UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K/A
(AMENDMENT NO. 1)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the Fiscal Year Ended December 31, 2019



OR



| ̈ | 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: 0-12957



Enzon
Pharmaceuticals, Inc.

(Exact name of registrant as specified in
its charter)



|Delaware                                                       |  | 22-2372868                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|20 Commerce Drive (Suite 135), Cranford, New Jersey            |  | 07016                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



Registrant’s telephone number, including
area code: (732) 980-4500



Securities registered
pursuant to Section 12(b) of the Act: None



Securities
registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ̈Yes  x No



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

 ̈Yes  x No



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.

x Yes   ̈ No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

x 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 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 x   |  | Smaller reporting company x
|                          |  |                            
|                          |  | 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 Act).

 ̈YesxNo



The aggregate market value of the Common
Stock, $0.01 par value per share (“Common Stock”), held by non-affiliates of the registrant was approximately $11,937,942
as of June 28, 2019, based upon the closing sale price quoted on the OTCQX market of the OTC Markets Group, Inc. of $0.27 per share
reported for such date. Shares of Common Stock held by each executive officer and director of the registrant as of June 28, 2019
have been excluded in that such shares may be deemed to be owned by affiliates. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.



There were 44,214,603 shares of Common
Stock issued and outstanding as of February 7, 2020.



DOCUMENTS INCORPORATED BY REFERENCE

None.




















EXPLANATORY NOTE



Enzon Pharmaceuticals, Inc. (together with
its subsidiaries, the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to
its original Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the U.S. Securities and Exchange
Commission (the “SEC”) on February 19, 2020 (the “Original 2019 Form 10-K”) for the sole purpose of including
the information required by Part III of Form 10-K. Except for Part III of the Original 2019 Form 10-K, no other information included
in the Original 2019 Form 10-K has been amended by this Form 10-K/A. This Form 10-K/A also includes the certifications required
under Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2 to this Form 10-K/A. Because no financial statements
are contained within this Form 10-K/A, this Form 10-K/A does not include certifications pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 as exhibits to this Form 10-K/A.



This
Form 10-K/A does not amend, update or change any other items or disclosure in the Original 2019 Form 10-K or, except with respect
to the beneficial ownership information provided in Part III under the heading “Security Ownership of Certain Beneficial
Owners and Management,” reflect events that occurred after the date of the Original 2019 Form 10-K. Therefore, this Form
10-K/A should be read in conjunction with the Original 2019 Form 10-K and the Company’s other filings made with the SEC
subsequent to the filing of the Original 2019 Form 10-K.



Unless
the context requires otherwise, references in this Form 10-K/A to “Enzon,” the “Company,” “we,”
 “us,” or “our” and similar terms mean Enzon Pharmaceuticals, Inc. and its subsidiaries.













PART III.



Item 10.	Directors, Executive Officers and Corporate Governance.



DIRECTORS



Set forth below is certain biographical
information regarding our current directors.



Jonathan
Christodoro (age 44) – Mr. Christodoro has been a director of our Company since October 2013 and the Chairman
of our Board of Directors since November 2013. Mr. Christodoro is a Partner at Patriot Management LP, an investment management
firm. Mr. Christodoro served as a Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages investment
funds, from July 2012 to February 2017. Mr. Christodoro was responsible for identifying, analyzing and monitoring investment opportunities
and portfolio companies for Icahn Capital. Prior to joining Icahn Capital, Mr. Christodoro served in various investment and research
roles at P2 Capital Partners, LLC, Prentice Capital Management, LP and S.A.C. Capital Advisors, LP. Mr. Christodoro began his
career as an investment banking analyst at Morgan Stanley, where he focused on merger and acquisition transactions across a variety
of industries. Mr. Christodoro has been a director of: PayPal Holdings, Inc., a technology platform company that enables digital
and mobile payments worldwide, since July 2015; Herbalife Nutrition Ltd., a developer and seller of nutrition solutions since
March 2013; Lyft, Inc., a mobile ride-sharing application from May 2015 to March 2019; Xerox Corporation, a provider of document
management solutions, from June 2016 to December 2017 and since May 2019; Cheniere Energy, Inc., a developer of natural gas liquification
and export facilities and related pipelines, from August 2015 until August 2017; Hologic, Inc., a supplier of diagnostic, medical
imaging and surgical products, from December 2013 to March 2016; eBay Inc., a global commerce and payments company, from March
2015 to July 2015; Talisman Energy, Inc., an independent oil and gas exploration and production company, from December 2013 to
May 2015; American Railcar Industries, Inc., a railcar manufacturing company, from June 2015 to February 2017; and Sandridge Energy,
an oil and gas exploration and natural gas exploration company, since June 2019. American Railcar Industries, Inc. is indirectly
controlled by Carl C. Icahn. Mr. Icahn has or previously had non-controlling interests in each of Xerox, Cheniere, PayPal, eBay,
Lyft, Hologic, Talisman, Enzon and Herbalife through the ownership of securities. Mr. Christodoro received an M.B.A. from the
University of Pennsylvania’s Wharton School of Business with Distinction, majoring in Finance and Entrepreneurial Management.
Mr. Christodoro received a B.S. in Applied Economics and Management Magna Cum Laude with Honors Distinction in Research from Cornell
University. Mr. Christodoro also served in the United States Marine Corps. Mr. Christodoro’s qualifications to serve as
a director of our Company include his service on boards of other public companies, as well as his extensive investment, research
and investment banking experience in a variety of industries.



