Form 10-Q - Quarterly report [Sections 13 or 15(d)]

September 30,

December 31,

Professional and consulting fees

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36435

Enzon Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


Delaware	22-2372868
(State of incorporation)	(I.R.S. Employer Identification No.)

20 Commerce Drive (Suite 135), Cranford, New Jersey	07016
(Address of principal executive offices)	(Zip Code)

(732) 980-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒
	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Shares of Common Stock outstanding as of November 3, 2023: 74,214,603

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ENZON PHARMACEUTICALS, INC.

Table of Contents


		Page
	PART I - FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18

	PART II – OTHER INFORMATION	19

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
Signatures		20

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	September 30,		December 31,
	2023		2022
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	46,557	$	46,982
Other current assets		329		405
Total current assets		46,886		47,387
Deferred tax asset		111		202
Total assets	$	46,997	$	47,589

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	337	$	331
Accrued expenses and other current liabilities		69		93
Dividends payable on Series C preferred stock		—		1,275
		406		1,699
Commitments and contingencies

Mezzanine equity:
Series C preferred stock - $0.01 par value, 40,000 shares authorized, issued and outstanding (liquidation value $1,102 and $1,062 per share) at September 30, 2023 and December 31, 2022		44,076		42,483

Stockholders’ equity:
Preferred stock - $0.01 par value, authorized 2,960,000 shares; no shares issued and outstanding at September 30, 2023 and December 31, 2022		—		—
Common stock - $0.01 par value, authorized 170,000,000 shares; issued and outstanding 74,214,603 shares at September 30, 2023 and December 31, 2022		742		742
Additional paid-in capital		73,115		74,708
Accumulated deficit		(71,342)		(72,043)
Total stockholders’ equity		2,515		3,407
Total liabilities, mezzanine equity and stockholders’ equity	$	46,997	$	47,589

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)


	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenues:
Royalties and milestones, net	$	—	$	—	$	—	$	—
Total revenues		—		—		—		—

Operating expenses:
General and administrative		225		221		828		821
Total operating expenses		225		221		828		821

Operating loss		(225)		(221)		(828)		(821)
Interest and dividend income		622		208		1,622		300

Income (loss) before income tax (expense) benefit		397		(13)		794		(521)

Income tax (expense) benefit		(76)		(2)		(93)		2

Net income (loss)		321		(15)		701		(519)
Dividends on Series C preferred stock		(531)		(531)		(1,593)		(1,593)
Net loss available to common shareholders	$	(210)	$	(546)	$	(892)	$	(2,112)

Loss per common share
Basic	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.03)
Diluted	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.03)

Weighted-average number of shares – basic		74,215		74,215		74,215		74,215
Weighted-average number of shares – diluted		74,215		74,215		74,215		74,215

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Mezzanine Equity – Series C
	Preferred Stock			Common Stock			Additional				Total
	Number of	Par		Number of	Par		Paid-in		Accumulated		Stockholders’
	Shares	Value		Shares	Value		Capital		Deficit		Equity
Balance, December 31, 2021	40	$	42,483	74,215	$	742	$	75,983	$	(71,857)	$	4,868
Net loss	—		—	—		—		—		(291)		(291)
Preferred stock dividend accumulation	—		531	—		—		(531)		—		(531)
Balance, March 31, 2022	40		43,014	74,215		742		75,452		(72,148)		4,046
Net loss	—		—	—		—		—		(213)		(213)
Preferred stock dividend accumulation	—		531	—		—		(531)		—		(531)
Balance, June 30, 2022	40		43,545	74,215		742		74,921		(72,361)		3,302
Net loss	—		—	—		—		—		(15)		(15)
Preferred stock dividend accumulation	—		531	—		—		(531)		—		(531)
Balance, September 30, 2022	40	$	44,076	74,215	$	742	$	74,390	$	(72,376)	$	2,756


	Mezzanine Equity – Series C
	Preferred Stock			Common Stock			Additional				Total
	Number of	Par		Number of	Par		Paid-in		Accumulated		Stockholders’
	Shares	Value		Shares	Value		Capital		Deficit		Equity
Balance, December 31, 2022	40	$	42,483	74,215	$	742	$	74,708	$	(72,043)	$	3,407
Net income	—		—	—		—		—		197		197
Preferred stock dividend accumulation	—		531	—		—		(531)		—		(531)
Balance, March 31, 2023	40		43,014	74,215		742		74,177		(71,846)		3,073
Net income	—		—	—		—		—		183		183
Preferred stock dividend accumulation	—		531	—		—		(531)		—		(531)
Balance, June 30, 2023	40		43,545	74,215		742		73,646		(71,663)		2,725
Net income	—		—	—		—		—		321		321
Preferred stock dividend accumulation	—		531	—		—		(531)		—		(531)
Balance, September 30, 2023	40	$	44,076	74,215	$	742	$	73,115	$	(71,342)	$	2,515

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine months ended
	September 30,
	2023		2022
Cash flows from operating activities:
Net income (loss)	$	701	$	(519)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		91		—
Changes in operating assets and liabilities		58		(270)
Net cash provided by (used in) operating activities		850		(789)

Cash flows from financing activities:
Preferred stock dividend payments		(1,275)		—
Net cash used in financing activities		(1,275)		—

Net decrease in cash and cash equivalents		(425)		(789)

Cash and cash equivalents, beginning of period		46,982		47,641

Cash and cash equivalents, end of period	$	46,557	$	46,852

Non-cash financing activities:
Accretion of dividend for Series C Preferred Stock	$	1,593	$	1,593

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)Description of Business

Enzon Pharmaceuticals, Inc. (together with its subsidiaries, the “Company,” “Enzon,” “we” or “us”) is positioned as a public company acquisition vehicle, where it can become an acquisition platform and more fully utilize its net operating loss carryforwards (“NOLs”) and enhance stockholder value.

In September 2020, the Company initiated a rights offering for its common and preferred stock (see below and Note 13 to our Condensed Consolidated Financial Statements), which closed in October 2020, and it realized $43.6 million in gross proceeds. This has enabled the Company to embark on its plan to realize the value of its more than $100 million NOLs by acquiring potentially profitable businesses or assets. To protect the NOLs, in August 2020, the Company’s Board of Directors (the “Board”) adopted a Section 382 rights plan (see Note 12 to our Condensed Consolidated Financial Statements).

Historically, the Company had received royalty revenues from licensing arrangements with other companies primarily related to sales of certain drug products that utilized Enzon’s proprietary technology. In recent years, the Company has had no clinical operations and limited corporate operations. Enzon has a marketing agreement in the drug Vicineum, which, if approved, will, potentially, generate milestone and royalty payments to it in the future. Enzon cannot assure you that it will earn material future royalties or milestones.

The Board and the Company’s management are actively involved in pursuing, sourcing, reviewing and evaluating various potential acquisition transactions consistent with its long-term strategy. The Company’s management and Board have made a number of contacts and engaged in discussions with principals of individual companies and financial advisors on behalf of various individual companies, while continuing to evaluate potential transactions. To date, no actionable transactions have been initiated.

The Company has a marketing agreement with Micromet AG, now part of Amgen, Inc. (the “Micromet Agreement”), pursuant to which it may be entitled to certain milestone and royalty payments if Vicineum, a drug that was being developed by Sesen, Inc., (Sesen”) is approved for the treatment of non-muscle invasive bladder cancer. In a series of announcements, Sesen noted that it was voluntarily pausing further development of Vicineum in the United States and had withdrawn its application to market Vicineum in Europe. Sesen later announced that it had completed a merger with Carisma Therapeutics Inc. (“Carisma”) and that the combined company will focus on the advancement of Carisma’s proprietary cell therapy for the treatment of cancer and other disorders. Sesen also stated that it intends to seek a partner for the further development of Vicineum.

