Current Report Filing (8-k)
September 01 2020 - 04:16PM
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): September 1,
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 1.01 Entry into a Material Definitive Agreement
On September 1, 2020, Enzon Pharmaceuticals, Inc. (the “Company”)
entered into a non-exclusive Investment Agreement with Icahn
Capital LP in connection with the rights offering contemplated by
the Company’s Registration Statement on Form S-1, as filed with the
Securities and Exchange Commission on September 1, 2020 (the
“Rights Offering”). Icahn Capital LP, together with its affiliates,
owns approximately 15% of the Company’s outstanding shares of
common stock and is one of the Company’s largest
stockholders.
Subject to the terms and conditions of the Investment Agreement,
Icahn Capital LP has agreed to subscribe for its pro-rata share of
the Rights Offering and to purchase all units that remain
unsubscribed for at the expiration of the Rights Offering to the
extent that other holders elect not to exercise all of their
respective subscription rights. No fees will be paid by the Company
to Icahn Capital LP in consideration of such investment commitment.
In connection with the execution of the Investment Agreement, the
parties have agreed to terminate the Standstill Agreement, dated
December 18, 2016, by and between the Company, Icahn Capital LP and
the other affiliated parties identified therein, so that it shall
be of no further force or effect; and waive the applicability of
Section 203 of the Delaware General Corporation Law of the State of
Delaware to Icahn Capital LP and its affiliates. In addition, the
Company has agreed to use its best efforts to register for resale
all of the shares of the Company’s common stock then held by Icahn
Capital LP and its affiliates following the closing of the Rights
Offering.
The closing of the transactions contemplated by the Investment
Agreement is subject to the satisfaction or waiver of customary
closing conditions including, among others, the effectiveness of
the Registration Statement on Form S-1 related to the Rights
Offering and the closing of the Rights Offering.
The foregoing description of the Investment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Investment Agreement, which is
filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: September 1, 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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