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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): April 30, 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) |
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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)
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:
| |
¨ |
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 |
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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 April 30, 2026 (the “Rights Dividend Declaration Date”),
the Board of Directors (the “Board”) of Viskase Holdings, Inc. (formerly known as Enzon Pharmaceuticals, Inc.) (the
“Company”) adopted a Section 382 Rights Agreement (the “Section 382 Rights Agreement”) and declared a dividend
distribution of one right (a “Right”) for each outstanding share of the Company’s common stock, par value $0.01 per
share (the “Common Stock”), to stockholders of record at the close of business on May 15, 2026. Each Right entitles its
holder, under certain circumstances described below, to purchase from the Company one one-thousandth of a share of Series A-2 Junior
Participating Preferred Stock of the Company, par value $0.01 per share (the “Preferred Stock”), at an exercise price of $30.00
per Right, subject to adjustment (the “Purchase Price”). The description and terms of the Rights are set forth in the Section 382
Rights Agreement, dated as of May 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as
Rights Agent.
The Board adopted the Section 382 Rights Agreement in an effort to
protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its net operating
loss carryforwards (“NOLs”). If the Company experiences an “ownership change,” as defined in Section 382
of the Internal Revenue Code of 1986, as amended (the “Code”), the Company’s ability to fully utilize the NOLs on an
annual basis will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore
significantly impair the value of those benefits. The Section 382 Rights Agreement is intended to act as a deterrent to any person (an
“Acquiring Person”) acquiring (together with all affiliates and associates of such person) beneficial ownership of 4.9% or
more of the Company’s outstanding common stock within the meaning of Section 382 of the Code, without the approval of the Board.
Stockholders who beneficially own 4.9% or more of the Company’s outstanding common stock as of the Rights Dividend Declaration Date
will not be deemed to be an Acquiring Person.
The
Rights. Initially, the Rights are associated with shares of Common Stock certificates
or, in the case of uncertificated shares of Common Stock, the book-entry account that evidences record ownership of such shares, which
will contain a notation incorporating the Section 382 Rights Agreement by reference, and are transferable with and only with the underlying
shares of Common Stock. New Rights will attach to any shares of Common Stock that become outstanding after the Record Date and prior to
the earlier of the Distribution Date (as defined below) and the Expiration Date (as defined below). If Preferred Stock is issued upon
exercise of the Rights, each fractional share of Preferred Stock would give the stockholder approximately the same dividend, voting and
liquidation rights as one share of Common Stock. However, prior to exercise, a Right does not give its holder any rights as a stockholder
of the Company, including any dividend, voting or liquidation rights.
Initial
Exercisability. Subject to certain exceptions, the Rights are not exercisable until the “Distribution Date,” which
occurs upon the earlier of:
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· |
the close
of business on the tenth day after the “Stock Acquisition Date,” which is (a) the first date of public announcement
that an Acquiring Person has become such or (b) such earlier date as a majority of the Board has become aware of the existence
of an Acquiring Person (in each case, subject to certain exceptions), or |
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· |
the close
of business on the tenth business day (or such later date as may be determined by the Board prior to such time as any person or group
becomes an Acquiring Person) following the commencement of a tender offer or exchange offer which, if consummated, would result in
a person or group becoming an Acquiring Person. |
Any existing stockholder or group that beneficially owns 4.9% or more
of Common Stock has been grandfathered at its current ownership level, but the Rights will not be exercisable if, at any time after the
announcement of the Section 382 Rights Agreement, such stockholder or group increases its ownership of Common Stock by one share of Common
Stock. Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership
of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended, are
treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative
position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts.
Separation
and Distribution of Rights. Until the earlier of the Distribution Date and the Expiration Date, the surrender for transfer
of any shares of Common Stock will also constitute the transfer of the Rights associated with those shares. As soon as practicable after
the Distribution Date, separate rights certificates will be mailed to holders of record of Common Stock as of the close of business on
the Distribution Date. From and after the Distribution Date, the separate rights certificates alone will represent the Rights, and the
Rights may be transferred apart from the transfer of the underlying shares of Common Stock, unless and until the Board has determined
to effect an exchange pursuant to the Section 382 Rights Agreement (as described below).
