Enzo Biochem (OTC: ENZB) taken private in $0.70 per share merger

Rhea-AI Filing Summary

Enzo Biochem, Inc. has completed its previously announced merger with Bethpage Parent, Inc., with Bethpage Merger Sub, Inc. merging into Enzo on August 20, 2025. Enzo survives the transaction as a wholly owned subsidiary of Bethpage Parent.

At the merger effective time, each outstanding share of Enzo common stock was converted into the right to receive $0.70 in cash, without interest and subject to applicable withholding taxes. Certain restricted stock units held by directors or already vested converted into cash based on the same per-share price, while all other RSUs and all stock options were canceled without payment. Outstanding warrants were canceled in exchange for cash amounts specified in individual warrant cancellation agreements.

The company’s common stock stopped trading on the OTCQX tier of the OTC Markets before the August 20, 2025 market open, and Enzo plans to file a Form 15 to deregister its common stock and suspend its SEC reporting obligations. A change in control occurred, and Enzo’s prior directors named in the report ceased serving at the merger effective time, with the certificate of incorporation and bylaws amended and restated in connection with the closing.

Insights

M&A and public markets analyst

Enzo Biochem is taken private in an all-cash merger at $0.70 per share, ending OTCQX trading and public reporting.

Enzo Biochem, Inc. completed a merger in which Bethpage Merger Sub, Inc. combined with Enzo on August 20, 2025, leaving Enzo as a wholly owned subsidiary of Bethpage Parent, Inc. Each share of common stock was converted into the right to receive $0.70 in cash, without interest, which sets a definitive cash exit value for former public shareholders.

Equity-linked compensation was largely extinguished: only certain restricted stock units held by board members or already vested were cashed out based on the same per-share price, while other RSUs and all stock options were canceled without consideration. Warrants were canceled in exchange for cash defined in each Warrant Cancellation Agreement, a separate contractual framework referenced in the exhibits.

The common stock ceased trading on the OTCQX tier before the market opened on August 20, 2025, and Enzo intends to file Form 15 to deregister the shares and suspend reporting duties under Sections 13(a) and 15(d). A formal change in control occurred, existing directors named in the filing resigned at closing, and Enzo’s charter and bylaws were amended and restated, marking its transition from a publicly traded company to a privately held subsidiary.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 20, 2025

ENZO BIOCHEM, INC.

(Exact name of registrant as specified in its charter)

New York		001-09974		13-2866202
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

21 Executive Blvd.

Farmingdale, New York 11735

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (631) 755-5500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ENZB		OTC Markets OTCQX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated as of June 23, 2025 (the “Merger Agreement”), by and among Enzo Biochem, Inc., a New York corporation (the “Company”), Bethpage Parent, Inc., a Delaware corporation (“Parent”), and Bethpage Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Merger Sub”).

On August 20, 2025 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

The foregoing description of the Merger Agreement and the transactions contemplated thereby contained in this Introductory Note, including the Merger, does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and under Items 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of the common stock of the Company, par value $0.01 per share (“Common Stock”), that was issued and outstanding immediately prior to the Effective Time (each, a “Share”, and collectively, the “Shares”), subject to certain customary exceptions specified in the Merger Agreement, was automatically converted into the right to receive $0.70 in cash, without interest (the “Merger Consideration”) and subject to applicable withholding taxes.

Pursuant to the Merger Agreement, at the Effective Time, (i) each Company restricted stock unit (a “Company RSU”) that was outstanding as of immediately prior to the Effective Time and was either (A) held by a member of the Board (whether vested or unvested) or (B) vested in accordance with its terms but not yet settled as of the Effective Time (each, a “Vested Company RSU”) was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (A) the total number of Shares underlying such Company RSU, by (B) the Merger Consideration, subject to applicable withholding taxes, (ii) each Company RSU that was outstanding as of immediately prior to the Effective Time and not a Vested Company RSU was automatically canceled without any consideration payable therefor and (iii) each option to purchase Shares that was outstanding as of immediately prior to the Effective Time was automatically canceled without any consideration payable therefor.

Further, at the Effective Time, each warrant to acquire Shares (“Company Warrant”) was cancelled, terminated and extinguished as of the Effective Time, and in exchange for and upon such cancellation thereof, each such Company Warrant that was outstanding as of immediately prior to the Effective Time was converted into the right to receive, without interest, an amount set forth in the applicable Warrant Cancellation Agreement executed by the holder of each such Company Warrant and the Company concurrently with the execution of the Merger Agreement. The description of the Warrant Cancellation Agreements set forth in this Item 1.01 is qualified in its entirety by reference to the content of the Form of Warrant Cancellation Agreement filed herewith as Exhibit 10.1, which is incorporated herein by reference.