Odysseas
Kostas, M.D. (age 45) – Dr. Kostas has been a director of our Company since September 2013. Dr. Kostas is a Partner
and Senior Managing Director at Sarissa Capital Management LP. Sarissa Capital focuses on improving the strategies of companies
to enhance shareholder value. Prior to joining Sarissa Capital, Dr. Kostas served as a Director at Evercore ISI (formerly ISI),
covering the biotechnology and pharmaceutical industries. Previously, Dr. Kostas practiced internal medicine as part of the Yale
New Haven Health System and was engaged as a consultant to various biotechnology companies. Dr. Kostas has been a director of
Armata Pharmaceuticals, a clinical-stage biotechnology company, since February 2018 and a director of Innoviva, Inc., a biopharmaceutical
company, since December 2017. Dr. Kostas has a B.S. from Massachusetts Institute of Technology (MIT) and an M.D. from University
of Texas Southwestern Medical School. Dr. Kostas’ qualifications to serve as a director of our Company include his service
on the board of another public company, as well as his extensive experience in the biotechnology and pharmaceutical industries.



Jennifer
McNealey(age 46) – Ms. McNealey has been a director of our Company since September 2013. Since December 2016,
Ms. McNealey has been Vice President, Investor Relations and Strategy of Calithera Biosciences, Inc. From February 2015 to December
2016, Ms. McNealey was Senior Director Investor Relations and served as a member of the management team at Calithera Biosciences,
Inc. Prior to joining Calithera Biosciences, Inc., Ms. McNealey served as an advisor to biotechnology companies. In 2005, Ms.
McNealey founded Laurient LLC, a research company focused on the biotechnology and pharmaceutical industries, where she worked
until 2012. Prior to founding Laurient LLC, Ms. McNealey served as a portfolio manager and biotechnology analyst at various firms,
including Paramount Capital, Franklin Templeton, Amerindo Investment Advisors and Morgan Stanley Dean Witter Advisors. Ms. McNealey
has a B.A. and an M.H.A. from Cornell University. Ms. McNealey’s qualifications to serve as a director of our Company include
her service as a member of the management team of another public company, as well as her extensive experience in the biotechnology
and pharmaceutical industries.





1







EXECUTIVE OFFICERS



Set forth below is certain biographical
information regarding our current executive officers.



Andrew
Rackear (age 66) – Mr. Rackear has served as our Chief Executive Officer and Secretary since March 2016. Prior
to that, since November 2013, Mr. Rackear provided consulting services to the Company. Mr. Rackear previously served as the Company’s
Vice President and General Counsel from April 2010 to November 2013. Prior to that, Mr. Rackear served as Senior Vice President
and General Counsel for NPS Pharmaceuticals, and Vice President and General Counsel for Chugai Pharma USA and Amersham Biosciences
Corp, where he also served as President of North American Operations. Prior to that, Mr. Rackear engaged in litigation and commercial
law practice at Marks & Murase and served as Associate General Counsel at Sharp Electronics Corp. Mr. Rackear holds a J.D.
from New York University School of Law.



Mr.
Rackear currently serves as our Chief Executive Officer and Secretary on a consulting basis at a rate of $325 per hour for each
hour worked, together with reimbursement for reasonable expenses incurred in performing his services, pursuant to the terms of
a separation agreement, as amended.



Richard
L. Feinstein(age 76) – Mr. Feinstein has served as our Vice President-Finance and Chief Financial Officer since
March 2016. Prior to that, Mr. Feinstein served as our Vice President - Finance and Principal Financial Officer since December
2013. Mr. Feinstein is a retired partner of KPMG LLP and currently a private consultant providing management and financial advice
to clients in a variety of industries. From 2015 to 2019, he provided financial consulting services to General Cannabis Corp,
a public company. During July 2016, he provided consulting services to Hamaspik, Inc. From September 2010 to July 2013, as a consultant,
he was the Chief Financial Officer of Ameritrans Capital Corporation. From April 2004 to December 2004, Mr. Feinstein, as a consultant,
served as Chief Financial Officer for Image Technology Laboratories, Inc., a developer and provider of radiological imaging, archiving
and communications systems. From December 1997 to October 2002, Mr. Feinstein was a Senior Vice-President and Chief Financial
Officer for The Major Automotive Companies, Inc., formerly a diversified holding company, but now engaged solely in retail automotive
dealership operations. Mr. Feinstein has served on boards of both publicly-held and not-for-profit enterprises. Mr. Feinstein
previously served as a board member and chair of the audit committee of MKTG, Inc.; a board member and chief financial officer
of the not-for-profit USA Fitness Corps; a board member and chair of the audit committee of EDGAR Online, Inc., a board member
and chair of the finance committee of the New York Road Runners and a member of the executive committee of the Association for
a Better New York. Mr. Feinstein, a certified public accountant, received a BBA degree from Pace University. Mr. Feinstein also
served in the United States Marine Corps.



Mr.
Feinstein currently serves as our Vice President-Finance and Chief Financial Officer on a consulting basis at a rate of $325 per
hour for each hour worked, together with reimbursement for reasonable expenses incurred in performing his services, pursuant to
the terms of an independent contractor agreement, as amended.



There
are no family relationships among any of our directors or executive officers.



CORPORATE GOVERNANCE



Director Independence



Although our common stock is no longer listed
on The Nasdaq Stock Market (“Nasdaq”), our Board of Directors (our “Board”) continues to use the definition
of independence set forth in the listing standards of Nasdaq in evaluating the independence of our directors. Our Board has determined
that each current member of our Board is independent as defined by the listing standards of Nasdaq.



Meetings and Attendance



Our Board held six meetings during fiscal
year 2019. Each director attended at least 75% of the total number of meetings held during fiscal year 2019 by our Board and committees
of our Board of which such director was a member.





