Every 8-K that Enzo Biochem, Inc. (ENZ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ENZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ENZ filings page.
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.
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.
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.