CRANFORD, N.J., Aug. 21, 2020 (GLOBE NEWSWIRE) -- Enzon Pharmaceuticals, Inc. (the “Company” or “Enzon”) (OTC: ENZN) today announced that its Board of Directors (the “Board”) has approved a rights offering to existing shareholders whereby the Company intends to distribute one transferable subscription right for each outstanding share of common stock owned. For every 1,105 subscription rights held, a shareholder will be entitled to purchase one unit.
The Company plans to offer 40,000 units, at a subscription price of $1,090 per unit. Each unit will consist of one share of preferred stock, par value $1,000, and 750 shares of common stock.
The Company anticipates that during the offering period, that the rights will be quoted on the OTCQX market of the OTC Markets Group, Inc. The Company does not currently intend to apply for listing of the preferred stock on any securities exchange or recognized trading system.
The Company expects that the preferred stock will entitle holders to receive cumulative dividends at the rate per share of 3% per annum, if paid in cash, or 5% per annum, if paid in-kind. Holders of preferred stock will not have any voting rights, and the preferred stock will not be convertible into shares of common stock. The Company may redeem the preferred stock at any time, provided that all accrued and cumulative unpaid dividends have been paid. Holders of preferred stock are expected to have the right to demand that the Company redeem their shares in the event that the Company undergoes a change of control.
The purpose of the offering is to position the Company as a public company acquisition vehicle, where the Company can become an acquisition platform and more fully utilize its net operating loss carryforwards and enhance shareholder value. However, the Company does not have any current plans, arrangements or understandings with respect to any acquisitions or investments, and is currently not involved in any negotiations with respect to any such transactions.
Certain of the Company’s existing investors have advised the Company that they are considering exercising all of their subscription rights and to purchase any and all unsubscribed units as a backstop, but they have not made a binding commitment in any amount to do so.
The Company intends to file a registration statement with the U.S. Securities and Exchange Commission to register the issuance of the rights and the issuance of the shares of common stock and preferred stock within the next 30 days, 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. As of the date of this press release, 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.
This press release 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 press release 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 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 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 preferred stock 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, 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 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