UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Enzo
Biochem, Inc.
(Name of Issuer)
Common
Stock
(Title of Class of Securities)
294100102
(CUSIP Number)
James C. Roumell
Roumell Asset Management, LLC
2 Wisconsin Circle, Suite 640
Chevy Chase, MD 20815
(301) 656-8500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December
7, 2020
(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 which 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “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 Instructions).
CUSIP No.: 294100102
| 1 | Name of Reporting Person Roumell Asset Management, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 52-2145132 |
| 2 | Check the Appropriate Box if a Member of a Group
☐ (a) ☐ (b) |
| 3 | SEC Use Only
|
| 4 | Source of Funds
OO |
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ |
| 6 | Citizenship or Place of Organization
Maryland |
| Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
2,702,559 (1) |
| 8 | Shared Voting Power
66,920 (2) | |
| 9 | Sole Dispositive Power
2,702,559 (1) | |
| 10 | Shared Dispositive Power
66,920 (2) |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,769,479 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
5.8% |
| 14 | Type of Reporting Person
IA |
| (1) | These shares are deemed to be owned beneficially by RAM solely as a result of its discretionary power over such shares as investment adviser to the Roumell Opportunistic Value Fund (the “Fund”). |
| (2) | These shares are deemed to be owned beneficially by RAM solely as a result of its discretionary power over such shares as investment adviser to its clients. |
2
CUSIP No.: 294100102
1 |
Name of Reporting Person James C. Roumell
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
| 2 | Check the Appropriate Box if a Member of a Group
☐ (a) ☐ (b) |
| 3 | SEC Use Only
|
| 4 | Source of Funds
PF |
| 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
2,702,559 (1) |
| 8 | Shared Voting Power
66,920 (2) | |
| 9 | Sole Dispositive Power
2,702,559 (1) | |
| 10 | Shared Dispositive Power
66,920 (2) |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,769,479 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
5.8% |
| 14 | Type of Reporting Person
IN |
| (1) | Includes 2,702,559 shares of Common Stock held by the Fund. Mr. Roumell is President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Mr. Roumell could be deemed the beneficial owner of the shares beneficially owned by the Fund. |
| (2) | These shares are deemed to be owned beneficially by RAM solely as a result of its discretionary power over such shares as investment adviser to its clients. Mr. Roumell is President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Mr. Roumell could be deemed the beneficial owner of the shares beneficially owned by RAM. |
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CUSIP No.: 294100102
1 |
Name of Reporting Person Matthew M. Loar
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
| 2 | Check the Appropriate Box if a Member of a Group
☐ (a) ☐ (b) |
| 3 | SEC Use Only
|
| 4 | Source of Funds
|
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ |
| 6 | Citizenship or Place of Organization
USA |
| Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
0% |
| 14 | Type of Reporting Person
IN |
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CUSIP No.: 294100102
1 |
Name of Reporting Person Edward Terino
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
| 2 | Check the Appropriate Box if a Member of a Group
☐ (a) ☐ (b) |
| 3 | SEC Use Only
|
| 4 | Source of Funds
|
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ |
| 6 | Citizenship or Place of Organization
USA |
| Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 | Percent of Class Represented by Amount in Row (11)
0% |
| 14 | Type of Reporting Person
IN |
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CUSIP No.: 294100102
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends, supplements and to the extent inconsistent with, supersedes the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 27, 2020 as amended by Amendment No. 1 filed with the SEC on December 4, 2020 (as amended, the “Schedule 13D”).
| ITEM 4. | PURPOSE OF TRANSACTION: |
Item 4 is hereby amended and supplemented as follows:
As previously disclosed, on December 3, 2020, RAM delivered a letter to the Issuer, which among other things, informed the Issuer that it vehemently disagreed with the Issuer’s position that RAM’s notice of intent to submit nominations and proposals (the “Notice”) for the Annual Meeting failed to comport with the Bylaws. Further, RAM’s letter requested that the Issuer reconsider its position and accept the Notice by 5:00 p.m., New York time, on December 7, 2020. The Issuer has not provided any response by the time specified and such inaction by the Issuer has only reaffirmed the Reporting Persons’ concerns about the Issuer’s incursion of shareholder democracy by manipulating the nomination deadline and failing to provide adequate notice to shareholders.
It remains the Reporting Persons’ position that the Issuer must accept the Notice as qualifying and timely. The Reporting Persons maintain that shareholders had no reasonably reliable notice prior to October 6, 2020 (the “Purported Nomination Deadline”), the date retrospectively set as the last date that shareholders could submit nominations based on the date of the Annual Meeting confirmed in the Issuer’s “definitive” proxy statement. Furthermore, the Reporting Persons believe that the resignations of two shareholder-nominated directors and the Issuer’s subsequent and swift appointment of Drs. Mary Tagliaferri and Ian B. Walters to the Board after the Purported Nomination Deadline (the “Material Board Changes”) constituted “material” changes that were completely unanticipated by shareholders and necessitated the reopening of the nomination window under New York law. A copy of the Reporting Persons’ response to the Issuer’s rejection of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Reporting Persons believe the Issuer may try and justify its decision in part due to the Issuer’s disclosure within its Annual Report on Form 10-K, filed on October 19, 2020 (the “10-K”), which stated that the Annual Meeting would “be held on or about January 4, 2021.”
This 10-K disclosure was not only made after the Purported Nomination Deadline occurred, but the Reporting Persons believe that its indefinite phrasing removed any utility in potentially using the disclosure to calculate the actual shareholder nomination date with any certainty. When, among other things, viewed in combination with the timing of the Material Board Changes, the Reporting Persons believe the Issuer’s obligation to reverse its position and accept the Notice is clear.
| ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS: |
| 99.1 | Response to the Issuer, dated December 3, 2020. |
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CUSIP No.: 294100102
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.
| December 7, 2020 | James C. Roumell | |
| By: | /s/ James C. Roumell, by Craig L. Lukin, | |
| attorney-in-fact, pursuant to a Power | ||
| of Attorney previously filed | ||
| Name: | James C. Roumell | |
| December 7, 2020 | Roumell Asset Management, LLC | |
| By: | /s/ James C. Roumell, by Craig L. Lukin, | |
| attorney-in-fact, pursuant to a Power | ||
| of Attorney previously filed | ||
| Name: | James C. Roumell | |
| Title: | President | |
| December 7, 2020 | Matthew M. Loar | |
| By: | /s/ Matthew M. Loar | |
| Name: | Matthew M. Loar | |
| December 7, 2020 | Edward Terino | |
| By: | /s/ Edward Terino | |
| Name: | Edward Terino | |
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