ENZO BIOCHEM INC: M&A transaction — Enzo Biochem completes merger with Bethpage Parent; stockholders to receive $0.70/share

ENZO BIOCHEM INC

Merger closed August 20, 2025; each share converted to $0.70 cash per the Merger Agreement.
Shares ceased trading on OTCQX; company to file Form 15 to deregister and suspend SEC reporting.
Directors Pully, Radoff, Couchman, and Cannon resigned at the effective time.
Certificate of incorporation and bylaws were amended and restated in connection with the merger.

item 2.01 item 1.01 item 3.01 item 3.03 item 5.03 item 5.01 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ENZO BIOCHEM INC: Bylaws amended and restated in connection with merger.

Change: bylaw amendment

Exact text from the filing

the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated, in accordance with the Merger Agreement and the NYBCL, to be in the form of the bylaws attached as Exhibit 3.2 hereto

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ENZO BIOCHEM INC: Certificate of incorporation amended and restated in connection with merger.

Change: charter amendment

Exact text from the filing

the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated, in accordance with the Merger Agreement and the New York Business Corporation Law (the “NYBCL”), to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ENZO BIOCHEM INC underwent a change of control involving Bethpage Parent, Inc. (closed 2025-08-20).

Action: change of control
Counterparty: Bethpage Parent, Inc.
Closing: 2025-08-20

Exact text from the filing

On August 20, 2025 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

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Source: SEC EDGAR

accession 0001213900-25-078736

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