Enzon Pharmaceuticals (ENZN) Risk Analysis

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Public companies are required to disclose risks that can affect the business and impact the stock. These disclosures are known as “Risk Factors”. Companies disclose these risks in their yearly (Form 10-K), quarterly earnings (Form 10-Q), or “foreign private issuer” reports (Form 20-F). Risk factors show the challenges a company faces. Investors can consider the worst-case scenarios before making an investment. TipRanks’ Risk Analysis categorizes risks based on proprietary classification algorithms and machine learning.

Enzon Pharmaceuticals disclosed 15 risk factors in its most recent earnings report. Enzon Pharmaceuticals reported the most risks in the “Finance & Corporate” category.

Risk Overview Q4, 2025

Risk Distribution

93% Finance & Corporate

7% Production

0% Tech & Innovation

0% Legal & Regulatory

0% Ability to Sell

0% Macro & Political

Finance & Corporate - Financial and accounting risks. Risks related to the execution of corporate activity and strategy

This chart displays the stock's most recent risk distribution according to category. TipRanks has identified 6 major categories: Finance & corporate, legal & regulatory, macro & political, production, tech & innovation, and ability to sell.

Risk Change Over Time

2022

S&P500 Average

Sector Average

Risks removed

Risks added

Risks changed

Enzon Pharmaceuticals Risk Factors

New Risk (0)

Risk Changed (0)

Risk Removed (0)

No changes from previous report

The chart shows the number of risks a company has disclosed. You can compare this to the sector average or S&P 500 average.

The quarters shown in the chart are according to the calendar year (January to December). Businesses set their own financial calendar, known as a fiscal year. For example, Walmart ends their financial year at the end of January to accommodate the holiday season.

Risk Highlights Q4, 2025

Main Risk Category

Finance & Corporate

With 14 Risks

Finance & Corporate

With 14 Risks

Number of Disclosed Risks

-8

From last report

S&P 500 Average: 31

-8

From last report

S&P 500 Average: 31

Recent Changes

8Risks added

10Risks removed

4Risks changed

Since Dec 2025

8Risks added

10Risks removed

4Risks changed

Since Dec 2025

Number of Risk Changed

From last report

S&P 500 Average: 3

From last report

S&P 500 Average: 3

See the risk highlights of Enzon Pharmaceuticals in the last period.

Risk Word Cloud

The most common phrases about risk factors from the most recent report. Larger texts indicate more widely used phrases.

Risk Factors Full Breakdown - Total Risks 15

Finance & Corporate

Total Risks: 14/15 (93%)Above Sector Average

Share Price & Shareholder Rights8 | 53.3%

Share Price & Shareholder Rights - Risk 1

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

Mr. Carl C. Icahn, directly and indirectly, beneficially owns approximately 48.6% of the outstanding shares of our Common Stock, as well as approximately 98.2% of the outstanding Series C Preferred Stock. Mr. Icahn may have interests that are different from, in addition to or not always consistent with our interests or with the interests of our other common or preferred stockholders. To the extent that conflicts of interest may arise between us and Mr. Icahn and his affiliates, those conflicts may be resolved in a manner adverse to us or our other stockholders. In addition, Mr. Icahn and his affiliates will continue to hold a significant portion of Enzon's Common Stock following the consummation of the Merger. Accordingly, the interests of these significant stockholders may not always coincide with our interests or the interests of other stockholders, or otherwise be in the best interests of us or all stockholders.

Share Price & Shareholder Rights - Risk 2

Added

Our stockholders (other than Carl Icahn, IEH and their respective affiliates) will experience immediate dilution as a consequence of the issuance of shares of our Common Stock in connection with the Merger. Having a minority share position will reduce the influence that the pre-closing stockholders (other than Carl Icahn, IEH and their respective affiliates) have on the management of the post-merger combined company (the "Combined Company") following the Merger.

It is anticipated that, upon completion of the Merger and assuming that the Enzon Series C Preferred Stock is exchanged for Enzon's Common Stock in full, (i) the holders of Enzon's Common Stock immediately prior to the Closing are expected to own approximately 5% of the Enzon's Common Stock, (ii) the holders of the Series C Preferred Stock are expected to own approximately 40% of the Enzon's Common Stock and (iii) Viskase stockholders are expected to own 55% of the Enzon's Common Stock, subject to certain adjustments based upon the number of shares of Series C Preferred Stock exchanged for Enzon's Common Stock by non-affiliates of the IEH Parties. If the actual facts differ from any of the foregoing assumptions (which they may), the percentage ownership retained by pre-closing Enzon stockholders in the Combined Company will differ. Upon completion of the Merger, the issuance of Enzon's Common Stock in connection with the Merger and the other transactions contemplated by the Merger Agreement, will result in significant dilution of the ownership and voting interests of the pre-closing Enzon stockholders, as described above. As a result, pre-closing Enzon stockholders (other than the IEH Parties) will experience a significant reduction in their relative influence over Enzon following the Merger, which, following the Merger, will encompass the combined businesses of Enzon and Viskase.