In August 2020, the Board adopted a Section 382 rights plan and declared a dividend distribution of one right for each outstanding share of the Company’s common stock to stockholders of record at the close of business on August 24, 2020. (See Note 11 to the Condensed Consolidated Financial Statements.)

In September 2020, the Board approved a Rights Offering (the “Rights Offering”), by which the Company distributed, at no charge to all holders of its common stock on September 23, 2020 (the “Record Date”), transferable subscription rights to purchase units (“Units”) at a subscription price per Unit of $1,090. In the Rights Offering, each stockholder on the Record Date received one subscription right for every share of common stock owned on the Record Date. For every 1,105 subscription rights held, a stockholder was entitled to purchase one Unit at the subscription price. Each Unit consisted of one share of newly designated Series C Preferred Stock, par value $0.01 per share, and 750 shares of the Company’s common stock. The subscription period for the Rights Offering ended on October 9, 2020.

As a result of the sale of all 40,000 Units available for purchase in the Rights Offering, the Company received approximately $43.6 million of gross proceeds and had 40,000 shares of Series C Preferred Stock outstanding and an aggregate of 74,214,603 shares of common stock outstanding following the Rights Offering. (See Note 12 to the Condensed Consolidated Financial Statements.)

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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)Description of Business (continued)

On an annual basis, the Board may, at its sole discretion, cause a dividend with respect to the Series C Preferred Stock to be paid in cash to the holders in an amount equal to 3% of the liquidation preference as in effect at such time (initially $1,000 per share). If the dividend is not so paid in cash, the liquidation preference is adjusted and increased annually by an amount equal to 5% of the liquidation preference per share as in effect at such time, that is not paid in cash to the holders on such date. The Board did not declare a dividend as of December 31, 2021 and, at December 31, 2021 the liquidation value of the Series C Preferred Stock was $1,062 per share. On December 29, 2022, the Board declared a cash dividend of 3% on the Series C Preferred Stock, aggregating approximately $1,275,000 or $31.86 per share. Accordingly, the cumulative liquidation value of the Series C Preferred Stock was approximately $42,483,000 ($1,062 per share) on December 31, 2022. The dividend was paid on January 17, 2023 to the holders of record of the Company’s Series C Preferred Stock as of January 10, 2023. As of September 30, 2023, the Board had not yet determined whether to declare a cash dividend at the end of 2023. Accordingly, the Company accrued an accumulation at 5% for the first nine months of 2023 on a pro rata basis (approximately $1,062,000 or $40 per share) and, as a result, the liquidation value of the Series C Preferred Stock was approximately $44,076,000 ($1,102 per share) at September 30, 2023. (See Note 13 to the Condensed Consolidated Financial Statements.)

The Company maintains its principal executive offices at 20 Commerce Drive, Suite 135, Cranford, New Jersey 07016 through a service agreement with Regus Management Group, LLC.

(2)Basis of Presentation

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company in accordance with United States accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include legal and contractual contingencies and income taxes. Although management bases its estimates on historical experience, relevant current information and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates.

Revenue Recognition

Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues.

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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(2)Basis of Presentation (continued)

Contingent payments due under the asset purchase agreement for the sale of the Company’s former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved and collection is assured, such payments are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations.

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense.

(3)Recent Accounting Pronouncements

Recent Accounting Standards Updates issued by the Financial Accounting Standards Board and guidance issued by the SEC did not, or are not believed by management to, have a material effect on the Company’s present or future Condensed Consolidated Financial Statements.

(4)Financial Instruments and Fair Value

The carrying values of cash and cash equivalents, royalty receivable, other current assets, accounts payable, accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets approximated their fair values at September 30, 2023 and December 31, 2022 due to their short-term nature. As of each of September 30, 2023 and December 31, 2022, the Company held cash equivalents aggregating approximately $45.5 million and $47.0 million, respectively.

(5)Supplemental Cash Flow Information

The Company made a minimal New Jersey income tax payment during the nine-month period ended September 30, 2023 and $1,000 in income tax payments during the nine-month period ended September 30, 2022. There were no interest payments made during the nine-month periods ended September 30, 2023 and 2022.

(6)Cash Dividend

On December 29, 2022, the Board declared a cash dividend of 3% on the Series C Preferred Stock, aggregating approximately $1,275,000 or $31.86 per share. Accordingly, the cumulative liquidation value of the Series C Preferred Stock was approximately $42,483,000 ($1,062 per share) on December 31, 2022. The dividend was paid on January 17, 2023 to the holders of record of the Company’s Series C Preferred Stock as of January 10, 2023 (See Note 13 to the Condensed Consolidated Financial Statements).

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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(7)Loss Per Common Share

Because there is a net loss available to common shareholders in each of the periods, only basic and diluted loss per common share is presented. Basic net loss available to common shareholders per common share is computed by dividing the net loss, less any dividends, accretion or reduction or redemption on our Series C Preferred Stock, by the weighted average number of shares of common stock outstanding during the period. The Company had no outstanding common stock equivalents during any of the periods presented.

For purposes of calculating diluted earnings per common share, the denominator normally includes both the weighted-average number of shares of common stock outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Because a net loss available to common shareholders was incurred in each of the three and nine-month periods ended September 30, 2023 and 2022, common stock equivalents would be anti-dilutive. During each of the three and nine-month periods ended September 30, 2023 and 2022, there were no common stock equivalents. Loss per common share information is as follows (in thousands, except per share amounts) for the three months and nine months ended September 30, 2023 and 2022:


	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Loss Per Common Share – Basic and Diluted:
Net income (loss)	$	321	$	(15)	$	701	$	(519)
Dividends on Series C preferred stock		(531)		(531)		(1,593)		(1,593)
Net loss available to common shareholders	$	(210)	$	(546)	$	(892)	$	(2,112)

Weighted-average number of common shares outstanding		74,215		74,215		74,215		74,215

Basic and diluted loss per share	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.03)

(8)Income Taxes

Income Taxes

During the nine-month periods ended September 30, 2023 and 2022, the Company recorded approximately $92,500 and $2,000, respectively, of income tax expense. The income tax expense in 2023 has been mainly related to the reduction of the net deferred tax asset due to the utilization of federal and state net operating loss carryforwards.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Assuming no acquisition is completed or material changes in results through year-end 2023, the Company has partially reversed the valuation allowances as of September 30, 2023. A deferred tax expense of approximately $91,000 and $76,000, respectively, was recorded during the nine and three-month periods ended September 30, 2023.

Management of the Company will continue to assess the need for this valuation allowance and will make adjustments when or if appropriate.

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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(8)Income Taxes (continued)

At September 30, 2023, the Company had federal NOLs of approximately $103 million, of which approximately $99.8 million will expire in the years 2025 through 2036, and New Jersey state NOLs of approximately $25.2 million that expire in the years 2031 through 2042. Under the Tax Cuts and Jobs Act, federal net operating losses generated in tax years beginning after December 31, 2017 have an unlimited carryforward period, and the amount of net operating loss allowed to be utilized each year is limited to 80% of taxable income.

At September 30, 2023, the Company has federal research and development (“R&D”) tax credit carryforwards of approximately $11.1 million that expire in the years 2023 through 2029. These deferred tax assets were subject to a valuation allowance such that the deferred tax expense incurred as a result of the expiration of the R&D credit carryforwards was offset by a corresponding deferred tax benefit for the related reduction in valuation allowance.