2







Board Leadership Structure



Our Board is led by a Chairperson appointed
by our Board annually. The Chairperson leads our Board in its role of providing advice to, and overseeing the performance of, our
Chief Executive Officer. Mr. Christodoro currently serves as the Chairman of the Board, and Mr. Rackear currently serves as our
Chief Executive Officer. Our Board does not have a formal policy with respect to the separation of the positions of Chairperson
and Chief Executive Officer. However, our Board believes that separating these positions allows the Chief Executive Officer to
focus on day-to-day operations, while allowing the Chairperson to lead our Board in its primary role of review and oversight of
management.



Communications with Directors



Stockholders may communicate directly with
our directors. All communications should be sent in care of our Secretary at our address and should prominently indicate on the
outside of the envelope that it is intended for our Board or for a specific director. If no director is specified, the communication
will be forwarded to the entire Board.



Standing Committees of our Board



Finance and Audit Committee



All three current members of our Board currently
constitute the Finance and Audit Committee. Accordingly, our entire Board currently acts as the Finance and Audit Committee. When
our Board acts as the Finance and Audit Committee, Mr. Christodoro acts as the Chairman of the Finance and Audit Committee. Our
Board acting as the Finance and Audit Committee held four meetings during fiscal year 2019.



In evaluating the composition of our Board
when acting as the Finance and Audit Committee, our Board has determined that each current member of our Board is independent
as defined by the listing standards of Nasdaq and Rule 10A-3 under the Securities Exchange Act of 1934. Our Board has determined
that Mr. Christodoro satisfies the definition of “audit committee financial expert” within the meaning of Item 407(d)(5)
of Regulation S-K.



The primary purpose of the Finance and Audit
Committee is to monitor the integrity of our Company’s financial reporting process and financial statements, the systems
of internal controls and controls over financial reporting, our Company’s compliance with legal and regulatory requirements,
and the performance and independence of our Company’s independent registered public accounting firm. The Finance and Audit
Committee is responsible for discussing with management the adequacy of our Company’s internal controls and the financial
reporting process. The Finance and Audit Committee also is responsible for discussing these matters with our Company’s independent
registered public accounting firm. In addition, the Finance and Audit Committee is responsible for reviewing our financial statements
and discussing them with management and our Company’s independent registered public accounting firm before those financial
statements are filed with the SEC. The charter of the Finance and Audit Committee may be found on our website at www.enzon.com.



Compensation Committee



All three current members of our Board currently
constitute the Compensation Committee. Accordingly, our entire Board currently acts as the Compensation Committee. When our Board
acts as the Compensation Committee, Ms. McNealey acts as the Chairwoman of the Compensation Committee. Our Board acting as the
Compensation Committee held three meetings during fiscal year 2019.



In evaluating the composition of our Board
when acting as the Compensation Committee, our Board has determined that each current member of our Board is independent as defined
by the listing standards of Nasdaq.



The primary duties and responsibilities
of the Compensation Committee are to oversee our overall compensation structure, policies and programs, and assess whether our
compensation structure establishes appropriate incentives for management.





3







The
Compensation Committee has the authority to retain, at our expense, such outside counsel, experts and other advisors as it determines
appropriate to assist it in the performance of its functions, including the sole authority to retain and terminate any compensation
consultant and to approve the consultant’s fees and other retention terms.



The charter of the Compensation Committee
may be found on our website at www.enzon.com.





Governance and Nominating Committee



All three current members of our Board currently
constitute the Governance and Nominating Committee. Accordingly, our entire Board currently acts as the Governance and Nominating
Committee. When our Board acts as the Governance and Nominating Committee, Dr. Kostas acts as the Chairman of the Governance and
Nominating Committee. Our Board acting as the Governance and Nominating Committee held four meetings during fiscal year 2019.



In evaluating the composition of our Board
when acting as the Governance and Nominating Committee, our Board has determined that each current member of our Board is independent
as defined by the listing standards of Nasdaq.



The Governance and Nominating Committee
is responsible for reviewing and setting corporate governance policy and is responsible for making recommendations on organization
and procedures, performance evaluation of our Board and individual directors, and nomination of directors. The Governance and Nominating
Committee’s Charter may be found on our website at www.enzon.com.



Code of Conduct



Our Board has adopted a Code of Conduct
that is applicable to all of our directors and executive officers. Any material changes made to the Code of Conduct or any waivers
granted to any of our directors and executive officers will be publicly disclosed on our website at www.enzon.com within four business
days of such material change or waiver. A copy of our Code of Conduct is available on the Corporate Governance page of our website
at www.enzon.com.



Item 11. Executive Compensation.



Named Executive Officers



The following individuals were our named
executive officers for fiscal year 2019, whom we refer to in this Form 10-K/A as our named executive officers:



Andrew
Rackear – Mr. Rackear currently serves as our Chief Executive Officer and Secretary. During fiscal year 2019,
Mr. Rackear served as our Chief Executive Officer and Secretary on a consulting basis at a rate of $300 per hour for each hour
worked, together with reimbursement for reasonable expenses incurred in performing his services, pursuant to the terms of a separation
agreement, as amended.



Richard
L. Feinstein – Mr. Feinstein currently serves as our Vice President - Finance and Chief Financial Officer.
During fiscal year 2019, Mr. Feinstein served as our Vice President-Finance and Chief Financial Officer on a
consulting basis at a rate of $300 per hour for each hour worked, together with reimbursement for reasonable expenses
incurred in performing his services, pursuant to the terms of an independent contractor agreement, as amended.





