0000902664-19-001827.txt : 20190408 0000902664-19-001827.hdr.sgml : 20190408 20190408172201 ACCESSION NUMBER: 0000902664-19-001827 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190408 DATE AS OF CHANGE: 20190408 GROUP MEMBERS: HARBERT DISCOVERY CO-INVESTMENT FUND I GP, LLC GROUP MEMBERS: HARBERT DISCOVERY CO-INVESTMENT FUND I, LP GROUP MEMBERS: HARBERT DISCOVERY FUND GP, LLC GROUP MEMBERS: HARBERT FUND ADVISORS, INC. GROUP MEMBERS: HARBERT MANAGEMENT CORP GROUP MEMBERS: JACK BRYANT GROUP MEMBERS: KENAN LUCAS GROUP MEMBERS: RAYMOND HARBERT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENZO BIOCHEM INC CENTRAL INDEX KEY: 0000316253 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 132866202 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-32878 FILM NUMBER: 19738028 BUSINESS ADDRESS: STREET 1: 60 EXECUTIVE BLVD CITY: FARMINGDALE STATE: NY ZIP: 11735 BUSINESS PHONE: 5167555500 MAIL ADDRESS: STREET 1: ENZO BIOCHEM INC STREET 2: 60 EXECUTIVE BLVD CITY: FARMINGDALE STATE: NY ZIP: 11735 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Harbert Discovery Fund, LP CENTRAL INDEX KEY: 0001626127 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: HARBERT DISCOVERY FUND GP, LLC STREET 2: 2100 THIRD AVENUE NORTH, SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 205-987-5500 MAIL ADDRESS: STREET 1: HARBERT DISCOVERY FUND GP, LLC STREET 2: 2100 THIRD AVENUE NORTH, SUITE 600 CITY: BIRMINGHAM STATE: AL ZIP: 35203 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT MICROCAP PARTNERS FUND, LP DATE OF NAME CHANGE: 20141121 SC 13D 1 p19-0953sc13d.htm ENZO BIOCHEM, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 

Enzo Biochem, Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

294100102

(CUSIP Number)
 

Kevin A. McGovern, Esq.

c/o Harbert Discovery Fund, LP

2100 Third Avenue North, Suite 600

Birmingham, AL 35203

(205) 987-5577 

 

with a copy to:

 

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

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

March 29, 2019

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 16 Pages)

______________________________

* 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 purpose of Section 18 of the Securities Exchange Act of 1934 (“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 Notes).

 

 

CUSIP No. 294100102SCHEDULE 13DPage 2 of 16 Pages

 

1

NAME OF REPORTING PERSON

Harbert Discovery Fund, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,604,827

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,604,827

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,604,827

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.40%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 294100102SCHEDULE 13DPage 3 of 16 Pages

 

1

NAME OF REPORTING PERSON

Harbert Discovery Fund GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,604,827

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,604,827

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,604,827

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.40%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 294100102SCHEDULE 13DPage 4 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Harbert Discovery Co-Investment Fund I, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,662,774

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,662,774

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,662,774

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.52%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 294100102SCHEDULE 13DPage 5 of 16 Pages

 

1

NAME OF REPORTING PERSON

Harbert Discovery Co-Investment Fund I GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

1,662,774

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,662,774

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,662,774

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.52%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 294100102SCHEDULE 13DPage 6 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Harbert Fund Advisors, Inc.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Alabama

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,267,601

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,267,601

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,267,601

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.92%

14

TYPE OF REPORTING PERSON

IA, CO

         

 

 

CUSIP No. 294100102SCHEDULE 13DPage 7 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Harbert Management Corporation

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Alabama

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,267,601

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,267,601

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,267,601

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.92%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 294100102SCHEDULE 13DPage 8 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Jack Bryant

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,267,601

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,267,601

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,267,601

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.92%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 294100102SCHEDULE 13DPage 9 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Kenan Lucas

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,267,601

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,267,601

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,267,601

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.92%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 294100102SCHEDULE 13DPage 10 of 16 Pages

 

 

1

NAME OF REPORTING PERSON

Raymond Harbert

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,267,601

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,267,601

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,267,601

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.92%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 294100102SCHEDULE 13DPage 11 of 16 Pages

 

 

Item 1. SECURITY AND ISSUER
   
This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, $0.01 par value (the “Common Stock”), of Enzo Biochem, Inc., a New York corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 527 Madison Avenue, New York, New York 10022.

 

Item 2. IDENTITY AND BACKGROUND
   
(a), (f)

This Schedule 13D is being filed jointly by (i) Harbert Discovery Fund, LP, a Delaware limited partnership (the “Discovery Fund”), (ii) Harbert Discovery Fund GP, LLC, a Delaware limited liability company (the “Discovery Fund GP”), (iii) Harbert Discovery Co-Investment Fund I, LP (the “Discovery Co-Investment Fund” and together with the Discovery Fund, the “Funds”), (iv) Harbert Discovery Co-Investment Fund I GP, LLC (the “Discovery Co-Investment Fund GP” and together with the Discovery Fund GP, the “Fund GPs”), (v) Harbert Fund Advisors, Inc., an Alabama corporation (“HFA”), (vi) Harbert Management Corporation, an Alabama corporation (“HMC”), (vii) Jack Bryant, a United States citizen, (viii) Kenan Lucas, a United States citizen and (ix) Raymond Harbert, a United States citizen (collectively the “Reporting Persons”).

