SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

Enzo Biochem, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

294100102
(CUSIP Number)

James C. Roumell

Roumell Asset Management, LLC

2 Wisconsin Circle, Suite 700

Chevy Chase, MD 20815

(301) 656-8500

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

May 5, 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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

* 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 purposes of Section 18 of the Securities Exchange Act of 1934 (the “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 Instructions).

CUSIP No.: 294100102

1	Name of Reporting Person Roumell Asset Management, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 52-2145132
2	Check the Appropriate Box if a Member of a Group ☐ (a) ☐ (b)
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Maryland

Number of Shares Beneficially Owned by Each Reporting Person with	7	Sole Voting Power 2,886,771 (1)
	8	Shared Voting Power 0
	9	Sole Dispositive Power 2,886,771 (1)
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,886,771
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.0%
14	Type of Reporting Person IA

(1) These shares are deemed to be owned beneficially by Roumell Asset Management, LLC (“RAM”) solely as a result of its discretionary power over such shares as investment adviser to the Roumell Opportunistic Value Fund (the “Fund”).

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CUSIP No.: 294100102

1	Name of Reporting Person James C. Roumell I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	Check the Appropriate Box if a Member of a Group ☐ (a) ☐ (b)
3	SEC Use Only
4	Source of Funds PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person with	7	Sole Voting Power 2,886,771 (1)
	8	Shared Voting Power 0
	9	Sole Dispositive Power 2,886,771 (1)
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,886,771
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 6.0%
14	Type of Reporting Person IN

(1) Consists of 2,886,771 shares of Common Stock held by the Fund. Mr. Roumell is President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Mr. Roumell could be deemed the beneficial owner of the shares beneficially owned by the Fund.

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CUSIP No.: 294100102 

1	Name of Reporting Person Matthew M. Loar I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	Check the Appropriate Box if a Member of a Group ☐ (a) ☐ (b)
3	SEC Use Only
4	Source of Funds
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person with	7	Sole Voting Power 0
	8	Shared Voting Power 0
	9	Sole Dispositive Power 0
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person IN

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CUSIP No.: 294100102 

1	Name of Reporting Person Edward Terino I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2	Check the Appropriate Box if a Member of a Group ☐ (a) ☐ (b)
3	SEC Use Only
4	Source of Funds  PF
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person with	7	Sole Voting Power 30,000
	8	Shared Voting Power 0
	9	Sole Dispositive Power 30,000
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 30,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0.1%
14	Type of Reporting Person IN

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CUSIP No.: 294100102 

The following constitutes Amendment No. 14 to the Schedule 13D filed by the undersigned (“Amendment No. 14”). This Amendment No. 14 amends, supplements and to the extent inconsistent with, supersedes the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 27, 2020, as amended by Amendment No. 1 filed with the SEC on December 4, 2020, Amendment No. 2 filed with the SEC on December 7, 2020, Amendment No. 3 filed with the SEC on December 8, 2020, Amendment No. 4 filed with the SEC on December 14, 2020, Amendment No. 5 filed with the SEC on December 18, 2020, Amendment No. 6 filed with the SEC on December 21, 2020, Amendment No. 7 filed with the SEC on December 22, 2020, Amendment No. 8 filed with the SEC on December 23, 2020, Amendment No. 9 filed with the SEC on December 29, 2020, Amendment No. 10 filed with the SEC on December 30, 2020, Amendment No. 11 filed with the SEC on December 31, 2020, Amendment No. 12 with the SEC on January 5, 2021 and Amendment No. 13 with the SEC on January 15, 2021 (as amended, the “Schedule 13D”).

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:

Item 3 is hereby amended and supplemented as follows:

RAM is the sole investment advisor to the Roumell Opportunistic Value Fund (the “Fund”), an investment company registered under the Investment Company Act of 1940. As investment advisor to the Fund, RAM caused the Fund to purchase 184,212 shares of Common Stock of the Issuer. The aggregate purchase price of the 184,212 shares of Common Stock beneficially owned by the Fund was $580,239.79, exclusive of brokerage commissions. The source of funding for these purchases was cash from the Fund.

On January 19, 2021, Edward Terino purchased 30,000 shares of Common Stock through an open market transaction. The aggregate purchase price of the 30,000 shares of Common Stock beneficially owned by RAM was $89,400, exclusive of brokerage commissions. The sources of funding for these purchases were personal funds.

ITEM 4. PURPOSE OF TRANSACTION:

Item 4 is hereby amended and supplemented as follows:

Mr. Terino purchased the Common Stock reported in this Statement for investment purposes.

