UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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 2.01. | Completion of Acquisition or Disposition of Assets. |
On March 26, 2026 (the “Closing Date”), Viskase Holdings, Inc. (formerly known as Enzon Pharmaceuticals, Inc.) (the “Company” or the “Combined Company”) consummated the previously announced transactions pursuant to the Agreement and Plan of Merger, dated as of June 20, 2025, by and among the Company, EPSC Acquisition Corp. (“Merger Sub”), and Viskase Companies, Inc. (“Viskase”), as amended by the First Amendment to the Agreement and Plan of Merger, dated as of October 24, 2025 (as amended, the “Merger Agreement”). Pursuant to the terms of, and subject to the conditions set forth in, the Merger Agreement, on the Closing Date, Merger Sub merged with and into Viskase, with Viskase continuing as the surviving entity following the Merger as a wholly owned subsidiary of the Company. Promptly following the Merger, Viskase converted into a limited liability company under Delaware law. The transactions contemplated by the Merger Agreement are hereinafter referred to as the “Merger”.
As required by the Merger Agreement, on March 25, 2026, each share of the Company’s Series C Non-Convertible Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), held by affiliates of Icahn Enterprises Holdings L.P. (“IEH”) was exchanged for shares of the Company Common Stock (as defined herein) at its liquidation value based upon the 20-day volume weighted average price of the Company Common Stock prior to execution of the amendment of the Merger Agreement. Accordingly, as of March 25, 2026, 5,658,396 shares of the Company Common Stock were issued to affiliates of IEH in respect of the 39,277 shares of Series C Preferred Stock previously held by affiliates of IEH.
Pursuant to the terms of the Merger Agreement, as of the closing on the Closing Date, (i) each share of common stock, par value $0.01 per share, of Viskase (the “Viskase Common Stock”) issued and outstanding immediately prior to the Merger (other than shares held by holders that properly exercise dissenters rights, shares held in treasury, and shares held by the Company) was automatically converted into the right to receive 0.049118 shares of the common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), and (ii) all shares of Viskase Common Stock converted into the right to receive the Merger Consideration (as defined in the Merger Agreement) will automatically be cancelled and will cease to exist as of the effective time of the Merger.
Promptly following the closing on the Closing Date, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to change its name to “Viskase Holdings, Inc.”
As previously announced in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2026, as of market open on March 25, 2026, the Company Common Stock began trading on a reverse stock split-adjusted basis on the OTCQB. The Company Common Stock will trade under the temporary symbol “ENZND” for the next 20 trading days.
This Current Report on Form 8-K incorporates by reference certain information from reports and other documents that were previously filed with the SEC, including certain information from the Prospectus/Consent Solicitation/Offer to Exchange, dated January 28, 2026, filed with the SEC on January 28, 2026 and declared effective on January 30, 2026.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure under Item 2.01 in this Current Report on Form 8-K with respect to the issuance of 5,658,396 shares of the Company Common Stock issued to affiliates of IEH in respect of the 39,277 shares of Series C Preferred Stock previously held by affiliates of IEH is incorporated herein by reference under this Item 3.02. The issuance of such shares of Company Common Stock was made in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder.
| Item 5.01 | Changes in Control of the Registrant. |
The disclosure under Item 2.01 in this Current Report on Form 8-K is incorporated herein by reference under this Item 5.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective upon the completion of the Merger on the Closing Date, and in accordance with the terms of the Merger Agreement,
| (i) | Mr. Thomas D. Davis, who was the Chief Executive Officer of Viskase prior to the completion of the Merger, was appointed as the Chief Executive Officer of the Combined Company; |
| (ii) | Mr. Richard L. Feinstein, who was the Chief Executive Officer, Chief Financial Officer and Secretary of the Company prior to the completion of the Merger, ceased serving in such capacity; |
| (iii) | Mr. Jaffrey (Jay) A. Firestone and Mr. Stephen T. Wills, each of whom was a member of the Board of Directors of the Company prior to the completion of the Merger, resigned as a director of Combined Company; |
| (iv) | the size of the Board of Directors of the Combined Company increased to seven (7) individuals and each of Robert Flint, Colin Kwak, Dustin DeMaria, Kenneth Shea and Peter K. Shea was appointed to fill the vacancies on the Board; and |
| (v) | the officers of Viskase immediately prior to the Closing became the officers of the Combined Company until his or her respective successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the Combined Company’s organizational documents and applicable law. |
Effective upon the completion of the Merger, Robert Flint was appointed as Chair of the Board, Peter K. Shea was appointed as Chair of the Audit Committee, and Kenneth Shea was appointed to serve on the Audit Committee. The Combined Company also dissolved the Special Committee, which was comprised of Mr. Read and Mr. Wills.
