0000902664-21-001965.txt : 20210317 0000902664-21-001965.hdr.sgml : 20210317 20210317172842 ACCESSION NUMBER: 0000902664-21-001965 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20210317 DATE AS OF CHANGE: 20210317 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32878 FILM NUMBER: 21751696 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/A 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/A 1 p21-0982sc13da.htm ENZO BIOCHEM, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
 

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 16, 2021

(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 14 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 13D/APage 2 of 14 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

1,763,493

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,763,493

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,763,493

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.66%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 294100102SCHEDULE 13D/APage 3 of 14 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

1,763,493

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

1,763,493

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,763,493

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.66%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 294100102SCHEDULE 13D/APage 4 of 14 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

3,412,420

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,412,420

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,412,420

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.08%

14

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 294100102SCHEDULE 13D/APage 5 of 14 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

3,412,420

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,412,420

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,412,420

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.08%

14

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 294100102SCHEDULE 13D/APage 6 of 14 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

5,175,913

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

5,175,913

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,175,913

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.73%

14

TYPE OF REPORTING PERSON

IA, CO

         

 

 

CUSIP No. 294100102SCHEDULE 13D/APage 7 of 14 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

5,175,913

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

5,175,913

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,175,913

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.73%

14

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 294100102SCHEDULE 13D/APage 8 of 14 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

5,175,913

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

5,175,913

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,175,913

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.73%

14

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 294100102SCHEDULE 13D/APage 9 of 14 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

5,175,913

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

5,175,913

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,175,913

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.73%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 294100102SCHEDULE 13D/APage 10 of 14 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

5,175,913

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

5,175,913

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,175,913

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.73%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 294100102SCHEDULE 13D/APage 11 of 14 Pages

 

 

 

The following constitutes Amendment No. 13 to the Schedule 13D filed by the undersigned (the “Amendment No. 13”). This Amendment No. 13 amends the Schedule 13D, filed with the Securities and Exchange Commission on April 8, 2019 as specifically set forth herein.

 

   
Item 4. PURPOSE OF TRANSACTION
   
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
  On March 16, 2021 Harbert Discovery Fund, LP and Harbert Discovery Co-Investment Fund I, LP sent a letter to the independent members of the Board of the Issuer, 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. The foregoing summary of the letter is qualified by reference to the entirety of the letter, a copy of which is attached as Exhibit 11.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER

 

Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows::

 

(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 Amendment No. 13 are calculated based upon 48,228,567 shares of Common Stock outstanding as of March 8, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q, for the quarterly period ended January 31, 2021, filed with the Securities and Exchange Commission on March 16, 2021.
   
(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 in the last 60 days by the Reporting Persons are set forth in Annex A, and are incorporated herein by reference.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
Exhibit 11: Letter to the Board of the Issuer, dated March 16, 2021.
     

  

 

CUSIP No. 294100102SCHEDULE 13D/APage 12 of 14 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: March 17, 2021

 

  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

 

 

CUSIP No. 294100102SCHEDULE 13D/APage 13 of 14 Pages

 

  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 13D/APage 14 of 14 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 Harbert in the last 60 days. All transactions were effectuated in the open market through a broker.

 

Harbert Discovery Fund, LP

 

Trade Date Common Stock
Purchased (Sold)
Price Per Share ($)
     
03/15/2021 (34,071) 4.75
03/15/2021 (15,253) 5.00
03/16/2021 (68,140) 4.70
03/16/2021 (34,070) 4.54

 

Harbert Discovery Co-Investment Fund I, LP

 

Trade Date Common Stock
Purchased (Sold)
Price Per Share ($)
     
03/15/2021 (65,929) 4.75
03/15/2021 (29,515) 5.00
03/16/2021 (131,860) 4.70
03/16/2021 (65,930) 4.54

 

EX-99 2 p21-0982exh_99.htm EXHIBIT 99

March 16, 2021

Harbert Discovery Fund Responds to Enzo Biochem, Inc.s Recent Strategic Announcements

Birmingham, AL

 

Enzo Biochem, Inc.

Dr. Mary Tagliaferri, Director

Dr. Ian Walters, Director

Rebecca Fischer, Director

Dov Perlysky, Director

60 Executive Boulevard

Farmingdale, NY 11735

Independent Directors of the Board,

The announced engagement of Korn Ferry to run a CEO search and Cain Brothers (“Cain”) to review strategic options are positive first steps to address Enzo’s weak corporate governance and historical underperformance. We commend the Directors for taking

these first steps, but also note that they must be followed by sincere processes led by the Independent Directors of the Enzo Board (“Board”).

