SEC Form SC 13D/A filed by Enzo Biochem Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 4)

ENZO BIOCHEM, INC.

(Name of Issuer)

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

(Continued on following pages)

EXPLANATORY NOTE

This Amendment No. 4 (this "Amendment") amends certain items of the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by James G. Wolf (the “Reporting Person”) on October 1, 2021, as amended by Amendment No. 1 filed with the SEC on November 15, 2021, Amendment No. 2 filed with the SEC on October 26, 2022 and Amendment No. 3 filed with the SEC on November 23, 2022 (as amended to the date of this Amendment, the “Original 13D”). Except as set forth below, all previous Items are unchanged.

Item 1. Security and Issuer

The class of equity securities to which this Schedule 13D relates is the Common Stock, $0.01 par value, (the "Common Stock") of Enzo Biochem, Inc., a New York corporation (the "Issuer"). The principal executive offices of the Issuer are located at 81 Executive Blvd., Suite 3, Farmingdale, New York 11735.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration.

The cash used to acquire the common equity shares held as of the date of this filing (excluding any cost of call options or income receive from put options) totaled $14,016,159 The cash used to acquire the call options outstanding as of the date of this filing totaled $87,819. All funds was sourced from the personal funds of the Reporting Person, along with additional funds of $128,910 received from the sale of put options by the Reporting Person, and with respect to the securities held by the Reporting Person’s family members in which the Reporting Person maintains voting and dispositive power over through a power of attorney, from the personal funds of such family members.

Item 4. Purpose of Transaction.

Except as described herein, all Common Stock and derivative securities with respect to Common Stock have been acquired by the Reporting Person for investment purposes. The Reporting Person has no plan or proposal which relates to or would result in any of the actions or transactions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, except that the Reporting Person, has in the past and, may nominate himself for election as a director of the Company at the next annual meeting of shareholders if he is not nominated or approved by the Board of Directors.

Item 5. Interest in Securities of the Issuer.

(a)-(b). Consists of (i) 4,078,200 shares of Common Stock of the Issuer held by Mr. Wolf directly, (ii) 116,000 shares held in qualified retirement accounts in the name, and for the benefit of, Mr. Wolf, (iii) 22,000 shares held in a qualified retirement account in the name, and for the benefit, of Mr. Wolf’s spouse; (iv) 110,000 shares held directly by Mr. Wolf’s sibling, (v) 170,500 shares held directly by three of Mr. Wolf’s children, (vi) 190,000 shares held by a charitable organization qualified under 501(c)(3) controlled by Mr. Wolf and (vii) 255,700 shares that Mr. Wolf has the right to purchase under certain long call options that are exercisable currently. Mr. Wolf has dispositive and voting control over the Common Stock contained in his spouse’s retirement account, and Mr. Wolf maintains a power of attorney granted by Mr. Wolf’s sibling and three children with respect their respective shares, including voting and dispositive power over the shares. Consequently, Mr. Wolf may be deemed to share voting and dispositive control over the Common Stock held by Mr. Wolf’s spouse, sibling and three children and thus to share beneficial ownership of such securities. Mr. Wolf has no pecuniary interest in such shares of Common Stock and disclaims beneficial ownership of the securities held by his spouse, sibling, three children and charitable foundation.

Items 7-11, inclusive, set forth on the cover page to this Schedule 13D are hereby incorporated by reference in this Item 5.

(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Person since August 2, 2022. All such transactions were effected in the open market.

(d) The right to receive dividends and to receive the proceeds of the sale of the securities is held, as to 470,500 of the shares, by persons other than the Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person named in Item 2 hereof and any person with respect to any securities of the Company, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, except as follows:

The Reporting Person owns 2,557 exchange-listed American-style call options to purchase 255,700 shares of the Common Stock. The options expire in April 2023 and have strike prices ranging from $2.50 to $7.50.

The Reporting Person has sold 1,413 exchange-listed, American-style put options pursuant to which a total of 141,300 shares of the Common Stock may be sold to him. The options expire in April 2023 and have an exercise price of $2.50

Item 7. Material to be Filed as Exhibits.

None.

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.

SCHEDULE A

Transactions in the Securities of the Issuer Since August 2, 2022

All Transactions were made in the open market.

Unless otherwise indicated, the transactions below were made by, and for the benefit of, the Reporting Person directly.