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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.
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.
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. |
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 |
|
4
