Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
|
ENZON PHARMACEUTICALS, INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
293904108 (CUSIP Number) |
Jesse Lynn, Esq. Icahn Capital LP, 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL, 33160 305-442-4000 Joshua Apfelroth Proskauer Rose LLP, Eleven Times Square New York, NY, 10036 212-969-3000 Louis Rambo Proskauer Rose LLP, 1001 Pennsylvania Ave. NW, Suite 600 Washington, DC, 20004 202-416-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 293904108 |
| 1 |
Name of reporting person
CARL C ICAHN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,056,636.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock.
SCHEDULE 13D
|
| CUSIP No. | 293904108 |
| 1 |
Name of reporting person
ICAHN ENTERPRISES HOLDINGS L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,056,636.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock.
SCHEDULE 13D
|
| CUSIP No. | 293904108 |
| 1 |
Name of reporting person
ICAHN ENTERPRISES G.P. INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
36,056,636.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
48.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
ENZON PHARMACEUTICALS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
20 Commerce Drive (Suite 135), Cranford,
NEW JERSEY
, 07016. | |
Item 1 Comment:
This statement constitutes Amendment No. 17 to the Schedule 13D relating to the shares of Common Stock, par value $0.01 per share (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 Item 2 of Amendment No. 16 to the Schedule 13D). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed thereto in the Original 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original 13D is hereby amended and supplemented as follows: Amendment to the Agreement and Plan of Merger of the Issuer and Viskase On October 24, 2025, the Issuer, Merger Sub, and Viskase entered into an amendment to the Merger Agreement (the "Merger Agreement Amendment"). Pursuant to the terms of the Merger Agreement Amendment, the parties to the Merger Agreement agreed, among other things, to the following: (i) an adjustment to the exchange ratio as calculated under the Merger Agreement for the exchange of each share of Viskase Common Stock issued and outstanding immediately prior to the Merger (other than shares held by holders that properly exercise dissenters rights, shares held in treasury, and shares held by the Issuer, Merger Sub, or a wholly owned subsidiary of Viskase, the Issuer, or Merger Sub) into Shares, such that the current Viskase stockholders will own 55% of the combined company following the Merger; (ii) an adjustment to the exchange ratio for the exchange of each share of the Issuer's Series C Preferred Stock for Shares, to be based upon the 20-day volume weighted average price of the Shares prior to the execution of the Merger Agreement Amendment (the "20-Day VWAP"); (iii) a reduction in the minimum amount of cash that the Issuer is required to have at Closing; (iv) the Issuer effecting a 1-for-100 reverse stock split with respect to all Shares prior to the effective time of the Merger; (v) an extension to the date on which either party may terminate the Merger Agreement if the Merger has not yet occured from 11:59 p.m. Eastern Time on December 31, 2025 to 11:59 p.m. Eastern Time on March 31, 2026; (vi) with respect to each of the Issuer and Merger Sub (each, a "Waiving Party"), waive, consent to and release (a) any inaccuracy in, breach of or failure to comply with any representation, warranty, covenant or agreement of Viskase in the Merger Agreement, to the extent known to such Waiving Party as of the date of the Merger Agreement Amendment (each, a "Viskase Breach") and (b) any fact, event, circumstance or condition giving rise to a Viskase Breach, in each case to the extent known to such Waiving Party as of the date of the Merger Agreement Amendment and occurring or existing on or prior to such date; and (vii) a modification to the definition of "Viskase Material Adverse Effect" in the Merger Agreement to provide that, if the Issuer, Merger Sub or any of their respective representatives knew of the material facts of a matter prior to the date of the Merger Agreement Amendment, then no effect, change, event or occurrence arising out of, or resulting from such facts shall constitute a Viskase Material Adverse Effect for all purposes under the Merger Agreement; provided that, for the avoidance of doubt, a Viskase Material Adverse Effect may result from facts that the Issuer, Merger Sub or any of their respective representatives become aware of after the date of the Merger Agreement Amendment The foregoing description does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Merger Agreement Amendment, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference. IEH Support Agreement In connection with the execution and delivery of the Merger Agreement Amendment, on October 24, 2025 Icahn Enterprises Holdings and certain of its affiliates entered into an amendment to the IEH Support Agreement (the "Support Agreement Amendment") with the Issuer and Viskase. Pursuant to the terms of the IEH Support Agreement (as amended by the Support Agreement Amendment), Icahn Enterprises Holdings agreed to, among other things, (i) deliver or cause the delivery of written consents with respect to all of the issued and outstanding Shares held by Icahn Enterprises Holdings and its affiliates approving the Merger and the amendment to the Issuer's certificate of incorporation, and (ii) exchange all of the shares of Series C Preferred Stock held by Icahn Enterprises Holdings and its affiliates into Shares prior to the consummation of the Merger, based on the full liquidation preference of such shares of Series C Preferred Stock and the 20-Day VWAP. The foregoing description does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Support Agreement Amendment, a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original 13D is hereby amended and supplemented as follows: The disclosure set forth in Item 4 of this Schedule 13D is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
The exhibit list in Item 7 of the Original 13D is hereby amended and supplemented by adding the following exhibits: 3. Merger Agreement Amendment, dated October 24, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Enzon Pharmaceuticals, Inc. on October 24, 2025) 4. Support Agreement Amendment, dated October 24, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Enzon Pharmaceuticals, Inc. on October 24, 2025) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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