UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
ENZON PHARMACEUTICALS, INC.
(Name of Subject Company and Filing Persons
(Issuer))
Series C Non-Convertible Redeemable Preferred
Stock
(Title of Class of Securities)
293904702
(CUSIP Number of Class of Securities)
Richard L. Feinstein
Chief Executive Officer, Chief Financial Officer
and Secretary
Enzon Pharmaceuticals, Inc.
20 Commerce Drive, Suite 135
Cranford, New Jersey 07016
(732) 980-4500
(Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies of communications to:
Todd E. Mason
Corby J. Baumann
Benjamin M. Russell
Thompson Hine LLP
300 Madison Avenue, 27th Floor
New York, New York 10017
(212) 344-5680
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Check the box if the filing relates solely to preliminary communications before the commencement of a tender offer. |
Check the appropriate boxes below to designate
any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final
amendment reporting the results of the tender offer: x
If applicable, check the appropriate box(es) below
to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 9 (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”)
on January 30, 2026, and amended by Amendment No. 1 thereto, filed with the SEC on February 11, 2026, Amendment No. 2 thereto, filed with
the SEC on February 27, 2026, Amendment No. 3 thereto, filed with the SEC on March 3, 2026, Amendment No. 4 thereto, filed with the SEC
on March 9, 2026, Amendment No. 5 thereto, filed with the SEC on March 11, 2026, Amendment No. 6 thereto, filed with the SEC on March
16, 2026, Amendment No. 7 thereto, filed with the SEC on March 18, 2026, and Amendment No. 8 thereto, filed with the SEC on March 24,
2026 (as hereby amended and supplemented and together with any other amendments and supplements thereto, this “Schedule TO”),
is filed by Enzon Pharmaceuticals, Inc., a Delaware corporation (the “Company,” “us” or “we”) and
relates to an exchange offer (the “Offer”) by the Company to each holder of its Series C Non-Convertible Redeemable Preferred
Stock, $0.01 par value per share (the “Series C Preferred Stock”) to exchange each share of Series C Preferred Stock validly
tendered and not validly withdrawn for a number of shares of the Company’s common stock, $0.01 par value per share (the “Common
Stock”) equal to (i) the aggregate liquidation preference of each share of Series C Preferred Stock, divided by (ii) $7.83 after
giving effect to the Reverse Stock Split (as defined in the Prospectus/Consent Solicitation/Offer to Exchange, dated January 28, 2026,
filed with the SEC on January 28, 2026 and declared effective on January 30, 2026 (the “Prospectus/Consent Solicitation/Offer to
Exchange”)). The Offer is made upon and subject to the terms and conditions set forth in the Prospectus/Consent Solicitation/Offer
to Exchange and in the related Letter of Transmittal.
This Amendment is being filed to amend and supplement
the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures
set forth in the Schedule TO and the exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment by reference.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and
the Prospectus/Consent Solicitation/Offer to Exchange.
The Schedule TO is hereby amended and supplemented
as follows:
Items 1 through 11
Items 1 through 11 of the Schedule TO are hereby
amended and supplemented by the addition of the following:
The Prospectus/Consent Solicitation/Offer to Exchange,
the Letter of Transmittal, the Notice of Guaranteed Delivery, and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate
by reference the information contained in the Prospectus/Consent Solicitation/Offer to Exchange, Letter of Transmittal, and Notice of
Guaranteed Delivery, are hereby supplemented and amended by the following:
The Offer and the withdrawal rights expired at
5:00 p.m., Eastern Time, on March 24, 2026. Continental Stock Transfer & Trust Company, the depositary for the Offer has advised Enzon
that, as of such time, a total of 339 shares of Series C Preferred Stock were validly tendered and not properly withdrawn, representing
less than 1% of the outstanding shares of Series C Preferred Stock (based on 40,000 shares of Series C Preferred Stock outstanding as
of March 24, 2026). Promptly after the Expiration Date, Enzon accepted for exchange all shares of Series C Preferred Stock that were validly tendered and not properly
withdrawn pursuant to the Offer. Enzon will promptly exchange all such shares in accordance with
the terms of the Offer. On March 25, 2026, the Offeror issued a press release announcing the expiration and results of the Offer.
The full text of the press release announcing
the expiration of the Offer is attached hereto as Exhibit (a)(1)(L) and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibits thereto:
| Exhibit Number |
Exhibit |
| (a)(1)(L) |
Press Release issued by Enzon Pharmaceuticals, Inc., dated March 25, 2026 (filed herewith). |
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SIGNATURE
After due 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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ENZON PHARMACEUTICALS, INC. |
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By: |
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/s/ Richard L. Feinstein |
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Name: |
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Richard L. Feinstein |
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Title: |
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Chief Executive Officer, Chief Financial Officer and Secretary |
Dated: March 25, 2026
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