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

Rhea-AI Filing Summary

Schedule 13D/A (Amendment No. 5) – Enzo Biochem, Inc. (ENZ)

The filing updates the ownership position and intentions of the Radoff Family Foundation and Bradley L. Radoff in connection with Enzo Biochem’s pending acquisition by Bethpage Parent, Inc. announced on 23 June 2025.

• Ownership: Mr. Radoff directly owns 4,390,882 shares (8.4% of outstanding) and may be deemed to beneficially own an additional 430,000 shares held by the Foundation, bringing his aggregate economic interest to 4,820,882 shares, or 9.2 % of ENZ’s 52,432,129 shares outstanding.
• Cost basis: Foundation purchases total ≈ $1.43 million; Mr. Radoff’s direct purchases total ≈ $13.03 million (inclusive of commissions).
• Equity awards: Mr. Radoff has 378,179 RSUs earned as a director; 235,282 have vested, with the remaining 142,897 vesting by 16 Jan 2026 or upon a change-of-control.
• Merger support: Concurrent with the merger agreement, Mr. Radoff executed a Voting and Support Agreement committing all of his shares to vote in favor of the merger and against any alternative proposals, and restricting share transfers until the agreement terminates.
• No recent trading: The Reporting Persons executed no ENZ share transactions during the past 60 days.

The commitment of a 9.2 % holder materially increases the probability of shareholder approval for the Bethpage transaction, which would result in ENZ becoming a wholly owned subsidiary of Parent upon closing.

Positive

• 9.2 % shareholder support materially increases probability of ENZ’s merger closing, enhancing deal certainty for investors.

Negative

• None.

Insights

Securities Analyst

TL;DR: 9.2 % holder backs ENZ merger, boosting deal certainty; no change in economic stake.

Radoff’s sizeable 9.2 % position and formal voting lock-up substantially reduce execution risk for the Bethpage take-private. Given ENZ’s dispersed ownership, a single-digit percentage can still be influential, especially when combined with typical institutional passivity. No new purchases or sales signal a stable share count; cost basis disclosure confirms long-term alignment. For arbitrageurs, the support agreement is incrementally positive, shrinking the probability-weighted discount to the cash offer. There are no adverse governance flags beyond standard transfer restrictions.

Corporate Governance Expert

TL;DR: Insider director’s voting pact aligns with fiduciary duties, limits dissent risk.

The Voting and Support Agreement is customary in negotiated mergers; however, its disclosure is key because Mr. Radoff sits on ENZ’s board. By publicly committing his personal and foundation shares, he signals board cohesion and potentially influences other investors. Restrictions on transfers and dissent rights protect deal stability without materially harming minority holder rights. No additional entrenchment mechanisms were introduced, and RSU acceleration follows standard change-of-control terms.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

06/23/2025

(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)

WC

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 430,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 430,000.00

11

Aggregate amount beneficially owned by each reporting person

430,000.00

12

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

13

Percent of class represented by amount in Row (11)

0.8 %

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)

AF, PF, 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 4,390,882.00
8	Shared Voting Power 430,000.00
9	Sole Dispositive Power 4,390,882.00
10	Shared Dispositive Power 430,000.00

11

Aggregate amount beneficially owned by each reporting person

4,820,882.00

12

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

13

Percent of class represented by amount in Row (11)

