UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 1315, 2025

ENZO BIOCHEM, INC.

(Exact name of registrant as specified in its charter)

New York		001-09974		13-2866202
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

21 Executive Blvd.

Farmingdale, New York 11735

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (631) 755-5500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ENZ		The New York Stock Exchange

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-2 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. ¨

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~On January 13, 2025,~~ Enzo Biochem, Inc. (the “Company”) ~~entered into~~held aits ~~Class~~Annual Meeting ~~Action~~on ~~Settlement~~January ~~Agreement~~15, ~~and~~2025. ~~Release~~As (of the ~~“Settlement~~close ~~Agreement”)~~of ~~for~~business on November 27, 2024, the ~~settlement~~record ofdate for the ~~consolidated~~Annual ~~class action~~Meeting, ~~civil~~there ~~suit~~were ~~against~~52,244,074 shares of the Company,’s Incommon restock ~~Enzo~~outstanding ~~Biochem~~and ~~Data~~entitled ~~Security~~to ~~Litig~~vote., ~~2:23-4282~~At (the ~~“Consolidated~~2024 ~~Action”). The~~Annual ~~Consolidated~~Meeting, ~~Action~~the ~~was~~holders ~~initiated~~of in41,656,697 ~~regards~~shares of to the ~~ransomware~~Company’s ~~attack~~common ~~that~~stock ~~the~~outstanding ~~Company~~and ~~suffered~~entitled to vote were represented in ~~April~~person ~~2023,~~or asby ~~previously~~proxy, ~~disclosed in~~which ~~the~~constituted ~~Company’s~~a ~~public~~quorum to ~~filings~~conduct business.

~~The~~At ~~Settlement~~the ~~Agreement~~2024 ~~provides~~Annual ~~for~~Meeting, the ~~full~~Company’s ~~and~~shareholders: (1) ~~final~~elected ~~release~~Steven ofJ. ~~the Company~~Pully, ~~and~~Bradley ~~its~~L. ~~subsidiaries~~Radoff, ~~from~~Kara ~~any~~Cannon and ~~all~~Jon ~~claims~~Couchman ~~that~~to ~~were~~the ~~asserted~~Board into orhold ~~could~~office ~~have~~for ~~been~~a ~~asserted~~term inending as of the ~~Consolidated~~Company’s 2025 ~~Action~~Annual inMeeting, ~~exchange for~~and until each such director’s successor is elected and qualified (iProposal 1); ~~the~~(2) ~~establishment~~approved, ofby a ~~settlement~~nonbinding advisory ~~fund~~vote, by the ~~Company~~compensation inof the ~~amount~~Company’s ofnamed ~~$7,500,000,~~executive anofficers ~~amount~~as ~~equal~~disclosed toin the ~~amount~~Proxy ~~already~~Statement ~~accrued~~(Proposal 2); (3) inratified ~~relation~~the Company’s appointment of EisnerAmper LLP to serve as the ~~Consolidated~~Company’s ~~Action~~independent inregistered public accounting firm for the Company’s ~~financial~~fiscal ~~statements~~year asending ofJuly ~~October~~ 31, ~~2024~~2025 (Proposal 3); and (ii4) ~~the~~approved, ~~Company’s commitment~~on toa ~~make~~nonbinding ~~certain~~advisory ~~upgrades~~basis, toholding ~~its~~the ~~data~~shareholder advisory ~~protection~~vote ~~systems,~~to ~~which~~approve ~~have~~executive ~~been~~compensation ~~made.~~every ~~The~~year ~~effectiveness~~(Proposal of4). ~~the~~For ~~Settlement~~additional ~~Agreement is~~information ~~subject~~on tothese ~~the~~proposals, ~~approval~~please ofsee the Proxy ~~District~~Statement. ~~Court~~The ~~for~~voting ~~the~~results ~~United~~with ~~States,~~respect ~~Eastern~~to ~~District~~each of ~~New~~the ~~York.~~matters described were as follows:

~~SIGNATURES~~Proposal 1 – Election of Board of Directors.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Name	Votes For	Votes Against	Withheld	Broker Non-Votes
Steven J. Pully	20,196,495	5,511,572	4,866,125	11,082,505
Bradley L. Radoff	20,084,143	5,625,433	4,864,616	11,082,505
Kara Cannon	22,884,624	2,825,303	4,864,265	11,082,505
Jon Couchman	23,038,697	2,677,879	4,857,616	11,082,505

	ENZO BIOCHEM, INC.
	By:	/s/ Patricia Eckert
	Name:	Patricia Eckert
	Title:	Chief Financial Officer
Date: January 15, 2025

Proposal 2 – To approve, by a nonbinding advisory vote, the compensation of the Company’s named executive officers

Votes For

Votes Against

Abstentions

Broker

Non-Votes

19,623,656

6,145,891

4,804,645

11,082,505

Proposal 3 - To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2025

Votes For

Votes Against

Abstentions

Broker

Non-Votes

34,132,481

2,510,001

5,014,215

Proposal 4 – To approve, on a nonbinding advisory basis, the frequency of holding the shareholder advisory vote to approve executive compensation

1 Year

2 Years

3 Years

Abstentions

Broker

Non-Votes

25,260,960

43,370

329,490

4,940,372

11,082,505

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENZO BIOCHEM, INC.

	By:	/s/ Patricia Eckert
	Name:	Patricia Eckert
	Title:	Chief Financial Officer
Date: January 16, 2025

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