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 Roumell Asset Management, LLC (“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.
|
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.
|
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
|
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
|
|
ITEM
1.
|
SECURITY
AND ISSUER:
|
This
Schedule 13D relates to the common stock, par value $.01 per share (the “Common Stock”), of Enzo Biochem, Inc., a
New York corporation (the “Issuer”). The principal executive office of the Issuer is 527 Madison Avenue, New York,
New York 10022.
|
ITEM
2.
|
IDENTITY
AND BACKGROUND:
|
|
(a)
|
This
statement is filed by:
|
|
(i)
|
Roumell
Asset Management, LLC, a Maryland limited liability company (“RAM”), with
respect to the shares of Common Stock directly and beneficially owned by it;
|
|
(ii)
|
James
C. Roumell, with respect to the shares of Common Stock directly and beneficially owned
by him;
|
|
(iii)
|
Matthew
M. Loar, as a nominee for the Issuer’s board of directors (the “Board”);
and
|
|
(iv)
|
Edward
Terino, as a nominee for the Board.
|
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each
of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly,
the Reporting Persons are hereby filing a joint Schedule 13D.
|
(b)
|
The
address of the principal office of each of RAM and Mr. Roumell is 2 Wisconsin Circle,
Suite 640, Chevy Chase, Maryland 20815. The principal place of business of Mr. Loar is
c/o Roumell Asset Management, LLC, 2 Wisconsin Circle, Suite 640, Chevy Chase, Maryland
20815. The principal place of business of Mr. Terino is 17 Canterbury Road, Windham,
New Hampshire 03087.
|
|
(c)
|
RAM
is a registered investment adviser under the Investment Advisers Act of 1940 formed for
the purpose of investing in securities and engaging in all related activities and transactions.
The principal occupation of Mr. Roumell is the President of RAM. The principal occupation
of Mr. Loar is as an independent financial consultant to public and private companies
in the health care industry. The principal occupation of Mr. Terino is the President
of GET Advisory Services, a New Hampshire-based consulting business providing strategy
planning and financial management consulting services focused on the Media, Technology,
Education and Maritime Transportation industries.
|
|
(d)
|
No
Reporting Person has, during the last five (5) years, been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
No
Reporting Person has, during the last five (5) years, been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction which resulted in or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violations
with respect to such laws.
|
|
(f)
|
Messrs.
Roumell, Loar, and Terino are each a citizen of the United States of America.
|
|
ITEM
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
|
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), 66,920
shares of Common Stock and in most instances, has voting power over such shares. The aggregate purchase price of the 66,920 shares
of Common Stock beneficially owned by RAM was $156,376.51, 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:
|
The Reporting Persons purchased the shares
of Common Stock based on the Reporting Persons’ belief that the shares of Common Stock, when purchased, were undervalued
and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities
available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale
of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through,
among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise,
on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons anticipate having conversations
with members of the Issuer’s management and Board regarding possible ways to enhance shareholder value including through
improvement in the Issuer’s capital allocation, operations, investor communications and corporate governance, among other
topics.
On November 27, 2020, RAM delivered a letter to the Issuer nominating
a slate of two (2) highly qualified director candidates, whom include Messrs. Loar and Terino (together, the “Nominees”),
for election to the Board at the Issuer’s upcoming annual meeting of shareholders (the “Annual Meeting”), and
submitting two (2) business proposals seeking shareholder approval at the Annual Meeting to (i) amend the Issuer’s Amended
and Restated Bylaws, as amended (the “Bylaws”), to set the minimum size of the Board as three (3) directors and provide
the Board with discretion to adjust the size of the Board from time to time subject to that minimum, and (ii) repeal any provision
of, or amendment to, the Bylaws adopted by the Board without approval by the Company’s shareholders subsequent to February
25, 2020, the date the last amendment to the Bylaws was adopted.
