UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
8, 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. |
3
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 |
4
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 |
5
CUSIP No.: 294100102
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 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 and Amendment No. 2 filed with the SEC on December 7, 2020 (as amended, the “Schedule 13D”).
| ITEM 4. | PURPOSE OF TRANSACTION: |
Item 4 is hereby amended and supplemented as follows:
On December 2, 2020, the Issuer announced that it is conducting a conference call on December 9, 2020 at 4:30 p.m. Eastern Time with analysts and investors to discuss the Issuer’s first quarter 2021 earnings. The Reporting Persons believe analysts and investors in the Issuer should want answers to some critical questions during the conference call. The Reporting Persons encourage the Issuer’s management to proactively address these questions during the call, or, failing that, for analysts and investors to ask management these questions during the time allotted for questions and answers:
| · | Why doesn’t the Issuer believe that accepting RAM’s Notice in connection with the upcoming Annual Meeting, which was submitted nearly two weeks ago, is in the best interest of shareholders? |
| · | Why is it fair for the Issuer to unilaterally appoint two new directors (to replace shareholder-nominated directors) after the Purported Nomination Deadline but then not provide shareholders an opportunity to nominate candidates to replace these appointed directors? |
| · | Why did Elazar Rabbani and Barry W. Weiner receive bonuses from federal Paycheck Protection Program funds? And why has the Issuer failed to tie bonuses to specific performance metrics, despite having received shareholder feedback to the contrary on this very topic? |
| · | Why is the Issuer spending shareholders’ capital on suing its largest shareholder, after having already spent $4.1 million in fiscal year 2020 to unsuccessfully defend against such shareholder in a proxy fight? What long-term shareholder interest does this litigation serve? |
On December 8, 2020, RAM delivered a letter to the Issuer (the “Section 624 Letter”) demanding to inspect and make extracts from certain books and records of the Issuer, pursuant to Section 624 of the New York Business Corporation Law. A copy of the Section 624 Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS: |
| 99.1 | Demand Pursuant to Section 624 of the New York Business Corporation Law, dated December 8, 2020. |
6
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 8, 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 8, 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 8, 2020 | Matthew M. Loar | |
| By: | /s/ Matthew M. Loar | |
| Name: | Matthew M. Loar | |
| December 8, 2020 | Edward Terino | |
| By: | /s/ Edward Terino | |
| Name: | Edward Terino | |
7