SCHEDULE 13D/A
0000950123-08-002960
0000921669
XXXXXXXX
LIVE
15
Common Stock, No par value
12/19/2024
false
0000727510
293904108
ENZON PHARMACEUTICALS INC
20 COMMERCE DRIVE, SUITE 135
CRANFORD
NJ
07016
Jesse Lynn, Esq.
305-422-4000
Icahn Capital LP
16690 Collins Avenue, Suite PH-1
Sunny Isles Beach
FL
33160
0000921669
N
CARL C ICAHN
OO
N
X1
0.00
36056636.00
0.00
36056636.00
36056636.00
N
48.6
IN
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
0001322827
N
ICAHN PARTNERS MASTER FUND LP
WC
N
DE
14923911.00
0.00
14923911.00
0.00
14923911.00
N
20.1
PN
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
0001322825
N
Icahn Offshore LP
OO
N
DE
0.00
14923911.00
0.00
14923911.00
14923911.00
N
20.1
PN
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
0001313666
N
Icahn Partners LP
WC
N
DE
21132725.00
0.00
21132725.00
0.00
21132725.00
N
28.5
PN
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
0001322826
N
Icahn Onshore LP
OO
N
DE
0.00
21132725.00
0.00
21132725.00
21132725.00
N
28.5
PN
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
0001412093
N
Icahn Capital LP
OO
N
DE
0.00
36056636.00
0.00
36056636.00
36056636.00
N
48.6
PN
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
0001412091
N
IPH GP LLC
OO
N
DE
0.00
36056636.00
0.00
36056636.00
36056636.00
N
48.6
OO
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
0001034563
N
ICAHN ENTERPRISES HOLDINGS L.P.
OO
N
DE
0.00
36056636.00
0.00
36056636.00
36056636.00
N
48.6
PN
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
0001257324
N
ICAHN ENTERPRISES G.P. INC.
OO
N
DE
0.00
36056636.00
0.00
36056636.00
36056636.00
N
48.6
CO
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
0001080113
N
BECKTON CORP
OO
N
DE
0.00
36056636.00
0.00
36056636.00
36056636.00
N
48.6
CO
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
Common Stock, No par value
ENZON PHARMACEUTICALS INC
This statement constitutes Amendment No. 15 to the Schedule 13D relating to the shares of Common Stock, no par value (the "Shares"), issued by Enzon Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"), and amends the Schedule 13D relating to the Shares filed on March 14, 2008 (as previously amended, the "Original 13D"), on behalf of the Reporting Persons (as defined in the Original 13D). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed thereto in the Original 13D.
Item 4 of the Original 13D is hereby amended and supplemented as follows:
The Reporting Persons beneficially own an aggregate of approximately 49% of the outstanding Shares, as well as an aggregate of approximately 98% of the outstanding Series C Preferred Stock of the Issuer.
The Reporting Persons and Viskase Companies, Inc. ("Viskase"), of which the Reporting Persons beneficially own an aggregate of approximately 91% of the total outstanding shares of common stock, have discussed and are currently considering a potential business combination transaction involving Viskase and the Issuer through a negotiated merger transaction or otherwise (a "Potential Transaction"). The Board of Directors of Viskase has established a special committee of the Board of Directors of Viskase (the "Viskase Special Committee") consisting of directors independent of the Reporting Persons to consider, evaluate and negotiate a Potential Transaction on behalf of Viskase. The Viskase Special Committee is empowered to engage, and has engaged, independent financial and legal advisors with respect to a Potential Transaction.
On December 19, 2024, a member of the Viskase Special Committee contacted a member of the Board of Directors of the Issuer to explore interest in a Potential Transaction and to indicate that Viskase may formulate and submit a proposal with respect to a potential structure and terms for a Potential Transaction. The Viskase Special Committee member further indicated that it is the Viskase Special Committee's expectation that a special committee of independent directors of the Issuer will be established to consider Viskase's proposal and such other terms of the Potential Transaction as may be considered and negotiated in the future. In connection therewith, the Reporting Persons, Viskase, their affiliates and their respective representatives may engage in other activities, discussions and/or negotiations regarding a Potential Transaction. The Reporting Persons do not intend to update additional disclosures regarding a Potential Transaction until a definitive agreement has been reached, or, if applicable, they determine definitively that a Potential Transaction will not proceed, and/or unless disclosure is otherwise required under applicable U.S. securities laws.
Discussions, negotiations and consummation of a Potential Transaction may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Shares from the Nasdaq exchange and other material changes in the Issuer's business or corporate structure.
No assurances can be given that a definitive agreement will be reached or that a Potential Transaction will be consummated. The Reporting Persons and its subsidiaries reserve the right to modify or withdraw any Potential Transaction at any time. The Reporting Persons and its subsidiaries reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time.
CARL C ICAHN
/s/ CARL C. ICAHN
12/19/2024
ICAHN PARTNERS MASTER FUND LP
/s/ Jesse Lynn
12/19/2024
Icahn Offshore LP
/s/ Jesse Lynn
12/19/2024
Icahn Partners LP
/s/ Jesse Lynn
12/19/2024
Icahn Onshore LP
/s/ Jesse Lynn
12/19/2024
Icahn Capital LP
/s/ Jesse Lynn
12/19/2024
IPH GP LLC
/s/ Ted Papapostolou
12/19/2024
ICAHN ENTERPRISES HOLDINGS L.P.
/s/ Ted Papapostolou
12/19/2024
ICAHN ENTERPRISES G.P. INC.
/s/ Ted Papapostolou
12/19/2024
BECKTON CORP
/s/ Ted Papapostolou
12/19/2024