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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 19, 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. ☐
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
August 19, 2025, Enzo Biochem, Inc., a New York corporation (the “Company”), held a special meeting of shareholders (the
“Special Meeting”). As of July 15, 2025, the record date for the Special Meeting (the “Record Date”), 52,352,764 shares
of the Company’s common stock, $0.01 par value per share (the “Common Stock”), were outstanding and entitled to vote
at the Special Meeting. A summary of the matters voted upon by the Company’s shareholders at the Special Meeting is set forth below.
A
total of 34,336,390 shares of Common Stock were present at the Special Meeting in person, by virtual attendance, or by proxy, which
represents approximately 65.58% of the shares of Common Stock outstanding as of the Record Date.
Proposal
1. The Merger Proposal.
The
Company’s shareholders approved the adoption of the Agreement and Plan of Merger (as it may be amended from time to time), dated
June 23, 2025 (the “Merger Agreement”), by and among 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”), pursuant to
which Merger Sub will merge with and into the Company (the “Merger”), and the Merger and the transactions contemplated by
the Merger Agreement (the “Merger Proposal”). The final voting results are as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 29,964,566 |
|
4,306,757 |
|
65,067 |
Proposal
2. The Adjournment Proposal.
In
connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve the adjournment of the
Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were
insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”). Because
the Merger Proposal was approved at the Special Meeting, the Adjournment Proposal was not necessary or appropriate and was not presented
at the Special Meeting.
Subject
to satisfaction or waiver of the other closing conditions specified in the Merger Agreement, the Company and Parent expect the closing
of the Merger to occur on or about August 20, 2025.
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 19, 2025 |
|
2
