[SCHEDULE 13D/A] Enzo Biochem, Inc. SEC Filing

Rhea-AI Filing Summary

Enzo Biochem, Inc. (ENZ) entered into and completed a merger in which Bethpage Merger Sub merged into Enzo, and Enzo became a wholly owned subsidiary of Bethpage Parent.

At the effective time on August 20, 2025, each outstanding share was converted into the right to receive $0.70 in cash per share (subject to withholding). Vested restricted stock units held by directors or vested-but-unsettled RSUs were converted into a cash payment equal to the number of underlying shares multiplied by $0.70. Unvested RSUs and all outstanding options were canceled without consideration. As a result, the reporting persons state they no longer beneficially own any Enzo securities and ceased to own more than 5% of the class.

Positive

• Merger completed making Enzo a wholly owned subsidiary of Bethpage Parent
• $0.70 per share in cash provided to holders of outstanding shares
• Vested RSUs received cash equal to underlying shares multiplied by the merger consideration

Negative

• Unvested RSUs were canceled without consideration
• All outstanding options were canceled without any consideration
• Reporting persons ceased to own more than 5% of the class, eliminating their public ownership stake

Insights

M&A Specialist

TL;DR: The merger closed for cash consideration of $0.70 per share; equity awards were largely cashed out or cancelled.

The filing confirms a cash-out transaction where each public share converted into $0.70 and vested RSUs received equivalent cash; unvested RSUs and options were cancelled without payout. This structure is typical for a take-private cash merger that eliminates public float and converts equity awards at closing. Material implication: public shareholders received immediate cash consideration while outstanding derivative awards were extinguished per agreement terms.

Corporate Governance Expert

TL;DR: Reporting persons no longer hold ENZ securities post-merger; governance rights and public shareholder oversight end.

The amendment restates Items 4 and 5 to reflect the merger mechanics and the conversion/cancellation of equity awards. It explicitly notes that reporting persons ceased to beneficially own more than 5% as of August 20, 2025. From a governance perspective, the company transitioned to private ownership and board and incentive structures were resolved through cash settlements for vested awards and cancellation of unvested awards and options.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

ENZO BIOCHEM INC

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

294100102

(CUSIP Number)

BRADLEY L. RADOFF
2727 Kirby Drive, Unit 29L
Houston, TX, 77098
713-482-2196

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/20/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 294100102

1

Name of reporting person

Radoff Family Foundation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 294100102

1

Name of reporting person

Radoff Bradley Louis

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: ENZO BIOCHEM INC
(c)	Address of Issuer's Principal Executive Offices: 60 EXECUTIVE BLVD, FARMINGDALE, NEW YORK , 11735.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On June 23, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bethpage Parent, Inc., a Delaware corporation ("Parent"), and Bethpage Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"). On August 20, 2025, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") effective as of the effective time of the Merger (the "Effective Time"), with the Issuer continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent. At the Effective Time, each Share that was issued and outstanding immediately prior to the Effective Time, subject to certain customary exceptions specified in the Merger Agreement, was automatically converted into the right to receive $0.70 in cash, without interest (the "Merger Consideration")and subject to applicable withholding taxes. In addition, pursuant to the Merger Agreement, at the Effective Time, (i) each Issuer restricted stock unit ("RSU") that was outstanding as of immediately prior to the Effective Time and was either (A) held by a member of the Issuer's board of directors (whether vested or unvested) or (B) vested in accordance with its terms but not yet settled as of the Effective Time (each, a "Vested RSU") was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (A) the total number of Shares underlying such RSU, by (B) the Merger Consideration, subject to applicable withholding taxes, (ii) each RSU that was outstanding as of immediately prior to the Effective Time and not a Vested RSU was automatically canceled without any consideration payable therefor and (iii) each option to purchase Shares that was outstanding as of immediately prior to the Effective Time was automatically canceled without any consideration payable therefor. Accordingly, as a result of the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: Effective August 20, 2025, as a result of the Merger, each Share owned by the Reporting Persons was converted into the Merger Consideration, and each RSU owned by the Reporting Persons was canceled and converted into the right to receive an amount in cash obtained by multiplying (i) the total number of Shares underlying such RSU, by (ii) the Merger Consideration, subject to any withholding of taxes. Accordingly, the Reporting Persons no longer beneficially own any securities of the Issuer.
(b)	Item 5(b) is hereby amended and restated to read as follows: Effective August 20, 2025, as a result of the Merger, each Share owned by the Reporting Persons was converted into the Merger Consideration, and each RSU owned by the Reporting Persons was canceled and converted into the right to receive an amount in cash obtained by multiplying (i) the total number of Shares underlying such RSU, by (ii) the Merger Consideration, subject to any withholding of taxes. Accordingly, the Reporting Persons no longer beneficially own any securities of the Issuer.
(c)	Item 5(c) is hereby amended and restated to read as follows: Except as otherwise set forth in Item 4, there have been no transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 5 to the Schedule 13D.
(e)	Item 5(e) is hereby amended and restated to read as follows: As of August 20, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Radoff Family Foundation

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff, Director
Date:	08/22/2025

Radoff Bradley Louis

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff
Date:	08/22/2025

FAQ

What did Enzo Biochem (ENZ) shareholders receive in the merger?

Each outstanding share was converted into the right to receive $0.70 in cash per share, subject to applicable withholding taxes.

What happened to Enzo RSUs and options in the transaction?

Vested RSUs held by directors or vested-but-unsettled RSUs were converted into cash equal to underlying shares times $0.70; unvested RSUs and all outstanding options were canceled without consideration.

When did the merger of Enzo Biochem become effective?

The merger became effective on August 20, 2025, the date referenced as the effective time in the filing.

Do the reporting persons still own ENZ securities after the merger?

No. The filing states the reporting persons no longer beneficially own any securities of the issuer and ceased to own more than 5% as of August 20, 2025.

Who is the parent company that acquired Enzo Biochem?

The merger was with Bethpage Parent, Inc., with Bethpage Merger Sub, Inc. as the merging subsidiary.