UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 2, 2022
Enzo Biochem, Inc.
(Exact Name of Registrant as Specified in Its Charter)
New York
(State or Other Jurisdiction of Incorporation)
| 001-09974 | | 13-2866202 |
| (Commission File Number) | | (IRS Employer
Identification No.) |
| | | |
| 527 Madison Avenue | | |
| New York, New York | | 10022 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(212) 583-0100
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common Stock, $.01 par value | | ENZ | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-1 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On April 27, 2022, Enzo Biochem, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission. The Original Report reported that the Company’s certificate of incorporation, as amended (the “Amended and Restated Certificate of Incorporation”), and the Company’s amended and restated by-laws (the “Amended and Restated By-laws”) became effective on April 25, 2022. However, the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws did not become effective until the Amended and Restated Certificate of Incorporation was accepted by the New York Secretary of State on May 2, 2022. Accordingly, this Amendment No. 1 to the Original Report is being filed to revise the effective date of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws to May 2, 2022.
Other than the corrections described above, no other statement or information has been changed from those presented in the Original Report.
Item 3.03 Material Modification to Rights of Security Holders.
As previously disclosed, on April 8, 2022, at the reconvened 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company, the Company’s shareholders approved several amendments to the Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation became effective on May 2, 2022.
The Company’s board of directors approved and adopted conforming amendments to the Amended and Restated By-laws, which became effective on May 2, 2022.
A description of the Amended and Restated Certificate of Incorporation and the general effect of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws upon the rights of the Company’s shareholders are included in the Company’s proxy statement, filed with the Securities and Exchange Commission on February 18, 2022, in the sections titled “PROPOSAL 1 - AMENDMENTS TO THE CERTIFICATE OF INCORPORATION”, which is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The disclosure set forth in Item 3.03 of this Report is incorporated into this Item 5.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ENZO BIOCHEM, INC. |
| | | |
| Date: May 6, 2022 | By: | /s/ David Bench |
| | | David Bench |
| | | Chief Financial Officer, Senior Vice President, Treasurer, and Corporate Secretary |
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