The foregoing description of the Merger Agreement and the transactions contemplated thereby contained in this Item 2.01, including the Merger, does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

As a result of the Merger, the Shares no longer trade on the OTCQX tier of the OTC Markets or any other over-the-counter market. The Common Stock ceased trading on the OTCX prior to the opening of trading on August 20, 2025. In addition, in connection with the consummation of the Merger, the Company intends to file with the Securities and Exchange Commission (the “SEC”) a Certification and Notice of Termination of Registration on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of the Company with respect to the Common Stock under Section 13(a) and Section 15(d) of Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Except as described in Item 2.01, pursuant to the Merger Agreement, at the Effective Time, each Share, subject to certain customary exceptions specified in the Merger Agreement, was automatically converted into the right to receive the Merger Consideration.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, at the Effective Time, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger (and not as a result of any disagreement with the Company), and in accordance with the Merger Agreement, at the Effective Time, Steven J. Pully, Bradley L. Radoff, Jonathan Couchman, and Kara Cannon, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated, in accordance with the Merger Agreement and the New York Business Corporation Law (the “NYBCL”), to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto. Such exhibit is incorporated by reference into this Item 5.03.

At the Effective Time, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated, in accordance with the Merger Agreement and the NYBCL, to be in the form of the bylaws attached as Exhibit 3.2 hereto. Such exhibit is incorporated by reference into this Item 5.03.

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Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
2.1*		Agreement and Plan of Merger, dated as of June 23, 2025, by and among Enzo Biochem, Inc., Bethpage Parent, Inc. and Bethpage Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 24, 2025)
3.1		Amended and Restated Certificate of Incorporation of Enzo Biochem, Inc.
3.2		Amended and Restated Bylaws of Enzo Biochem, Inc.
10.1		Form of Warrant Cancellation Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 24, 2025)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

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SIGNATURES

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

	ENZO BIOCHEM, INC.
	By:	/s/ Patricia Eckert
	Name:	Patricia Eckert
	Title:	Chief Financial Officer
Date: August 20, 2025

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FAQ

What did Enzo Biochem (ENZ) disclose in this 8-K filing?

Enzo Biochem, Inc. disclosed that it completed a merger under which Bethpage Merger Sub, Inc. merged with and into Enzo on August 20, 2025, with Enzo surviving as a wholly owned subsidiary of Bethpage Parent, Inc. The filing describes the merger terms, treatment of equity awards and warrants, delisting of the common stock, deregistration plans, changes in control, board departures, and amendments to the company’s charter and bylaws.

How much cash will Enzo Biochem shareholders receive per share in the merger?

At the effective time of the merger, each outstanding share of Enzo Biochem common stock was automatically converted into the right to receive $0.70 in cash per share, without interest and subject to applicable withholding taxes. This cash payment is referred to as the Merger Consideration.

What happens to Enzo Biochem common stock and its OTCQX listing after the merger?

As a result of the merger, Enzo Biochem’s common stock ceased trading on the OTCQX tier of the OTC Markets before the opening of trading on August 20, 2025. The company also intends to file a Form 15 with the SEC to deregister its common stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under Sections 13(a) and 15(d).

How were Enzo Biochem RSUs, stock options, and warrants treated in the merger?

Certain restricted stock units (RSUs) held by board members or already vested were canceled and converted into cash based on the $0.70 per-share Merger Consideration. All other RSUs and all stock options outstanding immediately before the effective time were automatically canceled without any payment. Each outstanding warrant to acquire shares was canceled and converted into the right to receive a cash amount specified in a related Warrant Cancellation Agreement.

Did Enzo Biochem undergo a change in control as part of this transaction?

Yes. The filing states that, as a result of the merger at the effective time, a change in control of Enzo Biochem occurred and the company became a wholly owned subsidiary of Bethpage Parent, Inc.

Which Enzo Biochem directors left the board in connection with the merger?

In connection with the consummation of the merger and in accordance with the Merger Agreement, Steven J. Pully, Bradley L. Radoff, Jonathan Couchman, and Kara Cannon ceased to be directors of Enzo Biochem and members of any board committees as of the merger effective time.

Were Enzo Biochem’s charter and bylaws changed as part of the merger?

At the effective time of the merger, Enzo Biochem’s certificate of incorporation and bylaws, as in effect immediately before the merger, were amended and restated in accordance with the Merger Agreement and the New York Business Corporation Law. The new charter and bylaws are attached as Exhibits 3.1 and 3.2 in the filing.