Share Price & Shareholder Rights - Risk 3

Added

Carl C. Icahn, IEH and their respective affiliates will exert significant influence on the Company after the Merger and non-IEH stockholders will have limited governance rights.

Upon completion of the Merger, the Company expects that IEH and its affiliates will hold a substantial majority of the voting power of the Combined Company. As of the date of this filing, the Company believes that IEH, through its control of its affiliates, beneficially owned approximately (i) 48.6% of the issued and outstanding shares of the Company's Common Stock, (ii) 98.2% of the issued and outstanding shares of the Company's Series C Preferred Stock and (iii) 93.97% of the issued and outstanding shares of Viskase's common stock. Following the Merger, it is expected that Mr. Icahn and his related entities will beneficially own approximately 93.32% of the outstanding shares of the Combined Company, assuming all of the Series C Preferred Stock is exchanged for Enzon's Common Stock. Mr. Icahn is the controlling stockholder and chairman of the board of the general partner of IEH. Because of their substantial ownership and voting power, Mr. Icahn, IEH and their respective affiliates may exert significant influence over the management and strategic direction of the Combined Company following the Merger, including, but not limited to, (i) the declaration of any future dividends, (ii) the ability to control the election, removal or replacement of any one or more members of the board of directors of the Combined Company, (iii) the voting on decisions related to fundamental corporate actions, consolidations or sales of all or substantially all of the Combined Company's assets and (iv) the ability to control the approval of various transactions. This concentration of ownership may also discourage or prevent a third party from seeking to acquire control of the Combined Company, even if such a transaction might be beneficial to other stockholders. As a result, the interests of Mr. Icahn, IEH and their respective affiliates may not always align with the interests of Enzon or its other stockholders.

Share Price & Shareholder Rights - Risk 4

Holders of shares of Series C Preferred Stock have no voting rights.

Except as otherwise provided by law, or as set forth in the Certificate of Designation with respect to the Series C Preferred Stock, the holders of Series C Preferred Stock have no special voting rights and their consent will not be required for taking any corporate action. As a result, all matters submitted to stockholders, that do not otherwise require the separate vote of the holders of the Series C Preferred Stock, will be decided by the vote of holders of our Common Stock. Accordingly, holders of our Series C Preferred Stock have no ability to influence corporate matters and, as a result, we may take actions that holders of our Series C Preferred Stock do not view as preferable.

Share Price & Shareholder Rights - Risk 5

There is no public market for the Series C Preferred Stock.

There is no established public trading market for the Series C Preferred Stock, and we do not expect a market to develop. We do not currently intend to apply for listing of the Series C Preferred Stock on any securities exchange or recognized trading system. Purchasers of the Series C Preferred Stock may be unable to resell their shares of Series C Preferred Stock or sell them only at an unfavorable price for an extended period of time, if at all.

Share Price & Shareholder Rights - Risk 6

Changed

The price of our Common Stock has historically been volatile and may decline significantly.

Historically, the market price of our Common Stock has fluctuated over a wide range for a variety of reasons, including Company-specific factors and global and industry-wide conditions and events such as the COVID-19 pandemic and resulting recession, as well as the fact that only a few stockholders, in the aggregate, hold more than a majority of our Common Stock, and, therefore, there is a small public float with limited trading activity in our Common Stock. For example, in the future, if we are unable to consummate the Merger, the value of our Common Stock may be impacted by our lack of royalty revenues, our ability to monetize our remaining assets, including our NOLs, and any unexpected liabilities or expenses that impact our continued operations, our ability to pay dividends or make distributions to our stockholders and the success of any future activities which we undertake.

Share Price & Shareholder Rights - Risk 7

Changed

Our Common Stock is quoted on the OTCQB 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.

