Form 10-K/A ENZO BIOCHEM INC For: Jul 31

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
10-K/A

(Amendment
No. 1)

 

(Mark
One)

 

☒ Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For
the fiscal year ended July 31, 2022

 

or

 

☐ Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For
the transition period from ______________ to ______________

 

Commission
File Number: 001-09974

 

Enzo
Biochem, Inc.

(Exact
name of Registrant as specified in its charter)

 

New York		13-2866202
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

 

81
Executive Blvd., Suite 3 Farmingdale, NY 11735

(Address
of Registrant’s principal executive offices)

 

(631) 755-5500

(Registrant’s
telephone number, including area code)

 

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files). Yes ☒ No ☐

 

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐		Accelerated filer	☒
Non-accelerated filer	☐		Smaller reporting company	☒
			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. ☐

 

Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☒

 

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act of 1934). Yes ☐  No ☒

 

The
aggregate market value of the registrant’s voting stock held by non-affiliates of the registrant was approximately $131,825,000
as of January 31, 2022.

 

The number of shares of the Company’s common
stock, $.01 par value, outstanding at November 23, 2022 was 48,720,454.

 

DOCUMENTS
INCORPORATED BY REFERENCE

 

None

 

 

 

TABLE
OF CONTENTS

 

 

 

EXPLANATORY
NOTE

 

Enzo
Biochem, Inc. (the “Company”) is filing this Amendment No. 1 to Form 10-K on Form 10-K/A for the fiscal year ended July 31,
2022, in order to amend and restate Part III, Items 10 through 14 of the report on Form 10-K (the “original 10-K”) that we
originally filed with the Securities and Exchange Commission (the “SEC”) on October 14, 2022.

 

This
Form 10-K/A has been prepared and filed in reliance on General Instruction G to Form 10-K, which provides that registrants may provide
the information required by Part III in a definitive proxy statement or an amendment to the Form 10-K filed with the SEC within 120 days
after the end of the fiscal year covered by the report. The Company had initially planned to file the Part III information in a definitive
proxy statement.

 

The
original Form 10-K is therefore amended to (i) delete the reference on the cover of the original Form 10-K to the incorporation
by reference of a definitive proxy statement into Part III of such Form 10-K and (ii) revise Part III, Items 10 through 14 of the
Company’s original Form 10-K to include information previously omitted from the original Form 10-K.

 

Except
as described above, no other changes have been made to the original Form 10-K. The original Form 10-K continues to speak as of October
14, 2022, the date the Company filed the original Form 10-K with the SEC, and other than as expressly indicated in the original Form
10-K or in this Form 10-K/A, the Company has not updated the disclosures contained therein to reflect any events that have occurred at
a date subsequent to October 14, 2022.  Accordingly, this Form 10-K/A should be read in conjunction with the original Form 10-K
and the Company’s other reports filed thereafter.

 

 

FORWARD
LOOKING STATEMENTS

 

This
Annual Report contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact, including, without limitation, the statements under “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” are “forward-looking statements.” Forward-looking statements
may include the words “believes,” “expects,” “plans,” “intends,” “anticipates,”
“continues” or other similar expressions. These statements are based on the Company’s current expectations of future
events and are subject to a number of risks and uncertainties that may cause the Company’s actual results to differ materially
from those described in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. The Company assumes no
obligation to revise or update any forward-looking statements for any reason, except as required by law.

 

 

Part
III

 

ITEM
10. Directors, Executive Officers and Corporate Governance. Directors

 

The
Company’s Board had three staggered classes of Directors, each of which served for a term of three years, prior to the 2021 Annual
Meeting of Shareholders in March 2022 (the “2021 ASM”). At the 2021 ASM, shareholders approved an amendment to the Enzo Certificate
of Incorporation to eliminate the classified structure of our Board. With the approval of the amendment, all directors elected at and
after the 2021 ASM are elected for a one-year term. Directors elected prior to the 2021 ASM will continue to serve out the remainder
of their three year term. As a result of shareholder approval of the proposal to declassify the Board, director term limits were also
amended. See “Director Term Limits” below.

 

The
names of our directors, their ages and their positions with the Company are set forth below, followed by certain other information about
them:

 

Directors
whose Term expires at the Fiscal 2022 Meeting in January 2023:

 

Name		Year First Became A Director
Hamid Erfanian (age 53)		2022
Bradley L. Radoff (age 49)		2022
Mary Tagliaferri, M.D. (age 56)		2020
Directors whose terms expire at the Fiscal 2023 Meeting in 2024
Name		Year First Became a Director
Elazar Rabbani, Ph.D. (age 79)		1976
Ian Walters, M.D. (age 54)		2020

 

Hamid
Erfanian is the Company’s Chief Executive Officer
as of November 2021 and a director of the Company since January 2022. Mr. Erfanian has over 29 years of experience as a seasoned healthcare
executive specializing in the diagnostic, medical devices, and life sciences industry. Prior to his appointment as Chief Executive Officer
of the Company, Mr. Erfanian was most recently Chief Commercial Officer of EUROIMMUN, a PerkinElmer Company. He previously served as
Chief Executive Officer of its US subsidiary, a position he held from June 2014 through August 2021. Prior to EUROIMMUN, Mr. Erfanian
held executive and senior positions at several notable diagnostics companies including Diagnostica Stago, Beckman Coulter, and Abbott
Laboratories. Earlier in his career, Mr. Erfanian worked at leading diagnostic laboratory testing companies, Quest Diagnostics and Laboratory
Corporation of America. He received his Bachelor’s Degree in Science and Mathematics from North Dakota State University and a Masters
of Business Administration from the Cox School of Business at Southern Methodist University.

 

We
believe that Mr. Erfanian’s qualifications to serve on the Board are demonstrated by his experience at Enzo and EUROIMMUN, his
ability with regards to diagnostics commercialization and his keen understanding of the global biotech market.

 

Bradley
L. Radoff has been a director of the Company since January 2022. Mr. Radoff is currently chair of the Company’s Audit
Committee and a member of the Company’s Nominating and Governance Committee and Compensation Committee. Mr. Radoff is a private
investor and has also served as Principal of Fondren Management LP, a private investment management company, since 2005. Mr. Radoff previously
served as a Portfolio Manager at Third Point LLC, a registered investment advisory firm, from 2006 to 2009. He also served as Managing
Director of Lonestar Capital Management LLC, a registered investment advisory firm, from 2003 to 2004. Mr. Radoff also previously served
as a director of Citadel Investment Group LLC, a global financial institution, from 2000 to 2003. Mr. Radoff has served as a director
of VAALCO Energy, Inc. (NYSE:EGY), a Texas-based independent energy company, since June 2020, and Harte Hanks, Inc. (NASDAQ: HHS), a leading
global customer experience company, since May 2021. Mr. Radoff previously served as a director of Support.com, Inc. (formerly NASDAQ:SPRT),
a leading provider of cloud-based software and services, from June 2016 until its merger in September 2021, and Pogo Producing Company
(formerly NYSE:PPP), an oil and gas exploration, development and production company, from March 2007 until the completion of its sale
to Plains Exploration & Production Company in November 2007. Mr. Radoff graduated summa cum laude with a B.S. in Economics from The
Wharton School at the University of Pennsylvania.

 

 

We
believe that Mr. Radoff’s qualifications to serve on the Board are demonstrated by his financial and investment expertise together
with his perspective as a significant shareholder of the Company.

