UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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)
January 5, 2021
(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. |
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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 |
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 |
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CUSIP No.: 294100102
The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned (“Amendment No. 12”). This Amendment No. 12 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, Amendment No. 2 filed with the SEC on December 7, 2020, Amendment No. 3 filed with the SEC on December 8, 2020, Amendment No. 4 filed with the SEC on December 14, 2020, Amendment No. 5 filed with the SEC on December 18, 2020, Amendment No. 6 filed with the SEC on December 21, 2020, Amendment No. 7 filed with the SEC on December 22, 2020, Amendment No. 8 filed with the SEC on December 23, 2020, Amendment No. 9 filed with the SEC on December 29, 2020, Amendment No. 10 filed with the SEC on December 30, 2020 and Amendment No. 11 filed with the SEC on December 31, 2020 (as amended, the “Schedule 13D”).
| ITEM 4. | PURPOSE OF TRANSACTION: |
Item 4 is hereby amended and supplemented as follows:
On January 5, 2021, RAM issued a press release (the “January 5 Press Release”) announcing the preliminary results of the Annual Meeting based on the tally by Roumell’s proxy solicitor. The January 5 Press Release called for the resignation of Dr. Elazar Rabbani from the Board in accordance with the Issuer’s Amended and Restated By-Laws, as amended. Based on a preliminary tally, Dr. Rabbani received less than 45% of the voting shares in favor of his re-election, and over 55% of the voting shares against his re-election. The January 5 Press Release also noted that RAM submitted two questions via the online portal at the Annual Meeting, both of which were unacknowledged and unanswered by the Issuer. RAM demanded a meeting with the Issuer’s non-executive, independent directors to discuss the results of the Annual Meeting, as well as the Nominees and other business proposals. RAM also noted that it continues to reserve all rights with respect to its nominations and shareholder proposals and intends to continue advocating for the Issuer’s shareholders. A copy of the January 5 Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS: |
| 99.1 | January 5 Press Release, dated January 5, 2021. |
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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.
| January 5, 2021 | 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 | |
| January 5, 2021 | 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 | |
| January 5, 2021 | Matthew M. Loar | |
| By: | /s/ Matthew M. Loar | |
| Name: | Matthew M. Loar | |
| January 5, 2021 | Edward Terino | |
| By: | /s/ Edward Terino | |
| Name: | Edward Terino | |
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