UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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
14, 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
58,670 (2) | |
| 9 | Sole Dispositive Power
2,702,559 (1) | |
| 10 | Shared Dispositive Power
58,670 (2) |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,761,229 |
| 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
58,670 (2) | |
| 9 | Sole Dispositive Power
2,702,559 (1) | |
| 10 | Shared Dispositive Power
58,670 (2) |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,761,229 |
| 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. 13 to the Schedule 13D filed by the undersigned (“Amendment No. 13”). This Amendment No. 13 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, Amendment No. 11 filed with the SEC on December 31, 2020 and Amendment No. 12 with the SEC on January 5, 2021 (as amended, the “Schedule 13D”).
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: |
Item 3 is hereby amended and restated as follows:
RAM is a registered investment adviser under the Investment Advisers Act of 1940. RAM directed client accounts as to which it had discretionary authority to purchase, for the clients’ benefit and in the clients’ names (or in street name), 58,670 shares of Common Stock and in most instances, has voting power over such shares. The aggregate purchase price of the 58,670 shares of Common Stock beneficially owned by RAM was $135,182.26, inclusive of brokerage commissions. The sources of funding for these purchases were individual client funds.
RAM is the sole investment advisor to the Roumell Opportunistic Value Fund (the “Fund”), an investment company registered under the Investment Company Act of 1940. As investment advisor to the Fund, RAM caused the Fund to purchase 2,702,559 shares of Common Stock of the Issuer. The aggregate purchase price of the 2,702,559 shares of Common Stock beneficially owned by the Fund was $6,250,859.84, inclusive of brokerage commissions. The sources of funding for these purchases were proceeds from the sale of Fund shares.
Mr. Roumell does not directly own any Common Stock.
| ITEM 4. | PURPOSE OF TRANSACTION: |
Item 4 is hereby amended and supplemented as follows:
On January 14, 2021, RAM delivered a letter (the “January 14 Letter”) to Mary Tagliaferri, M.D. and Ian Walters, M.D., in their capacity as non-executive independent directors of the Issuer, requesting the opportunity to discuss the voting results of the Annual Meeting, as well as the Nominees and RAM’s other business proposals. The January 14 Letter acknowledged that Dr. Rabbani, who did not receive a majority of votes cast at the Annual Meeting, conditionally tendered his resignation to the Board, which the Board has 90 days to consider and determine appropriate action. RAM encouraged Drs. Tagliaferri and Walters to abide by the will of the Issuer’s shareholders and promptly accept Dr. Rabbani’s resignation. A copy of the January 14 Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER: |
Item 5 is hereby amended and restated as follows:
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 47,895,050 shares of Common Stock outstanding, as of December 1, 2020, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2020 filed with the SEC on December 11, 2020.
| A. | RAM |
| (a) | As of the close of business on January 14, 2021, RAM beneficially owned 2,761,229 shares of Common Stock, including 1,000 shares of Common Stock directly owned by RAM. |
Percentage: Approximately 5.8%
| (b) | 1. Sole power to vote or direct vote: 2,702,559 |
2. Shared power to vote or direct vote: 58,670
3. Sole power to dispose or direct the disposition: 2,702,559
4. Shared power to dispose or direct the disposition: 58,670
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| (c) | The transactions in the shares of Common Stock following the filing of Amendment No. 12 are set forth in Schedule A and are incorporated herein by reference. |
| B. | Mr. Roumell |
| (a) | As of the close of business on January 14, 2021, RAM beneficially owned 2,761,229 shares of Common Stock which Mr. Roumell, as President of RAM, may be deemed to beneficially own. |
Percentage: Approximately 5.8%
| (b) | 1. Sole power to vote or direct vote: 2,702,559 |
2. Shared power to vote or direct vote: 58,670
3. Sole power to dispose or direct the disposition: 2,702,559
4. Shared power to dispose or direct the disposition: 58,670
| (c) | Mr. Roumell has not participated in any transaction in the shares of Common Stock following the filing of Amendment No. 12. |
| C. | Mr. Loar |
| (a) | As of the close of business on January 14, 2021, Mr. Loar did not directly own any shares of Common Stock. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
| (c) |
Mr. Loar has not participated in any transaction in the shares of Common Stock following the filing of Amendment No. 12. |
| D. | Mr. Terino |
| (a) | As of the close of business on January 14, 2021, Mr. Terino did not directly own any shares of Common Stock. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
| (c) | Mr. Terino has not participated in any transaction in the shares of Common Stock following the filing of Amendment No. 12. |
As of the close of business on January 14, 2021, the Reporting Persons collectively beneficially owned an aggregate of 2,761,229 shares of Common Stock, constituting approximately 5.8% of the shares of Common Stock outstanding.
(d) RAM advisory clients have the right to receive or direct the receipt of dividends from, or the proceeds from the sale of, the 58,670 shares of Common Stock. Investors in the Fund have the right to receive or direct the receipt of dividends from the 2,702,559 shares of Common Stock, but proceeds from the sale of such shares become assets of the Fund.
(e) Not applicable.
| ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS: |
| 99.1 | January 14 Letter, dated January 14, 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 15, 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 15, 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 15, 2021 | Matthew M. Loar | |
| By: | /s/ Matthew M. Loar | |
| Name: | Matthew M. Loar | |
| January 15, 2021 | Edward Terino | |
| By: | /s/ Edward Terino | |
| Name: | Edward Terino | |
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SCHEDULE A
Transactions in shares of Common Stock Following the Filing of Amendment No. 12
| Shares of Common Stock Purchase / Sold | Price Per Share | Date of Purchase / Sale | ||||
| ROUMELL ASSET MANAGEMENT, LLC1 | ||||||
| 8,250 (Sold) | $ | 2.57 | 1/11/2021 | |||
| 1 | Consists of shares purchased by RAM on behalf of its client advisory accounts to accommodate client-requested account liquidations or transfers for client tax planning and other personal purposes, and all transactions were conducted in the open market for cash. Prices do not reflect brokerage commissions paid. |
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