 

MARY TAGLIAFERRI, M.D., has been a director
of the Company since November 2020 and Chair of the Board since January 2022. Dr. Tagliaferri is currently chair of the Company’s
Nominating & Governance Committee and a member of both the Company’s Audit Committee and Compensation Committee. Dr. Tagliaferri
has been serving on the board of directors of RayzeBio, Inc., a biotechnology company, since October 2021. Dr. Tagliaferri has been serving
as Senior Vice President and Executive Clinical Fellow for Nektar Therapeutics, a Nasdaq-listed company, since March 2020 and previously
served as Chief Medical Officer from November 2017 to March 2020, Senior Vice President, Clinical Development from April 2017 to October
2017 and Vice President of Clinical Development from January 2015 to March 2017. Dr. Tagliaferri served as Consultant for InterMune from
March 2014 to December 2014. Dr. Tagliaferri served as Chief Medical Officer of Kanglaite, Inc. from October 2012 to April 2014. Dr. Tagliaferri
was the co-founder of Bionovo, Inc. and served as its Chief Medical Officer, Chief Regulatory Officer, Secretary and Treasurer and a member
of the Board of Directors from February 2002 to June 2012 and President from May 2007 to June 2012. Dr. Tagliaferri received her Bachelor
of Science Degree in Agricultural Economics and Business Management from Cornell University in 1988, Post Baccalaureate Degree in Science
from Bryn Mawr College in 1996, Master of Science Degree, Oriental Medicine from the American College of Traditional Chinese Medicine,
San Francisco, California in 1995 and Medical Degree from the University of California, San Francisco in 2002. Dr. Tagliaferri completed
her residency in internal medicine at Alameda County Medical Center, Oakland, California, in 2003 and a research fellowship in translational
science at the University of California, San Francisco in 1999. She has contributed to approximately 70 publications.

 

We
believe that Dr. Tagliaferri’s qualifications to serve on the Board are demonstrated by her professional background, experience
in the healthcare field and past board position, making her well qualified as a member of our Board.

 

ELAZAR
RABBANI, Ph.D., is an Enzo Biochem founder and served as the Company’s Chairman of the Board from its inception in 1976 to
January 2022 and as Secretary from November 2009 to April 2022. Dr. Rabbani also served as the Company’s Chief Executive Officer
from 1976 until November 2021. Dr. Rabbani has authored numerous scientific publications in the field of molecular biology, in particular,
nucleic acid labeling and detection. He is also the lead inventor of many of the Company’s pioneering patents covering a wide range
of technologies and products. Dr. Rabbani received his Bachelor of Arts degree from New York University in Chemistry and his Ph.D. in
Biochemistry from Columbia University. He is a member of the American Society for Microbiology.

 

We
believe that Dr. Rabbani’s qualifications to serve on the Board are demonstrated by his extensive knowledge of our industry and
his accomplishments over the last 45 years, including building our intellectual property estate and the commercialization of technology,
which has generated significant revenues for the Company.

 

Ian
B. Walters, M.D. has been a director of the Company since November 2020. Mr. Walters is currently chair of the Company’s
Compensation Committee and a member of the Company’s Audit Committee and Nominating & Governance Committee. Dr. Walters is an
experienced entrepreneur and drug developer with leadership in the development of over 30 drugs in multiple therapeutic areas involving
diverse technologies, leading to five new oncology drug approvals. His previous roles include Executive Director of Global Oncology Clinical
Research, and Business Development for Bristol-Myers Squibb and Medical Director at Millennium Pharmaceuticals. Dr. Walters is currently
CEO and Director of Portage Biotech, a publicly traded clinical stage biopharmaceutical company developing an innovative portfolio of
immuno-oncology assets. He is also founder of seven of Portage’s portfolio companies. Dr. Walters holds an MBA from the Wharton
School of the University of Pennsylvania. He received his MD at the Albert Einstein College of Medicine and completed doctoral training
in experimental medicine at The Rockefeller University. Dr. Walters has been the lead author or contributor to approximately 60 journal
publications.

 

We
believe that Dr. Walter’s qualifications to serve on the Board are demonstrated by his professional background, experience in the
healthcare field, and other current and past board and management positions, making him well qualified as a member of our Board.

 

 

Family
Relationships

 

There
are no family relationship of first cousins or closer, among the Company’s directors and executive officers, by blood, marriage
or adoption, except that Dr. Elazar Rabbani and Barry W. Weiner, President of Enzo until April 2022 are brothers-in-law.

 

Corporate
Governance Policies and Practices

 

The
Company has a variety of policies and practices to foster and maintain responsible corporate governance, including the following:

 

Corporate
Governance Guidelines – The Board adopted Corporate Governance Guidelines, which collect in one document many of the corporate governance
practices and procedures that had evolved over the years. These guidelines address the duties of the Board, director qualifications and
selection process, Board operations, Board committee matters and continuing education. The guidelines also provide for annual self-evaluations
by the Board and its committees. The Board reviews these guidelines on an annual basis. The guidelines are available on the Company’s
website at www.enzo.com and in print by contacting Investor Relations at (631) 755-5500.

 

Corporate
Code of Business Conduct and Ethics – The Company has a Code of Business Conduct and Ethics that applies to all of the Company’s
employees, officers and members of the Board. The Code of Business Conduct and Ethics is available on the Company’s website at
www.enzo.com and in print by contacting Investor Relations at (631) 755-5500.

 

Board
Committee Charters – Each of the Company’s Audit, Compensation and Nominating/ Governance Committees has a written charter
adopted by the Board that establishes practices and procedures for such committee in accordance with applicable corporate governance
rules and regulations. The charters are available on the Company’s website at www.enzo.com and in print by contacting Investor
Relations at (631) 755-5500.

 

Diversity Policy – As part of
the Company’s commitment to improved governance and in connection with the Company’s shareholder engagement program, the Board
adopted a diversity policy in 2019. The Nominating & Governance Committee shall consider diversity in its evaluation of candidates
for Board membership in accordance with this policy. To reflect this policy, the Nominating & Governance Committee seeks to include
diverse candidates in all director searches, taking into account diversity of age, gender, race, culture, business experience, education,
skills, character and judgment, including by affirmatively instructing any search firm retained to assist the Nominating & Governance
Committee in identifying director candidates, to seek to include diverse candidates from traditional and non-traditional candidate groups.

 

Director
Term Limits – The total cumulative length of time an Outside Director may serve on the Board is limited to a maximum of nine one-year
terms, whether consecutively or in total, plus any portion of an earlier term that such Outside Director may have been appointed to serve.
The limit set forth above may be extended for a maximum of three years if such individual is re-nominated by the unanimous agreement
of the Board.

 

Lead
Independent Director Charter – As part of the Company’s ongoing commitment to improved governance and in connection with the
Company’s shareholder engagement program, the Company amended the Lead Independent Director Charter in 2019 to strengthen the duties
of the Lead Independent Director role. The duties of the Lead Independent Director, as set forth in the amended Lead Independent Director
Charter, among other things, are to:

 

	●	develop the agendas for and serve as chairman of the executive sessions of the independent directors of the Company;
	●	serve as principal liaison between the independent directors of the Company and the Chairman of the Board and between the independent directors and senior management;
	●	approve the agendas for Board meetings;
	●	call meetings of the independent directors;
	●	approve the appropriate schedule of Board meetings; advise the Chairman of the Board as to the quality, quantity and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties;
	●	ensure that independent directors have adequate opportunities to meet and discuss issues in executive sessions without management present; if the Chairman of the Board is unable to attend a Board meeting, act as chairman of such Board meeting;

 

 

	●	ensure that he or she may be available for consultation and direct communication with major shareholders, if deemed appropriate, and act as a contact for other interested persons, if other Company spokespersons are not available;
	●	share with other directors, as he or she deems appropriate, letters and other communications and contact that he or she receives;
	●	and perform such other duties as the Board shall from time to time delegate.

 

In
addition, the Lead Independent Director may require information relating to any matter be distributed to the Board. The Lead Independent
Director role was established in October 2005. Currently, there is no Lead Independent Director, as the Board Chair, Mary Tagliaferri,
M.D. is considered an independent director.

 

The
Lead Independent Director Charter, as amended, is available on the Company’s website at www.enzo.com, and in print by contacting
Investor Relations at (631) 755-5500.

