights Agreement,
the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh
Amendment, and the Eighth Amendment are incorporated herein by reference.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 7.01 | Regulation FD Disclosure. |
On February 27, 2026,
the Company issued a press release announcing an extension to the expiration date for the exchange offer (the “Offer”)
by the Company to each holder of its Series C Non-Convertible Redeemable Preferred Stock, $0.01 par value per share (the “Series
C Preferred Stock”), to exchange such Series C Preferred Stock for shares of Enzon’s common stock, $0.01 par value
per share. After giving effect to the extension, the Offer expires one minute after 11:59 p.m., Eastern time, on March 9, 2026, unless
the Offer is further extended. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
In accordance with General
Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for
the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into
any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Important Information About the Merger and
Where to Find It
In connection with the proposed transactions between
Enzon and Viskase Companies, Inc. (“Viskase”), Enzon filed a registration statement on Form S-4 with the SEC
that contains a prospectus, consent solicitation statement and offer to exchange (the “Registration Statement”).
The Registration Statement includes financial information regarding the combined company. This communication is not a substitute for the
Registration Statement or any other documents that Enzon may file with the SEC or that Enzon or Viskase may send to their respective stockholders
in connection with the transactions contemplated by the Merger Agreement.
You may obtain free copies of the Registration
Statement and all other documents filed or that will be filed with the SEC regarding the proposed transaction at the website maintained
by the SEC at www.sec.gov. The Registration Statement is available free of charge on Enzon’s website at https://www.enzon.com.
No Offer or Solicitation
This communication is not intended to be, and
shall not constitute, an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Statements Regarding Forward-Looking Statements
Certain statements contained in this filing may
be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements
regarding the proposed transaction involving Enzon and Viskase, the ability to consummate the proposed transaction, and the ability to
quote the common stock of the combined company on the “OTCQB” tier of the OTC market of the OTC Markets Group, Inc. Forward-looking
statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include
words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,”
“plan,” “likely,” “believe,” “estimate,” “project,” “intend,”
and other similar expressions, among others. Statements that are not historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance.
Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including,
without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure
to obtain the necessary approvals for the proposed transaction; (ii) uncertainties as to the timing of the consummation of the proposed
transaction, including timing for satisfaction of the closing conditions, and the ability of each of Enzon and Viskase to consummate the
proposed transaction; (iii) the ability of Viskase to timely deliver the financial statements required by the Merger Agreement, as amended;
(iv) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated
revenues, expenses, earnings and other financial results, and growth and expansion of the combined company’s operations, and the
anticipated tax treatment of the combination; (v) potential litigation relating to the proposed transaction that could be instituted against
Enzon, Viskase or their respective officers or directors; (vi) possible disruptions from the proposed transaction that could harm Enzon’s
or Viskase’s respective businesses; (vii) the ability of Viskase to retain, attract and hire key personnel; (viii) potential adverse
reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion
of the proposed transaction; (ix) potential business uncertainty, including changes to existing business relationships, during the pendency
of the proposed transaction that could affect Enzon’s or Viskase’s financial performance; (x) certain restrictions during
the pendency of the proposed transaction that may impact Enzon’s or Viskase’s ability to pursue certain business opportunities
or strategic transactions; (xi) the exchange ratio and relative ownership levels as of the closing of the transactions contemplated by
the Merger Agreement, as amended; (xii) estimates regarding future revenue, expenses, and capital requirements following the closing of
the transactions contemplated by the Merger Agreement, as amended; (xiii) legislative, regulatory and economic developments; (xiv) unpredictability
and severity of catastrophic events, including, but not limited to, acts of terrorism, trade wars, or outbreak of war or hostilities,
as well as management’s response to any of the aforementioned factors; and (xv) such other risks and uncertainties, including those
that are set forth in the Registration Statement under the heading “Risk Factors”, in Enzon’s periodic public filings
with the SEC, and in Viskase’s annual and quarterly reports posted to Viskase’s website. Enzon and Viskase can give no assurance
that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, neither Enzon, nor Viskase undertakes
any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result
of new information, future events or otherwise.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 4.1 |
|
Eighth Amendment to the Section 382 Rights Agreement, dated as of February 27, 2026, by and between Enzon Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company. |
| |
|
|
| 99.1 |
|
Press Release issued by Enzon Pharmaceuticals, Inc., dated February 27, 2026 (incorporated by reference to Exhibit (a)(1)(F) to Amendment No. 2 to the Schedule TO-I filed by Enzon with the SEC on February 27, 2026). |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
ENZON PHARMACEUTICALS, INC. |
| |
(Registrant) |
| Date: February 27, 2026 |
|
|
| |
By: |
/s/Richard L. Feinstein |
| |
Name: |
Richard L. Feinstein |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Secretary |
