ENZON PHARMACEUTICALS Files 425 for Business Combination

Ticker: ENZN · Form: 425 · Filed: Mar 24, 2026 · CIK: 0000727510

Complexity: simple

Sentiment: neutral

Topics: business-combination, corporate-action, merger-acquisition

TL;DR

**Enzon Pharma just filed a 425 for a business combo, expect big changes!**

AI Summary

This 425 filing from ENZON PHARMACEUTICALS, INC. (CIK: 0000727510) on March 24, 2026, indicates a communication related to a business combination. While the specific details of the combination are not in this summary filing, the presence of exhibits like EX-3.1 and EX-3.2 (likely amendments to organizational documents) and EX-99.1 (potentially a press release or investor presentation) suggests significant corporate activity. This matters to shareholders because business combinations can drastically alter a company's future prospects, potentially leading to share price volatility, new strategic directions, or changes in ownership structure.

Why It Matters

This filing signals a potential merger, acquisition, or other significant corporate restructuring for ENZON PHARMACEUTICALS, INC., which could fundamentally change the company's value and strategic direction for investors.

Risk Assessment

Risk Level: medium — Business combinations introduce uncertainty regarding future performance and integration, posing a medium risk to current shareholders.

Analyst Insight

A smart investor would closely monitor subsequent filings (e.g., 8-K, S-4) from ENZON PHARMACEUTICALS, INC. to understand the specific terms, financial implications, and strategic rationale of the business combination hinted at by this 425 filing, before making any investment decisions.

Key Numbers

Key Players & Entities

Forward-Looking Statements

FAQ

What is the primary purpose of this 425 filing by ENZON PHARMACEUTICALS, INC.?

The primary purpose of this 425 filing, as indicated by its form type, is to provide prospectuses and communications related to a business combination involving ENZON PHARMACEUTICALS, INC. (CIK: 0000727510), filed on March 24, 2026.

What types of documents are included as exhibits in this filing?

This filing includes several exhibits: EX-3.1 (tm267492d15_ex3-1.htm), EX-3.2 (tm267492d15_ex3-2.htm), EX-4.1 (tm267492d15_ex4-1.htm), and EX-99.1 (tm267492d15_ex99-1.htm). These typically relate to corporate governance changes, debt instruments, or public announcements, respectively, in the context of a business combination.

Filing Stats: 1,969 words · 8 min read · ~7 pages · Grade level 10.7 · Accepted 2026-03-24 08:30:53

Key Financial Figures

Filing Documents

01

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 t

03 Material Modifications to Rights of Security Holders

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.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 .

01 Regulation FD Disclosure

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.

Financial Statements and Exhibits

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

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

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