 

Director
Independence Requirements

 

The
Board believes that a majority of its members should be independent, non-employee directors. The Board adopted the following “Director
Independence Standards,” which are consistent with criteria established by the NYSE, to assist the Board in making these independence
determinations:

 

No
director can qualify as independent if he or she has a material relationship with the Company outside of his or her service as a director
of the Company. A director is not independent if, within the preceding three years:

 

	●	the director was an employee of the Company;
	●	an immediate family member of the director was an executive officer of the Company;
	●	the director was affiliated with or employed by a present or former internal or external auditor of the Company;
	●	an immediate family member of the director was affiliated with or employed in a professional capacity by a present or former internal or external auditor of the Company;
	●	the director, or an immediate family member of the director, received more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior services (provided such compensation is not contingent in any way on continued service);
	●	the director, or an immediate family member of the director, was employed as an executive officer of another company where any of the Company’s executives served on that company’s compensation committee of the board of directors;
	●	the director was an executive officer or employee, or an immediate family member of the director was an executive officer, of another company that made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year, exceeded the greater of $1 million or two percent (2%) of such other company’s consolidated gross revenues;
	●	the director, or an immediate family member of the director, was an executive officer of another company that was indebted to the Company, or to which the Company was indebted, where the total amount of either company’s indebtedness to the other was five percent (5%) or more of the total consolidated assets of the company he or she served as an executive officer; or
	●	the director, or an immediate family member of the director, was an officer, director or trustee of a charitable organization where the Company’s annual discretionary charitable contributions to the charitable organization exceeded the greater of $1 million or two percent (2%) of that organization’s consolidated gross revenues.

 

The
Board has reviewed all material transactions and relationships among each director, and any member of his or her immediate family, and
the Company, its senior management and its independent auditors. Based on this review and in accordance with its independence standards
outlined above, the Board has affirmatively determined that all of the non-employee directors are independent as such term is defined
by the NYSE.

  

Board
Leadership Structure and Role in Risk Oversight

 

During the fiscal year ended July 31, 2022, Elazar
Rabbani, Ph.D., served as the Company’s Chairman of the Board until January 2022 and Secretary until April 2022, and Chief Executive
Officer until November 2021. In October 2021, the Company announced the appointment of Hamid Erfanian to the position of Chief Executive
Officer, which appointment commenced on November 8, 2021. In January 2022, Mary Tagliaferri, M.D. became Chair of the Board.

 

 

The
Company believes that this structure promotes effective oversight, strengthens our Board’s independent leadership, and supports
our commitment to enhancing shareholder value and strong governance. In addition, appointing Mary Tagliaferri, M.D. as Chair of the Board,
with her deep industry and executive management and board experience, while also appointing a separate Chief Executive Officer is the
best leadership structure for the Company at this time.

 

As
described above, three of the Company’s five directors are independent. In addition, all of the directors on each of the Audit
Committee, Compensation Committee and Nominations and Corporate Governance Committee are independent directors and each of these committees
is led by a committee chair. The committee chairs set the agendas for their committees and report to the full Board. All of the independent
directors are highly accomplished and experienced business people in their respective fields, have demonstrated leadership in significant
enterprises and are familiar with board processes. The Company’s independent directors bring experience, oversight and expertise
from outside the Company and industry. Dr. Rabbani, as the Company’s former Chairman of the Board and former Chief Executive Officer,
brings Company-specific experience and expertise.

 

Additionally,
the Company has had a Lead Independent Director from October 2005 to January 2022, whose duties, among other things, are to approve the
agendas for all Board meetings, call and lead the executive sessions of the independent directors of the Company, be available for engagement
with major shareholders, serve as liaison between the independent directors of the Company on one hand and the Chairman of the Board
and senior management on the other hand, advise the Chairman of the Board as to the quality, quantity and timeliness of the information
submitted by management to the independent directors; and perform such other duties as the Board shall from time to time delegate.

 

While
the Board is responsible for overseeing the Company’s risk management, the Board has delegated many of these functions to the Audit
Committee. Under its charter, the Audit Committee is responsible for discussing the Company’s major financial risk exposures, the
guidelines and policies by which risk assessment and management is undertaken, and the steps management has taken to monitor and control
risk exposure with management and the independent auditors. In addition to the Audit Committee’s work in overseeing risk management,
the full Board regularly engages in discussions regarding the most significant risks that the Company is facing and how those risks are
being managed. The Board also receives risk management updates directly from the Company’s senior management and from the chair
of the Audit Committee. In addition, the Chair of the Board’s extensive knowledge of the Company and experience in the industries
in which we operate uniquely qualifies her to lead the Board in assessing the various risks the Company faces. The Board believes that
the work undertaken by the Audit Committee, the full Board and the Chairman of the Board, enables the Board to effectively oversee the
Company’s risk management function.

 

Board
Nomination Policies and Procedure

 

The Nominating & Governance Committee is responsible
for identifying, evaluating and recommending candidates for election to the Board, with due consideration for recommendations made by
other Board members, the Chief Executive Officer and other sources, including shareholders. The total cumulative length of time that any
“Outside Director” (a member of the Board who is not an officer or employee of the Company) may serve on the Board is limited
to a maximum of nine, one-year terms. The term limit set forth above may be extended for up to a maximum of one additional term if such
individual is renominated by the unanimous agreement of the Board. The Nominating & Governance Committee also considers the appropriate
balance of experience, skills and characteristics desirable among the members of the Board to maintain a diverse Board. The independent
members of the Board review the Nominating & Governance Committee candidates and nominate candidates for election by the Company shareholders.
The Nominating & Governance Committee will consider candidates for election to the Board recommended by shareholders of the Company.
The procedures for submitting shareholder recommendations are explained below under “Shareholder Proposals.”

  

Directors
must also possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests
of all shareholders. Board members are expected to diligently prepare for, attend and participate in Board and applicable committee meetings.
Each Board member is expected to ensure that other existing and future commitments do not materially interfere with the member’s
service as a director.

 

 

The Nominating & Governance Committee also
reviews whether a potential candidate will meet the Company’s independence standards and any other director or committee membership
requirements imposed by law, regulation or NYSE rules.

 

The Nominating & Governance Committee will
consider, among other factors, the following to evaluate recommended nominees:

 

	●	the Board’s current composition, including expertise, diversity, balance of management and non-management directors;
	●	independence and other qualifications required or recommended by applicable laws, rules and regulations (including NYSE requirements) and the Company’s policies and procedures; and
	●	the general qualifications of potential nominees, including, but not limited to: personal integrity, loyalty to the Company and concern for its success and welfare; experience with strategy and policy setting; high-level leadership experience in business; breadth of knowledge about issues affecting the Company; an ability to work effectively with others; sufficient time to devote to the Company; and freedom from conflicts of interest.

 

Director candidates recommended to the Nominating & Governance Committee are subject to full Board approval and subsequent election by the shareholders. The Board is also responsible
for electing directors to fill vacancies on the Board that occur due to retirement, resignation, expansion of the Board or other reasons
between the annual meetings of shareholders. The Nominating & Governance Committee may retain a recruitment firm, from time to time,
to assist in identifying and evaluating director candidates. When a firm is used, the Nominating & Governance Committee provides specified
criteria for director candidates, tailored to the needs of the Board at that time, and pays the firm a fee for these services. Suggestions
for director candidates are also received from Board members, management, shareholders and may be solicited from professional associations
as well.

 

Board
Committees

 

All members of each of the Company’s three
standing committees – Audit, Compensation and Nominating & Governance – are required to meet the Company’s Director Independence
Standards as well as the independent director standards established by NYSE. See below for a description of the responsibilities of the
Board’s standing committees.

 

Executive
Sessions of Non-Management Directors

 

The
Board periodically holds meetings of only the independent directors without management or other board members present.