 

The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Act or otherwise, the beneficial owner of the shares of Common Stock reported herein.

   
(b) The principal business address for each of the Reporting Persons is 2100 Third Avenue North, Suite 600, Birmingham, Alabama 35203.
   
(c) Kenan Lucas is the managing director and portfolio manager of the Discovery Fund GP and the Discovery Co-Investment Fund GP, which serve as general partner of the Discovery Fund and the Discovery Co-Investment Fund, respectively.  Jack Bryant is a Senior Advisor to the Discovery Fund, and a Vice President and Senior Managing Director of HMC.  Raymond Harbert is the controlling shareholder, Chairman and Chief Executive Officer of HMC, an alternative asset investment management firm that is the managing member of the Discovery Fund GP and Discovery Co-Investment Fund GP.  Mr. Harbert also serves as the Chairman, Chief Executive Officer and Director of HFA, an indirect, wholly owned subsidiary of HMC, which provides the Funds with certain operational and administrative services. The principal business of each of the Funds is purchasing, holding and selling securities for investment purposes.
   
(d)

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

 

   

 

CUSIP No. 294100102SCHEDULE 13DPage 12 of 16 Pages

 

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and were not and are not, as a result of any such proceeding, subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
     

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
The funds for the purchase of the Common Stock by the Funds came from the working capital of the Funds, over which HFA, HMC, the Fund GPs, Jack Bryant, Kenan Lucas and Raymond Harbert, through their roles described above in Item 2(c), exercise investment discretion. No borrowed funds were used to purchase the shares of Common Stock reported in this Schedule 13D, other than borrowed funds used for working capital purposes in the ordinary course of business. The total costs of the Common Stock directly owned by the Funds is approximately $8,929,812.

   

Item 4. PURPOSE OF TRANSACTION
   
The Reporting Persons purchased the securities of the Issuer reported herein based on their belief that the securities were undervalued and represented an attractive investment opportunity.
 
The Reporting Persons have had and anticipate having further conversations with members of the Issuer’s management and board of directors regarding possible ways to enhance shareholder value. The topics of these conversations may cover a range of issues, including those relating to the Issuer’s business, management, board composition (which may include adding or proposing a candidate or candidates supported by the Reporting Persons to the board of directors of the Issuer (the “Board”)), operations, capital allocation, asset allocation, capitalization, corporate structure, dividend policy, financial condition, mergers and acquisitions strategy (which may include a potential strategic review or sale process involving the Issuer or certain of the Issuer’s businesses or assets, including transactions in which the Reporting Persons or their affiliates may seek to participate and potentially engage in), overall business strategy and plans, executive compensation, organizational documents and corporate governance matters.
 
The Reporting Persons may consider, explore and/or develop plans and/or make proposals (whether preliminary or firm) with respect to, among other things, potential changes in the matters set forth above.  The Reporting Persons may discuss such matters with other shareholders or other third parties, including industry analysts, investment professionals, investors, potential acquirers, existing or potential strategic partners or competitors, service providers and financing sources.  The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements which may include customary standstill provisions.

 

 

CUSIP No. 294100102SCHEDULE 13DPage 13 of 16 Pages

 

 
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer’s financial position and strategic direction, actions taken by the Issuer, the outcome of any discussions or actions referenced above, overall market, general economic and industry conditions, other available investment opportunities, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, it may endeavor (i) to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Common Stock and/or other equity, debt, derivative securities or other instruments that are convertible into Common Stock, or are based upon or relate to the value of the Common Stock or the Issuer (collectively, “Securities”) on the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock or other Securities without affecting any Reporting Person’s beneficial ownership of the Common Stock or other Securities.  In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by each Reporting Person.  The percentages used in this Schedule 13D are calculated based upon 47,241,335 shares of Common Stock outstanding as of March 1, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2019, filed with the Securities and Exchange Commission on March 11, 2019.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) The transactions in the shares of Common Stock effected within the past sixty days by the Reporting Persons, which were all in the open market, are set forth in Annex A, and are incorporated herein by reference.
   
(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock.
   
(e) Not applicable.

