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):
October 14, 2021
Enzo Biochem, Inc.
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
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Title
of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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Common Stock, $.01 par value
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ENZ
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The New York Stock Exchange
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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 Arrangement of
Certain Officers
On
October 18, 2021, Enzo Biochem, Inc. (the “Company”) announced the appointment of Hamid Erfanian to the position of
Chief Executive Officer, commencing on November 8, 2021. Mr. Erfanian succeeds Dr. Elazar Rabbani, who, as previously disclosed, will
step down from his position as Chief Executive Officer of the Company. As previously disclosed, Dr. Rabbani will remain Chairperson of
the Board of Directors and will assume the role of Chief Scientific Officer of the Company.
Mr.
Erfanian, age 52, has over 28 years of experience as a seasoned healthcare executive specializing in the diagnostic, medical devices,
and life sciences industry. Prior to his appointment as Chief Executive Officer of the Company, Mr. Erfanian was most recently Chief
Commercial Officer of EUROIMMUN, a PerkinElmer Company. He previously served as Chief Executive Officer of its US subsidiary, a position
he held from June 2014 through August 2021. Prior to EUROIMMUN, Mr. Erfanian held executive and senior positions at several notable diagnostics
companies including Diagnostica Stago, Beckman Coulter, and Abbott Laboratories. Earlier in his career, Mr. Erfanian worked at leading
diagnostic laboratory testing companies, Quest Diagnostics and Laboratory Corporation of America. He received his Bachelor’s Degree
in Science and Mathematics from North Dakota State University and a Masters of Business Administration from the Cox School of Business
at Southern Methodist University.
Pursuant
to an Executive Employment Agreement, dated October 14, 2021, entered into between the Company and Mr. Erfanian governing the terms of
Mr. Erfanian’s appointment as Chief Executive Officer, Mr. Erfanian will receive the following compensation:
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A
base salary of $600,000;
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Eligibility
to receive an annual discretionary bonus of between thirty percent (30%) and one hundred
percent (100%) of Mr. Erfanian’s base salary actually received in any such year;
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Subject
to the approval of the Board and pursuant to the Company’s 2011 Amended and Restated
Incentive Plan, a restricted stock unit (“RSU”) award for 260,000 shares
of common stock of the Company, which shall vest, subject to Mr. Erfanian remaining employed
and in good standing, in equal one-third annual increments;
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Subject
to the approval of the Board and pursuant to the Company’s 2011 Amended and Restated
Incentive Plan, an option to purchase 700,000 shares (“Options”) of the
Company’s common stock at the fair market value as determined by the Board as of the
date of grant, which shall vest, subject to Mr. Erfanian remaining employed and in good standing,
in equal one-third annual increments;
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Eligibility
to receive an annual grant of both RSUs and Options in an amount and pursuant to terms as
determined by the Board in its sole discretion;
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A
relocation reimbursement for up to $60,000 in relocation expenses;
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Eligibility
to participate in all employee benefit programs for which Mr. Erfanian is eligible under
the terms and conditions of the benefit plans, including, at minimum, health, medical &
dental for Mr. Erfanian and his spouse and dependents, 401(k), and paid time off including
four (4) weeks of paid vacation as well as other benefits; and
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Severance
benefits in the event that Mr. Erfanian’s employment is terminated for any reason other
than for “cause” or “good reason, each as defined in the Executive Employment
Agreement, equal to the equivalent of twelve (12) months of Mr. Erfanian’s base salary
in effect as of the date of Mr. Erfanian’s employment termination, subject to standard
payroll deductions and withholdings and subject to Mr. Erfanian signing, not revoking, and
complying with a separation agreement and release of claims in a form reasonably satisfactory
to the Company.
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The
Executive Employment Agreement defines “cause” as: (a) the commission of any (i)felony or (ii) crime involving fraud, dishonesty
or moral turpitude (whether or not a felony); (b) any action by Mr. Erfanian involving fraud, breach of the duty of loyalty, malfeasance,
willful misconduct, or negligence, (c) the failure or refusal by Mr. Erfanian to perform any material duties hereunder or to follow any
lawful and reasonable direction of the Company; (d) intentional damage to any property of the Company (reasonable wear and tear from
regular use excepted); (e) chronic neglect or absenteeism in the performance of Mr. Erfanian’s duties; (f) willful misconduct,
gross negligence, or other material violation of Company policy or code of conduct that causes an adverse effect upon the Company; (g)
breach of any written agreement with the Company (including this Employment Agreement); or (h) any action that in the reasonable belief
of the Board shall or potentially shall subject the Company to material adverse publicity or effects.