 

Board
Access to Independent Advisors

 

The
Board as a whole, and each of the Board committees separately, has authority to retain and terminate such independent consultants, counselors
or advisors to the Board as each shall deem necessary or appropriate.

 

Communications
with the Board

 

Direct
Communications – Any interested party desiring to communicate with the Board or with any director regarding the Company may write
to the Board or the Secretary, c/o Office of the Secretary, Enzo Biochem, Inc., 81 Executive Blvd., Suite 3, Farmingdale, New York 11735.
The Office of the Secretary will forward all such communications to the director(s). Interested parties may also submit an email by filling
out the email form on the Company’s website at www.enzo.com. Moreover, any interested party may contact the non-management directors
of the Board by emailing or asking the Board Chair to share information with the non-management members.

 

Annual
Meeting – The Company encourages its directors to attend the annual meeting of shareholders each year. All directors attended the
Annual Meeting of Shareholders held in March 2022.

 

 

Meetings
of the Board and its Committees

 

During the fiscal year ended July 31, 2022, there
were twenty five formal meetings of the Board, and several informal meetings. None of the directors attended less than 75% of the meetings
of the Board (including committee meetings).

   

Currently, the Board has a Nominating & Governance
Committee, an Audit Committee and a Compensation Committee, and since July 2022, the M&A subcommittee. The Board established this
independent subcommittee of the Board to be tasked with oversight of the merger and acquisition process (the “M&A Committee”)
which will report to the broader board. The subcommittee is made up of the three independent Board members: Bradley L. Radoff, Mary Tagliaferri,
M.D. and Ian Walters, M.D.

 

The Nominating & Governance Committee, which
includes a Succession subcommitee had three formal meetings, the Audit Committee had four formal meetings and the Compensation Committee
had six formal meetings. Each of the committees also had informal meetings.

 

The
Audit Committee was established by and among the Board for the purpose of overseeing the accounting and financial reporting processes
of the Company and audits of the financial statements of the Company as defined in Section 3(a)(58)(A) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The Audit Committee is authorized to review proposals of the Company’s auditors
regarding the annual audit, recommend the engagement or discharge of the auditors, review recommendations of such auditors concerning
accounting principles and the adequacy of internal controls and accounting procedures and practices, review the scope of the annual audit,
approve or disapprove each professional service or type of service other than standard auditing services to be provided by the auditors,
and review and discuss the audited financial statements with the auditors. The current members of the Audit Committee are Dr. Walters,
Dr. Tagliaferri and Mr. Radoff.. Mr. Radoff has been the Chair since January 2022. The Board has determined that each of the Audit Committee
members is independent, as defined in the NYSE’s listing standards and applicable SEC Rules. The Board has further determined that
Mr. Radoff is an “audit committee financial expert” as such term is defined under Item 407(d)(5)(ii) of Regulation S-K promulgated
under the Exchange Act, and that each director is financially literate as required under the NYSE listing standards.

 

The
Compensation Committee has the power and authority to (i) establish a general compensation policy for the officers and employees of the
Company, including to establish and at least annually review executive officers’ salaries and non-equity incentive compensation
plan program and levels of officers’ participation in the benefit plans of the Company, (ii) prepare any reports that may be required
by the regulations of the SEC or otherwise relating to officer compensation, (iii) approve any increases in directors’ fees, (iv)
grant stock options and/or other equity instruments authorized by senior executives for non-executive officers and (v) exercise all other
powers of the Board with respect to matters involving the compensation of employees and the employee benefits of the Company as shall
be delegated by the Board to the Compensation Committee. The current members of the Compensation Committee are Mr. Radoff, Dr. Tagliaferri
and Dr. Walters. The Board has determined that each member of the Compensation Committee is independent, as defined in the NYSE listing
standards. Dr. Walters has been the Chair of the Compensation Committee since January 2021.

 

The Nominating & Governance Committee has
the power to recommend to the Board prior to each annual meeting of the shareholders of the Company: (i) the appropriate size and composition
of the Board; and (ii) nominees: (1) for election to the Board for whom the Company should solicit proxies; (2) to serve as proxies in
connection with the annual meeting of shareholders; and (3) for election to all committees of the Board other than the Nominating &
Governance Committee. The Nominating & Governance Committee will consider nominations from the shareholders, provided that they are
made in accordance with the By-Laws. When evaluating prospective director candidates, the Nominating & Governance Committee conducts
individual evaluations against the criteria stated in the Nominating and Corporate Governance guidelines. All director candidates, regardless
of the source of their nomination, are evaluated using the same criteria. The current members of the Nominating & Governance Committee
are Mr. Radoff, Dr. Walters and Dr. Tagliaferri, who has been Chair of the committee since January 2021.

 

 

Executive officers and key employees

 

Set forth below is the name,
age and title of each executive officer and key employee of the Company followed by a summary of each executive’s and key employee’s
background.

 

Name		Age		Year Became an Executive Officer or Key Employee		Position
Hamid Erfanian(1)		53		2021		Chief Executive Officer
Kara Cannon		54		2018		Chief Operating Officer
David Bench(2)		49		2019		Chief Financial Officer
Patricia Eckert(2)		45		2022		Interim Chief Financial Officer
Matthew Kupferberg(3)		57		2022		General Counsel, Secretary
Dieter Schapfel, M.D.		59		2014		Chief Medical Director, Enzo Clinical Labs
Elazar Rabbani, Ph.D.(1)		79		1976		Former Chief Executive Officer and Secretary

 

(1)	Mr. Erfanian started his tenure as our Chief Executive Officer in November 2021.  Dr. Rabbani served as Chief Executive Officer from the Company’s inception in 1976 to November  2021, Secretary from November 2009 to April 2022 and Chairman of the Board from the Company’s inception in 1976 to January 2022.
(2)	Mr. Bench resigned from the Company effective November 14, 2022. Ms. Eckert became interim Chief Financial Officer effective on that date.
(3)	Mr. Kupferberg was hired as General Counsel on August 1, 2022.

 

Biographical Information Regarding Executive Officers
and Key Employees

 

Hamid
Erfanian has been the Company’s Chief Executive Officer since November 2021. Mr. Erfanian has over 28 years of experience
as a seasoned healthcare executive specializing in the diagnostic, medical devices, and life sciences industry. Prior to his appointment
as Chief Executive Officer of the Company, Mr. Erfanian was most recently Chief Commercial Officer of EUROIMMUN, a PerkinElmer Company.
He previously served as Chief Executive Officer of its US subsidiary, a position he held from June 2014 through August 2021. Prior to
EUROIMMUN, Mr. Erfanian held executive and senior positions at several notable diagnostics companies including Diagnostica Stago, Beckman
Coulter, and Abbott Laboratories. Earlier in his career, Mr. Erfanian worked at leading diagnostic laboratory testing companies, Quest
Diagnostics and Laboratory Corporation of America. He received his Bachelor’s Degree in Science and Mathematics from North Dakota
State University and a Masters of Business Administration from the Cox School of Business at Southern Methodist University.

 

KARA CANNON is Chief
Operating Officer and has been employed with the Company since 2011. She is responsible for strategic and tactical marketing, sales, manufacturing
and general management of the operations. Ms. Cannon previously held executive positions at Pall Corporation, where she focused on commercial
operations within the areas of diagnostics, biotechnology and biosciences. She has also held marketing and technical positions at Dynal
Biotech (now ThermoFisher Scientific). She has had extensive experience in the marketing and selling of innovative platforms for the diagnostics
markets, as well as, the development and execution of strategic plans for the growth and sustainability of diagnostic-related businesses.
Ms. Cannon holds a BA from Franklin and Marshall College.

