SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on August 22, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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ENZO BIOCHEM INC
(Name of Issuer) |
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Common Stock, par value $0.01 per share
(Title of Class of Securities) |
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294100102
(CUSIP Number) |
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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) |
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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).
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SCHEDULE 13D
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| CUSIP No. | 294100102 |
| 1 |
Name of reporting person
Radoff Family Foundation
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 %
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| 14 | Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13D
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| CUSIP No. | 294100102 |
| 1 |
Name of reporting person
Radoff Bradley Louis
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 %
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| 14 | Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share
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| (b) | Name of Issuer:
ENZO BIOCHEM INC
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| (c) | Address of Issuer's Principal Executive Offices:
60 EXECUTIVE BLVD, FARMINGDALE,
NEW YORK
, 11735.
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| 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. |
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| 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.
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