Other than as disclosed in this Item 5.02 of this Current Report, reference is made to the disclosure described in the Prospectus/Consent Solicitation/Offer to Exchange in the section entitled “Directors and Executive Officers of the Combined Company” for biographical information about each of the directors and officers of Combined Company following the completion of the Merger and to Item 2.01 of this Current Report, which are hereby incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Certificate of Amendment
As noted above, in connection with the completion of the Merger, on the Closing Date, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to change its name to “Viskase Holdings, Inc.” A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Certificate of Elimination
On the Closing Date, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation with respect to the Company’s Series A-1 Junior Participating Preferred Stock. No shares of the Series A-1 Junior Participating Preferred Stock are outstanding and none will be issued subject to its Certificate of Designation. All shares that were designated as Series A-1 Junior Participating Preferred Stock have been returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series. A copy of the Certificate of Elimination is filed as Exhibit 3.2 hereto and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 26, 2026, the Company issued a press release announcing the completion of the Merger. 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. |
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit | Description | |
| 3.1* | Certificate of Amendment, dated as of March 26, 2026. | |
| 3.2* | Certificate of Elimination of Series A-1 Junior Participating Preferred Stock, dated as of March 26, 2026. | |
| 99.1* | Press Release issued March 26, 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: March 26, 2026 | ||
| By: | /s/ Joseph D. King | |
| Name: | Joseph D. King | |
| Title: | Senior Vice President, General Counsel & Secretary | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
Enzon Pharmaceuticals, Inc.
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
ENZON PHARMACEUTICALS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
FIRST: The present name of the Corporation is Enzon Pharmaceuticals, Inc.
SECOND: The name under which the corporation was originally incorporated is Enzon, Inc. and the date of the filing of the original certificate of incorporation of the Corporation with the Secretary of State of the State of Delaware is May 11, 1983 (as so amended, the “Certificate of Incorporation”).
THIRD: The Certificate of Incorporation is hereby amended by deleting ARTICLE FIRST in its entirety and inserting the following in lieu there:
“FIRST: The present name of the corporation (hereinafter called the “Corporation”) is Viskase Holdings, Inc.”
FOURTH: Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Certificate of Amendment to the Certificate of Incorporation and declaring said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation. Pursuant to the resolution of the Board of Directors, a meeting of the stockholders of the Company was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendment.
FIFTH: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
SIXTH: That this Certificate of Amendment shall become effective upon filing with the Secretary of State.
In Witness Whereof, Enzon Pharmaceuticals, Inc. has caused this Certificate of Amendment to be executed by its duly authorized officer on this 26th day of March, 2026.
| Enzon Pharmaceuticals, Inc. | ||
| By: | /s/ Joseph D. King | |
| Name: | Joseph D. King | |
| Title: | Senior Vice President, General Counsel & Secretary | |
Exhibit 3.2
CERTIFICATE OF ELIMINATION
OF
SERIES A-1 JUNIOR PARTICIPATING PREFERRED STOCK
OF
VISKASE HOLDINGS, INC.
______________________________________________________________________
Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware
VISKASE HOLDINGS, INC. (formerly known as Enzon Pharmaceuticals, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
FIRST: Pursuant to the authority granted to the Board of Directors of the Corporation (the “Board”) pursuant to the Corporation’s Amended Certificate of Incorporation (the “Certificate of Incorporation”) and Section 151(g) of the DGCL, the Board previously authorized the issuance of, and established, the designations, powers, preferences and relative and other special rights and the qualifications, limitations and restrictions of 100,000 shares of Series A-1 Junior Participating Preferred Stock, par value $0.01 per share (the “Series A-1 Junior Participating Preferred Stock”), as evidenced by the Certificate of Designation with respect to such Series A-1 Junior Participating Preferred Stock filed with the Secretary of State of the State of Delaware on August 14, 2020 (the “Certificate of Designation”).
SECOND: None of the authorized shares of Series A-1 Junior Participating Preferred Stock are outstanding and none will be issued pursuant to the Certificate of Designation governing such Series A-1 Junior Participating Preferred Stock.