 

PATRICIA
ECKERT is interim Chief Financial Officer and has been employed with the Company since 2017 in various finance roles. Ms. Eckert previously
served as accounting director at Pall Corporation, where she advanced through multiple accounting and finance roles, ultimately managing
a broad team and directly leading all aspects of implementation of the ASC 606 Revenue Recognition standard, overseeing matters relating
to SOX compliance and driving multiple operational and finance cost savings initiatives. Prior to her tenure at Pall Corporation, Ms.
Eckert served as senior accountant at a midsize accounting firm based in New York. She graduated cum laude with a BBA in accounting and
an MBA in finance, both from Hofstra University in Hempstead, NY.

 

MATTHEW KUPFERBERG has been the Company
General Counsel since August 1, 2022. Mr. Kupferberg was most recently General Counsel, Chief Compliance
Officer and Privacy Officer of Digital Medical Technologies, LLC (dba AdhereTech), a medication adherence technology company. His previous
experience includes Health Delegates, LLC, RxEDO, Inc. and DaVita, Inc. At DaVita, he was Assistant General Counsel to DaVita Rx, DaVita’s
pharmacy subsidiary. He also served as Assistant General Counsel at Humana, Inc., a managed health care company that markets and administers
health insurance.  Earlier in his career Mr. Kupferberg worked at the law firms ArentFox Schiff LLP and McDermott, Will & Emery.
He received his B.A. from Binghamton University (Phi Beta Kappa) and his J.D. from Boston College Law School. Mr. Kupferberg is licensed
in the states of New York, New Jersey, and Massachusetts.

 

 

DIETER SCHAPFEL, M.D.
is the Chief Medical director for Enzo Clinical Labs and has been employed with the Company since 2012, initially as a consulting pathologist.
Dr. Schapfel served as Medical Director of Pathology at Southside Hospital–North Shore/Long Island Jewish Health System from 2006
to 2012. He served as a staff pathologist at Huntington Hospital from January 2004 to June 2006. Dr. Schapfel served as director of Pathology
and Medical Affairs and the College of American Pathologists director of Pathology, Dublin, Ireland and Farmingdale, New York for Icon
Laboratories from February 2002 to October 2003. Dr. Schapfel is a graduate of the State University of New York at Stony Brook, College
of Medicine, where he also served his residency. He is a diplomat of the American Board of Pathology with certification in Anatomic and
Clinical Pathology and is also a diplomat of The National Board of Medical Examiners.

  

Code of Business Conduct and Ethics

 

The Company has adopted a Code of Business Conduct
and Ethics (as such term is defined in Item 406 of Regulation S-K). The Code of Business Conduct and Ethics is available on the Company’s
website at www.enzo.com, and in print by contacting Investor Relations at (631) 755-5500. The Code of Business Conduct and Ethics applies
to the Company’s employees, officers and members of the Board. The Code of Business Conduct and Ethics has been designed to deter
wrongdoing and to promote:

 

	●	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
	●	Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company;
	●	Compliance with applicable governmental laws, rules and regulations;
	●	The prompt internal reporting or violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
	●	Accountability for adherence to the Code of Business and Conduct and Ethics.

 

ITEM 11. Executive Compensation.

 

Director Compensation

 

The following table sets forth
the information concerning compensation earned during our fiscal year ended July 31, 2022 by all non-employee Directors:

 

Name		Fees Earned or Paid in Cash				Restricted Stock Unit Awards(1)				Total
Mary Tagliaferri, M.D.		$	95,000			$	200,000			$	295,000
Chair of the Board
Ian B. Walters, M.D.		$	75,000			$	200,000			$	275,000
Director
Elazar Rabbani		$	12,500				—			$	12,500
Director
Bradley L Radoff		$	72,500			$	200,000			$	272,500
Director
Dov Perlysky(2)		$	7,500				—			$	7,500
Lead Independent Director
Rebecca J. Fischer(2)		$	7,500				—			$	7,500
Director

 

(1)	Represents the grant fair value on the respective grant dates for the fiscal year ended July 31, 2022, in accordance with accounting authoritative guidance. The assumptions used in calculating these amounts are set forth in Note 12 to the Company’s consolidated financial statements for the fiscal year ended July 31, 2022, included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2022 filed with the SEC on October 14, 2022.
(2)	Dov Perlysky and Rebecca J. Fischer resigned from the Board in January 2022.

 

 

Compensation of Executive Officers

 

Summary Compensation Table

 

The following table sets forth summary information concerning compensation
awarded to, paid to or earned by each of our named executive officers for each of the fiscal years ended July 31, 2022 and 2021.

 

Name and Principal Position		Year			Salary(1)				Bonus(2)				Stock awards(3)				Option awards(4)				Non-equity incentive plan compensation(5)				All other Compensation(6)				Total
Hamid Erfanian (7)		2022			$	415,385			$	–			$	881,400			$	1,246,000			$	360,000			$	382			$	2,903,167
Chief Executive Officer
Elazar Rabbani, Ph.D. (7)		2022			$	467,650				–				–				–				–			$	2,748,971			$	3,216,621
Former Chief Executive Officer and Secretary		2021			$	611,000				–				–				–				–			$	219,901			$	830,901
Kara Cannon		2022			$	269,731			$	40,000				–			$	294,875			$	140,000			$	24,552			$	769,158
Chief Operating Officer		2021			$	265,000			$	–				–			$	72,131			$	60,000			$	13,552			$	410,683
David Bench (8)		2022			$	279,462			$	55,000				–			$	294,875			$	–			$	21,110			$	650,447
Former Chief Financial Officer, Secretary and Treasurer		2021			$	270,000			$	–				–			$	72,131			$	75,000			$	5,206			$	422,337

 

(1)	Base salaries set as of January 1 each year and reflect any subsequent salary increases.
(2)	Sign on bonus.

 

(3)	Represents the grant date fair value of restricted stock units on November 8, 2021, the date of grant.

 

(4)

Represents the fair market value of incentive stock option awards granted to Named Executive Officers on the date of grant, calculated in accordance with FASB ASC Topic 718 for all awards of stock options granted during the relevant fiscal year. Assumptions used in the calculation of these amounts are included in Note 12 to the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended July 31, 2022.

 

(5)	Represents awards accrued under the Pay for Performance Plan for the years ended July 31, 2022 and 2021.

 

(6)	See the “All Other Compensation” table below for additional information.

 

(7)	Dr. Rabbani served as Chief Executive Officer during our entire fiscal year ended July 31, 2021 and until November 2021 when Mr. Hamid Erfanian started his tenure as our Chief Executive Officer.

 

(8)	David Bench served as Chief Financial Officer during our entire fiscal year ended July 31, 2022 until his resignation on November 14, 2022. Ms. Patricia Eckert became interim Chief Financial Officer effective on that date.

 

 

All Other Compensation

 

The following table contains
information regarding each component of “All Other Compensation” in the Summary Compensation Table to the Named Executive
Officers for the fiscal years ended July 31, 2022 and 2021.

 

Name		Year		401(k)(1)				Life insurance(2) (3)				Medical & disability insurance(4)				Personal use of auto (5)				Severance(6)				Total all other compensation
Hamid Erfanian		2022		$	–			$	382			$	–			$	–			$	–			$	382
Elazar Rabbani, Ph.D.		2022		$	13,000			$	112,808			$	39,878			$	29,453			$	2,553,832			$	2,748,971
		2021		$	13,000			$	105,212			$	78,779			$	22,910				–			$	219,901
Kara Cannon		2022		$	13,000			$	552				–			$	11,000				–			$	24,552
		2021		$	13,000			$	552				–				–				–			$	13,552
David Bench		2022		$	9,750			$	360				–			$	11,000				–			$	21,110
		2021		$	4,846			$	360				–				–				–			$	5,206

 

(1)	Represents Company matches under our 401(k) plan.

 

(2)	Represents premiums of term policies of which the Named Executive Officer or other party is the beneficiary.

 

(3)	Represents the contractual payment for life insurance reimbursement for Dr. Rabbani.

