UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 24, 2023 (the “Closing Date”), pursuant to the terms of the Asset Purchase Agreement, as amended (the “Purchase Agreement”), by and among Enzo Biochem, Inc., a New York corporation (the “Company”), Enzo Clinical Labs, Inc., a New York corporation, and Laboratory Corporation of America Holdings, a Delaware corporation, the Company closed the sale of certain assets and assignment of certain liabilities of the Company’s clinical laboratory business (the “Asset Sale”) for $113.25 million in cash (the “Purchase Price”). On July 17, 2023, $30.0 million of the Purchase Price was paid in the form of a refundable earnest money deposit, and the remainder of the Purchase Price, subject to offsetting credits and deductions as provided in the Purchase Agreement, was paid on the Closing Date.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was originally attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023, and amended by that certain Amendment No. 1 to the Asset Purchase Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2023, and is incorporated herein by reference.
Item 8.01. Other Events.
On July 24, 2023, the Company issued a press release announcing the closing of the Asset Sale. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
Unaudited pro forma condensed consolidated financial statements of the Company, which reflect the Asset Sale, will be filed by amendment of this Form 8-K within four business days of the reportable event described in Item 2.01.
(d) Exhibits
| Exhibit | Exhibit Name | |
| 99.1 | Press Release, dated July 24, 2023, issued by 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: July 24, 2023 | By: | /s/ Hamid Erfanian |
| Hamid Erfanian | ||
| Chief Executive Officer | ||
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