4







Historical Compensation of our Named Executive
Officers



The following table sets forth information
concerning compensation earned for services rendered to us by our named executive officers for fiscal year 2019 and fiscal year
2018.



Summary Compensation Table



|Name and Principal Position                          |  | Year |      |  | Bonus ($) |  |   | All Other Compensation ($)(1) |  |  | Total ($) | 
|---------------------------------------------------- |  | ---- | ---- |  | --------- |  | - | ----------------------------- |  |  | --------- | 
|Andrew Rackear                                       |  |      | 2019 |  |           |  | 0 |                               |  |  | 173,513   | 
|Chief Executive Officer and Secretary                |  |      | 2018 |  |           |  | 0 |                               |  |  | 161,796   | 
|                                                     |  |      |      |  |           |  |   |                               |  |  |           | 
|Richard L. Feinstein                                 |  |      | 2019 |  |           |  | 0 |                               |  |  | 160,875   | 
|Vice President - Finance and Chief Financial Officer |  |      | 2018 |  |           |  | 0 |                               |  |  | 151,116   | 












| | (1) | The amounts in this column for Mr. Rackear reflect fees
and expenses related to his services rendered as our Chief Executive Officer and Secretary on a consulting basis. The amounts
in this column for Mr. Feinstein reflect fees and expenses related to his services rendered as our Vice President - Finance and
Chief Financial Officer on a consulting basis. Neither Mr. Rackear nor Mr. Feinstein received a base salary for fiscal year
2019 or 2018.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Outstanding Equity Awards at December 31, 2019



The following table sets forth information
with respect to outstanding equity awards held by each of our named executive officers as of December 31, 2019.



|                     |  | OPTION AWARDS                                                          |        |  | STOCK AWARDS                                                          | 
|-------------------- |  | ---------------------------------------------------------------------- | ------ |  | --------------------------------------------------------------------- | 
|Name                 |  | Number of Securities Underlying Unexercised Options (#) Exercisable(1) |        |  | Number of Securities Underlying Unexercised Options (#) Unexercisable | 
|Andrew Rackear       |  |                                                                        | 25,000 |  |                                                                       | 
|Richard L. Feinstein |  |                                                                        | —      |  |                                                                       | 










|(1) | The amounts in this column reflect equitable adjustments that were approved by the Compensation Committee and made to the stock
options in connection with the special cash dividend of $1.60 per share of common stock that we paid on June 4, 2013, the special
cash dividend of $0.45 per share of common stock that we paid on December 23, 2013, the special cash dividend of $0.10 per share
of common stock that we paid on January 28, 2015, the special cash dividend of $0.50 per share of common stock that we paid on
August 12, 2015, the special cash dividend of $0.25 per share of common stock that we paid on December 29, 2015, the special cash
dividend of $0.15 per share of common stock that we paid on December 12, 2016, the special cash dividend of $0.15 per share of
common stock that we paid on September 28, 2017, the special cash dividend of $0.06 per share of common stock that we paid
on March 21, 2019 and the special cash dividend of $0.12 per share of common stock that we paid on October 15, 2019.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





5





Potential Payments Upon Termination or Change in Control



None of our named executive officers is
covered by a severance or change in control agreement and, accordingly, none of our named executive officers would have been entitled
to receive any termination or change in control-related payments as of December 31, 2019.



DIRECTOR COMPENSATION



Amended and Restated 2013 Outside Director Compensation
Plan



Under the Amended and Restated 2013 Outside
Director Compensation Plan, each non-employee director (i) receives an annual cash retainer of $30,000, (ii) for service as chair
of the Finance and Audit Committee receives an additional annual cash retainer of $10,000 and (iii) for service as a non-chair
member of the Finance and Audit Committee receives an additional annual cash retainer of $5,000. These annual cash retainers are
payable quarterly at the end of each quarter.



Total Director Compensation



A summary of compensation paid to each of
our directors during fiscal year 2019 is set forth below.



|Name                  |  | Fees Earned or Paid in Cash ($) |        |  | Stock Awards ($)(1) |  |   | Option Awards ($)(2) |  |  | Total ($) | 
|--------------------- |  | ------------------------------- | ------ |  | ------------------- |  | - | -------------------- |  |  | --------- | 
|Jonathan Christodoro  |  |                                 | 40,000 |  |                     |  | — |                      |  |  | —         | 
|Odysseas Kostas, M.D. |  |                                 | 35,000 |  |                     |  | — |                      |  |  | —         | 
|Jennifer McNealey     |  |                                 | 35,000 |  |                     |  | — |                      |  |  | —         | 

___________________



| | (1) | As of December 31, 2019, none of our directors held any
outstanding restricted stock units.
| | --- | -------------------------------------------------------------------------------------------

| | (2) | As of December 31, 2019, none of our directors held any
outstanding stock options.
| | --- | ----------------------------------------------------------------------------------





6







Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



EQUITY COMPENSATION PLAN INFORMATION



The following table provides information
as of December 31, 2019 regarding shares of our common stock that may be issued under our equity compensation plans which consists
of the 2011 Stock Option:



|                                                            |  | Equity Compensation Plan Information                                                        |       
|----------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | ------
|Plan category                                               |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |       
|                                                            |  | (a)                                                                                         |       
|Equity compensation plans approved by security holders:     |  |                                                                                             | 41,787
|Equity compensation plans not approved by security holders: |  |                                                                                             | —     
|Total                                                       |  |                                                                                             | 41,787