Our Common Stock is quoted on the OTCQB market of the OTC Markets Group, Inc. and the quotation of our Common Stock on the OTCQB market does not assure that a liquid trading market exists or will develop. Stocks traded on the OTCQB market generally have very limited trading volume and exhibit a wider spread between the bid/ask quotations than stocks traded on national exchanges. Moreover, a significant number of institutional investors have investment policies that prohibit them from trading in stocks on the OTCQB marketplace. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our Common Stock. This significantly limits the liquidity of our Common Stock and may adversely affect the market price of our Common Stock. In addition, although the Common Stock will continue to trade on the OTCQB market immediately following the Merger, there is no guarantee that it will continue to do so as a result of the re-application process that the Company is required to undertake following the Merger.

Share Price & Shareholder Rights - Risk 8

Changed

Except for those holders of Series C Preferred Stock that elect to participate in the Series C Exchange Offer, the Series C Preferred Stock is not convertible into shares of Common Stock.

The Series C Preferred Stock is not convertible into shares of Common Stock and, therefore, holders of Series C Preferred Stock have no rights with respect to shares of our Common Stock. However, pursuant to the terms of the Merger Agreement, we agreed to commence the Series C Exchange Offer in order to allow the holders of our Series C Preferred Stock to elect to exchange their shares of Series C Preferred Stock into shares of our Common Stock. Holders of Series C Preferred Stock that do not participate in the Series C Exchange Offer will not have the right to exchange their shares of Series C Preferred Stock into shares of Enzon's Common Stock following the expiration of the Series C Exchange Offer on March 9, 2026. In addition, the Merger Agreement prohibits us from paying dividends on the Series C Preferred Stock in cash. Any shares of our Series C Preferred Stock that are not exchanged for shares of our Common Stock in the Series C Exchange Offer will remain outstanding pursuant to their current terms. Under the terms of our Series C Preferred Stock, following the completion of the Merger, we may redeem any outstanding shares of our Series C Preferred Stock for a cash amount equal to the aggregate liquidation preference of such shares.

Accounting & Financial Operations2 | 13.3%

Accounting & Financial Operations - Risk 1

Changed

Our sources of revenue are limited and we expect only limited revenue and profitability for the foreseeable future if the Merger is not completed.

On June 23, 2025, we entered into the Merger Agreement. If the Merger is consummated, our operations post-Closing will be comprised primarily of the operations of Viskase. However, if the Merger is not consummated, we currently have limited sources of revenue. Prior to 2024, we incurred losses and, in 2025 and 2024, our primary source of income was from interest income. Other than interest income, we do not anticipate generating any additional cash or revenues. As interest rates may fluctuate in the future, there can be no assurance that we will continue to receive interest income at our existing levels, or at levels that allow us to achieve a profit. We do not expect to receive any additional royalty revenues and even if we do receive any additional royalties, we do not expect that such amounts will be material. We currently do not intend to acquire new sources of royalty revenues. If we do not consummate the Merger, we will have only limited revenue relating to the interest income on our existing cash.

Accounting & Financial Operations - Risk 2

Added

We may not be able to utilize our net operating loss carryforwards ("NOLs"), certain credits and other tax attributes following the completion of the Merger.

Enzon's accountants have performed an analysis under Section 382 of the Internal Revenue Code ("the Code"), the results of which conclude, based on certain assumptions, that utilization of Enzon's NOLs and certain other credit carryforwards should not be subject to an annual limitation under Section 382 of the Code ("Section 382"). It is therefore intended that the Merger, pursuant to the terms of the Merger Agreement, as amended by the Merger Agreement Amendment, should not limit Enzon's NOL carryforwards and other tax attributes under Section 382. However, Section 382 rules and the application of such rules to the Merger are complex and there is no assurance that the Internal Revenue Service will not reach a different conclusion under Section 382. If such a conclusion is made and an ownership change is found to have occurred, the amount of the Combined Company's taxable income that could be offset by Enzon's pre-ownership change NOL carryforwards and other tax attributes would be severely limited. However, notwithstanding the foregoing, due to the existence of a valuation allowance for substantially all of the deferred tax assets for both Enzon and Viskase, the effect of having an ownership change under Section 382 of the Code may not be significant. In addition, following the Merger, the Combined Company's ability to utilize NOLs, certain credits, and other tax attributes to offset the Combined Company's future taxable income and/or payment of taxes would be limited if the Combined Company experiences an "ownership change" within the meaning of Section 382 of the Code. An ownership change under Section 382 would establish an annual limitation to the amount of Enzon's NOL carryforwards, certain credits, and other tax attributes that the Combined Company could utilize in any single year. Assuming the Combined Company has taxable income, it would potentially have higher cash tax obligations than if it were able to utilize Enzon's NOLs, which could adversely affect the Combined Company's financial condition, results of operations and cash flows, if that occurred. Enzon had previously adopted a Section 382 Rights Agreement, dated as of August 14, 2020, by and between Enzon and Continental Stock Transfer & Trust Company, as rights agent (as amended, the "Rights Agreement"), which is specifically designed to reduce the risk of an ownership change that would limit Enzon's ability to use its NOL carryforwards. The Merger Agreement, however, requires that the Rights Agreement be terminated prior to the Merger becoming effective. Enzon plans to further amend the final expiration date under the Rights Agreement so that the Rights Agreement remains in effect until immediately prior to the closing of the Merger. Following the completion of the Merger, the Rights Agreement will have been terminated, and Enzon will have no similar protections in place. Although the Combined Company is expected to adopt a similar Section 382 Rights Agreement, there can be no assurances that it will do so.

