UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-1 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Other than the corrections described above, no other statement or information has been changed from those presented
in the Original Report.
Item 3.03 Material Modification to Rights of Security Holders.
As previously disclosed, on April 8, 2022, at the reconvened 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company, the Company’s shareholders approved several amendments to the Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation became effective on May 2, 2022.
The Company’s board of directors approved and adopted conforming amendments to the Amended and Restated By-laws, which became effective on May 2, 2022.
A description of the Amended and Restated Certificate of Incorporation and the general effect of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws upon the rights of the Company’s shareholders are included in the Company’s proxy statement, filed with the Securities and Exchange Commission on February 18, 2022, in the sections titled “PROPOSAL 1 - AMENDMENTS TO THE CERTIFICATE OF INCORPORATION”, which is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The disclosure set forth in Item 3.03 of this Report is incorporated into this Item 5.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
| 3.1 | Amended and Restated Certificate of Incorporation of Enzo Biochem, Inc. | |
| 3.2 | Amended and Restated By-Laws of Enzo Biochem, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENZO BIOCHEM, INC. | ||
| Date: May 6, 2022 | By: | /s/ David Bench |
| David Bench | ||
| Chief Financial Officer, Senior Vice President, Treasurer, and Corporate Secretary | ||
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