On May 5, 2021, RAM delivered a letter (the “May 5 Letter”) to Mary Tagliaferri, M.D., Ian Walters, M.D., Rebecca Fischer and Dov Perlysky, in their capacity as non-executive independent directors of the Issuer. The May 5 Letter stated that Mr. Roumell believed that, by refusing to accept the resignation of Dr. Elazar Rabbani, an incumbent director who failed to receive a majority of the votes cast at the Annual Meeting held on January 4, 2021, the members of the Board acted against the will of the Issuer’s shareholders and did not fulfill their duties as stewards of shareholder interests. The May 5 Letter also urged the Issuer to begin providing more timely updates on the initiatives previously started, including hiring executive search firm Korn Ferry to identify CEO candidates, hiring the former CEO of LabCorp, Gary M. Huff, as the Board’s strategic consultant, and hiring a financial advisor to evaluate strategic alternatives. A copy of the May 5 Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER:

Item 5 is hereby amended and restated as follows:

The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 48,228,567 shares of Common Stock outstanding, as of March 8, 2021, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2020 filed with the SEC on March 16, 2021.

A. RAM

(a) As of the close of business on May 4, 2021, RAM beneficially owned 2,886,771 shares of Common Stock. These shares are deemed to be owned beneficially by RAM solely as a result of its discretionary power over such shares as investment adviser to the Fund.

Percentage: Approximately 6.0%

(b) 1. Sole power to vote or direct vote: 2,886,771

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,886,771

4. Shared power to dispose or direct the disposition: 0

(c) The transactions in the shares of Common Stock during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

B. Mr. Roumell

(a) As of the close of business on May 4, 2021, RAM beneficially owned 2,886,771 shares of Common Stock which Mr. Roumell, as President of RAM, may be deemed to beneficially own.

Percentage: Approximately 6.0%

(b) 1. Sole power to vote or direct vote: 2,886,771

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,886,771

4. Shared power to dispose or direct the disposition: 0

(c) Mr. Roumell has not participated in any transaction in the shares of Common Stock during the past 60 days.

C.	Mr. Loar
	(a)	As of the close of business on May 4, 2021, Mr. Loar did not directly own any shares of Common Stock.

Percentage: 0%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

	(c)	Mr. Loar has not participated in any transaction in the shares of Common Stock during the past 60 days.
D.	Mr. Terino
	(a)	As of the close of business on May 4, 2021, Mr. Terino owned 30,000 shares of Common Stock.

Percentage: 0.1%

(b) 1. Sole power to vote or direct vote: 30,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 30,000

4. Shared power to dispose or direct the disposition: 0

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(c) Mr. Terino has not participated in any transaction in the shares of Common Stock during the past 60 days.

As of the close of business on May 4, 2021, the Reporting Persons collectively beneficially owned an aggregate of 2,916,771 shares of Common Stock, constituting approximately 6.0% of the shares of Common Stock outstanding.

Each Reporting Person specifically disclaims beneficial ownership of the shares of Common Stock reported herein that are not beneficially owned by such Reporting Person.

(d) Investors in the Fund have the right to receive or direct the receipt of dividends from the 2,886,771 shares of Common Stock, but proceeds from the sale of such shares become assets of the Fund.

(e) Not applicable.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS:

99.1 Letter dated May 5, 2021.

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CUSIP No.: 294100102 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 5, 2021	James C. Roumell
	By:	/s/ James C. Roumell
	Name:	James C. Roumell
May 5, 2021	Roumell Asset Management, LLC
	By:	/s/ James C. Roumell
	Name:	James C. Roumell
	Title:	President
May 5, 2021	Matthew M. Loar
	By:	/s/ Matthew M. Loar
	Name:	Matthew M. Loar
May 5, 2021	Edward Terino
	By:	/s/ Edward Terino
	Name:	Edward Terino

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SCHEDULE A

Transactions in shares of Common Stock During the Past 60 Days

ROUMELL ASSET MANAGEMENT, LLC

Shares of Common Stock Purchase / Sold	Price Per Share		Date of Purchase / Sale
10,550 (Sold)(1)	$	3.48	3/31/2021
5,340 (Sold)(1)		3.51	4/7/2021
4,320 Sold)(1)		3.46	4/8/2021
24,500 (Sold)(1)		3.31	4/12/2021
9,212 (Bought)(2)		3.34	4/26/2021
25,000 (Bought)(2)		3.30	4/27/2021
100,000 (Bought)(2)		3.21	4/29/2021
50,000 (Bought)(2)		2.93	5/4/2021

1	Sold by RAM on behalf of its client advisory accounts to accommodate account liquidations. All transactions were conducted in the open market for cash. Prices do not reflect brokerage commissions paid.
2	Bought by RAM on behalf of the Fund through open market purchases. Prices do not reflect brokerage commissions paid.

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EX-99.1

Exhibit 99.1

ROUMELL ASSET MANAGEMENT, LLC

2 Wisconsin Circle, Suite 700

Chevy Chase, MD 20815

May 5, 2021

BY OVERNIGHT DELIVERY AND E-MAIL

Enzo Biochem, Inc.