7







SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT



The following
table sets forth certain information as of the close of business on April 16, 2020 concerning stock ownership of (i) each
person known by us to own beneficially more than 5% of our outstanding common stock, (ii) each current director, (iii) each
of our named executive officers and (iv) all of our current directors and current executive officers as a group. In the
tables below, percentage of voting stock outstanding is based on 44,214,603 shares of Common Stock issued and outstanding as
of February 7, 2020. Information set forth in this table as to our directors, named executive officers and all
directors and executive officers as a group is based upon information supplied by these individuals. Information in this
table as to our greater than 5% stockholders is based solely upon the Schedules 13D or 13G filed by these stockholders with
the SEC. Where information is based on a Schedule 13D or 13G, the number of shares owned is as of the date for which
information was provided in such schedules.



|Name and Address of Beneficial Owner or Identity of Group(1)                |  | Amount and Nature of Beneficial Ownership(2) |           |     | Percentage of Voting Stock Outstanding(3) | 
|--------------------------------------------------------------------------- |  | -------------------------------------------- | --------- | --- | ----------------------------------------- | 
|Jonathan Christodoro                                                        |  |                                              | —         |     |                                           | 
|Odysseas Kostas, M.D.                                                       |  |                                              | —         |     |                                           | 
|Jennifer McNealey                                                           |  |                                              | —         |     |                                           | 
|Andrew Rackear                                                              |  |                                              | 25,000    | (4) |                                           | 
|Richard L. Feinstein                                                        |  |                                              | —         |     |                                           | 
|Jonathan Couchman and affiliated entities(5)                                |  |                                              | 7,345,162 |     |                                           | 
|Carl C. Icahn and affiliated entities(6)                                    |  |                                              | 6,598,886 |     |                                           | 
|Poplar Point Capital Management LLC and affiliated entities(7)              |  |                                              | 2,906,966 |     |                                           | 
|All Current Directors and Current Executive Officers as a group (5 persons) |  |                                              | 25,000    | (4) |                                           | 








*       Less than one percent



| | (1) | The address for each of the executive officers and directors
listed in this table is c/o Enzon Pharmaceuticals, Inc., 20 Commerce Drive, Suite 135, Cranford, New Jersey, 07016.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Beneficial ownership is determined in accordance with
the rules of the SEC that deem shares to be beneficially owned by any person who has or shares voting or investment power with
respect to such shares. With respect to each person set forth in the table, shares subject to stock options, if any, held by such
person that were exercisable as of February 7, 2020 or will become exercisable within 60 days after April 16, 2020 are deemed to be
outstanding and to be beneficially owned by such person for the purpose of computing the percentage ownership of such person,
but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise
indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all the
shares beneficially owned, subject to community property laws where applicable.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Each share of common stock is entitled to one vote. The
percentage of voting stock outstanding for each person set forth in the table is calculated by dividing (i) the number of shares
of common stock deemed to be beneficially held by such person as of April 16, 2020 by (ii) the sum of (A) the number of shares
of common stock outstanding as of April 16, 2020, plus (B) the number of shares of common stock subject to stock options, if any,
held by such person that were exercisable as of April 16, 2020 or will become exercisable within 60 days after April 16, 2020.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | This number includes 25,000 shares subject to options,
which were exercisable as of April 16, 2020.
| | --- | ---------------------------------------------------------------------------------------------------





8







| | (5) | Information concerning stock ownership was obtained from the
Schedule 13D jointly filed with the SEC on April 16, 2020 by Jonathan Couchman (“Mr. Couchman”), Couchman Family Fund
(the “Foundation”), Xstelos Corp. (“Xstelos”) and Myrexis, Inc. (“Myrexis,” together with Mr.
Couchman, the Foundation and Xstelos, the “Reporting Persons”). The Reporting Persons reported that: (i) Mr. Couchman
has (a) the sole power to vote or to direct the vote of and the sole power to dispose or to direct the disposition of 4,717,666
shares, and (b) the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition
of 2,627,496 shares, which includes 400,000 shares owned directly by the Foundation, for which Mr. Couchman acts as sole trustee,
1,594,232 shares owned directly by Xstelos, for which Mr. Couchman serves as President and Chief Executive Officer, and 633,264
shares owned directly by Myrexis, for which Mr. Couchman serves as President and Chief Executive Officer, (ii) the Foundation has
the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition of 400,000 shares,
(iii) Xstelos has the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition
of 1,594,232 shares, and (iv) Xstelos has the shared power to vote or to direct the vote of and the shared power to dispose or
to direct the disposition of 633,264 shares. The principal business address for Mr. Couchman, the Foundation and Myrexis is Couchman
Management LLC, 600 Fifth Avenue, 2nd Floor, New York, NY 10020. The principal business address for Xstelos is 1105 North Market
Street, Suite 1300, Wilmington, DE 19801.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Information concerning stock ownership was obtained from
Amendment No. 9 to the Schedule 13D filed with the SEC on November 29, 2016 by Carl C. Icahn and various entities affiliated with
him. The address for Carl C. Icahn and entities affiliated with him is 767 Fifth Avenue, 47th Floor, New York, New York 10153.
Mr. Icahn was reported to share voting and dispositive power over all 6,598,886 shares with entities affiliated with him.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Information concerning stock ownership was obtained from
Amendment No. 2 to the Schedule 13G jointly filed with the SEC on January 22, 2020 by Poplar Point Capital Management LLC (“PPCM”),
Poplar Point Capital Partners LP (“PPCP”), Poplar Point Capital GP LLC (“PPCGP”) and Jad Fakhry. PPCM
is the investment manager for PPCP. PPCGP is the general partner of PPCP. Mr. Fakhry is the manager of, and owns a controlling
interest in, PPCM and PPCGP. The address for PPCM, PPCP, PPCGP and Mr. Fakhry is c/o Poplar Point Capital Management LLC, 840
Hinckley Road, Suite 250, Burlingame, CA 94010. PPCM, PPCP, PPCGP and Mr. Fakhry reported that they have shared voting and dispositive
power over all 2,906,966 shares.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





9







Item 13. Certain Relationships and Related Transactions,
and Director Independence.