9.2 %

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 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares purchased by the Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 430,000 Shares directly owned by the Radoff Foundation is approximately $1,427,845, including brokerage commissions. 4,155,600 of the Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of such Shares purchased by Mr. Radoff is approximately $13,026,662, including brokerage commissions. In his capacity as a director of the Issuer, Mr. Radoff has also been awarded 378,179 restricted stock units ("RSUs"), 235,282 of which have vested as of the date hereof. The remainder of Mr.Radoff's RSUs vest as described in Item 6 hereof.
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"). Pursuant to and subject to the terms of the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving corporation of the merger (the "Merger") and a wholly owned subsidiary of Parent, as more fully described in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 24, 2025. Concurrently with the execution of the Merger Agreement, Mr. Radoff, solely in his capacity as a shareholder of the Issuer, and certain other parties entered into separate voting and support agreements (each, a "Voting and Support Agreement") in favor of Parent and Merger Sub. Under the terms of the Voting and Support Agreement, Mr. Radoff has agreed to vote all of his Shares in favor of the Merger and the adoption of the Merger Agreement and against any alternative transaction proposal. In addition, Mr. Radoff has agreed not to take certain actions, including (i) transferring any Shares (subject to certain exceptions), (ii) granting any proxies or powers of attorney or (iii) exercising any dissenters' rights with respect to the Merger. The Voting and Support Agreement terminates in certain circumstances, including, among others, upon the valid termination of the Merger Agreement in accordance with its terms (subject to certain limited exceptions) and by written agreement of Parent and each securityholder party thereto. The foregoing description of the Voting and Support Agreement is not complete and is qualified in its entirety by reference to the full text of the form of Voting and Support Agreement, which is attached hereto as Exhibit 99.1.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 52,432,129 Shares outstanding as of June 19, 2025, which is the total number of Shares outstanding as reported in the Merger Agreement attached as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 2025. As of the date hereof, the Radoff Foundation directly beneficially owned 430,000 Shares, constituting approximately 0.8% of the Shares outstanding. As of the date hereof, Mr. Radoff directly beneficially owned 4,390,882 Shares, constituting approximately 8.4% of the Shares outstanding. Mr. Radoff, as a director of the Radoff Foundation, may be deemed the beneficial owner of the 430,000 Shares owned by the Radoff Foundation, which together with the 4,390,882 Shares he directly owns, constitutes an aggregate of 4,820,882 Shares beneficially owned by Mr. Radoff, constituting approximately 9.2% of the Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
(b)	Item 5(b) is hereby amended and restated to read as follows: Each of the Radoff Foundation and Mr. Radoff may be deemed to share the power to vote and dispose of the Shares directly beneficially owned by the Radoff Foundation. Mr. Radoff has the sole power to vote and dispose of the Shares directly beneficially owned by him.
(c)	Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On June 23, 2025, Mr. Radoff, Parent and Merger Sub entered into the Voting and Support Agreement as defined and described in Item 4 above. Mr. Radoff has been awarded 378,179 RSUs in his capacity as a director of the Issuer, 235,282 of which have vested as of the date hereof. Mr. Radoff's remaining 142,897 RSUs vest upon the earlier of (i) January 16, 2026 or (ii) a change of control event.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Form of Voting and Support Agreement (incorporated by reference to Ex. 10.2 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 24, 2025).

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:	06/25/2025

Radoff Bradley Louis

Signature:	/s/ Bradley L. Radoff
Name/Title:	Bradley L. Radoff
Date:	06/25/2025

FAQ

How much of Enzo Biochem (ENZ) stock does Bradley L. Radoff currently own?

He directly owns 4,390,882 shares and may be deemed to own 4,820,882 shares (9.2 % of outstanding) including the Foundation’s stake.

What is the significance of the Voting and Support Agreement disclosed in ENZ’s Schedule 13D/A?

It commits Mr. Radoff’s entire 9.2 % stake to vote for the Bethpage merger and against alternative proposals, boosting transaction certainty.

Did Radoff purchase or sell any ENZ shares in the last 60 days?

No. The filing states no ENZ share transactions by the Reporting Persons during the past 60 days.

What is the cost basis of the shares disclosed in the filing?

Foundation purchases: ≈ $1.43 million; Mr. Radoff’s direct purchases: ≈ $13.03 million, both including brokerage commissions.

When do Bradley L. Radoff’s remaining RSUs vest?

The remaining 142,897 RSUs vest on the earlier of 16 Jan 2026 or a change-of-control event.