 

(4)	Represents supplemental medical and disability benefits costs.

 

(5)	Represents the personal use of Company-provided auto or car allowance.
(6)	Represents severance paid to Dr. Rabbani for termination of his employment effective April 21, 2022.

 

Employment Agreements

 

Former executives Mr. Barry Weiner and Dr. Elazar
Rabbani (each, an “Executive”) are parties to employment agreements with the Company, effective May 4, 1994, as subsequently
amended (the “Employment Agreements”). Each Executive also receives a non-equity incentive plan bonus – the amount of which
shall be determined by the Compensation Committee and/or the Board based on approved financial and non-financial objectives. Each Employment
Agreement provides that, in the event of termination of employment by the Executive for “good reason,” or a termination of
employment by the Company without “cause”, change in control or nonrenewal, as such terms are defined in the Employment Agreement,
each Executive shall be entitled to receive: (i) a lump sum in an amount equal to three years of the Executive’s base annual salary;
(ii) a lump sum in an amount equal to the annual bonus paid by the Company to the Executive for the last fiscal year of the Company ending
prior to the date of termination multiplied by three; (iii) insurance coverage for the Executive and his dependents, at the same level
and at the same charges to the Executive as immediately prior to his termination, for a period of three (3) years following his termination
from the Company; (iv) all accrued obligations, as defined therein; and (v) with respect to each incentive pay plan (other than stock
option or other equity plans) of the Company in which the Executive participated at the time of termination, an amount equal to the amount
the Executive would have earned if he had continued employment for three additional years. If the Executive is terminated by reason of
his disability, he shall be entitled to receive, for three years after such termination, his base annual salary less any amounts received
under a long-term disability plan. If the Executive’s employment with the Company is terminated by reason of his death, his legal
representatives shall receive the balance of any remuneration due him under the terms of his Employment Agreement. The Employment Agreements
were amended on January 5, 2017 and automatically renewed for successive two-year periods unless notice was given to the Company within
180 days of the end of such successive term.

 

 

Former executives arbitration

 

The Company terminated the employment of
Elazar Rabbani, Ph.D. the Company’s former Chief Executive Officer, effective April 21, 2022.  Dr. Rabbani remains a
board director of the Company. Dr. Rabbani is a party to an employment agreement with the Company, which entitles him to certain
termination benefits, including severance pay, acceleration of vesting of share-based compensation, and continuation of benefits. Based on the terms of his employment agreement, the Company estimated and
accrued a charge of $2,600,000 in fiscal 2022 which is included in Selling, general and administrative expenses. The charge was
partially offset by the reversal of bonus accruals. In May 2022, the Company paid Dr. Rabbani $2,123,000 in accordance with terms of
the employment contract. In July 2022, the Company paid income and other withholding taxes of $1,024,000 related to that payment on
Dr. Rabbani’s behalf, which is included in “prepaid expense and other current assets” as of July 31, 2022, as the
payment is reimbursable from Dr. Rabbani. In July 2022 the Company paid Dr. Rabbani an additional $431,000 in accordance with terms
of the employment contract. Dr. Rabbani disputed the Company’s decision to not award him a bonus for fiscal year 2021 and the
amount of severance that was owed to him under his employment agreement.  On July 8, 2022, the Company filed a demand for
arbitration with the American Arbitration Association (the “AAA”) seeking, among other things, a declaration that the
Company has fully satisfied its contractual obligations to Dr. Rabbani.  On August 4, 2022, Dr. Rabbani filed counterclaims in
the arbitration seeking, among other things, a bonus for fiscal year 2021 and additional severance that he asserts is owed to
him.  The parties have chosen an arbitrator from the AAA’s panel and a hearing is scheduled for June 8-16, 2023.

 

On February 25, 2022, Barry Weiner, the Company’s co-founder
and President, notified the Company that he was terminating his employment as President of the Company for “Good Reason” as
defined in his employment agreement. The Company accepted Mr. Weiner’s termination, effective April 19, 2022 but disagrees with
Mr. Weiner’s assertion regarding “Good Reason.” On July 20, 2022, Mr. Weiner filed a demand for arbitration with the
AAA asserting, among other things, that his annual bonus for fiscal year 2021 was too low and that his resignation (effective April 19,
2022) was for “Good Reason” under the terms of his employment agreement. He seeks, among other things, payment of a higher
2021 bonus, and severance payments and benefits. The parties have chosen an arbitrator from the AAA’s panel and a hearing is scheduled
for July 18-21, and 24, 2023. As of July 31, 2022, the Company has not accrued any charges related to Mr. Weiner’s termination.

 

Hamid Erfanian and Kara Cannon are “at will”
employees but are parties to employment agreements which provide for twelve month severance and payment of an Annual Bonus if termination
occurs subsequent to the conclusion of the fiscal year but prior to the payment of the Annual Bonus to which the fiscal year relates,
if they are terminated by the Company without cause or resign for Good Reason, as defined.  They are also entitled to a Transaction
Bonus in the event of a change in control of the Company or the sale of an operating subsidiary. Also, certain of their equity award agreements
provide for the acceleration of unvested awards after a change of control. Dieter Schapfel, M.D. is an “at will” employee
and not party to any employment agreement.

 

Benefits and All Other Compensation

 

We maintain broad-based benefits that are provided
to all employees, including health and dental insurance, group life insurance and a 401(k) plan. Named Executive Officers and Key Employees
are eligible to participate in our employee benefit plans. The annual Company match for our Named Executive Officers and other employees
is up to $13,000 if over 50 years old, or limited to 50% of the maximum contribution made.

 

Certain of our Named Executive Officers may be
entitled to benefits that are not otherwise available to all of our employees, including supplemental health, life insurance and disability
benefits. We do not provide post-retirement health coverage to our Named Executive Officers or our employees. Our health and insurance
plans are substantially the same among all management levels at the Company. Dr. Rabbani and Mr. Weiner were provided life insurance benefits
in connection with their total compensation arrangements.

 

In particular circumstances, we may provide relocation
allowances when executives first join us. The purpose of this program is to attract talented executives outside our geographic area. Certain
Named Executives Officers and Key Employees are provided use of a Company-owned vehicle for business and personal use or provided a car
allowance.

  

Severance and Change in Control Benefits

 

Hamid Erfanian and Kara Cannon are “at will”
employees but are parties to employment agreements that provide for severance or change of control benefits and have certain equity award
agreements that provide for the acceleration of unvested awards upon a change of control. We have provided more information about these
benefits in the description of the Employment Agreements above.

 

Dieter Schapfel, M.D., Matthew Kupferberg and
Patricia Eckert are “at will” employees and not parties to any agreements with the Company that provides for severance or
change of control benefits other than certain equity award agreements that provide for the acceleration of unvested awards upon a change
of control.

 

Pursuant to Employment Agreements entered into
with Dr. Rabbani and Mr. Weiner, these executives were entitled to specified benefits upon termination of their employment under specified
circumstances, including termination for good reason, termination for cause, and termination following a change of control of our Company
(as defined in each executive’s Employment Agreement). We have provided more information about these benefits in the description
of the Employment Agreements above.

 

 

Outstanding Equity Awards at Fiscal Year End—July
31, 2022

 

The following table sets
forth summary information regarding the outstanding equity awards made to the Named Executive Officers and Key Employees at July 31, 2022.