Corporate Activity and Growth4 | 26.7%

Corporate Activity and Growth - Risk 1

Added

Following completion of the Merger, as a result of Viskase's operations, we may not realize the anticipated benefits of the Merger.

Until the completion of the Merger, Enzon and Viskase will continue to operate as separate companies. The success of the Merger will depend on the success of Viskase's operations and performance following the completion of the Merger. Viskase's operating performance and financial condition has recently deteriorated as a result of, among other things, underperformance of the Viskase business in the second half of 2025, personnel changes and Viskase pausing capital investment into one of its product lines. There can be no assurance that Viskase's business will not further decline before or after completion of the Merger. We cannot assure you that the anticipated benefits of the Merger will be achieved.

Corporate Activity and Growth - Risk 2

Added

The Merger is subject to a number of closing conditions and, if these conditions are not satisfied, the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed. In addition, the parties have the right to terminate the Merger Agreement under other specified circumstances, in which case the Merger would not be completed.

The Merger is subject to a number of closing conditions and, if these conditions are not satisfied or waived (to the extent permitted by law), the Merger will not be completed. The closing of the Merger is subject to the satisfaction or waiver of certain conditions. The following conditions have not yet been satisfied: (i) the completion of the exchange offer of the Series C Preferred Stock, (ii) the accuracy of the parties' representations and warranties, subject to certain "materiality" and "material adverse effect" qualifications; (iii) compliance by the parties in all material respects with their respective covenants; (iv) no law or order making the Merger illegal or otherwise prohibiting consummation of the Merger; (v) the shares of Combined Company Common Stock to be issued in the Merger having been approved for listing (subject to official notice of issuance) on the OTC Markets; (vi) the consummation of the Reverse Stock Split, which has been approved by Enzon's stockholders; (vii) dissenters' rights not having been exercised by Viskase stockholders representing more than three percent (3%) of the outstanding shares of Viskase's common stock; and (viii) Enzon having at least $40 million in cash at closing. In addition, either Enzon or Viskase may terminate the Merger Agreement if the Merger is not consummated prior to 11:59 p.m., eastern time, on March 31, 2026.

Corporate Activity and Growth - Risk 3

Added

The Merger Agreement limits Enzon's ability to pursue alternatives to the Merger.

The Merger Agreement contains provisions that make it more difficult for Enzon to enter into alternative transactions. The Merger Agreement contains certain provisions that restrict Enzon's ability to, among other things, solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) the submission of inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an offer regarding a potential alternative transaction to the Merger from a third party.

Corporate Activity and Growth - Risk 4

Added

If the Merger is not completed, the business, financial results and stock prices of Enzon could be adversely affected.

The Merger is subject to a number of conditions, and there can be no assurance that it will be completed. If the Merger is not consummated for any reason, our ongoing business may be adversely affected. In addition, we may be subject to litigation related to any failure to complete the Merger or any failure to fulfill the parties' respective obligations under the Merger Agreement and there is no guarantee that the market price of our Common Stock will not decline if the Merger is not completed. If the Merger is not completed, we cannot assure our stockholders that these risks will not materialize or will not materially adversely affect their businesses, financial results or stock prices.

Production

Total Risks: 1/15 (7%)Below Sector Average

Costs1 | 6.7%

Costs - Risk 1

Added

We have incurred direct and indirect costs as a result of the Merger and we may incur additional direct and indirect costs whether or not the Merger is consummated.

