Enzon Pharmaceuticals Inc.
02/11/2026 | Press release | Distributed by Public on 02/11/2026 16:15
Proxy Results (Form 8-K)
| 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.
Enzon Pharmaceuticals Inc. published this content on February 11, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 11, 2026 at 22:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]