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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 20, 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 23, 2026, Enzon Pharmaceuticals, Inc.
(the “Company”) entered into the Eleventh Amendment to the Section 382 Rights Agreement (the “Eleventh
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
(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.
On March 23, 2026, the Company entered into the
Eleventh Amendment to amend the Final Expiration Date of the rights issued pursuant to the Rights Agreement from noon, New York City time,
on March 24, 2026, to noon, New York City time, on March 26, 2026. Except for the adjustment to the Final Expiration Date, the Rights
Agreement otherwise remains unmodified.
The Eleventh 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 26, 2026, as established in the Eleventh 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, (xi) the Tenth Amendment, which was filed with the SEC as Exhibit 4.1 to the
Company’s Current Report on Form 8-K on March 18, 2026, and (xii) the Eleventh 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, the Tenth Amendment and the
Eleventh Amendment are incorporated herein by reference.
| Item 3.03 | Material Modifications 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. To the extent required by Item 3.03, the disclosure set forth
in Item 5.03 is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 24, 2026, the Company announced that the 1-for-100
reverse stock split (the “Reverse Stock Split”), which was previously approved
by the Company’s stockholders, will become effective as of 4:30 p.m., Eastern Time, on March 24, 2026 (“Effective
Time”). The Company’s common stock, $0.01 par value per share (the “Common
Stock”), is expected to begin trading on a reverse stock split-adjusted basis on the OTCQB at market open on March 25, 2026.
The Common Stock is expected to trade under the temporary symbol “ENZND” for 20 trading days. As of the Effective Time,
every one hundred (100) shares of the Company’s issued and outstanding shares of Common Stock will be combined into one (1) share
of Common Stock. The par value per share of the Common Stock will not change. No fractional shares will be issued in connection with the
Reverse Stock Split, and stockholders who would otherwise be entitled to a fractional share will receive a proportional cash payment.
The Reverse Stock Split is required to be completed prior to the completion of the merger that is contemplated between Enzon’s wholly
owned subsidiary and Viskase Companies, Inc. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation
that was filed with the Secretary of State of the State of Delaware on March 23, 2026 is attached as Exhibit
3.1 hereto and is incorporated herein by reference. The Certificate of Amendment amends the Effective Time of the Reverse Stock
Split set forth in a Certificate of Amendment which was filed with the Secretary of State of the State of Delaware on March 20, 2026,
which is attached hereto as Exhibit 3.2.
| Item 7.01 | Regulation FD Disclosure. |
On March 24, 2026, Enzon
issued a press release relating to the Reverse Stock Split. 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 |
| 3.1* |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Enzon Pharmaceuticals, Inc., dated March 24, 2026. |
| |
|
|
| 3.2* |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Enzon Pharmaceuticals, Inc., dated March 20, 2026. |
| |
|
|
| 4.1* |
|
Eleventh Amendment to the Section 382 Rights Agreement, dated as of March 23, 2026, by and between Enzon Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company. |
| |
|
|
| 99.1 |
|
Press Release issued by Enzon Pharmaceuticals, Inc., dated March 24, 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.
| |
ENZON PHARMACEUTICALS, INC. |
| |
(Registrant) |
| Date: March 24, 2026 |
|
|
| |
By: |
/s/ Richard L. Feinstein |
| |
Name: |
Richard L. Feinstein |
| |
Title: |
Chief Executive Officer, Chief Financial Officer and Secretary |
Exhibit 99.1
Enzon Announces Reverse Stock Split
CRANFORD, N.J., March 24, 2026 (GLOBE
NEWSWIRE) -- Enzon Pharmaceuticals, Inc. (OTCQB: ENZN) (“Enzon” or the “Company”), today announced that
the previously approved 1-for-100 reverse stock split will become effective on March 24, 2026, at 4:30 pm, Eastern Time (the “Effective
Time”), and the Company’s common stock is expected to begin trading on a reverse stock split-adjusted basis on the OTCQB at
market open on March 25, 2026. The Company’s common stock is expected to trade under the temporary symbol “ENZND” for
20 trading days. As of the Effective Time, every one hundred (100) shares of the Company’s issued and outstanding common stock
will be combined into one (1) share of common stock. The par value per share of the Company’s common stock will not change. No
fractional shares will be issued in connection with the reverse stock split, and stockholders who would otherwise be entitled to a fractional
share will receive a proportional cash payment.
The Company’s transfer agent, Continental Stock Transfer &
Trust, will serve as the exchange agent for the reverse stock split. Registered stockholders holding pre-reverse stock split shares of
common stock electronically in book-entry form are not required to take any action to receive post-reverse stock split shares. Those stockholders
who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect
the reverse stock split, subject to each broker’s particular processes, and will not be required to take any action in connection
with the reverse stock split.
The reverse stock split was completed to make available authorized
shares of common stock needed in connection with the anticipated closing of the previously announced merger with Viskase Companies, Inc.,
and the related issuances of common stock to be made in connection with the Company’s outstanding exchange offer providing for the
exchange of the Company’s Series C Non-Convertible Redeemable Preferred Stock for shares of the Company’s common stock. The
timing of the reverse stock split and associated outstanding share amount reduction, as well as the adjustment to the share amounts being
issued in the exchange offer, were contemplated and disclosed in the materials previously filed with the United States Securities and
Exchange Commission (the “SEC”) relating to the exchange offer and the merger. The expiration of the exchange offer is
expected to occur at 5:00 pm, Eastern Time on March 24, 2026 and the closing of the merger is expected to occur as soon as practicable
thereafter.
No Offer or Solicitation
This press release shall not
constitute an offer to exchange or the solicitation of an offer to exchange or the solicitation of an offer to purchase any securities,
nor shall there be any exchange or 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. The exchange offer is being made only through
the Schedule TO that was filed with the SEC on January 30, 2026 and the Prospectus/Consent Solicitation/Offer to Exchange that was initially
filed on January 28, 2026 and declared effective by the SEC on January 30, 2026 and the complete terms and conditions of the exchange
offer are set forth in the Schedule TO and Prospectus/Consent Solicitation/Offer to Exchange.
None of the Company, any of
its management or its board of directors, or HKL & Co., LLC, the information agent, or Continental Stock Transfer & Trust
Company, the exchange agent, for the exchange offer makes any recommendation as to whether or not holders of shares of Series C Non-Convertible
Redeemable Preferred Stock should tender shares of Series C Non-Convertible Redeemable Preferred Stock for exchange in the exchange offer.
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 Companies, Inc. (“Viskase”),
the ability to consummate the proposed transaction, the ability to consummate the exchange offer, the timing of the exchange offer’s
expiration date, 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 transactions, 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 transactions 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.
About Enzon Pharmaceuticals, Inc.
Enzon Pharmaceuticals, Inc., together with its subsidiary, is positioned
as a public company acquisition vehicle, that has sought to become an acquisition platform.
For Media
Inquiries:
Richard L. Feinstein, CEO and CFO
Email: rlfeinsteincpa@enzon.com
