Enzon Pharmaceuticals Files 10-K/A Amendment for Fiscal Year Ended December 31, 2023

TL;DR

<b>Enzon Pharmaceuticals, Inc. has filed an amended 10-K report for the fiscal year ending December 31, 2023, detailing its corporate information and registered securities.</b>

AI Summary

ENZON PHARMACEUTICALS, INC. (ENZN) filed a Amended Annual Report (10-K/A) with the SEC on April 26, 2024. Enzon Pharmaceuticals, Inc. filed a 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2023. The company's principal executive offices are located at 20 Commerce Drive, Suite 135, Cranford, New Jersey, 07016. Enzon Pharmaceuticals, Inc. is incorporated in Delaware and has an IRS Employer Identification No. of 22-2372868. The company's telephone number is (732) 980-4500. No securities are registered pursuant to Section 12(b) of the Act; Common Stock and Series A-1 Junior Participating Preferred Stock Purchase Rights are registered pursuant to Section 12(g).

Why It Matters

For investors and stakeholders tracking ENZON PHARMACEUTICALS, INC., this filing contains several important signals. This filing is an amendment to the original 10-K, indicating that the company is providing updated or corrected information for the fiscal year 2023. The filing confirms the company's legal structure, location, and the specific securities it has registered with the SEC, which is crucial for investors and regulatory oversight.

Risk Assessment

Risk Level: low — ENZON PHARMACEUTICALS, INC. shows low risk based on this filing. The filing is a 10-K/A, which is an amendment to a previous filing, suggesting potential corrections or additions rather than new material events. No specific financial data or operational changes are detailed in this header information.

Analyst Insight

Review the full amended 10-K filing for specific details regarding the reasons for the amendment and any updated financial or operational information.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reported fiscal year end date)
• 2024-04-26 — Filing Date (Date the 10-K/A was filed)
• 001-36435 — Commission File Number (SEC commission file number for Enzon Pharmaceuticals, Inc.)
• 0000727510 — Central Index Key (Company's Central Index Key)

Key Players & Entities

• ENZON PHARMACEUTICALS, INC. (company) — Filer name
• ENZN (company) — Trading symbol
• 20 Commerce Drive, Suite 135 (location) — Business address
• Cranford, New Jersey (location) — Business address city and state
• 07016 (location) — Business address zip code
• 732-980-4500 (phone_number) — Business phone
• Delaware (location) — State of incorporation
• 22-2372868 (tax_id) — IRS Employer Identification No.

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — The period covered by the 10-K/A filing.
• 2024-04-26: Filing Date — Date of the 10-K/A submission.

Key Financial Figures

• $0.01 — ection 12(g) of the Act: Common Stock, $0.01 par value Series A-1 Junior Participa
• $0.20 — arket of the OTC Markets Group, Inc. of $0.20 per share reported for such date. Share
• $200,000 — Feinstein's consulting fee to be set at $200,000 per year and an incentive of up to 25%
• $210,000 — rease Mr. Feinstein's consulting fee to $210,000. Outstanding Equity Awards at Decembe
• $30,000 — (i) received an annual cash retainer of $30,000 for service on the Board, (ii) for serv
• $10,000 — d an additional annual cash retainer of $10,000 and (iii) for service as a non-chair me
• $5,000 — d an additional annual cash retainer of $5,000. 7 Currently, in lieu of the above, e
• $36,666 — irector is compensated in the amount of $36,666 per annum (pro-rated for partial period

Filing Documents

• tm2411819d1_10ka.htm (10-K/A) — 151KB
• tm2411819d1_ex31-1.htm (EX-31.1) — 4KB
• 0001104659-24-052919.txt (&nbsp;) — 385KB
• enzn-20231231.xsd (EX-101.SCH) — 3KB
• enzn-20231231_lab.xml (EX-101.LAB) — 36KB
• enzn-20231231_pre.xml (EX-101.PRE) — 24KB
• tm2411819d1_10ka_htm.xml (XML) — 6KB

Executive Compensation

Executive Compensation 7 Item 12.

Security Ownership of Certain Beneficial Owners and

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 8 Item 13. Certain Relationships and Related Transactions, and Director Independence 8 Item 14. Principal Accounting Fees and Services 10 PART IV 10 Item 15. Exhibits, Financial Statement Schedules 10 2 EXPLANATORY NOTE Enzon Pharmaceuticals, Inc. (the "Company," "we," "us," or "our") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment No. 1") to amend our Annual Report on Form 10-K for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the "SEC") on March 20, 2024 (our "Annual Report"), to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from our Annual Report in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to provide the information required in Part III of Form 10-K because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Form 10-K. Pursuant to the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certification from the Company's principal executive officer who is also the Company's principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certification of the Company's principal executive officer and principal financial officer is attached to this Amendment No. 1 as Exhibit 31.1. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5