TRANSACTIONS WITH RELATED PERSONS



Our Board has adopted a formal written policy
that we will not enter into any “related party transaction” (defined consistent with Item 404 of Regulation S-K under
the Exchange Act) unless the Finance and Audit Committee or a comparable committee of disinterested directors approves such transaction.
No member of the Finance and Audit Committee or comparable committee shall participate in the review or approval of any related
party transaction or any material amendment thereto where that member is a related party in that transaction. In reviewing and
approving any related party transaction or any material amendment thereto, the Finance and Audit Committee or comparable committee
shall satisfy itself that it has been fully informed as to the related party’s relationship and interest and as to the material
facts of the proposed related party transaction or material amendment, and shall determine that the related party transaction or
material amendment thereto is fair to our Company. Since January 1, 2019, there have been no such related party transactions.



Item 14. Principal Accounting Fees and Services.



Pre-Approval Policies and Procedures



The Finance and Audit Committee is required
to pre-approve the audit and non-audit services performed by our independent registered public accounting firm in order to assure
that the provision of such services does not impair the accountants’ independence. The Finance and Audit Committee specifically
pre-approves all audit fees, audit related fees, tax service fees and all other fees. The Finance and Audit Committee has delegated
authority to the Chair of the Finance and Audit Committee to approve any services not specifically pre-approved by the Finance
and Audit Committee provided that disclosure of such services and fees is made to the Finance and Audit Committee at the next scheduled
meeting following such approval.



Audit Fees, Audit Related Fees, Tax Fees and All
Other Fees



The following table sets forth the aggregate
fees paid or payable for services provided to us by EisnerAmper LLP for professional services rendered for the fiscal years ended
December 31, 2019 and 2018. Our Board, acting as the Finance and Audit Committee, considered whether the provision of these services
by EisnerAmper LLP was compatible with maintaining each firm’s independence and concluded that EisnerAmper LLP was “independent.”



|                   |  | EisnerAmper LLP                     |        
|------------------ |  | ----------------------------------- | -------
|                   |  | Fiscal Year Ended December 31, 2019 |        
|Audit Fees(1)      |  | $                                   | 93,600 
|Audit-Related Fees |  |                                     | —      
|Tax Fees(2)        |  |                                     | 7,800  
|All Other Fees     |  |                                     | —      
|Total Fees         |  | $                                   | 101,400

___________________



| | (1) | For fiscal years 2019 and 2018, “Audit Fees”
paid or payable to EisnerAmper LLP related to services in connection with the audit of our annual consolidated financial statements,
review of quarterly financial statements, issuance of consents, review of documents filed with the SEC and accounting consultations.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | For fiscal years 2019 and 2018, “Tax Fees”
paid or payable to EisnerAmper LLP related to tax preparation services and tax consulting services.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------







10







Item 15. Exhibits, Financial Statement Schedules.



(a)(1), (a)(2) and (c). The response to
this portion of Item 15 is submitted as a separate section of the Original 2019 Form 10-K filed with the Securities and Exchange
Commission on February 19, 2020.



(a)(3) and (b). Exhibits (numbered in accordance
with Item 601 of Regulation S-K):





