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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): March 18, 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 March 18, 2026, Enzon Pharmaceuticals, Inc.
(the “Company”) entered into the Tenth Amendment to the Section 382 Rights Agreement (the “Tenth
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 (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. On March 10, 2026, the Company entered into the Ninth Amendment (the “Ninth
Amendment”) to amend the Final Expiration Date of the rights issued pursuant to the Rights Agreement from noon, New York
City time, on March 11, 2026 to noon, New York City time, on March 18, 2026.
On March 18, 2026, the Company entered into the
Tenth Amendment to amend the Final Expiration Date of the rights issued pursuant to the Rights Agreement from noon, New York City time,
on March 18, 2026, to noon, New York City time, on March 24, 2026. Except for the adjustment to the Final Expiration Date, the Rights
Agreement otherwise remains unmodified.
The Tenth 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 24, 2026, as established in the Tenth 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, (ix) the Eighth Amendment, which was filed with the SEC as Exhibit 4.1 to the Company’s
Current Report on Form 8-K on February 27, 2026, (x) the Ninth Amendment, which was filed with the SEC as Exhibit 4.1 to the Company’s
Current Report on Form 8-K on March 11, 2026, and (xi) the Tenth 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, the Eighth Amendment, the Ninth Amendment and Tenth 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 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 4.1 |
|
Tenth Amendment to the Section 382 Rights Agreement, dated as of March 18, 2026, by and between Enzon Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company. |
| |
|
|
| 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: March 18, 2026 |
|
|
| |
By: |
/s/Richard L. Feinstein |
| |
Name: |
Richard L. Feinstein |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Secretary |
