SC 13D/A 1 ea132349-13da9roumell_enzo.htm AMENDMENT NO. 9 TO SCHEDULE 13D
Enzo Biochem, Inc.
SC 13D/A on 12/29/2020   Download
SEC Document
SEC Filing

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 9)

 

Enzo Biochem, Inc.
(Name of Issuer)

 

Common Stock
(Title of Class of Securities)

 

294100102
(CUSIP Number)

 

James C. Roumell

Roumell Asset Management, LLC

2 Wisconsin Circle, Suite 640

Chevy Chase, MD 20815

(301) 656-8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 28, 2020
(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Instructions).

 

 

 

 

 

 

CUSIP No.: 294100102

 

1

Name of Reporting Person

Roumell Asset Management, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

52-2145132

2

Check the Appropriate Box if a Member of a Group

 

☐ (a)

☐ (b)

3

SEC Use Only

 

 

4

Source of Funds

 

OO

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

Maryland

Number of Shares
Beneficially
Owned by Each
Reporting Person
with
7

Sole Voting Power

 

2,702,559 (1)

8

Shared Voting Power

 

66,920 (2)

9

Sole Dispositive Power

 

2,702,559 (1)

10

Shared Dispositive Power

 

66,920 (2)

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,769,479

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

5.8%

14

Type of Reporting Person

 

IA

 

 

(1)These shares are deemed to be owned beneficially by RAM solely as a result of its discretionary power over such shares as investment adviser to the Roumell Opportunistic Value Fund (the “Fund”).

 

(2)These shares are deemed to be owned beneficially by RAM solely as a result of its discretionary power over such shares as investment adviser to its clients.

 

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CUSIP No.: 294100102

 

1

Name of Reporting Person

James C. Roumell

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

2

Check the Appropriate Box if a Member of a Group

 

☐ (a)

☐ (b)

3

SEC Use Only

 

 

4

Source of Funds

 

PF

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

United States

Number of Shares
Beneficially
Owned by Each
Reporting Person
with
7

Sole Voting Power

 

2,702,559 (1)

8

Shared Voting Power

 

66,920 (2)

9

Sole Dispositive Power

 

2,702,559 (1)

10

Shared Dispositive Power

 

66,920 (2)

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,769,479

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

5.8%

14

Type of Reporting Person

 

IN

 

 

(1)Includes 2,702,559 shares of Common Stock held by the Fund. Mr. Roumell is President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Mr. Roumell could be deemed the beneficial owner of the shares beneficially owned by the Fund.

 

(2)These shares are deemed to be owned beneficially by RAM solely as a result of its discretionary power over such shares as investment adviser to its clients. Mr. Roumell is President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Mr. Roumell could be deemed the beneficial owner of the shares beneficially owned by RAM.

 

3

 

 

CUSIP No.: 294100102

 

1

Name of Reporting Person

Matthew M. Loar

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

2

Check the Appropriate Box if a Member of a Group

 

☐ (a)

☐ (b)

3

SEC Use Only

 

 

4

Source of Funds

 

 

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

USA

Number of Shares
Beneficially
Owned by Each
Reporting Person
with
7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

0%

14

Type of Reporting Person

 

IN

 

4

 

 

CUSIP No.: 294100102

 

1

Name of Reporting Person

Edward Terino

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

2

Check the Appropriate Box if a Member of a Group

 

☐ (a)

☐ (b)

3

SEC Use Only

 

 

4

Source of Funds

 

 

5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization

 

USA

Number of Shares
Beneficially
Owned by Each
Reporting Person
with
7

Sole Voting Power

 

0

8

Shared Voting Power

 

0

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

13

Percent of Class Represented by Amount in Row (11)

 

0%

14

Type of Reporting Person

 

IN

 

5

 

 

CUSIP No.: 294100102

 

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends, supplements and to the extent inconsistent with, supersedes the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 27, 2020, as amended by Amendment No. 1 filed with the SEC on December 4, 2020, Amendment No. 2 filed with the SEC on December 7, 2020, Amendment No. 3 filed with the SEC on December 8, 2020, Amendment No. 4 filed with the SEC on December 14, 2020, Amendment No. 5 filed with the SEC on December 18, 2020, Amendment No. 6 filed with the SEC on December 21, 2020, Amendment No. 7 filed with the SEC on December 22, 2020, and Amendment No. 8 filed with the SEC on December 23, 2020 (as amended, the “Schedule 13D”).  

 

ITEM 4.PURPOSE OF TRANSACTION:

 

Item 4 is hereby amended and supplemented as follows:

 

On December 28, 2020, the Issuer issued a press release announcing that the Compensation Committee of the Board (the “Compensation Committee”) would award Common Stock to each of Dr. Rabbani and Mr. Weiner in lieu of their previously-announced cash bonuses. In addition, the Compensation Committee announced it would be reconstituted after the Annual Meeting to include Drs. Mary Tagliaferri and Ian Walters, who have also agreed that either of them would be willing to serve as Chair of the Compensation Committee if elected. RAM believes this to be a purely reactive, last-minute and incomplete attempt on the part of the Issuer to “address” decades of outsized compensation for woeful performance by Dr. Rabbani and Mr. Weiner. RAM also believes that the dilutive effect of these equity bonuses on shareholders is particularly offensive, as it places greater control in the hands of Dr. Rabbani and Mr. Weiner, who have destroyed so much shareholder value over the past several decades. The Issuer’s swift change in bonus compensation demonstrates what RAM believes to be an example of the “check-the-box” approach persistently taken by the Issuer in regards to corporate governance matters. The Issuer has not released any information regarding how the decision to award Common Stock in lieu of previously-announced cash bonuses to Dr. Rabbani and Mr. Weiner came about. Did the Board or Compensation Committee perform any independent benchmarking against bonus compensation for peer companies of the Issuer? Or did Dr. Rabbani and Mr. Weiner yet again force their decisions on a complicit Board?

 

The Issuer has still not released any shareholder feedback it received regarding the abysmally low level of support the advisory vote on the Issuer’s named executive officer compensation (commonly referred to as “say-on-pay”) received at the 2019 annual meeting of shareholders (the “2019 Annual Meeting”). To date, there continue to be no publicly-disclosed metrics tying bonus compensation to performance, regardless of whether such bonus compensation be in equity or cash. Instead, the Issuer omitted the Compensation Discussion and Analysis section in the Issuer’s “definitive” proxy statement filed with the SEC in connection with the Annual Meeting, stating that as a “smaller reporting company”, it is not required to include such section. This appears to be a further tactic of the Issuer to limit the publicly available information related to executive compensation and restrict shareholder oversight.

 

As further described in RAM’s definitive proxy materials, the Issuer has continued to severely underperform, and RAM cannot fathom how the Compensation Committee could approve any bonus, whether equity or cash, nor how any recently-appointed Board members could countenance these practices.

 

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CUSIP No.: 294100102

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

December 29, 2020 James C. Roumell
   
  By: /s/ James C. Roumell, by Craig L. Lukin, attorney-in-fact,
    pursuant to a Power of Attorney previously filed
  Name: James C. Roumell
     
December 29, 2020 Roumell Asset Management, LLC
     
  By: /s/ James C. Roumell, by Craig L. Lukin, attorney-in-fact,
    pursuant to a Power of Attorney previously filed
  Name: James C. Roumell
  Title: President
     
December 29, 2020 Matthew M. Loar
   
  By: /s/ Matthew M. Loar
  Name: Matthew M. Loar
     
December 29, 2020 Edward Terino
   
  By: /s/ Edward Terino
  Name: Edward Terino

 

 

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