The Company’s ability to use the NOLs and R&D tax credit carryforwards may be limited, as they are subject to certain limitations due to ownership changes as defined by rules pursuant to Section 382 of the Internal Revenue Code of 1986, as amended. However, management of the Company believes that the Company’s NOLs will not be limited by any changes in the Company’s ownership as a result of the successful completion of the Rights Offering. (See Note 12 to the Condensed Consolidated Financial Statements.) Additionally, in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its NOLs, the Board adopted a Section 382 rights plan. (See Note 11 to the Condensed Consolidated Financial Statements.)

The Company has not recorded a liability for unrecognized income tax benefits.

(9)Commitments and Contingent Liabilities

The Company has been involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial position, results of operations, or liquidity.

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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(10)Accounts Payable and Accrued Expenses

Prior to 2017, the Company’s primary source of royalty revenues was derived from sales of PegIntron, which is marketed by Merck & Co., Inc. (“Merck”). At December 31, 2022, the Company recorded a liability to Merck of approximately $331,000, based primarily on Merck’s assertions regarding recoupments related to prior returns and rebates. Royalties earned from sales of of PegIntron during the first two quarters of 2023 were de minimus. Merck has not yet reported royalty revenues earned by us for product sales and/or recoupments for returns and rebates for the quarter ended September 30, 2023. Accordingly, at September 30, 2023, the Company recorded a net payable to Merck of approximately $331,000 due to such royalty overpayment claims by Merck. The Company believes that it will receive no additional royalties from Merck.

Accrued expenses and other current liabilities consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands):

(11)Section 382 Rights Plan

On August 14, 2020, in an effort to protect stockholder value by attempting to protect against a possible limitation on the Company’s ability to use its NOLs, the Board adopted a Section 382 rights plan and declared a dividend distribution of one right for each outstanding share of the Company’s common stock to stockholders of record at the close of business on August 24, 2020. Accordingly, holders of the Company’s common stock own one preferred stock purchase right for each share of common stock owned by such holder. The rights are not immediately exercisable and will become exercisable only upon the occurrence of certain events as set forth in the Section 382 rights plan. If the rights become exercisable, each right would initially represent the right to purchase from the Company one one-thousandth of a share of the Company’s Series A-1 Junior Participating Preferred Stock, par value $0.01 per share, for a purchase price of $1.20 per right. If issued, each fractional share of Series A-1 Junior Participating Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as does one share of the Company’s common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including any dividend, voting or liquidation rights. The rights will expire on the earliest of (i) the close of business on June 2, 2024 (unless that date is advanced or extended by the Board), (ii) the time at which the rights are redeemed or exchanged under the Section 382 rights plan, (iii) the close of business on the day of repeal of Section 382 of the Internal Revenue Code or any successor statute or (iv) the close of business on the first day of a taxable year of the Company to which the Company’s Board of Directors determines that no NOLs may be carried forward.

(12)Rights Offering

On September 1, 2020, the Board approved a Rights Offering. For every 1,105 subscription rights held, a stockholder was entitled to purchase one Unit at the subscription price of $1,090. Each Unit consisted of one share of newly designated Series C Preferred Stock, par value $0.01 per share, and 750 shares of the Company’s common stock. On October 9, 2020, the Rights Offering expired and, as a result of the sale of all 40,000 Units, the Company received approximately $43.6 million in gross proceeds and issued shares of Series C Preferred Stock and shares of common stock such that, following the closing of the Rights Offering, there was an aggregate of 40,000 shares of Series C Preferred Stock outstanding and 74,214,603 shares of common stock outstanding.

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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(12)Rights Offering (continued)

On an annual basis, the Board may, at its sole discretion, cause a dividend with respect to the Series C Preferred Stock to be paid in cash to the holders in an amount equal to 3% of the liquidation preference as in effect at such time (initially $1,000 per share). If the dividend is not so paid in cash, the liquidation preference is adjusted and increased annually by an amount equal to 5% of the liquidation preference per share as in effect at such time, that is not paid in cash to the holders on such date. Holders of Series C Preferred Stock do not have any voting rights and the Series C Preferred Stock is not convertible into shares of the Company’s common stock. The initial liquidation value of the Series C Preferred Stock was $1,000 per share. At December 31, 2021, the liquidation value of the Series C Preferred Stock was $1,062 per share, inasmuch as no dividend was declared or paid in cash. On December 29, 2022, the Board declared a cash dividend of 3% on the Series C Preferred Stock, aggregating approximately $1,275,000 or $31.86 per share. Accordingly, the liquidation value of the Series C Preferred Stock was $1,062 per share on December 31, 2022. The dividend was paid on January 17, 2023 to the holders of record of the Company’s Series C Preferred Stock as of January 10, 2023.

Since November 1, 2022, the Company has been able to redeem the Series C Preferred Stock at any time, in whole or in part, for an amount based on the liquidation preference per share as in effect at such time. Holders of Series C Preferred Stock have the right to demand that the Company redeem their shares in the event that the Company undergoes a change of control as defined in the Certificate of Designation of the Series C Preferred Stock.

(13)Series C Preferred Stock

In October 2020, the Company issued 40,000 shares of Series C Preferred Stock for an aggregate purchase price of $40.0 million.

As of December 31, 2021, the Board had not declared a cash dividend on the Series C Preferred Stock. Accordingly, during the year ended December 31, 2021, the Company recorded a 5% increase to the liquidation preference of approximately $50 per share of Series C Preferred Stock, aggregating approximately $2,023,000, for a cumulative liquidation value of approximately $42,483,000 ($1,062 per share) as of December 31, 2021. Because a cash dividend of 3% was declared for 2022, at December 31, 2022, there was no change to the liquidation value that was recorded as of December 31, 2021. As of September 30, 2023, the Board had not yet determined whether to declare a cash dividend at the end of 2023. Since a determination has not been made, the Company has recorded a 5% increase (computed on a pro rata basis) to the liquidation preference of approximately $40 per share of Series C Preferred Stock, aggregating approximately $1,593,000, for a cumulative liquidation value of approximately $44,076,000 ($1,102 per share) as of September 30, 2023. Unless and until an amount in cash is paid to the holders of the Series C Preferred Stock in an amount equal to the difference between the initial liquidation value ($1,000 per share) and the then-current liquidation value, no dividends may be paid to holders of the Company’s common stock.

There is no prohibition on the repurchase or redemption of Series C Preferred Shares while there is any arrearage in the payment of dividends.

Since the redemption of the Series C Preferred Stock is contingently or optionally redeemable, the Series C Preferred Stock has been classified in mezzanine equity on the Condensed Consolidated Balance Sheets.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “Enzon,” the “Company,” “we,” “us,” or “our” and similar terms mean Enzon Pharmaceuticals, Inc. and its subsidiaries. The following discussion of our financial condition and results of operations should be read together with our consolidated financial statements and notes to those statements included elsewhere in this Quarterly Report on Form 10-Q and our 2022 Annual Report on Form 10-K.

Forward-Looking Information and Factors That May Affect Future Results

The following discussion contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in the following discussion, other than statements that are purely historical, are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “potential,” “anticipates,” “plans,” or “intends” or the negative thereof, or other variations thereof, or comparable terminology, or by discussions of strategy. Forward-looking statements are based upon management’s present expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future and are subject to known and unknown risks and uncertainties that could cause actual results, events or developments to be materially different from those indicated in such forward-looking statements, including the risks and uncertainties set forth in Item 1A. Risk Factors in our 2021 Annual Report on Form 10-K. These risks and uncertainties should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. As such, no assurance can be given that the future results covered by the forward-looking statements will be achieved.

