Sec Form 13D Filing - Radoff Bradley Louis filing for ENZO BIOCHEM,INC. (ENZ) - 2021-12-27

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Enzo Biochem, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

294100102

(CUSIP Number)

BRADLEY L. RADOFF

2727 Kirby Drive

Unit 29L

Houston, Texas 77098

 

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

December 3, 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              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

  1   NAME OF REPORTING PERSON  
         
        The Radoff Family Foundation  
  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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
          &#x A0;
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        TEXAS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         400,000  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          400,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        400,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

2

CUSIP No. 294100102

  1   NAME OF REPORTING PERSON  
         
        Bradley L. Radoff  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF, OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         4,298,100  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          4,298,100  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,298,100  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.9%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

3

CUSIP No. 294100102

 

  1   NAME OF REPORTING PERSON  
         
        Lorrie A. Carr  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX 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  

  

4

CUSIP No. 294100102

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety to read as follows:

The Shares purchased by the Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 400,000 Shares directly owned by the Radoff Foundation is approximately $1,340,356, including brokerage commissions.

The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,898,100 Shares directly owned by Mr. Radoff is approximately $12,452,239, including brokerage commissions.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated in their entirety to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 48,471,771 Shares outstanding as of December 1, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on December 15, 2021.

A.Radoff Foundation
(a)As of the date hereof, the Radoff Foundation directly beneficially owns 400,000 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 400,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 400,000
4. Shared power to dispose or direct the disposition: 0

 

B.Mr. Radoff
(a)As of the date hereof, Mr. Radoff directly beneficially owns 3,898,100 Shares. As a director of the Radoff Foundation, Mr. Radoff may be deemed to beneficially own the 400,000 Shares owned by the Radoff Foundation.

Percentage: Approximately 8.9%

(b)1. Sole power to vote or direct vote: 4,298,100
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,298,100
4. Shared power to dispose or direct the disposition: 0

 

5

CUSIP No. 294100102

C.Ms. Carr
(a)As of the date hereof, Ms. Carr does not beneficially own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 4,298,100 Shares owned in the aggregate by all of the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares that he, she or it does not directly own.

(c)The transactions in the securities of the Issuer by the Reporting Persons since the filing of the Amendment No. 1 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference. All such transactions were effected in the open market unless otherwise noted therein.

 

6

CUSIP No. 294100102

 

SIGNATURES

 

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 27, 2021

  The Radoff Family Foundation
   
  By:

/s/ Bradley L. Radoff

    Name: Bradley L. Radoff
    Title: Director

 

 

 

/s/ Bradley L. Radoff

 

Bradley L. Radoff

Individually and as attorney-in-fact for Lorrie A. Carr

 

7

CUSIP No. 294100102

SCHEDULE B

Transactions in the Securities of the Issuer Since the Filing of the Amendment No. 1 to the Schedule 13D

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

 

BRADLEY L. RADOFF

 

Purchase of Common Stock 36,856 3.2784 10/22/2021
Purchase of Common Stock 10,000 3.3503 10/25/2021
Purchase of Common Stock 18,144 3.3068 10/26/2021
Purchase of Common Stock 15,000 3.3039 10/27/2021
Purchase of Common Stock 15,000 3.3501 11/02/2021
Purchase of Common Stock 1,000 3.4200 11/03/2021
Purchase of Common Stock 9,000 3.3359 11/05/2021
Purchase of Common Stock 15,000 3.3700 11/09/2021
Purchase of Common Stock 15,000 3.3910 11/10/2021
Purchase of Common Stock 139,774 3.3700 11/17/2021
Purchase of Common Stock 10,226 3.3975 11/17/2021
Purchase of Common Stock 5,000 3.4047 11/18/2021
Purchase of Common Stock 15,000 3.3937 11/19/2021
Purchase of Common Stock 20,000 3.2332 11/23/2021
Purchase of Common Stock 20,000 3.2344 11/24/2021
Purchase of Common Stock 25,000 3.4175 11/26/2021
Purchase of Common Stock 30,000 3.3395 11/29/2021
Purchase of Common Stock 25,000 3.4362 11/30/2021
Purchase of Common Stock 26,000 3.4404 12/01/2021
Purchase of Common Stock 27,000 3.3652 12/02/2021
Purchase of Common Stock 25,000 3.3077 12/03/2021
Purchase of Common Stock 32,000 3.3077 12/06/2021
Purchase of Common Stock 17,000 3.4105 12/07/2021
Purchase of Common Stock 5,000 3.5717 12/08/2021
Purchase of Common Stock 8,000 3.6382 12/09/2021
Purchase of Common Stock 11,000 3.5513 12/10/2021
Purchase of Common Stock 5,000 3.6211 12/13/2021
Purchase of Common Stock 14,100 3.4515 12/14/2021
Purchase of Common Stock 13,000 3.4302 12/15/2021
Purchase of Common Stock 31,500 3.2659 12/16/2021
Purchase of Common Stock 12,900 3.2371 12/17/2021
Purchase of Common Stock 12,500 3.2127 12/20/2021
Purchase of Common Stock 18,000 3.2498 12/21/2021