ENZON PHARMACEUTICALS, INC. (OTCMKTS:ENZN) Files An 8-K Entry into a Material Definitive Agreement

ENZON PHARMACEUTICALS, INC. (OTCMKTS:ENZN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On September 1, 2020, Enzon Pharmaceuticals, Inc. (the “Company”) entered into a non-exclusive Investment Agreement with Icahn Capital LP in connection with the rights offering contemplated by the Company’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on September 1, 2020 (the “Rights Offering”). Icahn Capital LP, together with its affiliates, owns approximately 15% of the Company’s outstanding shares of common stock and is one of the Company’s largest stockholders.

Subject to the terms and conditions of the Investment Agreement, Icahn Capital LP has agreed to subscribe for its pro-rata share of the Rights Offering and to purchase all units that remain unsubscribed for at the expiration of the Rights Offering to the extent that other holders elect not to exercise all of their respective subscription rights. No fees will be paid by the Company to Icahn Capital LP in consideration of such investment commitment. In connection with the execution of the Investment Agreement, the parties have agreed to terminate the Standstill Agreement, dated December 18, 2016, by and between the Company, Icahn Capital LP and the other affiliated parties identified therein, so that it shall be of no further force or effect; and waive the applicability of Section 203 of the Delaware General Corporation Law of the State of Delaware to Icahn Capital LP and its affiliates. In addition, the Company has agreed to use its best efforts to register for resale all of the shares of the Company’s common stock then held by Icahn Capital LP and its affiliates following the closing of the Rights Offering.

The closing of the transactions contemplated by the Investment Agreement is subject to the satisfaction or waiver of customary closing conditions including, among others, the effectiveness of the Registration Statement on Form S-1 related to the Rights Offering and the closing of the Rights Offering.

The foregoing description of the Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Investment Agreement, dated as of September 1, 2020, by and between Enzon Pharmaceuticals, Inc. and Icahn Capital LP.

EX-10.1 2 tm2030022d1_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   INVESTMENT AGREEMENT   BY AND BETWEEN   ENZON PHARMACEUTICALS,…
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Enzon Pharmaceuticals, Inc. receives royalty revenues from existing licensing arrangements with other companies primarily related to sales of four marketed drug products: PegIntron, Sylatron, Macugen and CIMZIA. The Company has no clinical operations and limited corporate operations. PegIntron is used both as a monotherapy and in combination with REBETOL (ribavirin) capsules for the treatment of chronic hepatitis C. Macugen is used for the treatment of neovascular (wet) age-related macular degeneration. Sylatron is used for the treatment of melanoma. CIMZIA is used for the treatment of moderate to severe rheumatoid arthritis and Crohn’s disease. CIMZIA is a biologic medicine that counteracts tumor necrosis factor (or TNF), which promotes inflammation of the joints in rheumatoid arthritis.

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