Expiration
Date. The Section 382 Rights Agreement will expire on the earliest of the following:
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· |
the close of business on May 4, 2029 (the “Final Expiration Date”); |
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· |
the close of business on May 4, 2027, if the approval (in person,
by proxy or by written consent) of the Section 382 Rights Agreement by the affirmative vote of the holders of a majority of the voting
power of the then outstanding Common Stock has not been obtained by that date; |
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· |
the redemption of the Rights; |
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· |
the exchange of the Rights; |
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· |
the close of business on the date set by the Board following a determination
by the Board that the Section 382 Rights Agreement is no longer necessary or desirable for the preservation of Tax Benefits; |
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· |
the close of business on the first day of a taxable year to which the Board determines that no tax benefits may be carried forward; or |
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upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Board before any person or group becomes an Acquiring Person. |
“Flip-In”
Event. In the event that a person becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right, other
than Rights that are or, under certain circumstances, were beneficially owned by the Acquiring Person (which will thereupon become void),
will from and after the Distribution Date, have the right to receive, upon exercise of a Right and payment of the Purchase Price, a number
of shares of Common Stock having a market value of two times the Purchase Price.
For example, at an exercise price of $30.00 per Right, each Right not
owned by an Acquiring Person (or certain related parties) following a Flip-in Event will entitle its holder to purchase $60.00 worth of
shares of Common Stock for $30.00. If the Common Stock at the time of exercise had a market value per share of $2.00 the holder of each
valid Right would be entitled to purchase thirty shares of Common Stock for $30.00.
However, Rights are not exercisable
following the occurrence of a person becoming an Acquiring Person until such time as the Rights are no longer redeemable by the Company
(as described below).
“Flip-Over”
Event. In the event that, at any time following the Stock Acquisition Date, any of the following occurs (each, a “Flip-over
Event”):
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· |
The Company
consolidates with, or merges with and into, any other entity, and the Company is not the continuing or surviving entity; |
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· |
Any entity
engages in a share exchange with or consolidates with, or merges with or into, the Company, and the Company is the continuing or
surviving entity and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common
Stock are changed into or exchanged for stock or other securities of any other entity or cash or any other property; or |
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· |
The Company
sells or otherwise transfers, in one transaction or a series of related transactions, fifty percent (50%) or more of the Company’s
assets, cash flow or earning power, each holder of a Right (except Rights which previously have been voided as described above) will
have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price
of the Right. |
Preferred
Share Provisions. Each share of Preferred Stock, if issued: will not be redeemable, will entitle the holder thereof, when,
as and if declared, to quarterly dividend payments equal to the greater of $30.00 per share and 1,000 times the amount of all cash dividends
plus 1,000 times the amount of non-cash dividends or other distributions paid on one share of Common Stock, will entitle the holder thereof
to receive $30,000 plus accrued and unpaid dividends per share upon liquidation, will have the same voting power as 1,000 shares of Common
Stock and, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, will entitle the holder thereof
to a per share payment equal to the payment made on 1,000 shares of Common Stock.
Exempted
Persons and Exempted Transactions. The Board recognizes that there may be instances when an acquisition of shares of Common
Stock that would cause a stockholder to become an Acquiring Person may not jeopardize or endanger in any material respect the availability
of the NOLs to the Company. Accordingly, the Section 382 Rights Agreement provides that the following “Exempted Persons”
cannot become an Acquiring Person:
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· |
The Company or any of its subsidiaries; |
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· |
Any officer, director or employee of the Company or any of its subsidiaries solely in respect of such person’s status or authority as such; |
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· |
Any employee benefit plan of the Company or any of its subsidiaries or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company for or pursuant to the terms of any such plan, or for the purpose of funding other employee benefits for employees of the Company or any of its subsidiaries; |
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· |
Any other person (together with all of its affiliates and associates)
whose beneficial ownership of 4.9% or more of the then outstanding shares of Common Stock will not jeopardize or endanger the availability
to the Company of any tax benefit, as determined by the Board in its sole discretion prior to the time any person becomes an Acquiring
Person; provided, however, that the Board can revoke such person’s “Exempted Person Status” if it subsequently makes
a contrary determination regarding whether the person jeopardizes or endangers the availability of any tax benefit to the Company; and
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any person controlled, directly or indirectly through other Persons, by Carl C. Icahn or Icahn Enterprises L.P., including, but not limited to, Icahn Enterprises Holdings L.P., American Entertainment Properties Corp., Icahn Partners LP, and Icahn Partners Master Fund LP. |
Additionally, the Section 382
Rights Agreement provides that an “Exempted Transaction,” as determined by the Board, cannot result in a person becoming an
Acquiring Person.
