Item 1.01. Entry into a Material Definitive Agreement.

On July 23, 2009, Enzon Pharmaceuticals, Inc. (the "Company") and Continental Stock Transfer & Trust Company (the "Rights Agent") entered into the Third Amendment (the "Amendment") to the Rights Agreement, dated as of May 17, 2002, as amended, between the Company and the Rights Agent (the "Rights Agreement"). The Amendment provides that the Company's stockholders may beneficially own less than 19% of the outstanding shares of common stock of the Company without becoming an Acquiring Person (as defined in the Rights Agreement) and thereby triggering the rights under the Rights Agreement. Prior to the Amendment, stockholders who reported beneficial ownership of the common stock of the Company on Schedule 13G under the Securities Exchange Act of 1934, as amended, could beneficially own less than 20% of the outstanding shares of common stock of the Company without becoming an Acquiring Person, and all other stockholders could beneficially own less than 15% of the outstanding shares of common stock of the Company without becoming an Acquiring Person.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 4.1, and the terms of which are incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 above in this Current Report is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description

4.1 Third Amendment to the Rights Agreement, dated as of July 23, 2009, between Enzon Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company.

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