The
Executive Employment Agreement defines “good reason” as Mr. Erfanian’s resignation following the Company’s (a)
material diminution of Mr. Erfanian’s title or duties below that of the level of a Chief Executive Officer; (b) material and uncured
breach of this Agreement; (c) material reduction in Mr. Erfanian’s annual base salary as in effect on the date hereof or as the
same may be increased from time to time, other than as required by exigent business circumstances; or (d) a requirement that Mr. Erfanian
perform his job on a permanent basis more than fifty (50) miles from Farmingdale, New York; provided, that Mr. Erfanian shall give written
notice to the Company within thirty (30) days following the occasion of any allegation of “good reason,” and the Company
shall have thirty (30) days to cure same.
The
foregoing description of the Executive Employment Agreement is qualified in its entirety by reference to the text of such letter,
which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
2021.
There
are no arrangements or understandings between Mr. Erfanian and any other persons pursuant to which he was appointed as Chief Executive
Officer, no family relationships among any of the Company’s directors or executive officers and Mr. Erfanian and he has no direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A
copy of the press release announcing the appointment of Mr. Erfanian as Chief Executive Officer of the Company is attached to this Form
8-K as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibits are furnished as part of this Current Report on Form 8-K to the extent described in Item 5.02.
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: October 18, 2021
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By:
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/s/ David
Bench
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David Bench
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Chief Financial Officer
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3
Exhibit 99.1
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Enzo Biochem, Inc.
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527 Madison Avenue
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New York, NY 10022
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FOR IMMEDIATE RELEASE
HAMID ERFANAIN NAMED CHIEF EXECUTIVE OFFICER
OF ENZO BIOCHEM TO ACCELERATE EXPANSION AND COMMERCIALIZATION OF KEY DIAGNOSTIC PLATFORMS
Dr. Elazar Rabbani to remain Chairperson
of the Board and will assume new role as Chief Scientific Officer
NEW YORK, NY, October 18, 2021 (GLOBE NEWSWIRE) -- Enzo Biochem, Inc.
(NYSE:ENZ) (“Enzo” or the “Company”), a leading biosciences and diagnostics company, announced today
the appointment of Hamid Erfanian as Chief Executive Officer. Following the succession plan announced in March and the engagement of Korn
Ferry, Dr. Elazar Rabbani remains Chairperson of the Board of Directors and will assume the role of Chief Scientific Officer of the Company.
Mr. Erfanian brings over 28 years of experience as a seasoned healthcare executive specializing in the diagnostic, medical devices, and
life sciences industry. His demonstrated track record of implementing commercial strategies and building high performing teams at both
global and smaller firms provides the ideal balance of qualifications to support Enzo as it evolves under the guidance of new leadership.
Mr. Erfanian’s employment will begin in early November.
“I am thrilled to be joining
Enzo, an established innovator in the diagnostics space, at this pivotal stage of development,” stated Mr. Erfanian. “I firmly
believe the Company’s GENFLEX® platform, and its broad menu of molecular products are very well positioned to continue to serve
the diagnostics market. The vision of new molecular product development and service expansion into new clinical settings is a vital mission
as the Company evolves in this post pandemic environment. I look forward to leading these efforts and the Enzo executive management team.”
Mr. Erfanian was most recently
Chief Commercial Officer of EUROIMMUN, a PerkinElmer Company. He previously served as Chief Executive Officer of its US subsidiary, a
position he held from June 2014 through August 2021, where he was responsible for growing sales by more than 20-fold in five years. EUROIMMUN
is a world leader in the field of medical diagnostics. In his role, he commercialized several diagnostic product offerings including those
that enable the detection of antibodies associated with autoimmune and infectious diseases. Prior to EUROIMMUN, Mr. Erfanian held executive
and senior positions at several notable diagnostics companies including Diagnostica Stago, Beckman Coulter, and Abbott Laboratories. Earlier
in his career, Mr. Erfanian worked at leading diagnostic laboratory testing companies, Quest Diagnostics and Laboratory Corporation of
America. He received his Bachelor’s Degree in Science and Mathematics from North Dakota State University and a Masters of Business
Administration from the Cox School of Business at Southern Methodist University.
“The Board is excited that
Mr. Erfanian is joining the Company to lead us through this next stage of commercialization and growth as we capitalize on our molecular
diagnostics platforms for central lab and point of care uses,” stated Dr. Rabbani, Enzo’s Chairperson. “We have the
deepest confidence that Mr. Erfanian will leverage Enzo’s proprietary and innovative platforms, strong asset base, and approximately
475 global patents. He joins the Company at an exciting juncture of growth and opportunity.”
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 more information, please visit www.Enzo.com or follow
Enzo Biochem on Twitter and LinkedIn.
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, 2021. 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.
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Contacts:
For: Enzo Biochem, Inc.
David Bench, CFO
212-583-0100
dbench@enzo.com
Media:
Lynn Granito
Berry & Company Public Relations
212-253-8881
lgranito@berrypr.com
Investors:
Bob Yedid
LifeSci Advisors, LLC
646-597-6989
bob@lifesciadvisors.com
Steve Anreder
Anreder & Company
212-532-3232
Steven.anreder@anreder.com