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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 26, 2026
VISKASE HOLDINGS, 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.) |
|
333 East Butterfield Road, Suite 400
Lombard, Illinois
(Address of principal executive
offices) |
|
60148
(Zip Code) |
(630) 874-0700
(Registrant’s telephone number, including
area code)
ENZON PHARMACEUTICALS, INC.
(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:
| |
¨ |
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 2.01. | Completion of Acquisition or Disposition of Assets. |
On March 26, 2026
(the “Closing Date”), Viskase Holdings, Inc. (formerly known as Enzon
Pharmaceuticals, Inc.) (the “Company” or the “Combined
Company”) consummated the previously announced transactions pursuant to the Agreement and Plan of Merger, dated as of June 20,
2025, by and among the Company, EPSC Acquisition Corp. (“Merger Sub”), and
Viskase Companies, Inc. (“Viskase”), as amended by the First Amendment
to the Agreement and Plan of Merger, dated as of October 24, 2025 (as amended, the “Merger
Agreement”). Pursuant to the terms of, and subject to the conditions set forth in, the Merger Agreement, on the Closing Date,
Merger Sub merged with and into Viskase, with Viskase continuing as the surviving entity following the Merger as a wholly owned subsidiary
of the Company. Promptly following the Merger, Viskase converted into a limited liability company under Delaware law. The transactions
contemplated by the Merger Agreement are hereinafter referred to as the “Merger”.
As required by the Merger
Agreement, on March 25, 2026, each share of the Company’s Series C Non-Convertible Redeemable Preferred Stock, par value
$0.01 per share (the “Series C Preferred Stock”), held by affiliates
of Icahn Enterprises Holdings L.P. (“IEH”) was exchanged for shares of the
Company Common Stock (as defined herein) at its liquidation value based upon the 20-day volume weighted average price of the Company Common
Stock prior to execution of the amendment of the Merger Agreement. Accordingly, as of March 25, 2026, 5,658,396 shares of the Company
Common Stock were issued to affiliates of IEH in respect of the 39,277 shares of Series C Preferred Stock previously held by affiliates
of IEH.
Pursuant to the terms
of the Merger Agreement, as of the closing on the Closing Date, (i) each share of common stock, par value $0.01 per share, of Viskase
(the “Viskase Common Stock”) issued and outstanding immediately prior to the
Merger (other than shares held by holders that properly exercise dissenters rights, shares held in treasury, and shares held by the Company)
was automatically converted into the right to receive 0.049118 shares of the common stock, par value $0.01 per share, of the Company (the
“Company Common Stock”), and (ii) all shares of Viskase Common Stock
converted into the right to receive the Merger Consideration (as defined in the Merger Agreement) will automatically be cancelled and
will cease to exist as of the effective time of the Merger.
Promptly following the
closing on the Closing Date, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with
the Secretary of State of Delaware to change its name to “Viskase Holdings, Inc.”
As previously announced
in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on March 24, 2026, as of market open on March 25, 2026, the Company Common Stock began trading on a reverse stock split-adjusted
basis on the OTCQB. The Company Common Stock will trade under the temporary symbol “ENZND” for the next 20 trading days.
This Current Report on
Form 8-K incorporates by reference certain information from reports and other documents that were previously filed with the SEC,
including certain information from the Prospectus/Consent Solicitation/Offer to Exchange, dated January 28, 2026, filed with the
SEC on January 28, 2026 and declared effective on January 30, 2026.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure under
Item 2.01 in this Current Report on Form 8-K with respect to the issuance of 5,658,396 shares of the Company Common Stock issued
to affiliates of IEH in respect of the 39,277 shares of Series C Preferred Stock previously held by affiliates of IEH is incorporated
herein by reference under this Item 3.02. The issuance of such shares of Company Common Stock was made in reliance upon the exemption
contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 promulgated thereunder.
| Item 5.01 | Changes in Control of the Registrant. |
The disclosure
under Item 2.01 in this Current Report on Form 8-K is incorporated herein by reference under this Item 5.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Effective
upon the completion of the Merger on the Closing Date, and in accordance with the terms of the Merger Agreement,
| (i) | Mr. Thomas D. Davis, who was the Chief Executive Officer of Viskase
prior to the completion of the Merger, was appointed as the Chief Executive Officer of the Combined Company; |
| (ii) | Mr. Richard L. Feinstein, who was the Chief Executive Officer, Chief
Financial Officer and Secretary of the Company prior to the completion of the Merger, ceased serving in such capacity; |
| (iii) | Mr. Jaffrey (Jay) A. Firestone and Mr. Stephen T. Wills, each of
whom was a member of the Board of Directors of the Company prior to the completion of the Merger, resigned as a director of Combined Company; |
| (iv) | the size of the Board of Directors of the Combined Company increased to seven
(7) individuals and each of Robert Flint, Colin Kwak, Dustin DeMaria, Kenneth Shea and Peter K. Shea was appointed to fill the vacancies
on the Board; and |
| (v) | the officers of Viskase immediately prior to the Closing became the officers
of the Combined Company until his or her respective successor is duly elected or appointed and qualified or until his or her earlier death,
resignation or removal in accordance with the Combined Company’s organizational documents and applicable law. |
Effective
upon the completion of the Merger, Robert Flint was appointed as Chair of the Board, Peter K. Shea was appointed as Chair of the Audit
Committee, and Kenneth Shea was appointed to serve on the Audit Committee. The Combined Company also dissolved the Special Committee,
which was comprised of Mr. Read and Mr. Wills.
