Amended Statement of Beneficial Ownership (sc 13d/a)
December 04 2020 - 8:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
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)
November
27, 2020
(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. ☐
|
*
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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
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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)
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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”).
|
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(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.
|
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%
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14
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Type
of Reporting Person
IN
|
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(1)
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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.
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(2)
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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%
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14
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Type
of Reporting Person
IN
|
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
|
CUSIP
No.: 294100102
The
following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment
No. 1 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, the “Schedule 13D”).
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ITEM
4.
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PURPOSE
OF TRANSACTION:
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Item
4 is hereby amended and supplemented as follows:
As
previously disclosed, on November 27, 2020, RAM delivered notice to the Issuer of the Reporting Persons’ intent to submit
candidates for election to oppose the Issuer’s slate of candidates at the Annual Meeting. Due to the Issuer’s failure
to confirm or disclose when it considered its nomination or proposal submission period to occur prior to filing its “definitive”
proxy statement, the Reporting Persons submitted nominations and proposals for shareholder consideration on a date for which it
had no reason to believe the Issuer would consider untimely.
On
November 27, 2020, the Issuer filed a “definitive” proxy statement in connection with the Annual Meeting, in which
it disclosed that the Annual Meeting would be held on January 4, 2021, which as a result, retrospectively set the last day that
shareholders could submit nominations as October 6, 2020. Again, the Reporting Persons do not believe shareholders had any reasonable
notice that October 6, 2020 was the date after which no shareholder nominations would be considered “timely” by the
Issuer. Making matters worse from the perspective of the Reporting Persons, the Issuer appointed two new directors to the Board
after the date on which the Issuer decided it would no longer accept shareholder nominations.
On
December 1, 2020, the Issuer sent a letter to RAM that conclusively stated that it was taking the position that the nomination
and proposal notice submitted by RAM failed to “comport” with the Bylaws without pointing to any specific deficiencies
and without even alleging that such notice was untimely. It is the Reporting Persons’ position that RAM’s nominations
and proposals were neither deficient nor untimely submitted as a matter of New York law and that the Annual Meeting will be “contested.”
Consistent with the Reporting Persons’ position, on December 3, 2020, RAM informed the Issuer that it vehemently disagreed
with the Issuer’s legal position and informed the Issuer of RAM’s intention to continue its campaign to contest the
Issuer’s incumbent slate of candidates at the Annual Meeting.
We
hope that the Issuer will reconsider its position and, in light of the Issuer’s recent director appointments and the previous
failure to notify shareholders of the nomination period dates, confirm that the Reporting Persons’ nominations and proposals
were in fact timely submitted. The Reporting Persons reserve all of their rights to challenge the Issuer’s decision in every
respect
On
December 4, 2020, RAM delivered a letter to the SEC which, among other things, alerted the SEC to the Reporting Persons’
delivery of the nomination and proposal notice and the consequential existence of a solicitation in opposition to the Issuer at
the Annual Meeting, and requested that the SEC require the Issuer to (i) refrain from soliciting proxies in connection with the
Annual Meeting, (ii) re-file its “definitive” proxy statement in preliminary form to contain the relevant disclosures
regarding RAM’s nomination and proposal notice so that all shareholders possess timely, complete and accurate information
that complies with the securities laws and (iii) disregard any previously submitted proxy cards.
The
full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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ITEM
7.
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MATERIALS
TO BE FILED AS EXHIBITS:
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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.
December
4, 2020
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James
C. Roumell
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By:
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/s/
James C. Roumell, by Craig L. Lukin,
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attorney-in-fact, pursuant to a Power of Attorney
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filed herewith
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Name:
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James C.
Roumell
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December
4, 2020
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Roumell
Asset Management, LLC
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By:
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/s/
James C. Roumell, by Craig L. Lukin,
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attorney-in-fact, pursuant to a Power of Attorney
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filed herewith
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Name:
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James C.
Roumell
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Title:
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President
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December
4, 2020
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Matthew
M. Loar
|
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By:
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/s/
Matthew M. Loar
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Name:
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Matthew M.
Loar
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December
4, 2020
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Edward
Terino
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By:
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/s/
Edward Terino
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Name:
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Edward Terino
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