Redemption.
At any time prior to the earlier of (1) the Stock Acquisition Date and (2) the Final Expiration Date, the Company may redeem
the Rights in whole, but not in part, at a price of $0.01 per Right (the “Redemption Price”) (subject to adjustment). The
redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion
may establish. Immediately upon any redemption of the Rights (or such later time as the Board may establish), the Right to exercise the
Rights will terminate, and the only right of the holders of Rights will be to receive the Redemption Price for each Right so held.
Exchange.
At any time after any person or group becomes an Acquiring Person and prior to the acquisition by the Acquiring Person of 50% or more
of the outstanding shares of Common Stock, the Board may exchange the Rights (other than Rights that are a void), in whole or in part,
at an exchange ratio equal to (i) a number of shares of Common Stock per Right with a value equal to the spread between the value
of the number of shares of Common Stock for which the Rights may then be exercised and the Purchase Price or (ii) if prior to the
acquisition by the Acquiring Person of 50% or more of the then outstanding shares of Common Stock, one share of Common Stock per Right
(subject to adjustment). Immediately upon an exchange of any Rights, the right to exercise such Rights will terminate and the only right
of the holders of Rights will be to receive the number of shares of Common Stock equal to the number of such Rights held by such holder
multiplied by an exchange ratio.
Anti-Dilution
Provisions. The Board may adjust the Purchase Price of the Series A-2 Junior Participating Preferred Stock, the number
of shares of Series A-2 Junior Participating Preferred Stock issuable and the number of outstanding Rights to prevent dilution that
may occur as a result of certain events, including among others, a share dividend, a share split or a reclassification of the Series A-2
Junior Participating Preferred Stock or of the Common Stock. With certain exceptions, no adjustments to the Purchase Price will be required
until cumulative adjustments amount to at least 1% of the Purchase Price.
Amendments.
Prior to the Distribution Date, the Board may supplement or amend any provision of the Section 382 Rights Agreement in any respect
without the approval of the holders of the Rights. From and after the Distribution Date, no amendment can materially adversely affect
the interests of the holders of the Rights (excluding the interests of any Acquiring Person).
The foregoing summaries of the Section 382 Rights Agreement and
the Certificate of Designation, as defined herein, do not purport to be complete and are qualified in their entirety by reference to the
complete text of the Section 382 Rights Agreement and the Certificate of Designation, copies of which have been filed as Exhibits
4.1 and 3.1, respectively, to this Current Report on Form 8-K and 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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
In connection with the adoption
of the Section 382 Rights Agreement, the Board approved a Certificate of Designation of Series A-2 Junior Participating Preferred
Stock of Viskase Holdings, Inc. (the “Certificate of Designation”). The Certificate of Designation was filed with the
Secretary of the State of Delaware on May 5, 2026. The information set forth in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 5.03.
Item 7.01. Regulation FD Disclosure.
On May 5, 2026, the Company
issued a press release announcing the adoption of the Section 382 Rights Agreement. A copy of the press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is 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
No. |
|
Description |
| |
|
|
| 3.1* |
|
Certificate of Designations of Series A-2 Junior Participating Preferred Stock of Viskase Holdings, Inc., filed with the Secretary of State of the State of Delaware on May 5, 2026. |
| |
|
|
| 4.1* |
|
Section 382 Rights Agreement, dated as of May 5, 2026, by and between Viskase Holdings, Inc. and Continental Stock Transfer & Trust Company, which includes the Form of Certificate of Designations as Exhibit A thereto, the Form of Rights Certificate as Exhibit B thereto, and the Form of Summary of Rights as Exhibit C thereto. |
| |
|
|
| 99.1* |
|
Press Release, dated May 5, 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: May 5, 2026 |
|
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By: |
/s/
Joseph D. King |
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Name: Joseph D. King |
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Title: Executive Vice President, General Counsel & Secretary |
Exhibit 99.1
Viskase Holdings, Inc. Adopts Tax Benefits
Preservation Plan to Protect its NOL Assets and Shareholder Value
Lombard, Illinois, May 5, 2026 –
Viskase Holdings, Inc. (formerly known as Enzon Pharmaceuticals, Inc.) (the “Company”) today announced that its
Board of Directors (the “Board”) adopted a tax benefits preservation plan (the “Section 382 Rights Plan”)
designed to protect the availability of Viskase’s net operating loss carryforwards (“NOLs”) under the Internal Revenue
Code (the “Code”).
