Current Report Filing (8-k)
December 10 2018 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 10, 2018
Enzo Biochem, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
New York
(State or Other Jurisdiction of Incorporation)
001-09974
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13-2866202
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(Commission File Number)
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(IRS Employer Identification No.)
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527 Madison Avenue
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New York, New York
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10022
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(Address of Principal Executive Offices)
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(Zip Code)
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(212) 583-0100
(Registrant’s Telephone Number, Including
Area Code)
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 450 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-1 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [ ]
Item
2.02. Results of Operations and Financial Condition.
On December 10, 2018, Enzo Biochem, Inc. (the
“Company”) issued a press release announcing its operating results for its first fiscal quarter ended October 31, 2018.
A copy of the press release is furnished as Exhibit 99.1 attached hereto and is incorporated by reference in its entirety into
this item 2.02 of this Current Report on Form 8-K.
In its press release, the Company discloses
items not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), or non-GAAP
financial measures (as defined in Regulation G promulgated by the U.S. Securities and Exchange Commission) that exclude certain
significant charges or credits that are important to an understanding of the Company’s ongoing operations. The Company believes
that its inclusion of non-GAAP financial measures provides useful supplementary information to and facilitates analysis by investors
in evaluating the Company’s performance and trends. The determination of significant charges or credits may not be comparable
to similar measures used by other companies and may vary from period to period. The Company uses both GAAP financial measures and
the disclosed non-GAAP financial measures internally to evaluate and manage the Company’s operations and to better understand
its business. These non-GAAP financial measures are in addition to, not a substitute for, or superior to, measures of financial
performance prepared in accordance with GAAP.
Non-GAAP net income, non-GAAP earnings per
share, and adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with,
GAAP. We define non-GAAP net income as consolidated net income / (loss) for such period adjusted for the following net of tax (i)
litigation charges and settlements, (ii) business restructuring or other restructurings of a similar nature, and (iii) other unusual
charges or expenses. We define adjusted EBITDA as an amount equal to consolidated net income / (loss) for such period adjusted
for the following (i) interest expense, (ii) interest income, (iii) provision for income taxes, (iv) depreciation and amortization
expenses, (v) litigation charges and settlements, (vi) business restructuring charges or other restructurings of a similar nature,
and (vii) other unusual charges or expenses.
Item 7.01. Regulation FD Disclosure.
The information provided in Item 2.02 of this
Current Report on Form 8-K is incorporated herein by reference in its entirety.
The information discussed under Item 2.02 and
Item 7.01 above, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing.
The information in this report (including
the exhibits) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ENZO BIOCHEM, INC.
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Date: December 10, 2018
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By:
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/s/ Barry W. Weiner
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Barry W. Weiner
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President
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