ENZON PHARMACEUTICALS, INC. (OTCMKTS:ENZN) Files An 8-K Other Events
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.
About ENZON PHARMACEUTICALS, INC. (OTCMKTS:ENZN)
Enzon Pharmaceuticals, Inc. receives royalty revenues from existing licensing arrangements with other companies primarily related to sales of four marketed drug products: PegIntron, Sylatron, Macugen and CIMZIA. The Company has no clinical operations and limited corporate operations. PegIntron is used both as a monotherapy and in combination with REBETOL (ribavirin) capsules for the treatment of chronic hepatitis C. Macugen is used for the treatment of neovascular (wet) age-related macular degeneration. Sylatron is used for the treatment of melanoma. CIMZIA is used for the treatment of moderate to severe rheumatoid arthritis and Crohn’s disease. CIMZIA is a biologic medicine that counteracts tumor necrosis factor (or TNF), which promotes inflammation of the joints in rheumatoid arthritis.