 

 

CUSIP No. 294100102SCHEDULE 13DPage 14 of 16 Pages

   

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   

Discovery Co-Investment Fund and Discovery Co-Investment Fund GP are parties to the Harbert Discovery Co-Investment Fund I, LP, First Amended and Restated Agreement of Limited Partnership, dated February 12, 2019 (the “Discovery Co-Investment Fund LPA”). Pursuant to the terms of the Discovery Co-Investment Fund LPA, among other things, Discovery Co-Investment Fund GP is the sole general partner of Discovery Co-Investment Fund with the power to appoint HFA as investment manager of Discovery Co-Investment Fund, and Discovery Co-Investment Fund GP has all powers necessary and appropriate to make, hold and divest of Discovery Co-Investment Fund’s investment in the Common Stock and to otherwise deal in or with and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Discovery Co-Investment Fund’s investment in the Common Stock and take all actions necessary on behalf of Discovery Co-Investment Fund to attempt to create value for the Issuer’s shareholders and is entitled, generally, to a portion of the appreciation in the value of the Common Stock.

 

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Exhibit 1: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.

 

 

CUSIP No. 294100102SCHEDULE 13DPage 15 of 16 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 8, 2019

 

 

  Harbert Discovery Fund, LP
 

 

By: Harbert Discovery Fund GP, LLC,
       its General Partner

   
 

 

By: Harbert Management Corporation,

       its Managing Member

 

 

By: s/ John McCullough                      

      Executive Vice President and

      General Counsel

   
  Harbert Discovery Fund GP, LLC
   
  By: Harbert Management Corporation,
      its Managing Member
 

 

By: s/ John McCullough                        
      Executive Vice President and
      General Counsel

   
  Harbert Discovery Co-Investment Fund I, LP
 

 

By: Harbert Discovery Co-Investment Fund I
      GP, LLC, its General Partner

   
  By: Harbert Management Corporation,
      its Managing Member
 

 

By: s/ John McCullough                        
      Executive Vice President and
      General Counsel

 

 

  Harbert Discovery Co-Investment Fund I GP, LLC
   
  By: Harbert Management Corporation,
      its Managing Member
 

 

By: s/ John McCullough                          
      Executive Vice President and
      General Counsel

   
  Harbert Fund Advisors, Inc.
 

 

By: s/ John McCullough                         
      Executive Vice President and
      General Counsel

 

 

Harbert Management Corporation

 

 

By: s/ John McCullough                        
      Executive Vice President and
      General Counsel

 

 

By: s/ Jack Bryant                                
      Jack Bryant

   
  By: s/ Kenan Lucas                              
      Kenan Lucas
   
  By: s/ Raymond Harbert                       
      Raymond Harbert

 

 

 

CUSIP No. 294100102SCHEDULE 13DPage 16 of 16 Pages

Annex A

 

This Annex sets forth information with respect to each purchase and sale (excluding brokerage commissions) of Common Stock which was effectuated by the Reporting Persons during the past sixty days. All transactions were effectuated in the open market through a broker.

 

Harbert Discovery Co-Investment Fund I, LP

 

Trade Date Common Stock
Purchased (Sold)		 Price Per Share ($)
     
03/19/2019 88,516 2.5999
03/20/2019 37,888 2.6223
03/21/2019 24,894 2.6223
03/22/2019 83,525 2.5712
03/25/2019 64,538 2.5637
03/26/2019 150,000 2.5556
03/27/2019 203,300 2.6878
03/28/2019 13,269 2.6498
03/29/2019 732,000 2.6500
03/29/2019 30,711 2.7407
04/01/2019 102,641 2.7500
04/01/2019 14,612 2.7800
04/02/2019 42,112 2.7477
04/03/2019  35,310 2.8834
04/04/2019  8,859 2.9419
04/08/2019 30,599 3.0842

  

 

   

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: April 8, 2019

 

 

  Harbert Discovery Fund, LP
 

 

By: Harbert Discovery Fund GP, LLC,
       its General Partner

   
  By: Harbert Management Corporation,
      its Managing Member
 

 

By: s/ John McCullough                       
      Executive Vice President and
      General Counsel

   
  Harbert Discovery Fund GP, LLC
   
  By: Harbert Management Corporation,
      its Managing Member
 

 

By: s/ John McCullough                     
      Executive Vice President and
      General Counsel

   
  Harbert Discovery Co-Investment Fund I, LP
 

 

By: Harbert Discovery Co-Investment Fund I GP, LLC,
      its General Partner

   
  By: Harbert Management Corporation,
      its Managing Member

 

   

 

 

 

By: s/ John McCullough                      
      Executive Vice President and
      General Counsel

   
  Harbert Discovery Co-Investment Fund I GP, LLC
   
  By: Harbert Management Corporation,
      its Managing Member
 

 

By: s/ John McCullough                       
      Executive Vice President and
      General Counsel

   
  Harbert Fund Advisors, Inc.
 

 

By: s/ John McCullough                          
      Executive Vice President and
      General Counsel

 

 

Harbert Management Corporation

 

 

By: s/ John McCullough                         
      Executive Vice President and
      General Counsel

 

 

By: s/ Jack Bryant                                 
      Jack Bryant

   
  By: s/ Kenan Lucas                               
      Kenan Lucas
   
  By: s/ Raymond Harbert                        
      Raymond Harbert