 

		Options awards														Stock awards
Name		Number of securities underlying unexercised options exercisable				Number of securities underlying unexercised options unexercisable(1)				Option exercise price				Options expiration date		Number of shares or units of stock that have not vested(2)				Market value of shares or units of stock that have not vested(3)				Equity incentive plan awards: Number  of unearned shares, units or other rights that have not vested(4)				Equity incentive plan awards: Market or payout value of Unearned shares, units or other rights that have not vested(5)
Hamid Erfanian			—				700,000			$	3.39			11/8/2026			260,000			$	616,200				—				—
Elazar Rabbani, Ph.D.			90,000				—			$	4.42			7/31/2023			—				—				—				—
			128,000				—			$	2.80			1/3/2024			—				—				—				—
			65,000				—			$	2.20			2/24/2025			—				—				—				—
Kara Cannon			35,000				—			$	4.42			7/31/2023			—				—				—				—
			52,000				—			$	2.80			1/3/2024			—				—				—				—
			55,400				—			$	2.20			2/24/2025			—				—				—				—
			55,400				—			$	2.63			01/11/26			—				—				13,300			$	37,825
			—				87,500			$	3.36			02/11/27			—				—				—				—
			—				87,500			$	2.98			03/24/27			—				—				—				—
David Bench			36,933				18,467			$	2.20			2/24/2025			—				—				—				—
			18,467				36,933			$	2.63			01/11/26			—				—				—				—
			—				87,500			$	3.36			02/11/27			—				—				—				—
			—				87,500			$	2.98			03/24/27			—				—				—				—

 

(1)	Each option award vests in equal amounts on the first, second and third anniversaries of the award which was July 31, 2018 for the options granted at $4.42 per share, January 3, 2019 for the options granted at $2.80 per share, February 24, 2020 for the options granted at $2.20 per share, January 11, 2021 for the options granted at $2.63 per share, and is November 11, 2024 for the options granted at $3.39 per share, February 11, 2025 for the options granted at $3.36 per share, and March 24, 2025 for the options granted at $2.98 per share. For Dr. Rabbani, options vested in equal amounts on the first and second anniversary dates and are fully vested.
(2)	The number of unearned restricted stock units (“RSUs”) in this column is based on awards made during the 2022 fiscal year awarded to Mr. Erfanian on November 11, 2021 as part of his employment agreement.  They vest in equal amounts on the first, second and third anniversaries of the award.

 

(3)	Calculated using the closing market price of the Common Stock on July 31, 2021 of $2.37 per share.

 

(4)	Represents PSUs granted on February 24, 2020 that will vest, subject to the achievement of the Company’s Revenue and Adjusted EBITDA  performance goals for the fiscal years 2020-2023 performance period, on October 19, 2023, the third anniversary of the grant measurement date.

 

(5)	Calculated using the closing market price of the Common Stock on July 31, 2022 of $2.36 per share on a maximum performance basis and after applying the minimum relative total shareholder return (TSR) modifier.

 

 

ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

 

Beneficial Ownership of Principal Shareholders and Management

 

Set forth below is information, as of November
23, 2022 concerning stock ownership of all persons known by the Company to own beneficially 5% or more of the shares of Common Stock of
the Company, the executive officers named in the “Summary Compensation Table” as “Named Executive Officers,” all
current directors, and all current directors, executive officers and key employees of the Company as a group, based upon the number of
outstanding shares of Common Stock as of the close of business on November 23, 2022.

 

The percentages in the “Percent of Class”
column are calculated in accordance with the rules of the SEC, under which a person may be deemed to be the beneficial owner of shares
if that person has or shares the power to vote or dispose of those shares or has the right to acquire beneficial ownership of those shares
within 60 days (for example, through the exercise of an option or warrant). The shares shown in the table as beneficially owned by certain
individuals may include shares owned by certain members of their respective families. Because of these rules, more than one person may
be deemed to be the beneficial owner of the same shares. The inclusion of the shares shown in the table is not necessarily an admission
of beneficial ownership of those shares by the person indicated. Except as otherwise indicated, each of the persons named has sole voting
and investment power with respect to the shares shown.

 

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership(1)				Percent of Class(2)
Common Stock		Elazar Rabbani, Ph.D.			2,268,434	(3)			4.6	%
Common Stock		Hamid Erfanian			334,600	(4)			*	%
Common Stock		Kara Cannon			198,581	(5)			*
Common Stock		David Bench			47,071	(6)			*
Common Stock		Bradley L. Radoff			4,624,663	(7)			9.3	%
Common Stock		Mary Tagliaferri, M.D.			25,700	(8)			*
Common Stock		Ian B. Walters, M.D.			25,700	(9)			*
Common Stock		Harbert Management Corp			5,175,913	(10)			10.6	%
Common Stock		Renaissance Technologies, LLC			2,909,664	(11)			6.0	%
Common Stock		James G. Wolf			4,168,500	(12)			8.6	%
Common Stock		All directors, executive officers and key employees as a group (10 persons)			7,736,691	(13)			15.5	%

  

*	Represents beneficial ownership of less than 1%.

 

(1)	Except as otherwise noted in the footnotes to the table, all shares of Common Stock are beneficially owned and the sole investment and voting power is held by the persons named, and such persons’ address is c/o Enzo Biochem, Inc., 81 Executive Blvd., Suite 3 Farmingdale, NY 11735.
(2)	For directors, executive officers and key employees, based upon 48,720,454 shares of Common Stock of the Company considered outstanding as of the close of business on November 23, 2022. Common Stock not outstanding but deemed beneficially owned by virtue of the right of an individual to acquire shares within 60 days from November 23, 2022 is treated as outstanding when determining the amount and percentage of Common Stock owned by directors and executive officers individually and as a group.
(3)	Includes (i) 348,100 shares of Common Stock issuable upon the exercise of options which are exercisable within 60 days from November 23, 2022, (ii) 5,308 shares of Common Stock held in the name of Dr. Rabbani as custodian for certain of his children, (iii) 18,794 shares of Common Stock held in the name of Dr. Rabbani’s wife as custodian for certain of their children, and (iv) 46,664 shares of Common Stock held in the Company’s 401(k) plan.
(4)	Includes (i) 233,333 shares of Common Stock issuable upon the exercise of options which are exercisable within 60 days from November 23, 2022, and (ii) 86,667 shares of Common Stock vested but not yet issued under Mr. Erfanian’ s restricted stock unit award made November 8, 2021.

 

 

(5)	Includes (i) 160,867 shares of Common Stock issuable upon the exercise of options which are exercisable within 60 days from November 23, 2022, (ii) 12,600 shares of common stock earned for performance but not yet issued, and (iii) 25,114 shares of Common Stock held in the Company’s 401(k) plan.
(6)	Includes 36,933 shares of Common Stock issuable upon the exercise of vested options which are exercisable within 60 days from November 23, 2022.  Mr. Bench resigned effective November 14, 2022.
(7)	Includes 430,000 shares of Common Stock held by The Radoff Family Foundation of which Mr. Radoff is deemed to be the beneficial owner. The address of Bradley L. Radoff is 2727 Kirby Drive Unit 29L Houston, Texas 77098.
(8)	Includes 25,700 shares of Common Stock issuable upon the exercise of options which are exercisable within 60 days from November 23, 2022.
(9)	Includes 25,700 shares of Common Stock issuable upon the exercise of options which are exercisable within 60 days from November 23, 2022.
(10)	The address of Harbert Management Corp. is 2100 Third Avenue North, Suite 600, Birmingham, AL 35203. This information is based solely on a Schedule 13F filed for the period ended September 30, 2022.
(11)	The address of Renaissance Technologies, LLC is 800 Third Avenue, New York, NY 10022. This information is based solely on a Schedule 13F filed for the period ended September 30, 2022.
(12)	The address of James G. Wolf is 105, Flyway Drive, Kiawah Island, SC 29455. This information is based solely on a Schedule 13D/A filed on November 23, 2022.
(13)	Includes 956,834 shares of Common Stock issuable upon the exercise of options which are exercisable within 60 days from November 23, 2022.

 

Securities Authorized for Issuance Under Equity
Compensation Plans

 

The following table sets forth information regarding our existing equity
compensation plans as of July 31, 2022:

 

Plan category		(A) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)				(B) Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A))(2)
Equity compensation plans approved by security holders			4,563,270			$	2.98				4,121,000
Equity compensation plans not approved by security holders			–				–				–
Total			4,563,270			$	2.98				4,121,000

 

(1)

Shares to be issued upon exercise of options or vesting of restricted stock unit awards and performance stock unit awards under the 2011 Incentive Plan.

