SCHEDULE 13D/A: Harbert Funds Commit to Support Enzo Biochem Acquisition by Bethpage Parent

Harbert Discovery Fund and its affiliates have entered into a voting and support agreement to back the all-equity merger of Enzo Biochem Inc. with Bethpage Parent, Inc.

Summary

• Enzo Biochem Inc. has entered into an Agreement and Plan of Merger with Bethpage Parent, Inc. and Bethpage Merger Sub, Inc. on June 23, 2025.
• Under the Merger Agreement, Bethpage will acquire Enzo Biochem in an all-equity transaction, with Enzo Biochem continuing as a wholly owned subsidiary of Bethpage.
• Harbert Discovery Fund, LP, Harbert Discovery Co-Investment Fund I, LP, and their affiliates (collectively, the 'Funds') beneficially own 5,175,913 shares of Enzo Biochem Common Stock, representing 9.87% of the outstanding shares.
• The Funds' ownership is based on 52,432,129 shares of Common Stock outstanding as of June 19, 2025.
• On June 23, 2025, the Funds entered into a Voting and Support Agreement with Bethpage and Merger Sub, committing to vote their shares in favor of the Merger and the adoption of the Merger Agreement.
• The Voting and Support Agreement also restricts the Funds from transferring shares (with certain exceptions), granting proxies, or exercising dissenters' rights related to the Merger.
• The Voting and Support Agreement will terminate upon the Merger's effective time, valid termination of the Merger Agreement, mutual written agreement, or if the Merger Agreement is amended in a materially adverse way to shareholders (e.g., reduced or changed merger consideration).

Sentiment

Score: 8

Explanation: The reporting persons (Harbert Funds) have entered into a definitive agreement to support the merger, indicating a strong positive sentiment towards this specific corporate action and its expected outcome.

Positives

• The reporting persons, Harbert Funds, have secured a definitive merger agreement for Enzo Biochem, aligning with their investment objectives.
• The execution of a Voting and Support Agreement by significant shareholders provides a clear path and increased certainty for the completion of the merger transaction.

Risks

• The Merger Agreement and the Voting and Support Agreement are subject to terms and conditions, meaning the merger's completion is not guaranteed.
• The Voting and Support Agreement can be terminated by the Funds if the Merger Agreement is amended to reduce or change the form of merger consideration, or if it is otherwise materially adverse to shareholders, introducing a condition for potential non-support.

Future Outlook

The document indicates the future outlook for Enzo Biochem Inc. is to become a wholly owned subsidiary of Bethpage Parent, Inc. following the completion of the all-equity merger, subject to the terms and conditions of the Merger Agreement.

Industry Context

This filing represents a significant corporate transaction in the biotechnology or life sciences sector, where mergers and acquisitions are common strategies for consolidation, market expansion, or strategic realignment. The involvement of an activist fund like Harbert suggests a potential push for value creation through a sale or strategic change.

Stakeholder Impact

• Shareholders of Enzo Biochem Inc. will be impacted by the all-equity acquisition, transitioning their ownership to Bethpage Parent, Inc. upon merger completion.
• The reporting persons (Harbert Funds) have committed their voting power to support the merger, influencing the outcome for all shareholders.

Next Steps

• Completion of the merger of Bethpage Merger Sub, Inc. with and into Enzo Biochem Inc., making Enzo Biochem a wholly owned subsidiary of Bethpage Parent, Inc.
• The Funds will vote their shares in favor of the Merger and the adoption of the Merger Agreement.

Key Dates

Keywords

Enzo Biochem Inc., Bethpage Parent Inc., Merger Agreement, Voting and Support Agreement, Schedule 13D Amendment, Shareholder Activism, Acquisition, Common Stock, SEC Filing, Corporate Transaction