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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 4,533,779 | $0.00 | -- |
| Disposition | Common Stock | 430,000 | $0.00 | -- |
Footnotes (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"). 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. Represents 142,897 RSUs and 4,390,882 shares of Common Stock.
