Filing Details
- Accession Number:
- 0000902664-21-001965
- Form Type:
- 13D Filing
- Publication Date:
- 2021-03-17 17:28:42
- Filed By:
- Harbert Discovery Fund, Lp
- Company:
- Enzo Biochem Inc (NYSE:ENZ)
- Filing Date:
- 2021-03-17
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Harbert Discovery Fund | 0 | 1,763,493 | 0 | 1,763,493 | 1,763,493 | 3.66% |
| Harbert Discovery Fund GP | 0 | 1,763,493 | 0 | 1,763,493 | 1,763,493 | 3.66% |
| Harbert Discovery Co-Investment Fund I | 0 | 3,412,420 | 0 | 3,412,420 | 3,412,420 | 7.08% |
| Harbert Discovery Co-Investment Fund I GP | 0 | 3,412,420 | 0 | 3,412,420 | 3,412,420 | 7.08% |
| Harbert Fund Advisors, Inc | 0 | 5,175,913 | 0 | 5,175,913 | 5,175,913 | 10.73% |
| Harbert Management Corporation | 0 | 5,175,913 | 0 | 5,175,913 | 5,175,913 | 10.73% |
| Jack Bryant | 0 | 5,175,913 | 0 | 5,175,913 | 5,175,913 | 10.73% |
| Kenan Lucas | 0 | 5,175,913 | 0 | 5,175,913 | 5,175,913 | 10.73% |
| Raymond Harbert | 0 | 5,175,913 | 0 | 5,175,913 | 5,175,913 | 10.73% |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 13)* | |
| Enzo Biochem, Inc. | |
| (Name of Issuer) | |
| Common Stock, $0.01 par value | |
| (Title of Class of Securities) | |
| 294100102 | |
| (CUSIP Number) | |
| Kevin A. McGovern, Esq. c/o Harbert Discovery Fund, LP 2100 Third Avenue North, Suite 600 Birmingham, AL 35203 (205) 987-5577
with a copy to:
Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| March 16, 2021 | |
| (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 14 Pages)
______________________________
* 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 purpose of Section 18 of the Securities Exchange Act of 1934 (“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 Notes).
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 2 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Harbert Discovery Fund, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 1,763,493 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 1,763,493 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,763,493 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.66% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 3 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Harbert Discovery Fund GP, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 1,763,493 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 1,763,493 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,763,493 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.66% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 4 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Harbert Discovery Co-Investment Fund I, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 3,412,420 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 3,412,420 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,412,420 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.08% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 5 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Harbert Discovery Co-Investment Fund I GP, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 3,412,420 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 3,412,420 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,412,420 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.08% | |||
| 14 | TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 6 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Harbert Fund Advisors, Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Alabama | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 5,175,913 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 5,175,913 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,175,913 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.73% | |||
| 14 | TYPE OF REPORTING PERSON IA, CO | |||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 7 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Harbert Management Corporation | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Alabama | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 5,175,913 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 5,175,913 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,175,913 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.73% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 8 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Jack Bryant | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 5,175,913 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 5,175,913 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,175,913 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.73% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 9 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Kenan Lucas | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 5,175,913 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 5,175,913 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,175,913 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.73% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 10 of 14 Pages |
| 1 | NAME OF REPORTING PERSON Raymond Harbert | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 5,175,913 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 5,175,913 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,175,913 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.73% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 11 of 14 Pages |
The following constitutes Amendment No. 13 to the Schedule 13D filed by the undersigned (the “Amendment No. 13”). This Amendment No. 13 amends the Schedule 13D, filed with the Securities and Exchange Commission on April 8, 2019 as specifically set forth herein.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| On March 16, 2021 Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP sent a letter to the independent members of the Board of the Issuer, calling on them to pursue strategic alternatives and enter into discussions with potential acquirers. The letter also expressed disappointment in the Board’s apparent decision to not accept Dr. Rabbani’s resignation. The foregoing summary of the letter is qualified by reference to the entirety of the letter, a copy of which is attached as Exhibit 11. | |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows:: |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by each Reporting Person. The percentages used in this Amendment No. 13 are calculated based upon 48,228,567 shares of Common Stock outstanding as of March 8, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarterly period ended January 31, 2021, filed with the Securities and Exchange Commission on March 16, 2021. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
|
| (c) | The transactions in the shares of Common Stock effected in the last 60 days by the Reporting Persons are set forth in Annex A, and are incorporated herein by reference. |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS | |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | ||
| Exhibit 11: | Letter to the Board of the Issuer, dated March 16, 2021. | |
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 12 of 14 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: March 17, 2021
| Harbert Discovery Fund, LP | ||
| By: | Harbert Discovery Fund GP, LLC, | |
| its General Partner | ||
| By: | Harbert Management Corporation, | |
| its Managing Member | ||
| By: | /s/ John McCullough | |
| Executive Vice President and | ||
| General Counsel | ||
| Harbert Discovery Fund GP, LLC | ||
| By: | Harbert Management Corporation, | |
| its Managing Member | ||
| By: | /s/ John McCullough | |
| Executive Vice President and | ||
| General Counsel | ||
| Harbert Discovery Co-Investment Fund I, LP | ||
| By: | Harbert Discovery Co-Investment Fund I GP, LLC, its General Partner | |
| By: | Harbert Management Corporation, | |
| its Managing Member | ||
| By: | /s/ John McCullough | |
| Executive Vice President and | ||
| General Counsel | ||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 13 of 14 Pages |
| Harbert Discovery Co-Investment Fund I GP, LLC | ||
| By: | Harbert Management Corporation, | |
| its Managing Member | ||
| By: | /s/ John McCullough | |
| Executive Vice President and | ||
| General Counsel | ||
| Harbert Fund Advisors, Inc. | ||
| By: | /s/ John McCullough | |
| Executive Vice President and | ||
| General Counsel | ||
| Harbert Management Corporation | ||
| By: | /s/ John McCullough | |
| Executive Vice President and | ||
| General Counsel | ||
| By: | /s/ Jack Bryant | |
| Jack Bryant | ||
| By: | /s/ Kenan Lucas | |
| Kenan Lucas | ||
| By: | /s/ Raymond Harbert | |
| Raymond Harbert | ||
| CUSIP No. 294100102 | SCHEDULE 13D/A | Page 14 of 14 Pages |
Annex A
This Annex sets forth information with respect to each purchase and sale (excluding brokerage commissions) of Common Stock which was effectuated by Harbert in the last 60 days. All transactions were effectuated in the open market through a broker.
Harbert Discovery Fund, LP
| Trade Date | Common Stock Purchased (Sold) | Price Per Share ($) |
| 03/15/2021 | (34,071) | 4.75 |
| 03/15/2021 | (15,253) | 5.00 |
| 03/16/2021 | (68,140) | 4.70 |
| 03/16/2021 | (34,070) | 4.54 |
Harbert Discovery Co-Investment Fund I, LP
| Trade Date | Common Stock Purchased (Sold) | Price Per Share ($) |
| 03/15/2021 | (65,929) | 4.75 |
| 03/15/2021 | (29,515) | 5.00 |
| 03/16/2021 | (131,860) | 4.70 |
| 03/16/2021 | (65,930) | 4.54 |