The percentage changes throughout the following discussion are based on amounts stated in thousands of dollars and not the rounded millions of dollars reflected in this section.

Overview

During 2020, the Company adopted a Section 382 rights plan and completed a Rights Offering, each as further described below. As a result of the successful completion of the Rights Offering, we are positioned as a public company acquisition vehicle, where we can become an acquisition platform and more fully utilize our NOLs and enhance stockholder value. We intend to acquire profitable businesses, entities or revenue streams that will generate sufficient income so that we can utilize our approximately $103.4 million of federal NOLs. To date, we have not identified any actionable acquisition candidates and, while we expect that, ultimately, we will be successful in realizing the value of our NOLs, we cannot assure you that we will be able to do so.

Prior to 2017, the primary source of our royalty revenues was derived from sales of PegIntron, which is marketed by Merck. We currently have no clinical operations and limited corporate operations. We have no intention of resuming any clinical development activities. Royalty revenues from sales of PegIntron accounted for 0% of our total revenues for the nine months ended September 30, 2023.

We have a marketing agreement with Micromet AG, now part of Amgen, Inc. (the “Micromet Agreement”), pursuant to which we may be entitled to certain milestone and royalty payments if Vicineum, a drug that was being developed by Sesen, Inc., (Sesen”) is approved for the treatment of non-muscle invasive bladder cancer. In a series of announcements, Sesen noted that it was voluntarily pausing further development of Vicineum in the United States and had withdrawn its application to market Vicineum in Europe. Sesen later announced that it had completed a merger with Carisma Therapeutics Inc. (“Carisma”) and that the combined company will focus on the advancement of Carisma’s proprietary cell therapy for the treatment of cancer and other disorders. Sesen also stated that it intends to seek a partner for the further development of Vicineum.

Due to the challenges associated with developing and obtaining approval for drug products, and the lack of our involvement in the development and approval process, there is substantial uncertainty as to whether we will receive any milestone or royalty payments under the Micromet Agreement. We will not recognize revenue until all revenue recognition requirements are met.

Acquisition Activities

Our Board of Directors and our management are actively involved in pursuing, sourcing, reviewing and evaluating various potential acquisition transactions consistent with our long-term strategy. Our management and Board of Directors have made a number of contacts and engaged in discussions with principals of individual companies and financial advisors on behalf of various individual companies, while continuing to evaluate potential transactions. To date, we have not developed any actionable transactions. We will continue to update our stockholders as material developments arise.

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Throughout this Management’s Discussion and Analysis, the primary focus is on our results of operations, cash flows and financial condition. The percentage changes throughout the following discussion are based on amounts stated in thousands of dollars.

Results of Operations

In the three-month and nine-month periods ended September 30, 2023 and 2022, we earned no milestone or royalty revenues.

Other Income (in thousands of dollars):


	Three Months Ended September 30,						Nine Months Ended September 30,
			%						%
	2023		Change		2022		2023		Change		2022
Other income	$	622	199	%	$	208	$	1,622	440	%	$	300

Other income is attributable to the interest and dividends received on the invested cash and cash equivalents we received from the $43.6 million of proceeds from our rights offering (see Note 13 to our Consolidated Financial Statements). Other income increased by approximately $414,000, or 199%, to $622,000 for the three months ended September 30, 2023 from $208,000 for the comparable period in 2022 due to the higher rates of interest available during the 2023 period.

Other income increased by approximately $1,322,000, or 440%, to $1,622,000 for the nine months ended September 30, 2023 from $300,000 for the nine months ended September 30, 2022. The increase in other income is attributable to the higher rates of interest in 2023.

Operating Expenses:

General and Administrative (in thousands of dollars):


	Three Months Ended September 30,						Nine Months Ended September 30,
			%						%
	2023		Change		2022		2023		Change		2022
General and administrative	$	225	2	%	$	221	$	828	1	%	$	821

General and administrative expenses increased by approximately $7,000, or 1%, to $828,000 for the nine months ended September 30, 2023 from $821,000 for the first nine months of 2022.

General and administrative expenses increased by approximately $4,000, or 2%, to $225,000 for the three months ended September 30, 2023 from $221,000 for the third quarter of 2022.

Tax Expense:

Assuming no acquisition is completed or material changes in results through year-end 2023, we have partially reversed the valuation allowances as of September 30, 2023. Deferred tax expense of approximately $76,000 and $91,000 was recorded during the nine and three-month periods ended September 30, 2023, repectively.

Income Taxes:

Under the asset and liability method of accounting for income taxes, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance on net deferred tax assets is provided for when it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of September 30, 2023, we believe, based on our projections, that a partial reversal of the valuation allowance is necessary. We reviewed our past historical taxable losses, expectations of taxable income beyond 2023, future projections of interest rates, and potential changes in the Company’s status in considering a partial reversal of the valuation allowance. We are unable to project pre-tax book income beyond 2023 due to the uncertainty of future interest rates and that no actionable acquisition target has been currently identified that would utilize the NOLs at this time. Therefore, we have partially reversed the valuation allowances. We are positioned as a public company acquisition vehicle, where we can become an acquisition platform and more fully utilize our NOLs. We intend to acquire profitable businesses, entities or revenue streams that will generate sufficient income

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so that we can utilize our approximately $103 million NOLs. At this time, however, we cannot assure you that we will be successful in doing so. Accordingly, our management will continue to assess the need for this valuation allowance and will make adjustments when appropriate. Additionally, our management believes that our NOLs will not be limited by any changes in our ownership as a result of the successful completion of the Rights Offering (See Note 12 to the Consolidated Financial Statements).

We recognize the benefit of an uncertain tax position that we have taken or expect to take on the income tax returns we file if it is more likely than not that we will be able to sustain our position.

Liquidity and Capital Resources

Our current source of liquidity is our existing cash on hand, which includes the approximately $43.6 million of gross proceeds from our Rights Offering and the interest earned on that amount, less related dividends paid on the Series C Preferred stock. (See Note 13 to the Condensed Consolidated Financial Statements.) While we no longer have any research and development activities, we continue to retain rights to receive royalties and milestone payments from existing licensing arrangements with other companies and, accordingly, we may be entitled to a share of milestone and royalty payments from the approval and sale of Vicineum. We believe that our existing cash on hand will be sufficient to fund our operations, at least, through November 2024. Our future royalty revenues are expected to be de minimis over the next several years and we cannot assure you that we will receive any royalty, milestone or other revenues.

While we are positioned as a public company acquisition vehicle, where we can become an acquisition platform and more fully utilize our NOLs and enhance stockholder value, we cannot assure you that we will succeed in making acquisitions that are profitable and that will enable us to utilize our NOLs.

Cash provided by operating activities represents a net income, as adjusted for certain non-cash items including the effect of changes in operating assets and liabilities. Cash provided by operating activities during the nine months ended September 30, 2023 was approximately $850,000, as compared to cash used in operating activities of approximately $789,000 during the comparable period in 2022. The increase of approximately $1,639,000 was primarily attributable to interest income of approximately $1,622,000 in the first nine months of 2023, resulting in net income of approximately $701,000 during that period compared to a net loss of approximately $519,000 during the first nine months of 2022.

Off-Balance Sheet Arrangements

As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (SPEs), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually limited purposes. As of September 30, 2023, we were not involved in any SPE transactions.

Critical Accounting Policies and Estimates

A critical accounting policy is one that is both important to the portrayal of a company’s financial condition and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our condensed consolidated financial statements are presented in accordance with accounting principles that are generally accepted in the U.S. (“U.S. GAAP”). All applicable U.S. GAAP accounting standards effective as of September 30, 2023 have been taken into consideration in preparing the condensed consolidated financial statements. The preparation of the condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Some of those estimates are subjective and complex, and, consequently, actual results could differ from those estimates. The following accounting policies and estimates have been highlighted as significant because changes to certain judgments and assumptions inherent in these policies could affect our condensed consolidated financial statements.

