Current Report Filing (8-k)
August 31 2020 - 04:46PM
Edgar (US Regulatory)
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): August
31, 2020
ENZON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation)
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001-36435
(Commission File Number)
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22-2372868
(IRS Employer Identification No.)
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20 Commerce Drive (Suite 135), Cranford, New Jersey
(Address of principal executive offices)
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07016
(Zip Code)
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(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:
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 |
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Trading
Symbol(s) |
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Name
of Each Exchange on Which Registered |
None |
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N/A |
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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 8.01. Other Events
As announced on August 21, 2020, Enzon Pharmaceuticals, Inc. (the
“Company” or “Enzon”) continues to anticipate that it will commence
a rights offering, whereby it will distribute one transferable
subscription right for each outstanding share of common stock
owned, and that for every 1,105 subscription rights held, a
shareholder will be entitled to purchase one unit, consisting of
shares of common stock and preferred stock.
The terms of the preferred stock underlying each unit are currently
expected to be consistent with those set forth in the Company’s
August 21, 2020 press release. In addition, the Company expects
that the preferred stock will not be redeemable by the Company
during the first 24 months following issuance.
The Company continues to intend to file a registration statement
with the U.S. Securities and Exchange Commission to register the
issuance of the rights and the securities issuable upon exercise of
the rights as soon as possible, and to issue the rights promptly
following the effective date of the registration statement. The
Company plans to include additional information regarding the
rights offering, including the record date and subscription period,
in the registration statement.
The Company is continuing discussions with two of its stockholders
and believes that at least one of them is prepared to purchase all
unsubscribed units, but neither has made any binding commitment to
do so. Such agreement may or may not include provisions for
representation on the board of directors as the Company has had
discussions regarding possible shareholder rights and board
representation.
As of the date of this report, the Company has not entered into any
definitive agreement with any party with respect to the rights
offering, and the terms of the rights offering are subject to
change in the discretion of the Company’s board of directors.
This report does not constitute an offer to sell or a solicitation
of an offer to buy the securities described above, and shall not
constitute an offer, solicitation or sale, nor shall there be any
sale of such securities of Enzon in any state or other jurisdiction
in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or other jurisdiction.
Cautionary Statement Regarding Forward-Looking
Statements
This report contains 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 report, 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
risks and uncertainties that could cause actual results, events or
developments to be materially different from those indicated in
such forward-looking statements. These statements reflect the
Company’s current views of future events and financial performance
and are subject to a number of risks and uncertainties, including
the Company’s ability to file its registration statement in the
expected timeframe and to cause the registration statement to
become effective, the Company’s ability to cause the rights to be
quoted on the OTCQX, the Company’s ability to use the net proceeds
of the offering to position itself as a public company acquisition
vehicle, the possibility that the anticipated benefits of the right
offering will not be realized, and that the Company’s existing
investors may not exercise their rights or purchase unsubscribed
units as expected. 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 report is as of the date of this
report and Enzon does not intend to update this information.
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.
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ENZON
PHARMACEUTICALS, INC. |
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(Registrant) |
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Date:
August 31, 2020 |
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By: |
/s/
Andrew Rackear |
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Name: Andrew
Rackear |
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Title: Chief Executive
Officer and Secretary |
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Enzon (QX) (USOTC:ENZN)
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