SCHEDULE: Enzo Biochem Completes Merger, Radoff Exits Position
Schedule 13D Amendment
Enzo Biochem Inc. has completed its merger, resulting in reporting persons Bradley L. Radoff and Radoff Family Foundation no longer holding any securities.
Summary
- Enzo Biochem Inc. entered into an Agreement and Plan of Merger with Bethpage Parent, Inc. and Bethpage Merger Sub, Inc. on June 23, 2025.
- The merger became effective on August 20, 2025, with Enzo Biochem continuing as the surviving corporation and a wholly-owned subsidiary of Bethpage Parent, Inc.
- Each outstanding common share of Enzo Biochem was converted into the right to receive $0.70 in cash, without interest, subject to applicable withholding taxes.
- Vested restricted stock units (RSUs) were cancelled and converted into the right to receive cash equal to the product of the number of underlying shares and the $0.70 merger consideration.
- Unvested RSUs and all outstanding options to purchase shares were automatically cancelled without any consideration.
- As a result of the merger, Bradley L. Radoff and Radoff Family Foundation no longer beneficially own any securities of Enzo Biochem Inc. and ceased to beneficially own more than 5% of the outstanding shares as of August 20, 2025.
Sentiment
Score: 5
Explanation: The filing reports a completed transaction where reporting persons exited their position for a fixed cash consideration. This is a definitive event with a clear outcome, not indicating ongoing performance or future sentiment for the public entity.
Positives
- Reporting persons received cash consideration of $0.70 per share for their common stock holdings.
- Vested restricted stock units held by reporting persons were converted into cash at the merger consideration rate.
Negatives
- Unvested restricted stock units held by reporting persons were cancelled without any consideration.
- Options to purchase shares held by reporting persons were cancelled without any consideration.
Risks
- The reporting persons no longer hold any securities of Enzo Biochem Inc., eliminating their direct investment risk in the company.
Future Outlook
As a result of the merger, Enzo Biochem Inc. is now a wholly-owned subsidiary of Bethpage Parent, Inc., and its common stock is no longer publicly traded. The reporting persons no longer beneficially own any securities of the Issuer.
Industry Context
This filing details the completion of a specific corporate acquisition, which is a common event in the biotechnology and diagnostics industry as companies seek consolidation or strategic exits. It reflects a private equity or strategic buyer taking a public company private.
Stakeholder Impact
- Shareholders received $0.70 per share in cash for their holdings.
- Holders of vested restricted stock units received cash consideration.
- Holders of unvested restricted stock units and stock options had their holdings cancelled without consideration.
Next Steps
- The reporting persons have concluded their investment in Enzo Biochem Inc. through the merger.
- Enzo Biochem Inc. will operate as a wholly-owned subsidiary of Bethpage Parent, Inc., no longer a publicly traded entity.
Key Dates
| Date | Description |
|---|---|
| 06/23/2025 | Date Enzo Biochem Inc. entered into an Agreement and Plan of Merger with Bethpage Parent, Inc. and Bethpage Merger Sub, Inc. |
| 08/20/2025 | Effective date of the merger, where Merger Sub merged into Enzo Biochem Inc.; also the date reporting persons ceased to beneficially own more than 5% of outstanding shares. |
| 08/22/2025 | Date of signing for Amendment No. 6 to Schedule 13D. |
Keywords
Enzo Biochem, Merger, Schedule 13D, Beneficial Ownership, Common Stock, Restricted Stock Units, Options, Cash Consideration, Bradley L. Radoff, Radoff Family Foundation
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.