13D Filings
ENZO BIOCHEM INC
Amendment
Ownership

9.87%

Total Shares

5,175,913

Issuer CIK

316253

CUSIP

294100102

Event Date

Jun 22, 2025

Accepted

Jun 25, 2025, 06:00 PM

Reporting Persons (9)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Raymond Harbert
Individual
9.87%5,175,91305,175,913
Harbert Fund Advisors, Inc.
CO
9.87%5,175,91305,175,913
Harbert Management Corporation
CO
9.87%5,175,91305,175,913
Jack Bryant
Individual
9.87%5,175,91305,175,913
Kenan Lucas
Individual
9.87%5,175,91305,175,913
Harbert Discovery Co-Investment Fund I, LP
Partnership
6.51%3,412,42003,412,420
Harbert Discovery Co-Investment Fund I GP, LLC
Other
6.51%3,412,42003,412,420
Harbert Discovery Fund GP, LLC
Other
3.36%1,763,49301,763,493
Harbert Discovery Fund, LP
Partnership
3.36%1,763,49301,763,493
Disclosure Items (5)

Security Title

Common Stock, par value $0.01 per share

Issuer Name

ENZO BIOCHEM INC

Issuer Address

60 EXECUTIVE BLVD, FARMINGDALE, NY, 11735

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.

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 4 of this Amendment No. 15 is incorporated herein by reference.

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).