Other
than as disclosed in this Item 5.02 of this Current Report, reference is made to the disclosure described in the Prospectus/Consent Solicitation/Offer
to Exchange in the section entitled “Directors and Executive Officers of the Combined Company” for biographical information
about each of the directors and officers of Combined Company following the completion of the Merger and to Item 2.01 of this Current Report,
which are hereby incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Certificate of Amendment
As noted above, in connection with the completion
of the Merger, on the Closing Date, the Company filed a Certificate of Amendment (the “Certificate
of Amendment”) to its Amended Certificate of Incorporation (the “Certificate
of Incorporation”) with the Secretary of State of the State of Delaware to change its name to “Viskase Holdings, Inc.”
A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated
herein by reference.
Certificate of Elimination
On the Closing Date, the Company filed a Certificate
of Elimination (the “Certificate of Elimination”) to its Certificate of Incorporation
with the Secretary of State of the State of Delaware eliminating from the Certificate of Incorporation all matters set forth in the Certificate
of Designation with respect to the Company’s Series A-1 Junior Participating Preferred Stock. No shares of the Series A-1
Junior Participating Preferred Stock are outstanding and none will be issued subject to its Certificate of Designation. All shares that
were designated as Series A-1 Junior Participating Preferred Stock have been returned to the status of authorized but unissued shares
of preferred stock of the Company, without designation as to series. A copy of the Certificate of Elimination is filed as Exhibit 3.2
hereto and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 26, 2026,
the Company issued a press release announcing the completion of the Merger. 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.
| Item 9.01 |
Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will
be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The financial statements required by Item 9.01(b) of Form 8-K will
be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 3.1* |
|
Certificate of Amendment, dated as of March 26, 2026. |
| |
|
|
| 3.2* |
|
Certificate of Elimination of Series A-1 Junior Participating Preferred Stock, dated as of March 26, 2026. |
| |
|
|
| 99.1* |
|
Press Release issued March 26, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded
within the Inline XBRL document). |
* Filed herewith.
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.
| |
VISKASE HOLDINGS, INC. |
| |
(Registrant) |
| Date: March 26, 2026 |
|
|
| |
By: |
/s/ Joseph D. King |
| |
Name: |
Joseph D. King |
| |
Title: |
Senior Vice President, General Counsel & Secretary |
Exhibit 99.1
Enzon Pharmaceuticals Completes Merger with
Viskase Companies, Inc.
Combined company will operate as Viskase Holdings, Inc.
LOMBARD, Illinois, March 26,
2026 (GLOBE NEWSIRE) - Enzon Pharmaceuticals, Inc. (OTCQB: ENZN), (“Enzon,” or the “Company”), today announced
the completion of the previously announced merger pursuant to which Viskase Companies, Inc. (OTC Pink Limited: VKSC) (“Viskase”)
merged with and into a wholly owned subsidiary of Enzon in an all-stock transaction (the “Merger”). After the Merger, Viskase
converted into a limited liability company under Delaware law (now known as “Viskase Companies, LLC”). The combined company
will operate under the name “Viskase Holdings, Inc.” and will focus on advancing Viskase Companies, LLC’s business.
As of the closing of the Merger, the stockholders
of Enzon immediately before the Merger will own approximately 45% of the common stock of the combined company and the stockholders of
Viskase immediately before the Merger will own approximately 55% of the common stock of the combined company.
The shares of the Company’s common stock
will trade on the OTCQB tier of the OTC Markets Group, Inc. under the temporary ticker symbol “ENZND” for the next 20
trading days. The Company’s common stock is represented by CUSIP number 293904 801.
About Viskase Companies, LLC
Viskase is a leading worldwide producer of non-edible
cellulosic, fibrous and plastic casings used to prepare and package processed meat and poultry products. Viskase provides value-added
product support services to its customers, which include some of the world's largest global consumer products companies.
About Viskase Holdings, Inc.
Viskase Holdings, Inc. (formerly known as
Enzon Pharmaceuticals, Inc.), together with its subsidiaries, is the publicly traded parent of Viskase Companies, LLC.
Forward Looking Statements
This press release contains “forward-looking
statements” within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “contemplate,”
“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,”
"will,” “would,” or the negative of these words or other similar expressions. These forward-looking statements
are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements
regarding: (i) the possibility that other anticipated benefits of the 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; (ii) potential litigation relating
to the transaction that could be instituted against the combined company, Viskase or their respective officers or directors; (iii) the
ability of the combined company to retain, attract and hire key personnel; (iv) potential adverse reactions or changes to relationships
with customers, employees, suppliers or other parties resulting from the completion of the transaction; (v) potential business uncertainty,
including changes to existing business relationships, as a result of the transaction that could affect the combined company’s financial
performance; (vi) estimates regarding future revenue, expenses, and capital requirements following the closing of the transactions
contemplated by the Merger Agreement, as amended; (vii) legislative, regulatory and economic developments; (viii) 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 (ix) such other risks and uncertainties, including
those that are set forth in the Prospectus/Consent Solicitation/Offer to Exchange, dated January 28, 2026, and filed by Enzon Pharmaceuticals, Inc.
with the Securities and Exchange Commission, under the heading “Risk Factors”. Forward-looking statements contained
in this announcement are made as of this date, and the combined company undertakes no duty to update such information except as required
under applicable law.
Investor Contact:
Joseph D. King
Senior Vice President, General Counsel & Secretary
joe.king@viskase.com