We base our estimates, to the extent possible, on historical experience. Historical information is modified as appropriate based on current business factors and various assumptions that we believe are necessary to form a basis for making judgments about the carrying value of assets and liabilities. We evaluate our estimates on an ongoing basis and make changes when necessary. Actual results could differ from our estimates.

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Revenues

Royalties under our license agreements with third-parties and pursuant to the sale of our former specialty pharmaceutical business are recognized when reasonably determinable and earned through the sale of the product by the third-party and collection is reasonably assured. Notification from the third-party licensee of the royalties earned under the license agreement is the basis for royalty revenue recognition. This information generally is received from the licensees in the quarter subsequent to the period in which the sales occur.

Contingent payments due under the asset purchase agreement for the sale of our former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved, collection is assured, such payments are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process.

Forward-Looking Information and Factors That May Affect Future Results

This Quarterly Report on Form 10-Q contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in the Quarterly Report on Form 10-Q, other than statements that are purely historical, are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as the words “believes,” “expects,” “may,” “will,” “should,” “potential,” “anticipates,” “plans” or “intends” or the negative thereof, or other variations thereof, or comparable terminology, or by discussions of strategy. Forward-looking statements are based upon management’s present expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future and are subject to known and unknown risks and uncertainties that could cause actual results, events or developments to be materially different from those indicated in such forward-looking statements, including, but not limited to, the following risks and uncertainties:

●

We may be unsuccessful in our strategy to fully utilize our NOLs and other tax assets and enhance stockholder value as a public company acquisition vehicle.

●

Our sources of revenue are limited and we may incur losses for the foreseeable future.

●

In recent years, we derived most of our royalty revenues from continued sales of PegIntron, which have been in sharp decline. In addition, our right to receive royalties on U.S. and European sales of PegIntron expired in 2016 and 2018, respectively, which has negatively impacted our royalty revenues.

●

Our rights to receive royalties on sales of PegIntron and sales of other drug products have expired in various jurisdictions and, except for Vicineum, will, by 2024, expire world-wide. We currently do not anticipate any significant royalties from other sources, but we may acquire new sources of royalty revenues.

●

The unprecedented actions taken globally to control the spread of COVID 19 and its related variants, as well as the uncertainty surrounding the success of global vaccination efforts, may materially and adversely affect our future right to receive licensing fees, milestone payments and royalties on product candidates that are being developed by third parties.

●

We have reallocated all employment responsibilities and outsourced all corporate functions, which makes us more dependent on third parties to perform these corporate functions.

●

We may be subject to a variety of types of product liability or other claims based on allegations that the use of our product candidates by participants in our previously conducted clinical trials has resulted in adverse effects, and our insurance may not cover all product liability or other claims.

●

Our revenues largely depend on proprietary rights, which may offer only limited protection against the development of competing products.

●

We are party to license agreements whereby we may receive royalties and or milestone payments from products subject to regulatory approval.

●

The price of our common stock has been, and may continue to be, volatile.

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●

Our common stock is quoted on the OTCQX market of the OTC Markets Group, Inc., which has a very limited trading market and, therefore, market liquidity for our common stock is low and our stockholders’ ability to sell their shares of our common stock may be limited.

●

The declaration of dividends is within the discretion of our Board of Directors, subject to any applicable limitations under Delaware corporate law, as well as the requirements of the Series C Preferred Stock. Our ability to pay dividends in the future depends on, among other things, our fulfillment of the conditions of the Series C Preferred Stock, fluctuating royalty revenues, our ability to acquire other revenue sources and our ability to manage expenses, including costs relating to our ongoing operations.

●

We have adopted a Section 382 rights plan, which may discourage a corporate takeover.

●

Anti-takeover provisions in our charter documents and under Delaware corporate law may make it more difficult to acquire us, even though such acquisitions may be beneficial to our stockholders.

●

The terms of our outstanding Series C Preferred Stock and the issuance of additional series of preferred stock may adversely affect rights of our common stockholders.

●

The interests of our significant stockholders may conflict with the interests of other stockholders.

●

If we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended, our ability to fully utilize our NOLs on an annual basis will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of those benefits.

●

If we experience a “Change of Control,” as defined in Certificate of Designation of the Series C Preferred Stock, the holders of the Series C Preferred Stock shall have the right, at such holder’s option, to require the Company to redeem at the Liquidation Preference then in effect all or a portion of such holder’s shares of Series C Preferred Stock, which would negatively impact our available cash.

A more detailed discussion of these risks and uncertainties and other factors that could affect results is contained in our filings with the SEC, including in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2022. These risks and uncertainties and other factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. As such, no assurance can be given that the future results covered by the forward-looking statements will be achieved. All information in this Quarterly Report on Form 10-Q is as of the date of this report, unless otherwise indicated, and we undertake no duty to update this information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, consisting of Richard L. Feinstein who serves as our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2023. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, the Company’s disclosure controls and procedures were effective.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

Item 1A. Risk Factors.

There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 16, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.


Exhibit Number	Description	Reference No.
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	+
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	+
101	The following materials from Enzon Pharmaceuticals, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in inline XBRL (inline Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.	+

+Filed herewith.

●

These certifications are not deemed filed by the Commission and are not to be incorporated by reference in any filing the Company makes under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ENZON PHARMACEUTICALS, INC.
	(Registrant)


Dated: November 9, 2023	/s/ Richard L. Feinstein
	Richard L. Feinstein
	Chief Executive Officer, Chief Financial Officer and Secretary
	(Principal Executive Officer and Principal Financial Officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Richard L. Feinstein, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Enzon Pharmaceuticals, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

As the registrant’s sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 9, 2023	/s/ Richard L. Feinstein
	Richard L. Feinstein
	Chief Executive Officer, Chief Financial Officer and Secretary
	(Principal Executive Officer and Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Enzon Pharmaceuticals, Inc. (the Company) on Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Richard L. Feinstein, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 9, 2023	/s/ Richard L. Feinstein
	Richard L. Feinstein
	Chief Executive Officer, Chief Financial Officer and Secretary
	(Principal Executive Officer and Principal Financial Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Enzon Pharmaceuticals, Inc. and will be furnished to the Securities Exchange Commission or its staff upon request.

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 03, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-36435
Entity Registrant Name	Enzon Pharmaceuticals, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-2372868
Entity Address, Address Line One	20 Commerce Drive (Suite 135)
Entity Address, City or Town	Cranford
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07016
City Area Code	732
Local Phone Number	980-4500
Title of 12(b) Security	None
No Trading Symbol Flag	true
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		74,214,603
Entity Central Index Key	0000727510
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 46,557	$ 46,982
Other current assets	329	405
Total current assets	46,886	47,387
Deferred tax asset	111	202
Total assets	46,997	47,589
Current liabilities:
Accounts payable	337	331
Accrued expenses and other current liabilities	69	93
Dividends payable on Series C preferred stock		1,275
Total current liabilities	406	1,699
Commitments and contingencies
Stockholders' equity:
Preferred stock - $0.01 par value, authorized 2,960,000 shares; no shares issued and outstanding at September 30, 2023 and December 31, 2022
Common stock - $0.01 par value, authorized 170,000,000 shares; issued and outstanding 74,214,603 shares at September 30, 2023 and December 31, 2022	742	742
Additional paid-in capital	73,115	74,708
Accumulated deficit	(71,342)	(72,043)
Total stockholders' equity	2,515	3,407
Total liabilities, mezzanine equity and stockholders' equity	46,997	47,589
Mezzanine Equity - Series C Preferred Stock
Mezzanine equity:
Series C preferred stock - $0.01 par value, 40,000 shares authorized, issued and outstanding (liquidation value $1,102 and $1,062 per share) at September 30, 2023 and December 31, 2022	$ 44,076	$ 42,483