We know there are currently interested acquirers. We believe these interested acquirers and others would be willing to pay a significant premium to the current share price. Cain appears to be an acceptable choice, since they recently advised Mercy on the sale of its outreach lab services business to Quest Diagnostics. That coupled with the engagement of former LabCorp Diagnostics CEO Gary Huff, provides Enzo with ties to the most logical strategic acquirers. An outright sale may provide the highest risk-adjusted return for shareholders. Cain should be given the authority to run a full auction process without any limitations on the type of transaction to be considered. Given the presently interested parties, Cain should begin this process immediately. The competitive dynamics that might emerge in a comprehensive sale process could unlock tremendous value for shareholders. The market for corporate assets is extremely robust. The recent performance, which is largely driven by COVID-19 also aligns extremely well with a sales process.

We strongly disagree with the apparent decision to allow Dr. Rabbani to remain as a director and note that the Board is still obligated to provide a rationale for not accepting his resignation. It is critical for Korn Ferry to be able to attract the highest qualified candidate available. Justifiably, candidates of this stature will be very wary of Dr. Rabbani’s reputation and continued influence on the Board. If the Board determines shareholders are likely to realize the highest risk-adjusted return without pursuing an outright sale, then it is in the clear best interests of shareholders, employees, and all stakeholders to accept Dr. Rabbani’s resignation and allow a new CEO to lead the company to reach its full potential.

These announcements alone are insufficient without actions to follow. Failure to follow through on these announcements will be

met with continued demand for change. Shareholders will see through an insincere and incomplete sale process, and they will

recognize an underqualified CEO. We look forward to seeing the results of Cain and/or Korn Ferry’s efforts in the very near future.

Sincerely,

Harbert Discovery Fund, LP

Harbert Discovery Co-Investment Fund I, LP

 

Kenan Lucas, Managing Director and Portfolio Manager of Harbert Discovery Fund GP, LLC and Harbert Discovery Co- Investment Fund I GP, LLC

Important Disclosure

THIS STATEMENT CONTAINS OUR CURRENT VIEWS ON THE VALUE OF SECURITIES OF ENZO BIOCHEM, INC. (“ENZO”). OUR VIEWS ARE BASED ON OUR ANALYSIS OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED IS ACCURATE OR COMPLETE, NOR CAN THERE BE ANY ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. WE DO NOT RECOMMEND OR ADVISE, NOR DO WE INTEND TO RECOMMEND OR ADVISE, ANY PERSON TO PURCHASE OR SELL SECURITIES AND NO ONE SHOULD RELY ON THIS STATEMENT OR ANY ASPECT OF THIS STATEMENT TO PURCHASE OR SELL SECURITIES OR CONSIDER PURCHASING OR SELLING SECURITIES. THIS STATEMENT DOES NOT PURPORT TO BE, NOR SHOULD IT BE READ, AS AN EXPRESSION OF ANY OPINION OR PREDICTION AS TO THE PRICE AT WHICH ENZO’S SECURITIES MAY TRADE AT ANY TIME. AS NOTED, THIS STATEMENT EXPRESSES OUR CURRENT VIEWS ON ENZO. OUR VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME WITHOUT NOTICE AND WE MAKE NO COMMITMENT TO UPDATE THIS STATEMENT IN THE EVENT OUR VIEWS OR HOLDINGS CHANGE. INVESTORS SHOULD MAKE THEIR OWN DECISIONS REGARDING ENZO AND ITS PROSPECTS WITHOUT RELYING ON, OR EVEN CONSIDERING, ANY OF THE INFORMATION CONTAINED IN THIS STATEMENT.

About Harbert Discovery Fund (“HDF”)

HDF invests in a concentrated portfolio of publicly traded small capitalization companies in the US and Canada. We perform significant due diligence on each portfolio company prior to investing. In addition to researching all publicly available information and meeting with management, our diligence includes substantial primary research with industry experts, consultants, bankers, customers and competitors. We often spend months or years researching ideas before making an investment decision and we only invest in companies that we believe are significantly undervalued, and where there is the potential for change to enhance or accelerate value creation. In an effort to unlock this potential value, we seek to work directly with the boards and management teams of our portfolio companies privately and collaboratively, engaging with them on a range of factors including governance, board composition, corporate strategy, capital allocation, strategic alternatives and operations. We have effected positive, fundamental changes at our current and past investments through this behind-the-scenes, constructive approach.

 

About Harbert Management Corporation (“HMC”)

HMC is an alternative asset management firm with approximately $7.7 billion in Regulatory Assets Under Management as of February 28, 2021. HMC currently sponsors nine distinct investment strategies with dedicated investment teams. Additional information about HMC can be found at www.harbert.net.

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