Viskase has significant U.S. federal and state
NOLs and tax credits, which may be available to offset its future taxable income. Viskase’s ability to use these NOLs would be substantially
limited if it experienced an “ownership change” within the meaning of Section 382 of the Code. In general, an ownership
change would occur if Viskase’s stockholders who are deemed to be owners of 5% or more of its shares under Section 382 collectively
increase their aggregate ownership of Viskase’s common stock by more than 50% (measured over a three year period).
The Section 382 Rights Plan is intended to
reduce the likelihood of such an ownership change at Viskase by deterring any person (or any persons acting as a group) from acquiring
beneficial ownership of 4.9% or more of Viskase’s outstanding common stock or, with respect to any person (or any persons acting
as a group) that as of today’s date already is a 5% stockholder, from increasing its ownership stake.
Under the Section 382 Rights Plan, the rights
will initially trade with Viskase’s common stock and will generally become exercisable only if a person (or any persons acting as
a group) acquires 4.9% or more of Viskase’s outstanding common stock. If the rights become exercisable, all holders of rights (other
than any triggering person) will be entitled to acquire shares of common stock at a 50% discount or Viskase may exchange each right held
by such holders for one share of common stock. Under the Section 382 Rights Plan, any person which currently owns 4.9% or more of
Viskase’s common stock may continue to own its shares of common stock but may not acquire any additional shares without triggering
the Section 382 Rights Plan.
The Section 382 Rights Plan will expire on
May 4, 2029, unless earlier terminated pursuant to the terms of the Section 382 Rights Plan. Under the Section 382 Rights
Plan, the Board has the discretion to exempt any transaction and to exempt any person (or group of persons) from the provisions of the
Section 382 Rights Plan.
Additional information about the Section 382
Rights Plan is available on a Form 8-K filed by Viskase with the U.S. Securities and Exchange Commission.
About Viskase Holdings, Inc.
Viskase Holdings, Inc., through its subsidiaries,
operates in the casing product segment of the food industry. Viskase is a worldwide leader in the production and sale of cellulosic, fibrous
and plastic casings for the processed meat and poultry industry.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains,
or may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained
in this press release, other than statements that are purely historical, are forward-looking statements, which can be identified by the
use of forward-looking terminology such as the words “believes,” “expects,” “may,” “will,”
“should,” “potential,” “anticipates,” “plans,” or “intends” and similar expressions.
Such forward-looking statements are based upon management’s present
expectations, objectives, anticipation, plans, hopes, beliefs, intentions or strategies regarding the future and are subject to known
and unknown risks and uncertainties that could cause actual results, events or developments to be materially different from those indicated
in such forward-looking statements. Such risks and uncertainties include: the difficulty of determining all of the facts relevant to Section 382
of the Code; unreported buying and selling activity by stockholders; unanticipated interpretations of the Code and related regulations;
and that the adoption of the Section 382 Rights Plan does not prevent one or more stockholders of the Company from, notwithstanding the
dilution to such stockholder’s interests under the Section 382 Rights Plan, engaging in buying and selling activity that may have
an adverse impact on the Company’s tax attributes. These factors should be considered carefully, and readers are cautioned not to
place undue reliance on such forward-looking statements. No assurance can be given that the future results covered by the forward-looking
statements will be achieved. All information in this press release is as of the date of this press release and Viskase does not intend
to update this information.
For further information, please contact:
Viskase Companies, Inc.
Joseph D. King, Corporate Secretary
joe.king@viskase.com
