Merger

6 Months Ended

Jun. 30, 2026

Note 2 - Merger

As discussed in Note 1, Summary of Significant Accounting Policies, on March 26, 2026, the previously announced Merger between Viskase Companies, Merger Sub, and Enzon, was completed pursuant to the terms of the Merger Agreement.

Prior to the Closing Date of the Merger, the following occurred:

●

On January 30, 2026, Enzon commenced an offer to each holder of Series C Preferred Stock of Enzon, other than the IEH Parties, to exchange each share of Series C Preferred Stock beneficially owned by such non-IEH party for a number of shares of Enzon Common Stock equal to (i) the aggregate liquidation value of the share divided by (ii) $7.83, which reflected the Enzon 20-Day volume weighted average price calculated in accordance with the Merger Agreement (the “Series C Exchange Offer”).

Of the 723 shares of Series C Preferred Stock held by non-IEH Parties, holders of 339 shares elected to participate in the Series C Exchange Offer and exchanged such shares for shares of Enzon Common Stock prior to the Closing Date. The holders of the remaining 384 shares of Series C Preferred Stock did not elect to exchange their shares, and those shares remained outstanding as of the Closing Date.

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On March 11, 2026, a majority of the holders of Enzon Common Stock approved the 1-for-100 reverse stock split (the “Reverse Stock Split”). On March 24, 2026, Enzon effectuated the Reverse Stock Split pursuant to which every one hundred (100) shares of Enzon’s issued and outstanding common stock were combined into one (1) share of Enzon Common Stock.

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On March 25, 2026, each share of Enzon’s Series C Non-Convertible Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”) beneficially owned by Icahn Enterprises Holdings L.P. and certain of its affiliates (together, the “IEH Parties”) was exchanged for a number of shares of Enzon Common Stock equal to (i) the aggregate liquidation value of such shares of Series C Preferred Stock divided by (ii) the Enzon 20-day volume weighted average price of the Enzon Common Stock (the “IEH Share Exchange”). Accordingly, as of March 25, 2026, 5,658,396 shares of Enzon Common Stock were issued to the IEH Parties in respect of the 39,277 shares of Series C Preferred Stock previously held by the IEH Parties.

On the Closing Date of the Merger, the following occurred:

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Each share of Viskase Companies common stock issued and outstanding immediately prior to the Merger (other than shares held by Viskase Companies as treasury shares), which totaled 160,479,226 shares, was exchanged into the right to receive 0.049118 shares (the “Exchange Ratio”) of Viskase Holdings, Inc. common stock for a total of 7,882,387 shares.

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Each share of Viskase Companies common stock issued and outstanding and held by Viskase Companies as treasury shares, which totaled 805,270 shares, was automatically cancelled and ceased to exist.

On the Closing Date, following the IEH Share Exchange, Series C Exchange Offer, and Reverse Stock Split, Enzon had 6,449,233 shares of common stock and 384 shares of Series C Preferred stock issued and outstanding. Upon the Closing, these securities continue to reflect 6,449,233 shares of Viskase Holdings, Inc. common stock and 384 shares of Viskase Holdings, Inc. Series C Preferred Stock, respectively.

As of the Closing Date, legacy Viskase Companies shareholders and legacy Enzon shareholders held 55.0% and 45.0% of the voting rights of the Viskase Holdings, Inc. common stock, respectively.

The following table presents the total shares of Viskase Holdings, Inc. common stock outstanding immediately after the closing of the Merger:


Shares held by legacy Enzon common stockholders following Reverse Stock Split (prior to IEH Share Exchange and Series C Exchange Offer)		742,005
Shares held by IEH Parties subsequent to IEH Share Exchange		5,658,396
Shares held by non-IEH Parties subsequent to Series C Exchange Offer		48,832
Subtotal - Equity consideration issued for acquisition		6,449,233
Exchange of shares of Viskase Companies, Inc. common stock for shares of Viskase Holdings, Inc. common stock		7,882,387
Total shares of Viskase Holdings, Inc. common stock		14,331,620

The Merger was accounted for as a reverse recapitalization and not a business combination under ASC 805. Under this method of accounting, Enzon was treated as the acquired company for accounting purposes, whereas Viskase was treated as the accounting acquirer. This determination was primarily based on the fact that subsequent to the Merger, legacy Viskase shareholders have a majority of the voting power of the combined company, legacy Viskase comprises all of the ongoing operations of the combined entity, legacy Viskase comprises a majority of the governing body of the combined company, and legacy Viskase senior management comprises all of the senior management of the combined company.

In accordance with this method of accounting, the Merger was treated as the equivalent of Viskase issuing shares for the net assets of Enzon, accompanied by a recapitalization. The net assets of Enzon were stated at historical cost, with no goodwill or other intangible assets recorded, and the operations prior to the Merger are those of Viskase. The shares and net loss per share of common stock of legacy Viskase Companies, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio established in the Merger.

As part of the recapitalization, the Company obtained the assets and liabilities listed below (in thousands):


Cash and cash equivalents	$	40,854
Prepaid expenses and other current assets		160
Accrued expenses and other current liabilities		(565)
Net assets acquired	$	40,449

The Company did not capitalize any transaction costs in connection with the Merger.

The following table presents non-cash transactions associated with the Merger which were excluded from the condensed consolidated statements of cash flows:


		Six months
		ended
		June 30, 2026
Prepaids and other current assets acquired in connection with the Merger		$	160
Other liabilities assumed in connection with the Merger		$	565
Series C preferred stock historically outstanding at Enzon that remained outstanding following the Merger		$	433