Kara Cannon - 20 Aug 2025 Form 4 Insider Report for ENZO BIOCHEM INC (ENZB)

Role
Chief Executive Officer, Director
Signature
/s/ Kara Cannon
Issuer symbol
ENZB
Transactions as of
20 Aug 2025
Net transactions value
$0
Form type
4
Filing time
20 Aug 2025, 08:23:49 UTC
Previous filing
24 Jul 2024
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Cannon Kara Chief Executive Officer, Director C/O ENZO BIOCHEM, INC., 21 EXECUTIVE BLVD., FARMINGDALE /s/ Kara Cannon 20 Aug 2025 0001913009

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ENZB Common Stock Disposed to Issuer -359,737 -100% 0 20 Aug 2025 Direct F1, F2, F3
transaction ENZB Common Stock Disposed to Issuer -45,065 -100% 0 20 Aug 2025 401k F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ENZB Stock Option (to acquire shares of Common Stock) Disposed to Issuer -200,000 -100% 0 20 Aug 2025 Common Stock 200,000 Direct F4
transaction ENZB Stock Option (to acquire shares of Common Stock) Disposed to Issuer -200,000 -100% 0 20 Aug 2025 Common Stock 200,000 Direct F4
transaction ENZB Stock Option (to acquire shares of Common Stock) Disposed to Issuer -87,500 -100% 0 20 Aug 2025 Common Stock 87,500 Direct F4
transaction ENZB Stock Option (to acquire shares of Common Stock) Disposed to Issuer -87,500 -100% 0 20 Aug 2025 Common Stock 87,500 Direct F4
transaction ENZB Stock Option (to acquire shares of Common Stock) Disposed to Issuer -55,400 -100% 0 20 Aug 2025 Common Stock 55,400 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kara Cannon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The shares were disposed of pursuant to the Agreement and Plan of Merger, dated June 23, 2025 (the "Merger Agreement"), by and among the Issuer, Bethpage Parent, Inc. ("Parent"), and Bethpage Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), was canceled and automatically converted into the right to receive $0.70 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
F2 Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") that vested solely on the basis of time that was outstanding as of immediately prior to the Effective Time and was held by a member of the Issuer's Board of Directors was canceled and converted into the right to receive an amount in cash obtained by multiplying (A) the total number of shares of Common Stock underlying such RSU, by (B) the Merger Consideration, subject to any required withholding of taxes.
F3 Includes 100,000 RSUs.
F4 Pursuant to the Merger Agreement, at the Effective Time, each option that was outstanding as of immediately prior to the Effective Time was automatically, and without any required action on the part of the Reporting Person, canceled without any cash payment or other consideration being made in respect thereof.