|Exhibit
    Number |  | Description                                                                                                                                                                                                                                  |  | Reference
    No.
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------
|2.1                |  | Asset Purchase Agreement, dated as of November
    9, 2009, by and between Klee Pharmaceuticals, Inc., Defiante Farmacêutica, S.A. and Sigma-Tau Finanziaria S.p.A., on
    the one hand, and Enzon Pharmaceuticals, Inc., on the other hand |  | (9)              
|2.2                |  | Plan of Liquidation and Dissolution of Enzon Pharmaceuticals,
    Inc. (adopted by the Board of Directors of Enzon Pharmaceuticals, Inc. on February 4, 2016)                                                                                |  | (17)             
|3.1                |  | Amended and Restated Certificate of Incorporation dated
    May 18, 2006, together with that Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated July
    13, 2010                                       |  | (1)              
|3.2                |  | Second Amended and Restated By-Laws effective March
    11, 2011, as amended by Amendment No. 1 to the Second Amended and Restated By-Laws effective February 15, 2013                                                                       |  | (11)             
|3.3                |  | Certificate of Designation of Series A Junior Participating
    Preferred Stock of Enzon Pharmaceuticals, Inc. filed with the Secretary of the State of Delaware on May 1, 2014                                                              |  | (15)             
|4.1                |  | Description of Registrant’s Securities                                                                                                                                                                                                       |  | +                
|10.1               |  | 2001 Incentive Stock Plan, as amended and restated,
    of Enzon Pharmaceuticals, Inc.**                                                                                                                                                     |  | (2)              
|10.2               |  | Development, License and Supply Agreement between Enzon,
    Inc. (now known as Enzon Pharmaceuticals, Inc.) and Schering Corporation; dated November 14, 1990, as amended*                                                                  |  | (3)              
|10.3               |  | Amended and Restated 2013 Outside Director Compensation
    Plan**                                                                                                                                                                           |  | (12)             
|10.4               |  | Form of Non-Qualified Stock Option Agreement for Executive
    Officers under the 2001 Incentive Stock Plan**                                                                                                                                |  | (5)              
|10.5               |  | Form of Restricted Stock Award Agreement for Executive
    Officers under the 2001 Incentive Stock Plan**                                                                                                                                    |  | (5)              
|10.6               |  | Form of Restricted Stock Unit Award Agreement for Executive
    Officers under the 2001 Incentive Stock Plan**                                                                                                                               |  | (6)              
|10.7               |  | Form of Restricted Stock Unit Award Agreement for Independent
    Directors under the 2001 Incentive Stock Plan**                                                                                                                            |  | (4)              
|10.8               |  | Form of Stock Option Award Agreement for Independent
    Directors under the 1987 Non-Qualified Stock Option Plan**                                                                                                                          |  | (4)              
|10.9               |  | Form of Stock Option Award Agreement for Independent
    Directors under the 2001 Incentive Stock Plan**                                                                                                                                     |  | (4)              
|10.10              |  | Amendment to Outstanding Awards Under 2001 Incentive
    Stock Plan**                                                                                                                                                                        |  | (8)              
|10.11              |  | 2001 Incentive Stock Plan Non-Qualified Stock Plan
    Terms and Conditions**                                                                                                                                                                |  | (8)              
|10.12              |  | 2001 Incentive Stock Plan Restricted Stock Unit Award
    Terms and Conditions**                                                                                                                                                             |  | (8)              
|10.13              |  | 2001 Incentive Stock Plan Restricted Stock Award Terms
    and Conditions**                                                                                                                                                                  |  | (8)              
|10.14              |  | 2011 Stock Option and Incentive Plan**                                                                                                                                                                                                       |  | (10)             
|10.15              |  | Form of Non-Qualified Stock Option Agreement for Company
    Employees under the 2011 Stock Option and Incentive Plan**                                                                                                                      |  | (10)             
|10.16              |  | Form of Non-Qualified Stock Option Agreement for Non-Employee
    Directors under the 2011 Stock Option and Incentive Plan**                                                                                                                 |  | (10)             
|10.17              |  | Form of Restricted Stock Unit Award Agreement for Company
    Employees under the 2011 Stock Option and Incentive Plan**                                                                                                                     |  | (10)             
|10.18              |  | Form of Restricted Stock Unit Award Agreement for Non-Employee
    Directors under the 2011 Stock Option and Incentive Plan**                                                                                                                |  | (10)             
|10.19              |  | 2007 Employee Stock Purchase Plan                                                                                                                                                                                                            |  | (7)              
|10.20              |  | Independent Contractor Agreement, dated as of December
    13, 2013, between Enzon Pharmaceuticals, Inc. and Richard L. Feinstein**                                                                                                          |  | (14)             





11







|Exhibit
    Number |  | Description                                                                                                                                                                                           |  | Reference
    No.
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------
|10.21              |  | Assignment, Assumption and Release Agreement, dated
    as of September 11, 2015, between Kingsbridge 2005, LLC and Enzon Pharmaceuticals, Inc.                                                       |  | (16)             
|10.22              |  | Amendment 1 to Independent Contractor Agreement, effective
    as of December 28, 2015, between Enzon Pharmaceuticals, Inc. and Richard L. Feinstein**                                                |  | (18)             
|10.23              |  | Agreement, dated as of December 29, 2015, among Kingsbridge
    2005, LLC,  Enzon Pharmaceuticals, Inc. and Axcellerate Pharma, LLC (executed by Enzon Pharmaceuticals, Inc. on February
    4, 2016) |  | (18)             
|10.24              |  | Letter Agreement, dated February 4, 2016, between Kingsbridge
    2005, LLC and Enzon Pharmaceuticals, Inc.                                                                                           |  | (18)             
|10.25              |  | Separation Agreement, dated as of September 27, 2013,
    between Enzon Pharmaceuticals, Inc. and Andrew Rackear**                                                                                    |  | (13)             
|10.26              |  | Amendment to Separation Agreement, dated as of January
    1, 2016, between Enzon Pharmaceuticals, Inc. and Andrew Rackear**                                                                          |  | (19)             
|10.27              |  | Amendment 2 to Separation Agreement, dated as of March
    31, 2016, between Enzon Pharmaceuticals, Inc. and Andrew Rackear**                                                                         |  | (19)             
|10.28              |  | Amended and Restated Exclusive IP Marketing Agreement,
    dated as of June 28, 2004, by and between Microment AG and Enzon Pharmaceuticals, Inc.                                                     |  | (20)             
|10.29              |  | Letter Agreement, dated January 30, 2019, between Servier
    IP UK Limited and Enzon Pharmaceuticals, Inc.                                                                                           |  | (20)             
|21.1               |  | Subsidiaries of Registrant                                                                                                                                                                            |  | +                
|23.1               |  | Consent of EisnerAmper LLP                                                                                                                                                                            |  | +                
|31.1               |  | Certification of Principal Executive Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                            |  | ++               
|31.2               |  | Certification of Principal Financial Officer pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                            |  | ++               
|32.1               |  | Certification of Principal Executive Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002***                                                                                         |  | +++              
|32.2               |  | Certification of Principal Financial Officer pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002***                                                                                         |  | +++              



| | 101 | The
following materials from Enzon Pharmaceuticals, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019,
formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income,
(iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flow, and (v) Notes to Consolidated
Financial Statements.  +
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | + | Previously
filed as an exhibit to the Original 2019 Form 10-K filed with the Securities and Exchange Commission onFebruary 19, 2020.
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | ++ | Filed herewith.
| | -- | ---------------



| | +++ | Previously
furnished as an exhibit to the Original 2019 Form 10-K filed with the Securities and Exchange Commission onFebruary 19,
2020.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------



| | * | Portions of this exhibit have been redacted and filed
separately with the Commission pursuant to a confidential treatment request.
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| | ** | Management contracts or compensatory plans and arrangements
required to be filed pursuant to Item 601(b)(10)(ii)(A) or (iii) of Regulation S-K.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------



| | *** | 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.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Referenced exhibit was previously filed with the Commission
as an exhibit to the Company’s filing indicated below and is incorporated herein by reference to that filing:



| | (1) | Quarterly Report on Form 10-Q for the quarter ended June
30, 2010 filed August 9, 2010
| | --- | --------------------------------------------------------------------------------------



| | (2) | Current Report on Form 8-K filed May 19, 2006
| | --- | ---------------------------------------------