The
Reporting Persons, in the ordinary course of business, regularly review their equity interest in the Issuer and may, from time
to time, acquire additional shares of Common Stock. While the Reporting Persons have no present intention to dispose of all or
any portion of the shares of Common Stock beneficially owned by them, RAM may be required to sell shares of Common Stock from
time to time to accommodate client requests to transfer or liquidate their accounts. Any such sales of securities of the Issuer
may be in the open market, privately negotiated transactions or otherwise.
Depending
on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as
stated in this Item 4.
No Reporting Person has any present plan or
proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D,
except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed
herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors
including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the shares of
Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in
the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation,
engaging in communications with management and the Board of the Issuer, engaging in discussions with shareholders of the Issuer
and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to
the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing
additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging
or similar transaction with respect to the shares of Common Stock, or changing their intention with respect to any and all matters
referred to in Item 4.
|
ITEM 5.
|
INTEREST
IN SECURITIES OF THE ISSUER:
|
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 October 12, 2020, which is the total number of shares of Common Stock outstanding as reported in the
Issuer’s Annual Report on Form 10-K for the fiscal year ended July 31, 2020 filed with the Securities and Exchange Commission
on October 19, 2020.
|
(a)
|
As of the close of business on November 27, 2020, RAM beneficially
owned 2,769,479 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: 66,920
3.
Sole power to dispose or direct the disposition: 2,702,559
4.
Shared power to dispose or direct the disposition: 66,920
|
(c)
|
The
transactions in the shares of Common Stock during the past sixty (60) days are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As
of the close of business on November 27, 2020, RAM beneficially owned 2,769,479 shares
of Common Stock.
|
Percentage:
Approximately 5.8%
|
(b)
|
1.
Sole power to vote or direct vote: 2,702,559
|
2.
Shared power to vote or direct vote: 66,920
3.
Sole power to dispose or direct the disposition: 2,702,559
4.
Shared power to dispose or direct the disposition: 66,920
|
(c)
|
Mr.
Roumell has not participated in any transaction in the shares of Common Stock during
the past sixty (60) days.
|
|
(a)
|
As
of the close of business on November 27, 2020, 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 during the
past sixty (60) days.
|
|
(a)
|
As
of the close of business on November 27, 2020, 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 during the past sixty (60) days.
|
As
of the close of business on November 27, 2020, the Reporting Persons collectively beneficially owned an aggregate of 2,769,479
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 66,920
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
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER:
|
On
November 27, 2020, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things,
(a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the
securities of the Issuer and (b) the Reporting Persons agreed to solicit proxies or written consents for proposals submitted to
shareholders for approval and the election of the Nominees at the Annual Meeting (the “Solicitation”). The Joint Filing
and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant
to letter agreements, RAM has agreed to indemnify each of Messrs. Loar and Terino against any and all claims of any nature arising
from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
|
ITEM
7.
|
MATERIALS
TO BE FILED AS EXHIBITS:
|
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.
November 27, 2020
|
James C. Roumell
|
|
|
|
By:
|
/s/ James C. Roumell
|
|
Name: James C. Roumell
|
|
|
November 27, 2020
|
Roumell Asset Management, LLC
|
|
|
|
By:
|
/s/ James C. Roumell
|
|
Name: James C. Roumell
|
|
Title: President
|
|
|
November 27, 2020
|
Matthew M. Loar
|
|
|
|
By:
|
/s/ Matthew M. Loar
|
|
Name: Matthew M. Loar
|
|
|
November 27, 2020
|
Edward Terino
|
|
|
|
By:
|
/s/ Edward Terino
|
|
Name: Edward Terino
|
SCHEDULE
A
Transactions
in shares of Common Stock During the Past Sixty (60) Days
Shares of Common Stock Purchase / Sold
|
|
Price Per Share
|
|
|
Date of Purchase / Sale
|
|
ROUMELL ASSET MANAGEMENT, LLC7
|
185,000 (Purchase)
|
|
$
|
2.21
|
|
|
10/14/20
|
230,000 (Purchase)
|
|
$
|
1.95
|
|
|
10/29/20
|
|
7
|
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.
|
11