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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 25, 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 7.01 | Regulation FD Disclosure. |
On March 25, 2026, Enzon Pharmaceuticals, Inc.
issued a press release announcing the completion of the exchange offer relating to its Series C Non-Convertible Redeemable Preferred Stock.
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. |
(d) Exhibits.
| Exhibit |
|
Description |
99.1 |
|
Press Release issued by Enzon Pharmaceuticals, Inc., dated March 25, 2026 (incorporated by reference to Exhibit (a)(1)(L) to Amendment No. 9 to the Schedule TO-I/A filed by Enzon with the SEC on March 25, 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: March 25, 2026 |
|
|
| |
By: |
/s/Richard L. Feinstein |
| |
Name: |
Richard L. Feinstein |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Secretary |
