Note 13 – Appointment and Departure of Certain Officers

Effective November 8, 2021, Enzo appointed Hamid Erfanian as Chief Executive Officer and granted equity awards to him comprised of restricted stock units (RSUs) for 260,000 shares of the common stock of the Company and options to purchase 700,000 shares of common stock of the Company. The RSUs and options are scheduled to vest over three years, with one-third of the units vesting on each of the first three anniversaries of the grant date, subject to certain requirements, including Mr. Erfanian’s continued service as an employee of the Company through the applicable vesting dates. The exercise price of the options is $3.39, the closing price of the Company’s common stock on November 8, 2021, the grant date. The equity awards were granted outside of the Company’s Amended and Restated 2011 Incentive Plan but generally have terms and conditions consistent with those set forth in that plan. The Company filed a Form S-8 covering these equity awards.

On January 21, 2022, Elazar Rabbani, Ph.D., the Company’s co-founder and Chief Executive Officer, was provided a notice of termination of his employment by the Company. His termination will be effective April 21, 2022, which is 90 days from the date of notice. Dr. Rabbani remains a director of the Company. Dr. Rabbani is a party to an employment agreement with the Company, which entitles him to certain termination benefits, including severance pay, acceleration of vesting of share-based compensation, continuation of benefits and tax gross up certain of these termination benefits. Based on the terms of his employment agreement, the Company estimated and accrued a charge of $2,600, included in Selling, general and administrative expenses for the three and six months ended January 31, 2022. This charge is partially offset by the reversal of accrued annual bonuses made based on Dr. Rabbani’s contract.

On February 25, 2022, Barry Weiner, the Company’s co-founder and President, notified the Company that he was terminating his employment as President of the Company for “Good Reason” as defined in his employment agreement. The Company has accepted Mr. Weiner’s termination effective April 19, 2022 but disagrees with Mr. Weiner’s assertion regarding “Good Reason.” As of January 31, 2022 and to date, the Company has not accrued any charges related to Mr. Weiner’s termination.