Enzo Biochem (OTC: ENZB) holders back merger with Bethpage Parent

Rhea-AI Filing Summary

Enzo Biochem, Inc. held a special shareholder meeting on August 19, 2025 to vote on its planned merger with Bethpage Parent, Inc. and its wholly owned subsidiary Bethpage Merger Sub, Inc. Of the 52,352,764 common shares outstanding as of the July 15, 2025 record date, 34,336,390 shares were represented at the meeting, equal to about 65.58% of eligible shares.

Shareholders approved the merger agreement, with 29,964,566 votes for, 4,306,757 votes against, and 65,067 abstentions on the merger proposal. Because the merger proposal passed, a separate proposal to adjourn the meeting to solicit additional votes was not needed and was not presented. Subject to satisfaction or waiver of the remaining closing conditions in the merger agreement, the company and Bethpage Parent expect the merger to close on or about August 20, 2025.

Insights

M&A and corporate actions analyst

Shareholders approved Enzo Biochem’s merger, clearing a key closing hurdle.

The disclosure shows that Enzo Biochem obtained shareholder approval for its merger with Bethpage Parent, Inc. and Bethpage Merger Sub, Inc. The merger proposal received 29,964,566 votes for, 4,306,757 against, and 65,067 abstentions, indicating clear support among voting shareholders. Quorum was reached with 34,336,390 shares represented, about 65.58% of the 52,352,764 shares outstanding as of the July 15, 2025 record date.

Approval of the merger proposal removes one of the main conditional steps toward completing the transaction, leaving only the remaining closing conditions specified in the merger agreement. The companies state that, subject to satisfaction or waiver of those conditions, they expect the merger to close on or about August 20, 2025. Subsequent disclosures after that date would typically detail whether closing occurred and any post-merger structural or listing changes.

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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.

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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 19, 2025

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FAQ

What did Enzo Biochem (ENZ) shareholders vote on at the special meeting?

Shareholders voted on approving the adoption of the Agreement and Plan of Merger among Enzo Biochem, Inc., Bethpage Parent, Inc., and Bethpage Merger Sub, Inc., under which Bethpage Merger Sub will merge with and into Enzo Biochem.

Did Enzo Biochem shareholders approve the proposed merger?

Yes. The merger proposal was approved with 29,964,566 votes for, 4,306,757 votes against, and 65,067 abstentions, based on the shares represented at the special meeting.

How many Enzo Biochem shares were eligible to vote and how many were represented?

As of the July 15, 2025 record date, 52,352,764 common shares were outstanding and entitled to vote. At the special meeting, 34,336,390 shares were present in person, by virtual attendance, or by proxy, representing about 65.58% of the outstanding shares.

What was the adjournment proposal and was it used at Enzo Biochems special meeting?

The adjournment proposal would have allowed postponing the special meeting to a later date to solicit additional proxies if there were insufficient votes to approve the merger. Because the merger proposal was approved, this adjournment proposal was not necessary and was not presented.

When do Enzo Biochem and Bethpage Parent expect the merger to close?

Subject to satisfaction or waiver of the remaining closing conditions in the merger agreement, Enzo Biochem and Bethpage Parent expect the merger to close on or about August 20, 2025.

What is the structure of the Enzo Biochem merger with Bethpage Parent?

Under the approved merger agreement, Bethpage Merger Sub, Inc., a New York corporation and wholly owned subsidiary of Bethpage Parent, Inc., will merge with and into Enzo Biochem, Inc., with Enzo Biochem surviving the merger.