ENZB Form 4: CFO Disposes 28,328 Shares as Options Cancelled in Merger

Rhea-AI Filing Summary

Patricia Eckert, Chief Financial Officer of Enzo Biochem, Inc. (ENZB), reported transactions on 08/20/2025 related to the company's merger. At the effective time of the Merger, each outstanding share of Enzo common stock was canceled and converted into the right to receive $0.70 in cash per share, less applicable withholding taxes. The filing shows Ms. Eckert disposed of 28,328 shares of common stock and, separately, multiple outstanding stock options (totaling 275,000 options) were cancelled without payment or other consideration under the Merger Agreement. Following these transactions, Ms. Eckert reports owning 0 shares and 0 underlying shares from the cancelled options.

Positive

• Merger completed with a defined cash consideration of $0.70 per share for common stock
• Clear disclosure that options were cancelled under the Merger Agreement, removing potential future dilution

Negative

• Reporting person's equity position eliminated: 28,328 shares disposed and reported beneficial ownership reduced to 0 shares
• All listed stock options cancelled without compensation, totaling the options shown in the filing

Insights

Corporate Governance Expert

TL;DR: Insider's holdings were fully eliminated by a cash merger consideration; options cancelled without payout.

The Form 4 documents a structural ownership change driven by a merger agreement where Enzo Biochem became a wholly-owned subsidiary and equity holders received $0.70 per share. The reporting person, CFO Patricia Eckert, had 28,328 common shares disposed of under the merger consideration and multiple option grants (listed in aggregate as 275,000 options across several grants) were automatically cancelled without cash or other compensation. This is a company-level corporate control event rather than a voluntary sale by the insider; the filing clarifies the mechanism and economic outcome for equity and option holders.

Securities Analyst

TL;DR: Material corporate transaction executed; insider ownership eliminated per merger terms.

The submission confirms the effective conversion of common stock to a fixed cash consideration of $0.70 per share and cancellation of outstanding options per the Merger Agreement dated June 23, 2025. The insider ended with zero beneficial ownership post-transaction. For investors, the Form 4 is a procedural notice reflecting the merger's mechanics rather than discretionary insider trading activity.

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^*

Eckert Patricia

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		28,328(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)	(2)	08/20/2025		D			100,000	(2)	(2)	Common Stock	100,000	(2)	0	D
Stock Option (to acquire shares of Common Stock)	(2)	08/20/2025		D			75,000	(2)	(2)	Common Stock	75,000	(2)	0	D
Stock Option (to acquire shares of Common Stock)	(2)	08/20/2025		D			25,000	(2)	(2)	Common Stock	25,000	(2)	0	D
Stock Option (to acquire shares of Common Stock)	(2)	08/20/2025		D			50,000	(2)	(2)	Common Stock	50,000	(2)	0	D
Stock Option (to acquire shares of Common Stock)	(2)	08/20/2025		D			25,000	(2)	(2)	Common Stock	25,000	(2)	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 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/ Patricia Eckert	08/20/2025
	** Signature of Reporting Person	Date
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FAQ

What did Patricia Eckert disclose in the Form 4 for Enzo Biochem (ENZB)?

The Form 4 shows Patricia Eckert, CFO, disposed of 28,328 common shares and that multiple stock options (totaling the amounts listed) were cancelled on 08/20/2025 due to the Merger Agreement.

What was the merger consideration per Enzo Biochem share?

Each share of Enzo Biochem common stock was converted into the right to receive $0.70 in cash, less any applicable withholding taxes.

Were any stock options paid out to the reporting person in the merger?

No. The filing states each outstanding option was automatically cancelled without any cash payment or other consideration at the effective time of the merger.

What is Patricia Eckert's beneficial ownership after the reported transactions?

Following the reported transactions, the filing shows the reporting person held 0 shares and 0 underlying shares from the cancelled options.

When did the Merger Agreement referenced in the Form 4 originate?

The filing references an Agreement and Plan of Merger dated June 23, 2025.