Filing Details
- Accession Number:
- 0000902664-25-002786
- Form Type:
- 13D Filing
- Publication Date:
- 2025-06-24 20:00:00
- Filed By:
- Harbert Discovery Fund, LP
- Company:
- Enzo Biochem Inc (NYSE:ENZ)
- Filing Date:
- 2025-06-25
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Harbert Discovery Fund, LP | 0 | 1,763,493 | 0 | 1,763,493 | 1,763,493 | 3.36% |
| Harbert Discovery Fund GP, LLC | 0 | 1,763,493 | 0 | 1,763,493 | 1,763,493 | 3.36% |
| Harbert Discovery Co-Investment Fund I, LP | 0 | 3,412,420 | 0 | 3,412,420 | 3,412,420 | 6.51% |
| Harbert Discovery Co-Investment Fund I GP, LLC | 0 | 3,412,420 | 0 | 3,412,420 | 3,412,420 | 6.51% |
| Harbert Fund Advisors, Inc. | 0 | 5,175,913 | 0 | 5,175,913 | 5,175,913 | 9.87% |
| Harbert Management Corporation | 0 | 5,175,913 | 0 | 5,175,913 | 5,175,913 | 9.87% |
| Jack Bryant | 0 | 5,175,913 | 0 | 5,175,913 | 5,175,913 | 9.87% |
| Kenan Lucas | 0 | 5,175,913 | 0 | 5,175,913 | 5,175,913 | 9.87% |
| Raymond Harbert | 0 | 5,175,913 | 0 | 5,175,913 | 5,175,913 | 9.87% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
|
ENZO BIOCHEM INC (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
294100102 (CUSIP Number) |
Kevin A. McGovern, Esq. c/o Harbert Discovery Fund, LP, 2100 Third Avenue North, Suite 600 Birmingham, AL, 35203 205-987-5500 Ele Klein & Brandon Gold Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (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
Harbert Discovery Fund, LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,763,493.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 294100102 |
| 1 |
Name of reporting person
Harbert Discovery Fund GP, LLC | ||||||||
| 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 | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,763,493.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 294100102 |
| 1 |
Name of reporting person
Harbert Discovery Co-Investment Fund I, LP | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,412,420.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 294100102 |
| 1 |
Name of reporting person
Harbert Discovery Co-Investment Fund I GP, LLC | ||||||||
| 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 | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,412,420.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 294100102 |
| 1 |
Name of reporting person
Harbert Fund Advisors, Inc. | ||||||||
| 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 | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALABAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,175,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.87 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
|
| CUSIP No. | 294100102 |
| 1 |
Name of reporting person
Harbert Management Corporation | ||||||||
| 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 | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ALABAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,175,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.87 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 294100102 |
| 1 |
Name of reporting person
Jack Bryant | ||||||||
| 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 | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,175,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.87 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 294100102 |
| 1 |
Name of reporting person
Kenan Lucas | ||||||||
| 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 | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,175,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.87 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 294100102 |
| 1 |
Name of reporting person
Raymond Harbert | ||||||||
| 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 | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,175,913.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.87 % | ||||||||
| 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 1 Comment:
The following constitutes Amendment No. 15 to the Schedule 13D filed by the undersigned (the "Amendment No. 15"). This Amendment No. 15 amends the Schedule 13D, filed with the Securities and Exchange Commission on April 8, 2019, as specifically set forth herein. | ||
| Item 4. | Purpose of Transaction | |
On June 23, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Bethpage Parent, Inc., a Delaware corporation ("Bethpage"), and Bethpage Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Bethpage ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Bethpage will acquire the Issuer in an all-equity transaction through the merger of Merger Sub with and into the Issuer, with the Issuer continuing as the surviving corporation of the merger (the "Merger") and a wholly owned subsidiary of Bethpage, subject to the terms and conditions set forth in the Merger Agreement. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 24, 2025, and is incorporated herein by reference.
In connection with the execution of the Merger Agreement, on June 23, 2025, the Funds entered into a Voting and Support Agreement (the "Voting and Support Agreement") in favor of the Bethpage and Merger Sub, pursuant to which the Funds, subject to the terms and conditions set forth therein, agreed to vote their shares of Common Stock then-entitled to be voted in favor of the Merger and the adoption of the Merger Agreement and against any alternative transaction proposal. In addition, subject to the terms and conditions set forth in the Voting and Support Agreement, the Funds have agreed not to take certain actions, including (i) transferring any shares of Common Stock (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 will terminate the earliest of (i) the Effective Time (as defined in the Merger Agreement), (ii) such date and time as the Merger Agreement is validly terminated in accordance with its terms (subject to certain exceptions), (iii) written agreement of Bethpage and the Funds to terminate the Voting and Support Agreement, and (iv) the Funds' delivery of written notice to Bethpage of their election, in their sole discretion, to terminate the Voting and Support Agreement following any amendment or modification to the Merger Agreement that reduces the amount of the Merger Consideration (as defined in the Merger Agreement), changes the form of any of the Merger Consideration or otherwise modifies the terms of the Merger Agreement in a manner that is materially adverse to the Issuer's shareholders as a whole.
The foregoing description of the Voting and Support Agreement does not purport to be 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 99.13 and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person. The percentages used in this Schedule 13D are calculated based upon 52,432,129 shares of Common Stock outstanding as of June 19, 2025, as disclosed in the Merger Agreement. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 4 of this Amendment No. 15 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.13: Form of Voting and Support Agreement, dated as of June 23, 2025 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|