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Mezzanine equity
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,960,000	2,960,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	170,000,000	170,000,000
Common stock, shares issued	74,214,603	74,214,603
Common stock, shares outstanding	74,214,603	74,214,603
Mezzanine Equity - Series C Preferred Stock
Mezzanine equity
Preferred stock, par value	$ 0.01	$ 0.01
Preferred Shares, shares authorized	40,000	40,000
Preferred stock, shares issued	40,000	40,000
Preferred stock, shares outstanding	40,000	40,000
Preferred stock, liquidation value (in dollars per share)	$ 1,102	$ 1,062

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Royalties and milestones, net	$ 0	$ 0	$ 0	$ 0
Total revenues	0	0	0	0
Operating expenses:
General and administrative	225	221	828	821
Total operating expenses	225	221	828	821
Operating loss	(225)	(221)	(828)	(821)
Interest and dividend income	622	208	1,622	300
Income (loss) before income tax (expense) benefit	397	(13)	794	(521)
Income tax (expense) benefit	(76)	(2)	(93)	2
Net income (loss)	321	(15)	701	(519)
Dividends on Series C preferred stock	(531)	(531)	(1,593)	(1,593)
Net loss available to common shareholders	$ (210)	$ (546)	$ (892)	$ (2,112)
Loss per common share
Basic	$ 0.00	$ (0.01)	$ (0.01)	$ (0.03)
Diluted	$ 0.00	$ (0.01)	$ (0.01)	$ (0.03)
Weighted-average number of shares - basic	74,215	74,215	74,215	74,215
Weighted-average number of shares - diluted	74,215	74,215	74,215	74,215

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Mezzanine Equity - Series C Preferred Stock Preferred Stock	Mezzanine Equity - Series C Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021			$ 742	$ 75,983	$ (71,857)	$ 4,868
Balance at the beginning (in shares) at Dec. 31, 2021			74,215,000
Net income (loss)					(291)	(291)
Preferred stock dividend accretion				(531)		(531)
Balance at the ending at Mar. 31, 2022			$ 742	75,452	(72,148)	4,046
Balance at the ending (in shares) at Mar. 31, 2022			74,215,000
Balance at the beginning at Dec. 31, 2021	$ 42,483
Balance at the beginning (in shares) at Dec. 31, 2021	40,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred stock dividend accumulation	$ 531
Balance at the ending at Mar. 31, 2022	$ 43,014
Balance at the ending (in shares) at Mar. 31, 2022	40,000
Balance at the beginning at Dec. 31, 2021			$ 742	75,983	(71,857)	4,868
Balance at the beginning (in shares) at Dec. 31, 2021			74,215,000
Net income (loss)						(519)
Balance at the ending at Sep. 30, 2022			$ 742	74,390	(72,376)	2,756
Balance at the ending (in shares) at Sep. 30, 2022			74,215,000
Balance at the beginning at Dec. 31, 2021	$ 42,483
Balance at the beginning (in shares) at Dec. 31, 2021	40,000
Balance at the ending at Sep. 30, 2022	$ 44,076
Balance at the ending (in shares) at Sep. 30, 2022	40,000
Balance at the beginning at Mar. 31, 2022			$ 742	75,452	(72,148)	4,046
Balance at the beginning (in shares) at Mar. 31, 2022			74,215,000
Net income (loss)					(213)	(213)
Preferred stock dividend accretion				(531)		(531)
Balance at the ending at Jun. 30, 2022			$ 742	74,921	(72,361)	3,302
Balance at the ending (in shares) at Jun. 30, 2022			74,215,000
Balance at the beginning at Mar. 31, 2022	$ 43,014
Balance at the beginning (in shares) at Mar. 31, 2022	40,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred stock dividend accumulation	$ 531
Balance at the ending at Jun. 30, 2022	$ 43,545
Balance at the ending (in shares) at Jun. 30, 2022	40,000
Net income (loss)					(15)	(15)
Preferred stock dividend accretion				(531)		(531)
Balance at the ending at Sep. 30, 2022			$ 742	74,390	(72,376)	2,756
Balance at the ending (in shares) at Sep. 30, 2022			74,215,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred stock dividend accumulation	$ 531
Balance at the ending at Sep. 30, 2022	$ 44,076
Balance at the ending (in shares) at Sep. 30, 2022	40,000
Balance at the beginning at Dec. 31, 2022			$ 742	74,708	(72,043)	3,407
Balance at the beginning (in shares) at Dec. 31, 2022			74,215,000
Net income (loss)					197	197
Preferred stock dividend accretion				(531)		(531)
Balance at the ending at Mar. 31, 2023			$ 742	74,177	(71,846)	3,073
Balance at the ending (in shares) at Mar. 31, 2023			74,215,000
Balance at the beginning at Dec. 31, 2022	$ 42,483	$ 42,483
Balance at the beginning (in shares) at Dec. 31, 2022	40,000	40,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred stock dividend accumulation	$ 531
Balance at the ending at Mar. 31, 2023	$ 43,014
Balance at the ending (in shares) at Mar. 31, 2023	40,000
Balance at the beginning at Dec. 31, 2022			$ 742	74,708	(72,043)	3,407
Balance at the beginning (in shares) at Dec. 31, 2022			74,215,000
Net income (loss)						701
Balance at the ending at Sep. 30, 2023			$ 742	73,115	(71,342)	2,515
Balance at the ending (in shares) at Sep. 30, 2023			74,215,000
Balance at the beginning at Dec. 31, 2022	$ 42,483	$ 42,483
Balance at the beginning (in shares) at Dec. 31, 2022	40,000	40,000
Balance at the ending at Sep. 30, 2023	$ 44,076	$ 44,076
Balance at the ending (in shares) at Sep. 30, 2023	40,000	40,000
Balance at the beginning at Mar. 31, 2023			$ 742	74,177	(71,846)	3,073
Balance at the beginning (in shares) at Mar. 31, 2023			74,215,000
Net income (loss)					183	183
Preferred stock dividend accretion				(531)		(531)
Balance at the ending at Jun. 30, 2023			$ 742	73,646	(71,663)	2,725
Balance at the ending (in shares) at Jun. 30, 2023			74,215,000
Balance at the beginning at Mar. 31, 2023	$ 43,014
Balance at the beginning (in shares) at Mar. 31, 2023	40,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred stock dividend accumulation	$ 531
Balance at the ending at Jun. 30, 2023	$ 43,545
Balance at the ending (in shares) at Jun. 30, 2023	40,000
Net income (loss)					321	321
Preferred stock dividend accretion				(531)		(531)
Balance at the ending at Sep. 30, 2023			$ 742	$ 73,115	$ (71,342)	$ 2,515
Balance at the ending (in shares) at Sep. 30, 2023			74,215,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Preferred stock dividend accumulation	$ 531
Balance at the ending at Sep. 30, 2023	$ 44,076	$ 44,076
Balance at the ending (in shares) at Sep. 30, 2023	40,000	40,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)		$ 701,000	$ (519,000)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred income taxes	$ 76,000	91,000	0
Changes in operating assets and liabilities		58,000	(270,000)
Net cash provided by (used in) operating activities		850,000	(789,000)
Cash flows from financing activities:
Preferred stock dividend payments		(1,275,000)	0
Net cash used in financing activities		(1,275,000)	0
Net decrease in cash and cash equivalents		(425,000)	(789,000)
Cash and cash equivalents, beginning of period		46,982,000	47,641,000
Cash and cash equivalents, end of period	$ 46,557,000	46,557,000	46,852,000
Non-cash financing activities:
Accretion of dividend for Series C Preferred Stock		$ 1,593,000	$ 1,593,000

Description of Business

9 Months Ended

Sep. 30, 2023

Description of Business

Description of Business

(1)Description of Business

(1)Description of Business (continued)

The Company maintains its principal executive offices at 20 Commerce Drive, Suite 135, Cranford, New Jersey 07016 through a service agreement with Regus Management Group, LLC.

