{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-078736","form_type":"8-K","ticker":null,"cik":"0000316253","company_name":"ENZO BIOCHEM INC","filed_at":"2025-08-20T23:59:59+00:00","discovered_at":"2026-05-14T18:02:46.036415+00:00","generated_at":"2026-05-17T11:15:44.079702+00:00","sec_items":["2.01","1.01","3.01","3.03","5.03","5.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Enzo Biochem completes merger with Bethpage Parent; stockholders to receive $0.70/share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-078736","json":"https://secwatch.observer/filing/0001213900-25-078736.json","markdown":"https://secwatch.observer/filing/0001213900-25-078736.md","text":"https://secwatch.observer/filing/0001213900-25-078736.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/316253/000121390025078736/0001213900-25-078736-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/316253/000121390025078736/ea0253697-8k_enzo.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T11:15:44.079702+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d370d784e80a052f649604adbde44090b6e1bc74","claim":"ENZO BIOCHEM INC: Bylaws amended and restated in connection with merger.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/316253/000121390025078736/0001213900-25-078736-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"f510373a1a8a789c85693143358576a038822f2d","claim":"ENZO BIOCHEM INC: Certificate of incorporation amended and restated in connection with merger.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/316253/000121390025078736/0001213900-25-078736-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"93de5126b338cff6180a75b152a16ce675dbe976","claim":"ENZO BIOCHEM INC underwent a change of control involving Bethpage Parent, Inc. (closed 2025-08-20).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/316253/000121390025078736/0001213900-25-078736-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Bethpage Parent, Inc."},{"label":"Closing","value":"2025-08-20"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}