527 Madison Avenue

New York, New York 10022

Attn: Ian B. Walters, M.D., member of the Board of Directors

Mary Tagliaferri, M.D., member of the Board of Directors

Rebecca J. Fischer, member of the Board of Directors

Dov Perlysky, member of the Board of Directors

Dear Drs. Walters and Tagliaferri, Ms. Fischer and Mr. Perlysky:

On January 4, 2021, shareholders of Enzo Biochem, Inc. (“Enzo” or the “Company”) demonstrated their clear disapproval with the performance and leadership of Dr. Elazar Rabbani by refusing to vote for his reelection to the Company’s Board of Directors (the “Board”). Prior to this, it appears that the Company prepared for just this sort of circumstance by implementing a director resignation policy for directors whose elections failed to receive majority support. No one would have predicted that the existence of the director resignation policy was an entrenchment tactic dressed in PR corporate governance clothing, instead of a mechanism for shareholders to effectively remove poorly performing directors. Unfortunately, it appears that the former is exactly the Company’s resignation policy.

Roumell Asset Management remains shocked and dismayed that you did not accept Dr. Elazar Rabbani’s resignation from the Board. Shareholders unequivocally voted for his effective removal from the Board at January’s annual meeting. The clear and unambiguous vote of the Company’s shareholders was underscored by lead independent proxy advisory firms, ISS and Glass Lewis, both of which emphatically recommended that shareholders vote AGAINST Dr. Rabbani’s election. By ignoring the feedback from your shareholders, you continue to act as parents who know what’s best for their school aged children. But your shareholders are not school-aged children – we are the true owners of Enzo, to whom you owe the highest fiduciary duties of loyalty, care and honesty.

Elections should have consequences. Currently, certain lawmakers in Georgia cannot seem to accept that their preferred candidate in last year’s presidential election lost, fair and square. Similar to these Georgian politicians, you simply cannot accept that your candidate lost, fair and square…and not by a small amount, but by an overwhelmingly wide margin.  While leading corporations headquartered in Georgia, and other ones that are not, speak out against the anti-democratic tactics taking place in that state, you are enshrining anti-democratic governance practices inside a publicly owned company. As is the case with certain Georgian politicians, your behavior is shameful.

In fact, Dr. Rabbani’s showing among shareholders is part of an emerging pattern of the wholesale rejection of the Company’s founders. In 2020, co-founder Barry W. Weiner received roughly 7.7 million votes, roughly only 10% of the non-insider votes cast, in his quest for re-election to the Board. It continues to amaze us that he remains president of Enzo despite this feedback from shareholders and the Company’s prolonged underperformance.

Your behavior makes clear that you are not credible stewards of shareholder interests. While you may try to take credit for triggering Dr. Rabbani’s eventual stepping down as the Company’s CEO, that action fell short of accomplishing exactly what shareholders overwhelmingly demanded when they cast their votes – Dr. Rabbani’s exit from effectively controlling the Company as its Board Chairman. We do not see how any of you could ever again be invited onto a public board.

Roumell Asset Management is not going away. We encourage all shareholders to make their views known publicly to impress upon this Board that Enzo is not a private company and it certainly is not Dr. Rabbani’s company. The Company’s long, and storied, history of not creating shareholder value will not continue unabated as founders Dr. Rabbani and Mr. Weiner enrich themselves, at shareholders’ expense, through ridiculously overly generous compensation packages. The recent news that Dr. Rabbani’s son has been named on some of the Company’s patents, while failing to be disclosed to shareholders as a potential conflict of interest, is absurd, but not surprising. The Company owes its shareholders an answer to this simple question: Why was Dr. Rabbani’s son named on Company patents?

The days of scorched-earth shareholder fights instigated by an entrenched board disregarding shareholder value is coming to an end, one way or another. The Company should immediately begin providing more timely updates on its progress on the initiatives previously started, such as hiring executive search firm Korn Ferry to identify CEO candidates, hiring the former CEO of LabCorp, Gary M. Huff, to consult with the Board as its strategic consultant, and hiring a financial advisor to evaluate strategic alternatives.

As always, we only advocate for what is in shareholders’ best interest, and, consistent with that principle, remain open-minded about discussing a collaborative path forward. This would entail cooperating with Roumell Asset Management on Board composition and governance enhancements for the benefit of all shareholders. Thus far, it should come as no surprise to shareholders that you have rebuffed all of our attempts at discussions along these lines. We purchased over 180,000 shares of Enzo common stock over the past two weeks. We also note that one of our nominees, Ed Terino, recently purchased 30,000 shares of Enzo common stock. We see no open-market purchases by the Company’s directors for at least the past two years; in particular, Ms. Fischer has now been on the Board for over one year and has not seen fit to risk a dime of her own capital in purchasing Enzo shares, but nonetheless sees fit to treat shareholders, who have actual capital at risk, dismissively. Moreover, in two phone calls with the Company’s independent directors, Ms. Fischer has failed to say one word in response to being asked to provide her views.

We continue to await your call.

* * *

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Very truly yours,
Roumell Asset Management, LLC
By:	/s/ James C. Roumell
	Name:	James C. Roumell
	Title:	President

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