Basis of Presentation

9 Months Ended

Sep. 30, 2023

Basis of Presentation

Basis of Presentation

(2)Basis of Presentation

Interim Financial Statements

Principles of Consolidation

Use of Estimates

Revenue Recognition

(2)Basis of Presentation (continued)

Income Taxes

Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2023

Recent Accounting Pronouncements

Recent Accounting Pronouncements

(3)Recent Accounting Pronouncements

Financial Instruments and Fair Value

9 Months Ended

Sep. 30, 2023

Financial Instruments and Fair Value

Financial Instruments and Fair Value

(4)Financial Instruments and Fair Value

Supplemental Cash Flow Information

9 Months Ended

Sep. 30, 2023

Supplemental Cash Flow Information

Supplemental Cash Flow Information

(5)Supplemental Cash Flow Information

Cash Dividend

9 Months Ended

Sep. 30, 2023

Cash Dividend

Cash Dividend

(6)Cash Dividend

Loss Per Common Share

9 Months Ended

Sep. 30, 2023

Loss Per Common Share

Loss Per Common Share

(7)Loss Per Common Share


	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Loss Per Common Share – Basic and Diluted:
Net income (loss)	$	321	$	(15)	$	701	$	(519)
Dividends on Series C preferred stock		(531)		(531)		(1,593)		(1,593)
Net loss available to common shareholders	$	(210)	$	(546)	$	(892)	$	(2,112)

Weighted-average number of common shares outstanding		74,215		74,215		74,215		74,215

Basic and diluted loss per share	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.03)

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Taxes

Income Taxes

(8)Income Taxes

Income Taxes

Management of the Company will continue to assess the need for this valuation allowance and will make adjustments when or if appropriate.

(8)Income Taxes (continued)

The Company has not recorded a liability for unrecognized income tax benefits.

Commitments and Contingent Liabilities

9 Months Ended

Sep. 30, 2023

Commitments and Contingent Liabilities

Commitments and Contingent Liabilities

(9)Commitments and Contingent Liabilities

Accounts Payable and Accrued Expenses

9 Months Ended

Sep. 30, 2023

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

(10)Accounts Payable and Accrued Expenses

Accrued expenses and other current liabilities consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands):

Section 382 Rights Plan

9 Months Ended

Sep. 30, 2023

Section 382 Rights Plan

Section 382 Rights Plan

(11)Section 382 Rights Plan

Rights Offering

9 Months Ended

Sep. 30, 2023

Rights Offering

Rights Offering

(12)Rights Offering

(12)Rights Offering (continued)

On an annual basis, the Board may, at its sole discretion, cause a dividend with respect to the Series C Preferred Stock to be paid in cash to the holders in an amount equal to 3% of the liquidation preference as in effect at such time (initially $1,000 per share). If the dividend is not so paid in cash, the liquidation preference is adjusted and increased annually by an amount equal to 5% of the liquidation preference per share as in effect at such time, that is not paid in cash to the holders on such date. Holders of Series C Preferred Stock do not have any voting rights and the Series C Preferred Stock is not convertible into shares of the Company’s common stock. The initial liquidation value of the Series C Preferred Stock was $1,000 per share. At December 31, 2021, the liquidation value of the Series C Preferred Stock was $1,062 per share, inasmuch as no dividend was declared or paid in cash. On December 29, 2022, the Board declared a cash dividend of 3% on the Series C Preferred Stock, aggregating approximately $1,275,000 or $31.86 per share. Accordingly, the liquidation value of the Series C Preferred Stock was $1,062 per share on December 31, 2022. The dividend was paid on January 17, 2023 to the holders of record of the Company’s Series C Preferred Stock as of January 10, 2023.

Series C Preferred Stock

9 Months Ended

Sep. 30, 2023

Series C Preferred Stock

Series C Preferred Stock

(13)Series C Preferred Stock

In October 2020, the Company issued 40,000 shares of Series C Preferred Stock for an aggregate purchase price of $40.0 million.

There is no prohibition on the repurchase or redemption of Series C Preferred Shares while there is any arrearage in the payment of dividends.

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Sep. 30, 2023
Basis of Presentation
Interim Financial Statements	Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company in accordance with United States accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include legal and contractual contingencies and income taxes. Although management bases its estimates on historical experience, relevant current information and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates.
Revenue Recognition	Revenue Recognition Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues. Contingent payments due under the asset purchase agreement for the sale of the Company’s former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved and collection is assured, such payments are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process.
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense.

Loss Per Common Share (Tables)

9 Months Ended

Sep. 30, 2023

Loss Per Common Share

Schedule of loss per common share


	Three months ended				Nine months ended
	September 30,				September 30,
	2023		2022		2023		2022
Loss Per Common Share – Basic and Diluted:
Net income (loss)	$	321	$	(15)	$	701	$	(519)
Dividends on Series C preferred stock		(531)		(531)		(1,593)		(1,593)
Net loss available to common shareholders	$	(210)	$	(546)	$	(892)	$	(2,112)

Weighted-average number of common shares outstanding		74,215		74,215		74,215		74,215

Basic and diluted loss per share	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.03)

Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Accounts Payable and Accrued Expenses

Schedule of accrued expenses and other current liabilities

Description of Business (Details)				1 Months Ended	9 Months Ended
Description of Business (Details)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 29, 2022 USD ($) $ / shares	Sep. 01, 2020 $ / shares shares	Sep. 30, 2020 USD ($) item $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Oct. 31, 2020 $ / shares	Sep. 23, 2020 $ / shares shares
Description of Business
Amount of operating loss carry forward \| $				$ 100,000,000	$ 103,000,000
Preferred stock, par value				$ 1
Common stock, shares outstanding \| shares	74,214,603				74,214,603
Rights Offering
Description of Business
Rights offering and realized in gross proceeds \| $				$ 43,600,000
Subscription price per Unit								$ 1,090
Number of rights per share of stock \| shares			1					1
Number of subscription rights to be held \| item				1,105
Number of units available for purchase \| shares				40,000
Rights Offering \| Common Stock
Description of Business
Number of shares per unit \| shares				750
Common stock, shares outstanding \| shares					74,214,603
Series C Preferred Stock
Description of Business
Preferred stock, par value	$ 0.01				$ 0.01
Preferred stock, shares outstanding \| shares	40,000				40,000
Percentage of dividend on liquidation preference to be paid in cash					3.00%
Initial dividend per share					$ 1,000
Percentage of annual increase in liquidation preference					5.00%
Cash dividend (as percent)	3.00%	3.00%			5.00%
Aggregated dividend amount \| $		$ 1,275,000			$ 1,062,000
Preferred stock, liquidation value (in dollars per share)	$ 1,062	$ 31.86			$ 1,102	$ 1,062
Preferred stock, liquidation value \| $	$ 42,483,000
Dividend per share		$ 31.86			$ 40
Cumulative liquidation value \| $	$ 42,483,000				$ 44,076,000	$ 42,483,000
Cumulative liquidation value (in dollars per share)	$ 1,062				$ 1,102
Series C Preferred Stock \| Rights Offering
Description of Business
Preferred stock, par value				$ 0.01
Preferred stock, shares outstanding \| shares					40,000
Percentage of dividend on liquidation preference to be paid in cash			3.00%
Preferred stock, liquidation value (in dollars per share)							$ 1,000
Cumulative liquidation value (in dollars per share)			$ 1,000			$ 1,062

