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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
|
ENZON PHARMACEUTICALS INC (Name of Issuer) |
Common Stock, No par value (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 305-422-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/19/2024 (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
|
| 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. See Items 4 and 5.
SCHEDULE 13D
|
| CUSIP No. | 293904108 |
| 1 |
Name of reporting person
ICAHN PARTNERS MASTER FUND LP | ||||||||
| 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)
WC | ||||||||
| 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
14,923,911.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 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. See Items 4 and 5.
SCHEDULE 13D
|
| CUSIP No. | 293904108 |
| 1 |
Name of reporting person
Icahn Offshore LP | ||||||||
| 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
14,923,911.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.1 % | ||||||||
| 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. See Items 4 and 5.
SCHEDULE 13D
|
| CUSIP No. | 293904108 |
| 1 |
Name of reporting person
Icahn Partners LP | ||||||||
| 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)
WC | ||||||||
| 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
21,132,725.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.5 % | ||||||||
| 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. See Items 4 and 5.
SCHEDULE 13D
|
| CUSIP No. | 293904108 |
| 1 |
Name of reporting person
Icahn Onshore LP | ||||||||
| 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
21,132,725.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.5 % | ||||||||
| 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. See Items 4 and 5.
SCHEDULE 13D
|
| CUSIP No. | 293904108 |
| 1 |
Name of reporting person
Icahn Capital LP | ||||||||
| 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. See Items 4 and 5.
SCHEDULE 13D
|
| CUSIP No. | 293904108 |
| 1 |
Name of reporting person
IPH GP LLC | ||||||||
| 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)
OO |
Comment for Type of Reporting Person:
The Reporting Person may also be deemed to beneficially own shares of Preferred Stock. See Items 4 and 5.
SCHEDULE 13D
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| 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. See Items 4 and 5.
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. See Items 4 and 5.
SCHEDULE 13D
|
| CUSIP No. | 293904108 |
| 1 |
Name of reporting person
BECKTON CORP | ||||||||
| 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. See Items 4 and 5.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, No par value | |
| (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. 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. | Purpose of Transaction | |
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. | ||
| 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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