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): November 25, 2020

 

Enzo Biochem, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

New York

(State or Other Jurisdiction of Incorporation)

 

001-09974 13-2866202
(Commission File Number) (IRS Employer Identification No.)
   
527 Madison Avenue  
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)

 

(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):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, $.01 par value ENZ The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 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 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On November 25, 2020, Ian B. Walters, M.D. was appointed by the Board of Directors (the “Board”) of Enzo Biochem, Inc. (the “Company”) as a Class III director, effective immediately. The Board has determined that Dr. Walters meets the independence standards adopted by the Board in compliance with the New York Stock Exchange corporate governance listing standards and Item 407(a) of Regulation S-K.

 

The Company issued a press release announcing the appointment to the Board of Dr. Walters as a Class III director, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01       Financial Statements, Pro Forma Financial Information and Exhibits

 

(d) Exhibits

 

Exhibit No. Description
   
99.1 Press Release issued by Enzo Biochem, Inc. on November 25, 2020
 

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.

 

  ENZO BIOCHEM, INC.
       
Date: November 25, 2020 By: /s/ David Bench  
    David Bench  
    Chief Financial Officer  
 
false 0000316253 0000316253 2020-11-25 2020-11-25

Exhibit 99.1

 

  news
release 		 
  Enzo Biochem, Inc.
527 Madison Avenue
  New York, NY 10022

 

FOR IMMEDIATE RELEASE

 

ENZO BIOCHEM ANNOUNCES APPOINTMENT OF IAN B. WALTERS, MD,

TO ITS BOARD OF DIRECTORS

 

NEW YORK, NY, November 25, 2020 – Enzo Biochem, Inc. (NYSE:ENZ) (“Enzo” or “The Company”), a leading biosciences and diagnostics company, announced today that Ian B. Walters, MD, has been appointed to the Company’s Board of Directors effective immediately.

 

Dr. Walters is an experienced entrepreneur and drug developer with leadership in the development of over 30 drugs in multiple therapeutic areas involving diverse technologies, leading to five new oncology drug approvals. His previous positions include Executive Director of Global Oncology Clinical Research and Business Development for Bristol-Myers Squibb, and Medical Director at Millennium Pharmaceuticals. Dr. Walters currently is CEO and Director of Portage Biotech, a publicly traded clinical stage biopharmaceutical company developing an innovative portfolio of immuno-oncology assets. He is also founder of seven of Portage’s portfolio companies.

 

Dr. Walters holds an MBA from the Wharton School of the University of Pennsylvania. He received his MD at the Albert Einstein College of Medicine and completed doctoral training in experimental medicine at The Rockefeller University. Dr. Walters has been the lead author or contributor to approximately 60 journal publications.

 

“Dr. Walters brings over two decades of diverse experience in drug development and business strategy, including both founding and executive level positions at several life sciences companies,” said Dr. Elazar Rabbani, Ph.D., Enzo’s Chairman and Chief Executive Officer. “As a physician, scientist and entrepreneur, his deep expertise spans clinical development, regulatory affairs, and strategic planning. At a time when we have announced promising growth and continued momentum going into 2021, Dr. Walters will play an integral role in identifying new ways Enzo’s offerings can effectively support companion diagnostics, early drug discovery, and liquid biopsy techniques.”

 

“Enzo continues to demonstrate its role as an innovative leader through its rapid response to the COVID-19 pandemic and continued implementation of cost effective, adaptive technologies to address key challenges in the clinical diagnostics industry,” said Dr. Walters. “I am eager to work together with the other members of the board and Enzo’s management team to assure its future success and target new opportunities for growth.”

 

About Enzo Biochem

 

Enzo Biochem is a pioneer in molecular diagnostics, leading the convergence of clinical laboratories, life sciences and intellectual property through the development of unique diagnostic platform technologies that provide numerous advantages over previous standards. A global company, Enzo Biochem utilizes cross-functional teams to develop and deploy products, systems and services that meet the ever-changing and rapidly growing needs of health care today and into the future. Underpinning Enzo Biochem’s products and technologies is a broad and deep intellectual property portfolio, with patent coverage across a number of key enabling technologies. For additional information please visit: http://www.enzo.com/

 

Forward-Looking Statements

 

Except for historical information, the matters discussed in this release may be considered “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include declarations regarding the intent, belief or current expectations of the Company and its management, including those related to cash flow, gross margins, revenues, and expenses which are dependent on a number of factors outside of the control of the Company including, inter alia, the markets for the Company’s products and services, costs of goods and services, other expenses, government regulations, litigation, and general business conditions. See Risk Factors in the Company’s Form 10-K for the fiscal year ended July 31, 2020. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could materially affect actual results. The Company disclaims any obligations to update any forward-looking statement as a result of developments occurring after the date of this release.

 

###

Contacts:

David Bench, CFO
Enzo Biochem, Inc.
212-583-0100
dbench@enzo.com

 

Media:

Marisa Monte

Berry & Company Public Relations

212-253-8881

mmonte@berrypr.com

 

Investors:

Jeremy Feffer

LifeSci Advisors, LLC

212-915-2568

jeremy@lifesciadvisors.com

 

Steve Anreder

Anreder & Company

212-532-3232

Steven.anreder@anreder.com