THIRD: The Board has duly adopted the following resolutions approving the elimination of the Series A-1 Junior Participating Preferred Stock, which resolutions remain in full force and effect as of the date hereof:
RESOLVED, that none of the authorized shares of the Series A-1 Junior Participating Preferred Stock are outstanding and none will be issued subject to the Certificate of Designation previously filed with the Secretary of State of the State of Delaware on August 14, 2020, with respect to such Series A-1 Junior Participating Preferred Stock;
FURTHER RESOLVED, that any executive officer of the Corporation (the “Authorized Officers”) be, and each of them hereby is, empowered, authorized and directed, in the name and on behalf of the Corporation, to execute and file a Certificate of Elimination with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the DGCL, substantially in the form provided to the Board, setting forth a copy of these resolutions (the “Certificate of Elimination”);
FURTHER RESOLVED, that when the Certificate of Elimination setting forth these resolutions becomes effective, it shall have the effect of eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation with respect to the Series A-1 Junior Participating Preferred Stock and all of the shares that were designated as Series A-1 Junior Participating Preferred Stock shall be returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series; and
1
FURTHER RESOLVED, that the Authorized Officers be, and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take all other actions and to execute and deliver such other documents, in addition to those set forth in the foregoing resolutions, as they may deem necessary or advisable in order to effect the purposes of the foregoing resolutions, and that all such actions heretofore so taken be, and they hereby are, in all respects ratified, confirmed and approved.
FOURTH: Pursuant to the provisions of Section 151(g) of the DGCL, all matters set forth in the Certificate of Designation with respect to the Series A-1 Junior Participating Preferred Stock are hereby eliminated from the Certificate of Incorporation, and the shares that were designated as Series A-1 Junior Participating Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.
[signature page follows]
2
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by its duly authorized officer on this 26th day of March, 2026.
| VISKASE HOLDINGS, INC. | ||
| By: | /s/ Joseph D. King | |
| Name: | Joseph D. King | |
| Title: | Senior Vice President, General Counsel & Secretary | |
3
Exhibit 99.1
Enzon Pharmaceuticals Completes Merger with Viskase Companies, Inc.
Combined company will operate as Viskase Holdings, Inc.
LOMBARD, Illinois, March 26, 2026 (GLOBE NEWSIRE) - Enzon Pharmaceuticals, Inc. (OTCQB: ENZN), (“Enzon,” or the “Company”), today announced the completion of the previously announced merger pursuant to which Viskase Companies, Inc. (OTC Pink Limited: VKSC) (“Viskase”) merged with and into a wholly owned subsidiary of Enzon in an all-stock transaction (the “Merger”). After the Merger, Viskase converted into a limited liability company under Delaware law (now known as “Viskase Companies, LLC”). The combined company will operate under the name “Viskase Holdings, Inc.” and will focus on advancing Viskase Companies, LLC’s business.
As of the closing of the Merger, the stockholders of Enzon immediately before the Merger will own approximately 45% of the common stock of the combined company and the stockholders of Viskase immediately before the Merger will own approximately 55% of the common stock of the combined company.
The shares of the Company’s common stock will trade on the OTCQB tier of the OTC Markets Group, Inc. under the temporary ticker symbol “ENZND” for the next 20 trading days. The Company’s common stock is represented by CUSIP number 293904 801.
About Viskase Companies, LLC
Viskase is a leading worldwide producer of non-edible cellulosic, fibrous and plastic casings used to prepare and package processed meat and poultry products. Viskase provides value-added product support services to its customers, which include some of the world's largest global consumer products companies.
About Viskase Holdings, Inc.
Viskase Holdings, Inc. (formerly known as Enzon Pharmaceuticals, Inc.), together with its subsidiaries, is the publicly traded parent of Viskase Companies, LLC.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will,” “would,” or the negative of these words or other similar expressions. These forward-looking statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding: (i) the possibility that other anticipated benefits of the 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; (ii) potential litigation relating to the transaction that could be instituted against the combined company, Viskase or their respective officers or directors; (iii) the ability of the combined company to retain, attract and hire key personnel; (iv) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the completion of the transaction; (v) potential business uncertainty, including changes to existing business relationships, as a result of the transaction that could affect the combined company’s financial performance; (vi) estimates regarding future revenue, expenses, and capital requirements following the closing of the transactions contemplated by the Merger Agreement, as amended; (vii) legislative, regulatory and economic developments; (viii) 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 (ix) such other risks and uncertainties, including those that are set forth in the Prospectus/Consent Solicitation/Offer to Exchange, dated January 28, 2026, and filed by Enzon Pharmaceuticals, Inc. with the Securities and Exchange Commission, under the heading “Risk Factors”. Forward-looking statements contained in this announcement are made as of this date, and the combined company undertakes no duty to update such information except as required under applicable law.
Investor Contact:
Joseph D. King
Senior Vice President, General Counsel & Secretary
joe.king@viskase.com