We have incurred significant non-recurring costs in connection with the Merger and we expect to incur additional costs following the completion of the Merger in order to integrate our business with Viskase's business. These costs include legal, financial advisory, accounting, consulting and other professional fees, as well as regulatory filing fees and other transaction-related expenses. We have incurred these costs and expect that we will continue to incur additional costs whether or not the Merger is consummated. If we terminate the Merger Agreement or the Merger is not completed by the outside date provided in the Merger Agreement, we will have incurred substantial costs from the Merger that we will not be able to recover. We anticipate that we will incur further costs before the Merger is consummated and that we will continue to incur costs to combine operations following the completion of the Merger, and such expenses could have an adverse impact on our business, financial results and operations.

See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.

FAQ

What are “Risk Factors”?

Risk factors are any situations or occurrences that could make investing in a company risky.

The Securities and Exchange Commission (SEC) requires that publicly traded companies disclose their most significant risk factors. This is so that potential investors can consider any risks before they make an investment.

They also offer companies protection, as a company can use risk factors as liability protection. This could happen if a company underperforms and investors take legal action as a result.

It is worth noting that smaller companies, that is those with a public float of under $75 million on the last business day, do not have to include risk factors in their 10-K and 10-Q forms, although some may choose to do so.

How do companies disclose their risk factors?

Publicly traded companies initially disclose their risk factors to the SEC through their S-1 filings as part of the IPO process.

Additionally, companies must provide a complete list of risk factors in their Annual Reports (Form 10-K) or (Form 20-F) for “foreign private issuers”.

Quarterly Reports also include a section on risk factors (Form 10-Q) where companies are only required to update any changes since the previous report.

According to the SEC, risk factors should be reported concisely, logically and in “plain English” so investors can understand them.

How can I use TipRanks risk factors in my stock research?

Use the Risk Factors tab to get data about the risk factors of any company in which you are considering investing.

You can easily see the most significant risks a company is facing. Additionally, you can find out which risk factors a company has added, removed or adjusted since its previous disclosure. You can also see how a company’s risk factors compare to others in its sector.

Without reading company reports or participating in conference calls, you would most likely not have access to this sort of information, which is usually not included in press releases or other public announcements.

A simplified analysis of risk factors is unique to TipRanks.

What are all the risk factor categories?

TipRanks has identified 6 major categories of risk factors and a number of subcategories for each. You can see how these categories are broken down in the list below.

1. Financial & Corporate

Accounting & Financial Operations - risks related to accounting loss, value of intangible assets, financial statements, value of intangible assets, financial reporting, estimates, guidance, company profitability, dividends, fluctuating results.
Share Price & Shareholder Rights – risks related to things that impact share prices and the rights of shareholders, including analyst ratings, major shareholder activity, trade volatility, liquidity of shares, anti-takeover provisions, international listing, dual listing.
Debt & Financing – risks related to debt, funding, financing and interest rates, financial investments.
Corporate Activity and Growth – risks related to restructuring, M&As, joint ventures, execution of corporate strategy, strategic alliances.

2. Legal & Regulatory

Litigation and Legal Liabilities – risks related to litigation/ lawsuits against the company.
Regulation – risks related to compliance, GDPR, and new legislation.
Environmental / Social – risks related to environmental regulation and to data privacy.
Taxation & Government Incentives – risks related to taxation and changes in government incentives.

3. Production

Costs – risks related to costs of production including commodity prices, future contracts, inventory.
Supply Chain – risks related to the company’s suppliers.
Manufacturing – risks related to the company’s manufacturing process including product quality and product recalls.
Human Capital – risks related to recruitment, training and retention of key employees, employee relationships & unions labor disputes, pension, and post retirement benefits, medical, health and welfare benefits, employee misconduct, employee litigation.

4. Technology & Innovation

Innovation / R&D – risks related to innovation and new product development.
Technology – risks related to the company’s reliance on technology.
Cyber Security – risks related to securing the company’s digital assets and from cyber attacks.
Trade Secrets & Patents – risks related to the company’s ability to protect its intellectual property and to infringement claims against the company as well as piracy and unlicensed copying.

5. Ability to Sell

Demand – risks related to the demand of the company’s goods and services including seasonality, reliance on key customers.
Competition – risks related to the company’s competition including substitutes.
Sales & Marketing – risks related to sales, marketing, and distribution channels, pricing, and market penetration.
Brand & Reputation – risks related to the company’s brand and reputation.

6. Macro & Political

Economy & Political Environment – risks related to changes in economic and political conditions.
Natural and Human Disruptions – risks related to catastrophes, floods, storms, terror, earthquakes, coronavirus pandemic/COVID-19.
International Operations – risks related to the global nature of the company.
Capital Markets – risks related to exchange rates and trade, cryptocurrency.