ENZ Form 4: CEO Shares Cashed Out After Merger Closing

Rhea-AI Filing Summary

Enzo Biochem insider filings show the company's merger closed and equity holdings were converted or canceled. The reporting person, Kara Cannon, who served as Chief Executive Officer and director, disposed of 359,737 shares of common stock and 45,065 shares held indirectly in a 401(k) on 08/20/2025. Under the Merger Agreement dated June 23, 2025, each share of common stock was canceled and converted into the right to receive $0.70 in cash per share. Time-vested RSUs held by directors were similarly converted into cash based on underlying shares. Outstanding stock options were canceled at the Effective Time without any cash payment or other consideration.

Positive

• Merger completed with explicit cash consideration: each common share was converted into the right to receive $0.70 in cash
• Time-vested director RSUs converted to cash, providing immediate value to directors holding those units

Negative

• All outstanding stock options were canceled without any cash payment or other consideration, eliminating potential upside for option holders
• Reporting person relinquished public equity holdings, signaling end of public ownership and potential loss of future equity-based incentives

Insights

Financial Analyst

TL;DR: The company completed a cash-out merger at $0.70 per share; public equity and options were eliminated.

The Form 4 discloses a completed merger that converted common shares and time-vested RSUs into $0.70 cash per share and canceled all outstanding options without payment. For public shareholders this is a definitive liquidity event that ends public equity exposure. The cash consideration per share is explicit and provides a clear, fixed outcome for holders; however, option holders and equity-backed incentives were terminated without value, which affects executive and employee compensation realizations.

Corporate Governance Expert

TL;DR: Insider holdings and director RSUs were cashed out; options were cancelled—corporate control shifted to buyer.

The filing confirms the Effective Time mechanics under the Merger Agreement: shares were canceled and converted to $0.70 cash, director time-vested RSUs were similarly cashed out, and all outstanding options were automatically canceled with no payment. This reflects a complete change in control and termination of equity-based incentive structures, with direct implications for governance, post-transaction ownership, and executive compensation alignment.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cannon Kara

(Last) (First) (Middle)

C/O ENZO BIOCHEM, INC.

21 EXECUTIVE BLVD.

(Street)

FARMINGDALE NY 11735

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENZO BIOCHEM INC [ ENZB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2025		D		359,737(1)(2)(3)	D	(1)(2)	0	D
Common Stock	08/20/2025		D		45,065(1)	D	(1)	0	I	401k

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (to acquire shares of Common Stock)	(4)	08/20/2025		D			200,000	(4)	(4)	Common Stock	200,000	(4)	0	D
Stock Option (to acquire shares of Common Stock)	(4)	08/20/2025		D			200,000	(4)	(4)	Common Stock	200,000	(4)	0	D
Stock Option (to acquire shares of Common Stock)	(4)	08/20/2025		D			87,500	(4)	(4)	Common Stock	87,500	(4)	0	D
Stock Option (to acquire shares of Common Stock)	(4)	08/20/2025		D			87,500	(4)	(4)	Common Stock	87,500	(4)	0	D
Stock Option (to acquire shares of Common Stock)	(4)	08/20/2025		D			55,400	(4)	(4)	Common Stock	55,400	(4)	0	D

Explanation of Responses:

1. The shares were disposed of pursuant to the Agreement and Plan of Merger, dated June 23, 2025 (the "Merger Agreement"), by and among the Issuer, Bethpage Parent, Inc. ("Parent"), and Bethpage Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), was canceled and automatically converted into the right to receive $0.70 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").

2. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") that vested solely on the basis of time that was outstanding as of immediately prior to the Effective Time and was held by a member of the Issuer's Board of Directors was canceled and converted into the right to receive an amount in cash obtained by multiplying (A) the total number of shares of Common Stock underlying such RSU, by (B) the Merger Consideration, subject to any required withholding of taxes.

3. Includes 100,000 RSUs.

4. Pursuant to the Merger Agreement, at the Effective Time, each option that was outstanding as of immediately prior to the Effective Time was automatically, and without any required action on the part of the Reporting Person, canceled without any cash payment or other consideration being made in respect thereof.

	/s/ Kara Cannon	08/20/2025
	** Signature of Reporting Person	Date
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FAQ

What did Kara Cannon report on Form 4 for ENZ?

Kara Cannon reported disposing of 359,737 common shares and 45,065 shares held indirectly in a 401(k) on 08/20/2025, pursuant to the Merger Agreement.

What did ENZ shareholders receive in the merger?

Each share of Enzo Biochem common stock was canceled and converted into the right to receive $0.70 in cash per share at the Effective Time.

What happened to restricted stock units (RSUs) held by directors?

Time-vested RSUs held by board members were canceled at the Effective Time and converted into a cash amount equal to the underlying shares multiplied by $0.70, subject to tax withholding.

Were outstanding stock options paid out in the merger?

No. The Merger Agreement provided that all outstanding options were automatically canceled without any cash payment or other consideration.

Did the filing state the Merger Agreement date?

Yes. The Merger Agreement is dated June 23, 2025, as referenced in the Form 4 explanation.