12







| | (3) | Annual Report on Form 10-K for the fiscal year ended
June 30, 2002 filed on September 26, 2002
| | --- | ----------------------------------------------------------------------------------------------



| | (4) | Quarterly Report on Form 10-Q for the quarter ended September
30, 2005 filed November 9, 2005
| | --- | ---------------------------------------------------------------------------------------------



| | (5) | Quarterly Report on Form 10-Q for the quarter ended December
31, 2004 filed February 9, 2005
| | --- | --------------------------------------------------------------------------------------------



| | (6) | Quarterly Report on Form 10-Q for the quarter ended March
31, 2005 filed May 10, 2005
| | --- | -------------------------------------------------------------------------------------



| | (7) | Registration Statement on Form S-8 (File No. 333-140282)
filed January 29, 2007
| | --- | -------------------------------------------------------------------------------



| | (8) | Annual Report on Form 10-K for the year ended December
31, 2008 filed March 9, 2009
| | --- | -----------------------------------------------------------------------------------



| | (9) | Current Report on Form 8-K filed November 12, 2009
| | --- | --------------------------------------------------



| | (10) | Registration Statement on Form S-8 (File No. 333-174099)
filed May 10, 2011
| | ---- | ---------------------------------------------------------------------------



| | (11) | Annual Report on Form 10-K for the year ended December
31, 2012 filed March 18, 2013
| | ---- | ------------------------------------------------------------------------------------



| | (12) | Quarterly Report on Form 10-Q for the quarter ended June
30, 2013 filed August 6, 2013
| | ---- | --------------------------------------------------------------------------------------



| | (13) | Quarterly Report on Form 10-Q for the quarter ended September
30, 2013 filed November 12, 2013
| | ---- | ----------------------------------------------------------------------------------------------



| | (14) | Annual Report on Form 10-K for the year ended December
31, 2014 filed March 14, 2014
| | ---- | ------------------------------------------------------------------------------------



| | (15) | Current Report on Form 8-K filed May 1, 2014
| | ---- | --------------------------------------------



| | (16) | Quarterly Report on Form 10-Q for the quarter ended September
30, 2015 filed November 6, 2015
| | ---- | ---------------------------------------------------------------------------------------------



| | (17) | Current Report on Form 8-K filed February 9, 2016
| | ---- | -------------------------------------------------



| | (18) | Annual Report on Form 10-K for the fiscal year ended
December 31, 2015 filed March 21, 2016
| | ---- | -------------------------------------------------------------------------------------------



| | (19) | Quarterly Report on Form 10-Q for the quarter ended March
31, 2016 filed May 9, 2016
| | ---- | ------------------------------------------------------------------------------------



| | (20) | Annual Report on Form 10-K for the fiscal year ended
December 31, 2018 filed on February 21, 2019
| | ---- | -------------------------------------------------------------------------------------------------





13







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed
on its behalf by the undersigned, thereunto duly authorized.



|                      | ENZON PHARMACEUTICALS, INC.                       
|--------------------- | --------------------------------------------------
|                      | (Registrant)                                      
|                      |                                                   
|Dated: April 24, 2020 | /s/ Andrew Rackear                                
|                      | Andrew Rackear                                    
|                      | Chief Executive Officer and Secretary             
|                      | (Principal Executive Officer)                     
|                      |                                                   
|Dated: April 24, 2020 | /s/ Richard L. Feinstein                          
|                      | Richard L. Feinstein                              
|                      | Vice President-Finance and Chief Financial Officer
|                      | (Principal Financial Officer and                  
|                      | Principal Accounting Officer)                     



Pursuant to the requirements of the Securities
Exchange Act of 1934, this Amendment No. 1 on Form 10-K/A has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.



|Name                      |  | Title                                                          |  | Date          
|------------------------- |  | -------------------------------------------------------------- |  | --------------
|                          |  |                                                                |  |               
|/s/ Andrew Rackear        |  | Chief Executive Officer and Secretary                          |  | April 24, 2020
|Andrew Rackear            |  | (Principal Executive Officer)                                  |  |               
|                          |  |                                                                |  |               
|/s/ Richard L. Feinstein  |  | Vice President - Finance and Chief
    Financial Officer       |  | April 24, 2020
|Richard L. Feinstein      |  | (Principal
Financial Officer and Principal Accounting Officer) |  |               
|                          |  |                                                                |  |               
|/s/ Jonathan Christodoro  |  | Chairman of the Board                                          |  | April 24, 2020
|Jonathan Christodoro      |  |                                                                |  |               
|                          |  |                                                                |  |               
|/s/ Odysseas Kostas, M.D. |  | Director                                                       |  | April 24, 2020
|Odysseas Kostas, M.D.     |  |                                                                |  |               
|                          |  |                                                                |  |               
|/s/ Jennifer McNealey     |  | Director                                                       |  | April 24, 2020
|Jennifer McNealey         |  |                                                                |  |               





14