10-K/A: Viskase Holdings, Inc. Files 2025 Annual Report Amendment

Viskase Holdings, Inc. (formerly Enzon Pharmaceuticals, Inc.) has filed an amendment to its 2025 Form 10-K to include required Part III information, detailing corporate governance, executive compensation, and related party transactions following its merger with Viskase Companies.

Summary

• This filing is an amendment (Amendment No. 1) to Viskase Holdings, Inc.'s (formerly Enzon Pharmaceuticals, Inc.) Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• The amendment is being made to include the information required by Items 10 through 14 of Part III of Form 10-K, which pertains to Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership, Certain Relationships and Related Transactions, and Principal Accountant Fees and Services.
• The filing details the company's board composition and director information as of December 31, 2025, and notes changes that occurred post-merger.
• It outlines executive compensation for Richard L. Feinstein, noting his consulting fees and the termination of his role post-merger.
• Information on security ownership as of April 29, 2026, shows Carl C. Icahn and affiliated entities beneficially own approximately 93.7% of the Common Stock.
• The report also details the company's policy on related party transactions and the role of the Finance and Audit Committee in approving them.
• Principal accountant fees for EisnerAmper LLP for fiscal years 2025 and 2024 are provided, totaling $187,275 and $129,150, respectively.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it is an amendment providing standard corporate governance and executive compensation details rather than new financial performance data or strategic announcements that would typically influence sentiment.

Positives

• The company has filed the necessary amendment to its 2025 Annual Report, fulfilling regulatory requirements.
• The amendment provides updated information on corporate governance, executive compensation, and security ownership following a significant merger.
• The Finance and Audit Committee has a formal policy for approving related party transactions, ensuring fairness.
• The company's auditor, EisnerAmper LLP, has been deemed independent by the Finance and Audit Committee.

Negatives

• The filing is an amendment, indicating that the original filing was incomplete or required corrections/additions.
• The significant ownership (93.7%) by Carl C. Icahn and affiliated entities may indicate concentrated control.
• The company had no employees in 2025, which is an unusual operational characteristic.
• No equity awards were granted in 2025, and the company does not consider granting any equity awards, which could impact future executive incentives.

Risks

• The filing does not explicitly detail new or updated risk factors, as it focuses on Part III information and states it does not amend other disclosures or update for subsequent events.
• The concentrated ownership by Carl C. Icahn and affiliated entities could pose risks related to minority shareholder interests or strategic decisions.
• The company's operational structure, with no employees in 2025, might present unique operational or strategic risks.

Future Outlook

The filing does not contain specific forward-looking statements or guidance related to future financial performance. It primarily focuses on corporate governance, executive compensation, and post-merger information.

Management Comments

• The Board believes that separating the positions of Chairperson and Chief Executive Officer allows the CEO to focus on day-to-day operations while the Chairperson leads the Board in its oversight role.
• The Board determined that it was not necessary to have separate nominating or compensation committees in 2025 due to the small size and independence of the Board.
• The company maintains a policy prohibiting employees, officers, and directors from engaging in hedging or pledging transactions involving Company stock or holding stock in a margin account.
• The company's insider trading policy is reasonably designed to promote compliance with applicable laws and regulations.
• The Board has adopted a Code of Conduct and Corporate Values applicable to all directors and executive officers.

Industry Context

StockSavvy.ai notes that this filing represents a post-merger update for Viskase Holdings, Inc., formerly Enzon Pharmaceuticals, Inc. The inclusion of detailed Part III information is standard for annual reports, but the significant ownership by Carl Icahn's entities and the company's operational structure (no employees in 2025) are notable aspects within the broader corporate landscape.

Comparison to Industry Standards

• The compensation structure for Richard L. Feinstein as a consultant, with fees and performance-based incentives rather than a salary, is a less common model compared to typical CEO compensation packages in many industries.
• The absence of dedicated nominating and compensation committees, attributed to a small, independent board, deviates from the standard governance practices of larger, publicly traded companies which typically have these committees regardless of board size.
• The significant concentration of ownership (93.7%) by a single entity (Carl Icahn and affiliates) is higher than the average for many publicly traded companies, where ownership is typically more dispersed.

Management Changes

Corporate Governance

Legal Proceedings

• The filing does not mention any current or pending legal proceedings.

Related Party Transactions

• The merger transaction between Enzon Pharmaceuticals, Inc. (now Viskase Holdings, Inc.) and Viskase Companies, Inc. involved entities affiliated with Carl C. Icahn, a significant stockholder.
• Prior to the merger, IEH Parties beneficially owned significant percentages of Enzon's Common Stock and Series C Preferred Stock, and Viskase Companies' common stock.
• On March 25, 2026, shares of Series C Non-Convertible Redeemable Preferred Stock held by affiliates of Icahn Enterprises Holdings L.P. (IEH) were exchanged for shares of Common Stock at its liquidation value.
• The Special Committee, comprised of independent directors, was delegated full authority to consider, negotiate, and vote upon the potential merger transaction and any strategic alternatives.

Stakeholder Impact

• Shareholders: The merger and subsequent reverse stock split have altered the capital structure and share count. The significant ownership by Carl Icahn and affiliates may influence future strategic decisions and potential returns.
• Management and Employees: The merger resulted in significant changes to the Board and executive officer roles. The filing notes the company had no employees in 2025, suggesting a lean operational model.
• Creditors: No specific impact on creditors is mentioned in this Part III filing.

Next Steps

• The company has fulfilled the requirement to file Part III information for its 2025 Annual Report.
• Future filings will continue to provide updates on the company's operations, financial performance, and governance.

Key Dates

Keywords

Viskase Holdings, Enzon Pharmaceuticals, Form 10-K/A, Annual Report, Amendment, Merger, Corporate Governance, Executive Compensation, Related Party Transactions, Carl Icahn, EisnerAmper LLP