ENZ Form 4: Board Member's Shares and RSUs Converted to $0.70 Cash in Merger

Rhea-AI Filing Summary

Bradley Louis Radoff, a director of Enzo Biochem, Inc. (ENZ), reported on Form 4 that he disposed of a total of 4,533,779 non‑derivative equity interests and an additional 430,000 shares on 08/20/2025, leaving him with 0 shares beneficially owned. The filing explains the dispositions occurred pursuant to the Agreement and Plan of Merger dated June 23, 2025, under which Enzo merged into Bethpage Parent, Inc., and each share of Enzo common stock was canceled and converted into the right to receive $0.70 in cash per share (less withholding). Restricted stock units that vested solely by time for board members were likewise canceled and converted into cash based on the same $0.70 per‑share Merger Consideration. The report is a single‑person Form 4 filed by Radoff and is signed and dated 08/20/2025.

Positive

• Merger consideration specified as $0.70 per share in cash, providing clear, immediate liquidation value to shareholders.
• RSUs converted into cash under the same terms, ensuring board members with time‑vested awards received the merger consideration.
• Filing clearly documents the mechanics of the merger conversion and the exact numbers of shares and RSUs converted (4,390,882 shares and 142,897 RSUs).

Negative

• Reported beneficial ownership reduced to 0 for the reporting director, removing insider equity alignment post‑merger.
• Complete cancellation of public shares under the merger ends publicly traded interest in Enzo Biochem common stock.

Insights

Corporate Governance Expert

TL;DR: Director's holdings reduced to zero as merger converts equity and RSUs to $0.70 cash per share.

The Form 4 documents a complete disposition of reported holdings by a board member due to a merger that canceled Enzo common stock and time‑vested RSUs in exchange for cash. This is a routine post‑merger mechanics filing rather than a voluntary open‑market sale: the shares and RSUs were converted under merger terms, resulting in zero reported beneficial ownership by the reporting person. For governance, the filing confirms the board member no longer holds equity, which removes an alignment signal between management/board and remaining public shareholders because the company is now a wholly owned subsidiary.

M&A Specialist

TL;DR: The Merger closed and equity and time‑vested RSUs were cashed out at $0.70 per share, a material liquidity event for holders.

The disclosure ties the disposals directly to the Merger Agreement effective at closing, specifying cash consideration of $0.70 per share and the cancellation/conversion mechanics for RSUs and common stock. This filing documents the implementation of merger consideration and provides concrete numbers: 4,390,882 shares and 142,897 RSUs (total reported 4,533,779) were converted, delivering immediate cash value to those holders. The transaction is material as it completes the corporate change of control and effectuates payout to equity holders per the merger terms.

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^*

Radoff Bradley Louis

(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
	Officer (give title below)		Other (specify below)

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		4,533,779(1)(2)(3)	D	(1)(2)	0	D
Common Stock	08/20/2025		D		430,000(1)	D	(1)	0	I	By The Radoff Family Foundation

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

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. Represents 142,897 RSUs and 4,390,882 shares of Common Stock.

	/s/ Bradley Louis Radoff	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did Bradley Radoff report on Form 4 for ENZ?

He reported dispositions totaling 4,533,779 equity interests and an additional 430,000 shares on 08/20/2025, leaving 0 shares beneficially owned.

Why were the shares and RSUs disposed of according to the filing?

They were disposed of pursuant to the Agreement and Plan of Merger dated June 23, 2025, under which Enzo merged and shares were canceled and converted to cash.

What cash value did holders receive per share in the merger?

The Merger Consideration is $0.70 in cash per share, less applicable withholding taxes.

How many RSUs and common shares did the filing say were converted?

The filing states conversion of 142,897 RSUs and 4,390,882 common shares, totaling 4,533,779 reported interests.

Does the Form 4 indicate whether the filing was individual or joint?

The Form 4 indicates it was filed by one reporting person (individual filing).

What is Bradley Radoff's relationship to Enzo Biochem as stated on the form?

He is identified on the form as a Director of Enzo Biochem, Inc.