Basis of Presentation (Details)	9 Months Ended
Basis of Presentation (Details)	Sep. 30, 2023 USD ($)
Basis of Presentation
Provision for uncollectible accounts	$ 0
Liability for uncertain tax positions	$ 0

Financial Instruments and Fair Value (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Financial Instruments and Fair Value
Cash and cash equivalents, at carrying value	$ 45.5	$ 47.0

Supplemental Cash Flow Information (Details) - USD ($)	9 Months Ended
Supplemental Cash Flow Information (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Supplemental Cash Flow Information
Cash paid for income taxes		$ 1,000
Interest paid, net	$ 0	$ 0

Cash Dividend (Details) - Series C Preferred Stock - USD ($)			9 Months Ended
	Dec. 31, 2022	Dec. 29, 2022	Sep. 30, 2023	Dec. 31, 2021
Cash Dividend
Cash dividend (as percent)	3.00%	3.00%	5.00%
Aggregated dividend amount		$ 1,275,000	$ 1,062,000
Dividend per share		$ 31.86	$ 40
Cumulative liquidation value	$ 42,483,000		$ 44,076,000	$ 42,483,000
Cumulative liquidation value (in dollars per share)	$ 1,062		$ 1,102

Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Loss per Common Share - Basic and Diluted
Net income (loss)	$ 321	$ 183	$ 197	$ (15)	$ (213)	$ (291)	$ 701	$ (519)
Dividends on Series C preferred stock	(531)			(531)			(1,593)	(1,593)
Net loss available to common shareholders	$ (210)			$ (546)			$ (892)	$ (2,112)
Weighted-average number of common shares outstanding - Basic	74,215			74,215			74,215	74,215
Weighted-average number of common shares outstanding - Diluted	74,215			74,215			74,215	74,215
Loss per common share - Basic	$ 0.00			$ (0.01)			$ (0.01)	$ (0.03)
Loss per common share - Diluted	$ 0.00			$ (0.01)			$ (0.01)	$ (0.03)

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2020
Income Taxes
Income tax benefit	$ 76,000	$ 2,000	$ 93,000	$ (2,000)
Deferred income taxes	76,000		91,000	0
Operating loss carryforwards	103,000,000		$ 103,000,000		$ 100,000,000
Tax credit carryforward, limitations on use			net operating losses generated in tax years beginning after December 31, 2017 have an unlimited carryforward period, and the amount of net operating loss allowed to be utilized each year is limited to 80% of taxable income
New Jersey state income tax
Income Taxes
Income tax benefit			$ 92,500	$ 2,000
New Jersey state income tax
Income Taxes
Operating loss carryforwards	25,200,000		25,200,000
Domestic Tax Authority
Income Taxes
Operating loss carryforwards	99,800,000		99,800,000
Domestic Tax Authority \| R & D credit carryforwards
Income Taxes
Tax Credit Carryforward Amount	$ 11,100,000		$ 11,100,000

Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Merck
Accounts Payable and Accrued Expenses
Accrued royalties	$ 331,000	$ 331,000

Accounts Payable and Accrued Expenses - Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accounts Payable and Accrued Expenses
Professional and consulting fees	$ 67	$ 87
Other	2	6
Accrued expenses and other current liabilities, Total	$ 69	$ 93

Section 382 Rights Plan (Details)	Aug. 14, 2020 Vote $ / shares shares	Sep. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Section 382 Rights Plan
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.01	$ 0.01
Section 382 Rights Plan
Section 382 Rights Plan
Rights per share distributed as dividend \| shares	1
Number of preferred stock purchase right for each common stockholder \| shares	1
Section 382 Rights Plan \| Series A-1 Junior Participating Preferred Stock
Section 382 Rights Plan
Number of common stock eligible for each warrant become exercisable \| shares	1
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.01
Purchase price per right (in dollars per share) \| $ / shares	$ 1.20
Number of votes for fractional share \| Vote	1

Rights Offering (Details) - USD ($)					9 Months Ended
Rights Offering (Details) - USD ($)	Dec. 31, 2022	Dec. 29, 2022	Oct. 09, 2020	Sep. 01, 2020	Sep. 30, 2023	Dec. 31, 2021	Sep. 23, 2020
Rights Offering
Preferred stock, par value (in dollars per share)	$ 0.01				$ 0.01
Preferred stock, shares outstanding	0				0
Common stock, shares outstanding	74,214,603				74,214,603
Series C Preferred Stock
Rights Offering
Percentage of dividend on liquidation preference to be paid in cash					3.00%
Cumulative liquidation value (in dollars per share)	$ 1,062				$ 1,102
Cash dividend (as percent)	3.00%	3.00%			5.00%
Aggregated dividend amount		$ 1,275,000			$ 1,062,000
Dividend per share		$ 31.86			$ 40
Rights Offering
Rights Offering
Number of subscription rights to be held for purchase of a unit				1,105
Number of units entitled for 1,105 subscription rights held				1
Subscription price per unit of a right				$ 1,090
Number of common stock eligible for each warrant become exercisable				1			1
Rights Offering \| Series C Preferred Stock
Rights Offering
Preferred stock, par value (in dollars per share)				$ 0.01
Number of common shares for unit				750
Percentage of dividend on liquidation preference to be paid in cash				3.00%
Cumulative liquidation value (in dollars per share)				$ 1,000		$ 1,062
Annual increase in percentage of the liquidation preference per share, if dividend not paid in cash				5.00%
Rights Offering \| Investment Agreement
Rights Offering
Number of units sold			40,000
Issued and gross proceeds			$ 43,600,000
Rights Offering \| Investment Agreement \| Series C Preferred Stock
Rights Offering
Preferred stock, shares outstanding			40,000
Common stock, shares outstanding			74,214,603

Series C Preferred Stock (Details) - Series C Preferred Stock - USD ($)			1 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 29, 2022	Oct. 31, 2020	Sep. 30, 2023	Dec. 31, 2021	Sep. 01, 2020
Series C Preferred Stock
Rights offering, proceeds (in shares)			40,000
Proceeds from issuance of series c preferred stock			$ 40,000,000.0
Increase in liquidation preference value (in percentage)				5.00%	5.00%
Increase in liquidation preference value				$ 1,593,000	$ 2,023,000
Cumulative liquidation value	$ 42,483,000
Preferred stock, liquidation value (in dollars per share)	$ 1,062	$ 31.86		$ 1,102	$ 1,062
Cumulative liquidation value of series c preferred stock	$ 42,483,000			$ 44,076,000
Cumulative liquidation value	$ 42,483,000			$ 44,076,000	$ 42,483,000
Preferred stock, increase in liquidation preference (in dollars per share)				$ 40	$ 50
Cash dividend (as percent)	3.00%	3.00%		5.00%
Cumulative liquidation value (in dollars per share)	$ 1,062			$ 1,102
Rights Offering
Series C Preferred Stock
Preferred stock, liquidation value (in dollars per share)			$ 1,000
Cumulative liquidation value (in dollars per share)					$ 1,062	$ 1,000
Preferred stock dividends on liquidation value				$ 0