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 2, 2020
ENZON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation) |
001-36435 (Commission File Number) |
22-2372868 (IRS Employer Identification No.) |
|
20 Commerce Drive (Suite 135), Cranford, New Jersey (Address of principal executive offices) |
07016 (Zip Code) |
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| None | N/A | 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 5.08. Shareholder Director Nominations
The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08, to the extent applicable.
Item 8.01. Other Events
On September 2, 2020, Enzon Pharmaceuticals, Inc. (the “Company”) announced that it has postponed the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), previously scheduled for Thursday, September 17, 2020 (as previously announced in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on April 30, 2020). The 2020 Annual Meeting will now be held on Friday, December 18, 2020. Once determined by the Company’s Board of Directors, the Company will announce the record date, time and location of the 2020 Annual Meeting. A copy of the press release announcing the postponement and new date of the 2020 Annual Meeting is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Because the date of the 2020 Annual Meeting has changed and will be held more than 30 days after the anniversary of the Company’s 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”), the Company is informing its stockholders of the revised deadlines for the submission of stockholder proposals. Stockholder proposals intended to be considered for inclusion in the Company’s proxy statement and form of proxy for presentation at the 2020 Annual Meeting must comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended (“Rule 14a-8”). Any stockholder proposal to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must be submitted to the Company a reasonable time before the Company begins to print and send the proxy materials. The submission of a stockholder proposal does not guarantee that it will be included in the Company’s proxy materials.
Stockholders wishing to submit proposals for the 2020 Annual Meeting outside the process of Rule 14a-8 or nominate individuals to the Company’s Board of Directors must comply with the advance notice and other provisions of Article II, Section 2.15 of the Company’s Second Amended and Restated Bylaws. Since the date of the 2020 Annual Meeting is more than 25 days after the anniversary date of the 2019 Annual Meeting, to be timely, a notice by the stockholder must be delivered to the Corporate Secretary of the Company at the address set forth below not later than Monday, September 14, 2020.
Any proposals or director nominations submitted outside of Rule 14a-8 must be in proper form and delivered to or mailed and received at the following address not later than the deadline discussed above: Attn: Corporate Secretary, Enzon Pharmaceuticals, Inc., 20 Commerce Drive, Suite 135, Cranford, New Jersey 07016. To be in proper form, a stockholder proposal, including any director nomination, must include all of the information required for such proposal or nomination by the Company’s Second Amended and Restated Bylaws.
Additional Information and Where to Find It
This Current Report on Form 8-K may be deemed to be solicitation material in respect of the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting. The Company will file a proxy statement with the Commission in connection with the 2020 Annual Meeting. The proxy statement, any other relevant documents and other material filed with the Commission concerning the Company will be, when filed, available free of charge at www.sec.gov and on our website at www.enzon.com, and stockholders may request copies, free of charge, by writing to Attn: Corporate Secretary, Enzon Pharmaceuticals, Inc., 20 Commerce Drive, Suite 135, Cranford, New Jersey 07016. Stockholders are urged to read the proxy statement and any other relevant documents filed when they become available before making any voting decision because they will contain important information.
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting. Information about the Company’s directors and executive officers and their ownership of the Company’s stock is available in the Company’s Annual Report on Form 10-K/A filed with the Commission on April 24, 2020, the Company’s Registration Statement on Form S-1 filed on September 1, 2020 and in subsequent Section 16 reports to be filed with the Commission. Stockholders are advised to read the Company’s proxy statement for the 2020 Annual Meeting and other relevant documents when they become available before making any voting decision because they will contain important information. You can obtain free copies of these referenced documents as described above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 99.1 | Press Release issued on September 2, 2020. |
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.
| ENZON PHARMACEUTICALS, INC. | |||
| (Registrant) | |||
| Date: September 2, 2020 | |||
| By: | /s/ Andrew Rackear | ||
| Name: Andrew Rackear | |||
| Title: Chief Executive Officer and Secretary | |||
Exhibit 99.1
Enzon Pharmaceuticals, Inc. Announces Postponement of 2020 Annual Meeting
Cranford, New Jersey, September 2, 2020 /GlobeNewswire/ – Enzon Pharmaceuticals, Inc. (the “Company” or “Enzon”) (OTC:ENZN) today announced that its 2020 annual meeting of stockholders (the “Annual Meeting”) originally scheduled to be held on Thursday, September 17, 2020, has been postponed and will now be held on Friday, December 18, 2020. Once determined by the Company’s Board of Directors, the Company will announce the record date, time and location of the 2020 Annual Meeting. The Company decided to postpone the 2020 Annual Meeting due to timing considerations related to certain corporate actions recently announced by the Company.
About Enzon Pharmaceuticals, Inc.
The Company manages its sources of royalty revenues from existing licensing arrangements with other companies primarily related to sales of certain drug products that utilize Enzon’s proprietary technology.
Additional Information and Where to Find It
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting. The Company will file a proxy statement with the Securities and Exchange Commission in connection with the 2020 Annual Meeting. The proxy statement, any other relevant documents and other material filed with the Securities and Exchange Commission concerning the Company will be, when filed, available free of charge at www.sec.gov and on the Company’s website at www.enzon.com, and stockholders may request copies, free of charge, by writing to the Company at Attn: Corporate Secretary, Enzon Pharmaceuticals, Inc., 20 Commerce Drive, Suite 135, Cranford, New Jersey 07016. Stockholders are urged to read the proxy statement and any other relevant documents filed when they become available before making any voting decision because they will contain important information.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains, or may contain, 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 press release, 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 known and unknown risks and uncertainties that could cause actual results, events or developments to be materially different from those indicated in such forward-looking statements. Such risks and uncertainties include those identified in the “Risk Factors” section of the Company’s most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and other filings the Company makes with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. 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 press release is as of the date of this press release and Enzon does not intend to update this information.
For further information, please contact:
Andrew Rackear, Chief Executive Officer
Enzon Pharmaceuticals, Inc.
20 Commerce Drive (Suite 135)
Cranford, New Jersey 07016
(732) 980-4500