Enzo Biochem Inc SEC Filings

Schedule 13D/A (Amendment No. 5) – Enzo Biochem, Inc. (ENZ)

The filing updates the ownership position and intentions of the Radoff Family Foundation and Bradley L. Radoff in connection with Enzo Biochem’s pending acquisition by Bethpage Parent, Inc. announced on 23 June 2025.

• Ownership: Mr. Radoff directly owns 4,390,882 shares (8.4% of outstanding) and may be deemed to beneficially own an additional 430,000 shares held by the Foundation, bringing his aggregate economic interest to 4,820,882 shares, or 9.2 % of ENZ’s 52,432,129 shares outstanding.
• Cost basis: Foundation purchases total ≈ $1.43 million; Mr. Radoff’s direct purchases total ≈ $13.03 million (inclusive of commissions).
• Equity awards: Mr. Radoff has 378,179 RSUs earned as a director; 235,282 have vested, with the remaining 142,897 vesting by 16 Jan 2026 or upon a change-of-control.
• Merger support: Concurrent with the merger agreement, Mr. Radoff executed a Voting and Support Agreement committing all of his shares to vote in favor of the merger and against any alternative proposals, and restricting share transfers until the agreement terminates.
• No recent trading: The Reporting Persons executed no ENZ share transactions during the past 60 days.

The commitment of a 9.2 % holder materially increases the probability of shareholder approval for the Bethpage transaction, which would result in ENZ becoming a wholly owned subsidiary of Parent upon closing.

Enzo Biochem has announced a definitive agreement to be acquired by Battery Ventures affiliate Bethpage Parent in a $37 million all-cash transaction valued at $0.70 per share. The announcement follows a strategic review initiated by a special board committee in April to explore value-maximizing alternatives.

Key transaction details:

• Transaction expected to close in Q3 2025, subject to shareholder approval and customary conditions
• CEO Kara Cannon communicated the merger details through an employee town hall
• Battery Ventures is described as a global, technology-focused investment firm

The filing includes extensive forward-looking statements and legal disclaimers regarding the merger process, shareholder solicitation details, and SEC filing requirements. Shareholders are urged to review the forthcoming proxy statement containing complete merger information. The company will file additional proxy materials with detailed transaction terms and participant information.

Enzo Biochem, Inc. (ENZ) entered into a definitive Agreement and Plan of Merger on 23 June 2025 with affiliates of Battery Ventures (Bethpage Parent, Inc. and Bethpage Merger Sub, Inc.). The all-cash transaction will convert each outstanding share of Enzo common stock into the right to receive $0.70 per share, excluding (i) shares already held by Parent or Enzo and (ii) any dissenting shares properly perfected under NYBCL §623. At closing, Enzo will survive as a wholly-owned subsidiary of Parent.

Equity instruments: • Vested RSUs held by directors or already vested will be cashed out at $0.70 per underlying share. • Unvested RSUs and all outstanding stock options will be cancelled for no consideration. • All outstanding Company Warrants will be cancelled in exchange for cash amounts set out in individual Warrant Cancellation Agreements executed concurrently with the Merger Agreement.

Board & shareholder alignment: Enzo’s board unanimously approved the Merger Agreement and recommends that shareholders vote FOR the transaction. In support, all officers, directors and the company’s largest shareholder have executed Voting & Support Agreements committing their shares to the deal and restricting transfers, proxies and dissenters’ rights.

Key covenants & restrictions: Enzo is subject to customary no-shop provisions, limits on cash expenditures and a minimum-cash covenant through closing. Representations, warranties and covenants are customary and qualified by SEC disclosure schedules. The company must file a preliminary proxy within 5–10 business days and convene a special meeting to secure majority shareholder approval.

Closing conditions: • Shareholder approval • Accuracy of reps & warranties • Material covenant compliance • Absence of injunctions • No Company Material Adverse Effect • Fewer than 10 % of shares exercising dissenters’ rights • Execution of Warrant Cancellation Agreements by all warrant holders. Target outside date is 23 October 2025.

Termination & fees: Either party may terminate if closing is not achieved by the outside date, among other triggers. Enzo faces a $2.5 million break-up fee plus expense reimbursement up to $1 million under certain scenarios. Parent owes Enzo a $1 million reverse termination fee for specified Parent breaches or failure to close.

The 8-K does not disclose Enzo’s current market price or implied premium, nor any anticipated post-merger strategy. Investors should evaluate the adequacy of the $0.70 cash consideration against their own cost basis and market data once available.