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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): February 11, 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 11, 2026, Enzon Pharmaceuticals, Inc.
(“Enzon” or the “Company”) announced that the requisite number of consents had been received from
its stockholders for its previously announced consent solicitation (the “Consent Solicitation”) to approve:
| (i) | an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Enzon
Charter,” and such amendment, the “Enzon Charter Amendment”) to effect the consolidation of the issued and
outstanding shares of the Company’s common stock, $0.01 par value per share (the “Enzon Common Stock”) at a ratio
of 1 for 100 (the “Reverse Stock Split” and, such proposal, the “Reverse Stock Split Proposal”);
and |
| (ii) | the adoption of the Agreement and Plan of Merger, dated as of June 20, 2025, by and among Enzon, Viskase
Companies, Inc., and EPSC Acquisition Corp. (the “Original Merger Agreement”), as amended by the First Amendment to
the Agreement and Plan of Merger, dated as of October 24, 2025 (the “Merger Agreement Amendment,” and, together
with the Original Merger Agreement, the “Merger Agreement”) (the “Merger Proposal” and, together
with the Reverse Stock Split Proposal, the “Enzon Proposals”), as described in the Company’s prospectus/consent
solicitation/offer to exchange, dated January 28, 2026, as filed with the Securities and Exchange Commission on January 28, 2026 (the
“Prospectus/Consent Solicitation/Offer to Exchange”). |
The Reverse Stock Split Proposal was approved
by stockholders holding 40,993,338 shares of Enzon Common Stock or 55.2% of the issued and outstanding shares of Enzon Common Stock.
The Merger Proposal was approved by stockholders
holding 42,350,448 shares of Enzon Common Stock or 57.1% of the issued and outstanding shares of Enzon Common Stock.
A sufficient number of Enzon’s stockholders
consented to approve the Enzon Proposals as of 8:00 a.m., Eastern Time, on February 11, 2026. As a result, the Consent Solicitation, and
the period during which consents could be revoked, concluded as of 8:00 a.m., Eastern Time, on February 11, 2026.
The Enzon Proposals were approved by the requisite
vote of a majority of the outstanding shares of Enzon Common Stock as of January 29, 2026, which was the “Record Date”
for the Consent Solicitation. As of the Record Date, there were 74,214,603 shares of Enzon Common Stock outstanding and entitled to vote.
The closing of the transactions contemplated by the Merger Agreement are subject to satisfaction or waiver of the remaining conditions
to closing set forth in the Merger Agreement. The Enzon Proposals and the conditions to the closing of the transactions subject to the
Merger Agreement are described in more detail in the Prospectus/Consent Solicitation/Offer to Exchange.
Important Information About the Merger and
Where to Find It
In connection with the proposed transactions between
Enzon and 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 |
| |
|
|
| 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 11, 2026 |
|
|
| |
By: |
/s/ Richard
L. Feinstein |
| |
Name: |
Richard L. Feinstein |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Secretary |