 

(2)

Shares available for awards or grants under the 2011 Incentive Plan.

 

 

ITEM 13. Certain Relationships and Related
Transactions, and Director Independence.

 

Certain Relationships and Related Transactions

 

It is the responsibility of the Nominating &
Governance Committee to consider questions of possible conflicts of interest of directors and of the Company’s senior executives,
which includes the consideration of all transactions required to be disclosed pursuant to the SEC’s related person disclosure requirements.
In addition, the Board has a Related Persons Policy which states that all related person transactions shall be in the best interests of
the Company and, unless different terms are specifically approved or ratified by disinterested members of the Board, must be on terms
that are (i) no less favorable to the Company than would be obtained in a similar transaction with an unaffiliated third party under the
same or similar circumstances, or (ii) generally available to substantially all employees of the Company. In addition, if any non-material
or material related person transaction relates to any executive officer or director, it must be reviewed by the Nominating & Governance
Committee who shall determine whether the transaction is in compliance with the Company’s Related Person Policy.

 

Enzo Clinical Labs, Inc., a subsidiary of the
Company (“Enzo Lab”), leases a facility located in Farmingdale, New York from Pari Management Corporation (“Pari”).
Pari is owned equally by Elazar Rabbani, Ph.D., the former Chairman and Secretary of the Company and a current director; Shahram K. Rabbani,
a former officer and former director of the Company; and Barry Weiner, the former President and Treasurer of the Company, and his wife.
The lease originally commenced on December 20, 1989, was amended and extended in October 2015 and now terminates on March 31, 2027. During
the fiscal year ended July 31, 2022, Enzo Labs paid approximately $1,867,000 to Pari with respect to such facility and future payments
are subject to cost of living adjustments.

 

The non-interested members of the Board, at the
time of the execution of the lease reviewed and approved the transaction in accordance with the Company’s procedures for reviewing
related party transactions. The Nominating & Governance Committee obtained a third-party appraisal to determine the value of the lease.
Based on that appraisal, the Company, which has guaranteed Enzo Lab’s obligations to Pari under the lease, believed that the existing
lease terms were as favorable to the Company as it would be to an unaffiliated party.

 

Director Independence

 

The Board believes that a majority of its members
are independent non-employee directors and meet the “Director Independence Standards” that the Company has adopted, which
are set forth on Appendix A attached hereto. The Board has determined that each member of the Compensation and Nominating Committees is
independent, as defined in the NYSE listing standards. The Board has determined that each of the Audit Committee members is independent,
as defined in the NYSE’s listing standards and applicable SEC Rules. The Board has further determined that Mr. Radoff is an “audit
committee financial expert” as such term is defined under Item 407(d)(5)(ii) of Regulation S-K promulgated under the Exchange Act,
and that each director is financially literate as required under the NYSE listing standards.

 

 

ITEM 14. Principal Accounting Fees and Services.

 

Principal Accountant Fees and Services

 

EisnerAmper billed the Company for services for
fiscal 2022 and 2021, as set forth in the table below. The fees listed are aggregate fees for services performed for the year—regardless
of when the fee was actually billed and paid.

 

		FY 2022				FY 2021
Audit Fees		$	590,000			$	505,000
Audit-related Fees			67,000				95,900
Tax Fees			–				–
All Other Fees			–				–
Total		$	657,000			$	600,900

 

Audit Fees—Consists of fees for professional
services necessary to perform an audit or review in accordance with the Public Company Accounting Oversight Board, including services
rendered for the audit of our annual financial statements (including services incurred with rendering an opinion under Section 404 of
the Sarbanes-Oxley Act of 2002) and quarterly reviews of the Company’s interim financial statement.

 

Audit-Related Fees—EisnerAmper performed
certain Audit services for an employee benefit plan for the years ended December 31, 2021 and 2020, for which the Company is the plan
sponsor; these fees were $43,000 and $41,600, respectively. EisnerAmper performed other Audit-Related services during the fiscal year
ended July 31, 2022 and 2021; the fees for these services were $4,000 and $54,000, respectively.

 

Tax Fees—There were no tax fees for
fiscal years 2022 and 2021.

 

All Other Fees—There were no other
fees for fiscal years 2022 and 2021.

 

Pre-Approval Policies and Procedures—The
Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services and other services performed
by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined
audit and non-audit services.

 

Unless the specific service has been previously
pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged
to perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority to approve permitted services, provided
that the Chair reports any decisions to the Audit Committee at its next scheduled meeting.

  

 

Part IV

 

Exhibit 15. Exhibit, Financial Statement Schedules

 

(a) The following documents are filed as part of this report:

 

3. Exhibits:

 

The exhibits listed in the exhibit index of the
original Form 10-K filing which was filed with the SEC on October 14, 2022, and the exhibits listed in the exhibit index of this Amendment
are filed with, or incorporated by reference in, this report.

 

EXHIBIT INDEX

 

 

 

 

Appendix A

 

Independent Directors – The Board believes that a majority
of its members should be independent, non-employee directors. The Board adopted the following “Director Independence Standards,”
which are consistent with criteria established by the NYSE, to assist the Board in making these independence determinations:

 

No director can qualify as independent if he or
she has a material relationship with the Company outside of his or her service as a director of the Company. A director is not independent
if, within the preceding three years:

 

	●	The director was an employee of the Company;
	●	An immediate family member of the director was an executive officer of the Company;
	●	A director was affiliated with or employed by a present or former internal or external auditor of the Company;
	●	An immediate family member of a director was affiliated with or employed in a professional capacity by a present or former internal or external auditor of the Company;
	●	A director, or an immediate family member of the director, received more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior services (provided such compensation is not contingent in any way on continued service);
	●	The director, or an immediate family member of the director, was employed as an executive officer of another company where any of the Company’s executives served on that company’s compensation committee of the board of directors;
	●	The director was an executive officer or employee, or an immediate family member of the director was an executive officer, of another company that made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year, exceeded the greater of $1 million or two percent (2%) of such other company’s consolidated gross revenues;
	●	The director, or an immediate family member of the director, was an executive officer of another company that was indebted to the Company, or to which the Company was indebted, where the total amount of either company’s indebtedness to the other was five percent (5%) or more of the total consolidated assets of the Company he or she served as an executive officer; or
	●	The director, or an immediate family member of the director, was an officer, director or trustee of a charitable organization where the Company’s annual discretionary charitable contributions to the charitable organization exceeded the greater of $1 million or two percent (2%) of that organization’s consolidated gross revenues.

 

The Board has reviewed all material transactions and relationships
among each director, and any member of his or her immediate family, and the Company, its senior management and its independent auditors.
Based on this review and in accordance with its independence standards outlined above, the Board has affirmatively determined that all
of the non-employee directors are independent as such term is defined by the NYSE.

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 

	ENZO BIOCHEM, INC.
Date: November 25, 2022	/s/ Patricia Eckert
	Interim Chief Financial Officer (Principal Accounting Officer)

 

Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 

By:	/s/ Hamid Erfanian		November 25, 2022
	Hamid Erfanian
	Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Patricia Eckert		November 25, 2022
	Patricia Eckert
	Interim Chief Financial Officer,
	(Principal Accounting Officer)
By:	/s/ Mary Tagliaferri, M.D.		November 25, 2022
	Mary Tagliaferri, M.D.
	Chair of the Board
By:
	Elazar Rabbani, Ph.D., Director
By:	/s/ Bradley L. Radoff		November 25, 2022
	Bradley L. Radoff, Director
By:	/s/ Ian B. Walters, M.D.		November 25, 2022
	Ian B. Walters, M.D., Director

 

 

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