Viskase Holdings (VISK) Risk Analysis

Except as otherwise provided by law, or as set forth in the Certificate of Designation with respect to the Series C Preferred Stock, the holders of Series C Preferred Stock have no special voting rights and their consent will not be required for taking any corporate action. As a result, all matters submitted to stockholders, that do not otherwise require the separate vote of the holders of the Series C Preferred Stock, will be decided by the vote of holders of our Common Stock. Accordingly, holders of our Series C Preferred Stock have no ability to influence corporate matters and, as a result, we may take actions that holders of our Series C Preferred Stock do not view as preferable.

There is no established public trading market for the Series C Preferred Stock, and we do not expect a market to develop. We do not currently intend to apply for listing of the Series C Preferred Stock on any securities exchange or recognized trading system. Purchasers of the Series C Preferred Stock may be unable to resell their shares of Series C Preferred Stock or sell them only at an unfavorable price for an extended period of time, if at all.

Historically, the market price of our Common Stock has fluctuated over a wide range for a variety of reasons, including Company-specific factors and global and industry-wide conditions and events such as the COVID-19 pandemic and resulting recession, as well as the fact that only a few stockholders, in the aggregate, hold more than a majority of our Common Stock, and, therefore, there is a small public float with limited trading activity in our Common Stock. For example, in the future, if we are unable to consummate the Merger, the value of our Common Stock may be impacted by our lack of royalty revenues, our ability to monetize our remaining assets, including our NOLs, and any unexpected liabilities or expenses that impact our continued operations, our ability to pay dividends or make distributions to our stockholders and the success of any future activities which we undertake.

Our Common Stock is quoted on the OTCQB market of the OTC Markets Group, Inc. and the quotation of our Common Stock on the OTCQB market does not assure that a liquid trading market exists or will develop. Stocks traded on the OTCQB market generally have very limited trading volume and exhibit a wider spread between the bid/ask quotations than stocks traded on national exchanges. Moreover, a significant number of institutional investors have investment policies that prohibit them from trading in stocks on the OTCQB marketplace. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our Common Stock. This significantly limits the liquidity of our Common Stock and may adversely affect the market price of our Common Stock. In addition, although the Common Stock will continue to trade on the OTCQB market immediately following the Merger, there is no guarantee that it will continue to do so as a result of the re-application process that the Company is required to undertake following the Merger.

The Series C Preferred Stock is not convertible into shares of Common Stock and, therefore, holders of Series C Preferred Stock have no rights with respect to shares of our Common Stock. However, pursuant to the terms of the Merger Agreement, we agreed to commence the Series C Exchange Offer in order to allow the holders of our Series C Preferred Stock to elect to exchange their shares of Series C Preferred Stock into shares of our Common Stock. Holders of Series C Preferred Stock that do not participate in the Series C Exchange Offer will not have the right to exchange their shares of Series C Preferred Stock into shares of Enzon's Common Stock following the expiration of the Series C Exchange Offer on March 9, 2026. In addition, the Merger Agreement prohibits us from paying dividends on the Series C Preferred Stock in cash. Any shares of our Series C Preferred Stock that are not exchanged for shares of our Common Stock in the Series C Exchange Offer will remain outstanding pursuant to their current terms. Under the terms of our Series C Preferred Stock, following the completion of the Merger, we may redeem any outstanding shares of our Series C Preferred Stock for a cash amount equal to the aggregate liquidation preference of such shares.

It is anticipated that, upon completion of the Merger and assuming that the Enzon Series C Preferred Stock is exchanged for Enzon's Common Stock in full, (i) the holders of Enzon's Common Stock immediately prior to the Closing are expected to own approximately 5% of the Enzon's Common Stock, (ii) the holders of the Series C Preferred Stock are expected to own approximately 40% of the Enzon's Common Stock and (iii) Viskase stockholders are expected to own 55% of the Enzon's Common Stock, subject to certain adjustments based upon the number of shares of Series C Preferred Stock exchanged for Enzon's Common Stock by non-affiliates of the IEH Parties. If the actual facts differ from any of the foregoing assumptions (which they may), the percentage ownership retained by pre-closing Enzon stockholders in the Combined Company will differ. Upon completion of the Merger, the issuance of Enzon's Common Stock in connection with the Merger and the other transactions contemplated by the Merger Agreement, will result in significant dilution of the ownership and voting interests of the pre-closing Enzon stockholders, as described above. As a result, pre-closing Enzon stockholders (other than the IEH Parties) will experience a significant reduction in their relative influence over Enzon following the Merger, which, following the Merger, will encompass the combined businesses of Enzon and Viskase.