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): May 22, 2023
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.) | |
| 81 Executive Blvd. Suite 3 | ||
| Farmingdale, New York | 11735 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(212) 583-0100
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
| ☐ | 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, $0.01 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2023, Enzo Biochem, Inc. (the “Company”) held a Special Meeting of shareholders (the “Special Meeting”). At the Special Meeting, the holders of 32,703,073 (65.85%) shares of the Company’s common stock entitled to vote were represented in person or by proxy constituting a quorum.
At the Special Meeting, the shareholders:
| 1. | Approved the sale of substantially all the assets and assignment of certain liabilities of the Company’s clinical laboratory business and adopted the Asset Purchase Agreement, dated as of March 16, 2023 (the “Asset Sale Proposal”), and |
| 2. | Approved the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Asset Sale Proposal at the time of the Special Meeting (the “Adjournment Proposal”). |
The specific votes were as follows:
1. The Asset Sale Proposal
VOTES
| FOR | AGAINST | ABSTAIN | ||||||||
| 27,655,217 | 118,771 | 4,929,085 | ||||||||
2. The Adjournment Proposal
VOTES
| FOR | AGAINST | ABSTAIN | ||||||||
| 32,049,861 | 576,335 | 76,877 | ||||||||
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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: May 22, 2023 | By: | /s/ Hamid Erfanian |
| Hamid Erfanian | ||
| Chief Executive Officer | ||
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