Directors, Executive Officers and

Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth certain information concerning our executive officers and directors as of April 26, 2024 . Nominee Name Age Director/Officer Since Position with Our Company Randolph C. Read 71 2020 Chairman of the Board Jordan Bleznick 68 2020 Director Jaffery (Jay) A. Firestone 67 2022 Director Richard L. Feinstein 80 2021 Chief Executive Officer, Chief Financial Officer, and Secretary 3 Directors Randolph C. Read – Mr. Read has been a director of our Company since August 2020, and since that time has served as our Chairman of the Board and Chairman of the Finance and Audit Committee. Mr. Read has been President and Chief Executive Officer of Nevada Strategic Credit Investments, LLC since 2009. Mr. Read has served since November 2018 as an independent manager/director and Chairman of the Board of Managers of New York REIT Liquidating, LLC, a successor to New York REIT, Inc., a publicly traded (NYSE) real estate investment trust, where Mr. Read served as an independent director from December 2014 to November 2018, including as Chairman of its Board of Directors from June 2015 to November 2018. Mr. Read has served as an independent Director of SandRidge Energy, Inc. (NYSE), an oil and natural gas exploration and production company, since June 2018. Mr. Read previously served as an independent director of Luby's Inc. from August 2019 to August 2021. Mr. Read has previously served as President of a variety of other companies and has previously served on a number of public and private company boards. Mr. Read is admitted as a Certified Public Accountant and has an M.B.A. in Finance from the Wharton Graduate School of the University of Pennsylvania and a B.S. from Tulane University. Mr. Read's qualifications to serve as a director of our Company include his significant business experience as a director and an executive officer of entities in a variety of indust

Executive Compensation

Item 11. Executive Compensation Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) All Other Compensation ($)(1) Total ($) Richard L. Feinstein Chief Executive Officer, Chief 2023 — 15,000 — — 209,068 224,068 Financial Officer and Secretary 2022 — 10,000 — — 199,452 209,452 (1) The amounts in this column reflect fees and expenses related to services rendered during fiscal years 2023 and 2022 on a consulting basis. Mr. Feinstein did not receive a base salary for fiscal year 2023 or 2022. Narrative Disclosure to Summary Compensation Table Richard L. Feinstein On February 24, 2022, the Company entered into a revised consulting agreement with Richard L. Feinstein, the Company's Chief Executive Officer, Chief Financial Officer and Secretary. The agreement provides for Mr. Feinstein's consulting fee to be set at $200,000 per year and an incentive of up to 25% of the fee at the discretion of our Board based on the Company's and Mr. Feinstein's performance. In 2023, the Board agreed to increase Mr. Feinstein's consulting fee to $210,000. Outstanding Equity Awards at December 31, 2023 None. The 2011 Stock Option Plan and Incentive Plan was terminated effective February 24, 2022 and, as such, there will be no further grants made pursuant to such plan. Potential Payments Upon Termination or Change in Control Mr. Feinstein is not covered by a severance or change in control agreement and, accordingly, he would not have been entitled to receive any termination or change in control-related payments as of December 31, 2023. Amended and Restated 2013 Outside Director Compensation Plan Under the Amended and Restated 2013 Outside Director Compensation Plan, each non-employee director (i) received an annual cash retainer of $30,000 for service on the Board, (ii) for service as chair of the Finance and Audit Committee, received an additional annual cash retainer of $10

Security Ownership of Certain Beneficial

Item 12. Security Ownership of Certain Beneficial The following table sets forth certain information as of April 19, 2024 concerning stock ownership of (i) each person known by us to own beneficially more than 5% of our outstanding Common Stock, (ii) each of our directors as of such date, (iii) each of our named executive officers, and (iv) all of our directors and current executive officers as a group. Information set forth in this table as to our directors and current executive officers is based upon information supplied by these individuals. Information in this table as to our greater than 5% stockholders is based solely upon the Schedules 13D or 13G filed by these stockholders with the SEC. Where information is based on a Schedule 13D or 13G, the number of shares owned is as of the date for which information was provided in such schedules. Name of Beneficial Amount and Nature of Beneficial Percentage of Voting Stock Outstanding(3) Randolph C. Read 200,000 * Jordan Bleznick 100,000 * Jaffery A. Firestone — — Richard L. Feinstein — — Carl C. Icahn and affiliated entities 36,056,636 (4) 48.6 % Jonathan Couchman and affiliated entities 7,743,954 (5) 10.4 % All Directors and Current Executive Officers as a group (4 persons) 300,000 * * Less than one percent (1) The address for each of the named executive officers and directors listed in this table is c/o Enzon Pharmaceuticals, Inc., 20 Commerce Drive, Suite 135, Cranford, New Jersey, 07016. (2) Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who has or shares voting or investment power with respect to such shares. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all the shares beneficially owned, subject to community

Certain Relationships and Related

Item 13. Certain Relationships and Related Transactions, and Director Independence Our Board has adopted a formal written policy that we will not enter into any "related party transaction" (defined consistent with Item 404 of Regulation S-K under the Exchange Act) unless the Finance and Audit Committee or a comparable committee of disinterested directors approves such transaction. No member of the Finance and Audit Committee or comparable committee shall participate in the review or approval of any related party transaction or any material amendment thereto where that member is a related party in that transaction. In reviewing and approving any related party transaction or any material amendment thereto, the Finance and Audit Committee or comparable committee shall satisfy itself that it has been fully informed as to the related party's relationship and interest and as to the material facts of the proposed related party transaction or material amendment, and shall determine that the related party transaction or material amendment thereto is fair to our Company. 8 Since January 1, 2020, there have been no such related party transactions, other than on September 1, 2020, when we entered into a non-exclusive Investment Agreement with Icahn Capital LP in connection with our recently completed rights offering. Pursuant to the Investment Agreement, Icahn Capital LP agreed to subscribe for its pro-rata share of our rights offering and to purchase all units that remained unsubscribed for at the expiration of our rig

View Full Filing

View this 10-K/A filing on SEC EDGAR