Roumell Asset Management reduced its stake to below 5% in Enzo Biochem (ENZ)

Market Cap: $145 million | Enzo Biochem (ENZ) is a pioneer in molecular diagnostics, leading the convergence of clinical laboratories, life sciences and intellectual property through the development of unique diagnostic platform technologies that provide numerous advantages over previous standards                                                      

(a) Harbert Discovery Fund:

In February 2020, Harbert Discovery Fund secured two board seats after winning a proxy campaign. In September 2020, the fund called for the immediate resignation of the CEO after two of Harbert's nominees resigned abruptly. In January 2021, Harbert Discovery Fund sent a letter to the board's independent members, stating that they voted against the re-election of Dr. Rabbani and the company’s other nominees. The letter further expressed disappointment that the company did not address a series of questions that were submitted to the company in advance of the 2020 annual meeting of shareholders. Later, the company announced that Dr. Rabbani did not receive a majority of the votes cast and tendered his resignation to the board. The board announced that it is yet to accept the resignation and will wait for 90 days to decide on this.

On March 16, 2021 Harbert Discovery Fund (10.73%) sent a letter to the Board calling on them to pursue strategic alternatives and enter into discussions with potential acquirers. The letter also expressed disappointment in the Board’s apparent decision to not accept Dr. Rabbani’s resignation.

On October 27, 2021, Harbert Discovery Fund (10.68%) sent a letter (refer Exhibit 12) to the independent members of the Board, urging them (i) to make corporate governance changes that ensure newly appointed CEO, Hamid Erfanian, will have the authority to manage the business without interference from Dr. Rabbani; and (ii) to fulfill his or her fiduciary duties and represent the interests of all shareholders. 

(b) Roumell Asset Management:

In November 2020, in a surprising move, Roumell Asset Management ("RAM") nominated two director candidates for election to the board at the 2021 AGM. The company rejected the nomination letter. On January 5, 2021, RAM issued a press release announcing the annual meeting's preliminary results. Based on a preliminary tally, Dr. Rabbani received over 55% of the voting shares against his re-election. On January 14, 2021, RAM delivered a letter to two non-executive independent directors of the company, requesting the opportunity to discuss the voting results of the annual meeting and the nominees and RAM’s other business proposals.

On May 5, 2021, RAM delivered a letter to the non-executive independent directors of the company stating his belief that by refusing to accept the resignation of Dr. Elazar Rabbani, an incumbent director who failed to receive a majority of the votes cast at the AGM held on January 4, 2021, the members of the Board acted against the will of the shareholders and did not fulfill their duties as stewards of shareholder interests. The May 5 Letter also urged the company to begin providing more timely updates on the initiatives previously started, including hiring executive search firm Korn Ferry to identify CEO candidates, hiring the former CEO of LabCorp, Gary M. Huff, as the Board’s strategic consultant, and hiring a financial advisor to evaluate strategic alternatives.

On September 29, 2021, RAM (6%) delivered a letter to the company nominating a slate of two director candidates, consisting of Mr. Terino and Ms. Meline for election to the Board at the upcoming AGM and submitting one precatory business proposal requesting that the Board take all necessary steps in its power to declassify the Board. Source

On March 25, 2022, Roumell Asset Management reduced its stake to 4.98%.

 (c) James G. Wolf

 On October 1, 2021, James G. Wolf stated that he may nominate himself for election as a director of the Company at the next AGM  if he is not nominated by the Board  Source

On November 15, 2021, James G. Wolf (6.73%) reiterated that he may nominate himself to the Board. Source

 (b) Bradley L. Radoff

 On October 6, 2021, Mr. Radoff (6.4%) announced that he has nominated himself and Lorrie A. Carr for election to the Board at the 2021 AGM. He stated his belief that the company desperately needs to improve its corporate governance practices and refresh the Board in order to generate shareholder value. Mr. Radoff  stated that not only has the incumbent Board overseen drastic Share price underperformance, it has routinely disregarded the will of shareholders, including by failing to accept the resignation of Dr. Elazar Rabbani following his failure to receive a majority of the votes cast at the 2020 AGM despite the company’s majority voting standard in uncontested elections. Source

On October 19, 2021, Mr. Radoff issued an open letter to Dr. Mary Tagliaferri and Dr. Ian B. Walters, who joined the Board in November 2020. Mr. Radoff urges to consider the following; (i) The Board needs to take swift action to prevent Dr. Rabbani from perpetually controlling the Company, as if it is his own private fiefdom, (ii) The Board needs to transparently update shareholders on its months-long strategic review, (iii) The Board should pursue a negotiated resolution with shareholders who have nominated director candidates, rather than force another costly contested election.

On October 22, 2021, Mr. Radoff increased his stake to 7.5%

On November 19, 2021, Mr. Radoff (6.4%) filed proxy materials nominating two director nominees to the Board.

On December 2, 2021, Mr. Radoff filed proxy materials seeking support for his nominees.

On December 27, 2021, Mr. Radoff increased his stake to 8.9%

On January 3, 2022, Bradley L. Radoff entered into a Cooperation Agreement with the company. Pursuant to the Cooperation Agreement, the company agreed to immediately appoint Hamid Erfanian and Mr. Radoff to the Board as Class I directors with terms expiring at the upcoming 2021 AGM, whereat they will be nominated for re-election, in place of Dov Perlysky and Rebecca Fischer, who each resigned from the Board on January 3, 2022. Mr. Radoff was also appointed as the Chairman of the Audit Committee and as a member of the Nominating/ Governance Committee and Compensation Committee. In addition, at the 2021 Annual Meeting the company will propose an amendment to its Charter and seek shareholder approval to declassify the Board such that, if passed, directors standing for election at and subsequent to the 2021 Annual Meeting will stand for election to one-year terms.