Amended Statement of Beneficial Ownership (sc 13d/a)
December 18 2020 - 4:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)
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)
December
15, 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.
☐
|
*
|
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
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 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.
|
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%
|
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.
|
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
|
|
|
|
|
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. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment
No. 5 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 and Amendment No.
4 filed with the SEC on December 14, 2020 (as amended, the “Schedule 13D”).
|
ITEM 4.
|
PURPOSE
OF TRANSACTION:
|
Item
4 is hereby amended and supplemented as follows:
On
December 15, 2020, McDermott Will & Emery LLP, on behalf of the Issuer, delivered a letter (the “December 15
Response”) to RAM in response to the Section 624 Letter. The December 15 Response included the Issuer’s
determination that the demand included in the Section 624 Letter was improper because it (i) requested documents, including
the list of the non-objecting beneficial owners of Common Stock, purportedly “not relevant or necessary” for
RAM’s purpose of communicating with shareholders of the Issuer in connection with the Annual Meeting and (ii) is
overbroad in timeframe. Nevertheless, the December 15 Response stated that the Issuer would provide the materials requested
by RAM in the Section 624 Letter if RAM (i) reimburses the Issuer in advance for expenses incurred in connection with the
production of such materials and (ii) signs an enclosed non-disclosure agreement (the “NDA”), which contained
certain terms RAM believes are considered “off-market” for such agreements. A copy of the December 15 Response is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On
December 18, 2020, RAM delivered a response (the “December 18 Letter”) to the December 15 Response to McDermott Will & Emery LLP. The December 18 Letter described strong reactions by RAM to the Issuer’s conduct, including, among other
things, RAM’s beliefs that the demand in the Section 624 Letter serves shareholders’ best interest and is integral
to the proper maintenance of shareholder democracy. RAM also believes that the Issuer’s contentions that the materials requested
in the Section 624 Letter, including the identity of the Issuer’s shareholders, are “not relevant or necessary”
to RAM’s purpose of enabling RAM to communicate with the Company’s shareholders in connection with the Annual Meeting
to effect change in the Issuer’s leadership are unfounded, and that the Issuer’s claim that courts “routinely
reject” demands such as those in the Section 624 Letter is a misrepresentation of established New York case law. RAM believes
that the December 15 Response is yet another effort of the Issuer to deny RAM’s rights as a shareholder, and is consistent
with the Issuer’s failure to announce the Purported Nomination Deadline for the Annual Meeting until it had already passed
and the Issuer’s subsequent rejection of the Notice. Further, RAM believes that the requirement of the NDA has no legal
basis and is a blatant entrenchment delay tactic.
Nevertheless
and while maintaining RAM’s objections, in order to avoid any further delay in granting of rights to which RAM is
entitled as a shareholder, RAM agreed to enter into the NDA, subject to certain minimal and reasonable changes, and to
reimburse the Issuer in advance for reasonable expenses incurred by the Issuer in connection with the production of the
requested materials. RAM requested the Issuer to return an executed counterpart of the NDA and a reasonable estimate of
expenses no later than December 19, 2020 at 10:00 a.m. Eastern Time. A copy of the December 18 Letter was also sent to the Issuer. A copy of the
December 18 Letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
|
ITEM 7.
|
MATERIALS
TO BE FILED AS EXHIBITS:
|
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 18, 2020
|
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
|
|
|
|
December 18, 2020
|
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
|
|
|
|
December 18, 2020
|
Matthew M. Loar
|
|
|
|
|
By:
|
/s/
Matthew M. Loar
|
|
Name:
|
Matthew M. Loar
|
|
|
|
December 18, 2020
|
Edward Terino
|
|
|
|
|
By:
|
/s/
Edward Terino
|
|
Name:
|
Edward Terino
|
Enzo Biochem (NYSE:ENZ)
Historical Stock Chart
From Jun 2024 to Jul 2024
Enzo Biochem (NYSE:ENZ)
Historical Stock Chart
From Jul 2023 to Jul 2024