`8K 1 c82737_8k.htm
`
`https://www.sec.gov/Archives/edgar/data/316253/000093041315003966/c82737_8k.htm
`
`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, DC 20549
`
`FORM 8K
`
`CURRENT REPORT Pursuant
`to Section 13 or 15(d) of the
`Securities Exchange Act of 1934
`
`Date of report (Date of earliest event reported): October 9, 2015
`
`
`Enzo Biochem, Inc.
`(Exact Name of Registrant as Specified in Its Charter)
`
`New York
`(State or Other Jurisdiction of Incorporation)
`
`
`00109974
`(Commission File Number)
`
`527 Madison Avenue
`New York, New York
`(Address of Principal Executive Offices)
`
`
`
`
`
`
`
`
`132866202
`(IRS Employer Identification No.)
`
`
`10022
`(Zip Code)
`
`
`(212) 5830100
`(Registrant’s Telephone Number, Including Area Code)
`
`(Former Name or Former Address, if Changed Since Last Report)
`
`Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant
`under any of the following provisions ( see General Instruction A.2. below):
`
` Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
`
`
` Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a12)
`
`
` Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))
`
`
` Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c))
`
`
`https://www.sec.gov/Archives/edgar/data/316253/000093041315003966/c82737_8k.htm
`
`1/3
`
`Enzo Exhibit 2128
`BD v. Enzo
`Case IPR2017-00181
`
`Exhibit 2128 Page 1
`
`
`
`1/10/2017
`
`https://www.sec.gov/Archives/edgar/data/316253/000093041315003966/c82737_8k.htm
`
`Item 1.01. Entry Into a Material Definitive Agreement
`On October 9, 2015, Enzo Life Sciences, Inc. (“Enzo Life Sciences”), a wholly owned subsidiary of Enzo Biochem, Inc.,
`executed a settlement with Affymetrix, Inc. involving payment of $10 million to Enzo Life Sciences in an infringement action
`brought by Enzo Life Sciences regarding its U.S. Patent No. 7,064,197. This settlement resolving the disputes relating to this
`Litigation between Enzo Life Sciences and Affymetrix impacts only one of 11 cases originally brought by Enzo Life Sciences in the
`United States District Court for the District of Delaware alleging patent infringements against various companies, nine of which
`remain pending.
`
` A
`
` copy of the press release is furnished as Exhibit 99.2 attached hereto and is incorporated by reference in its entirety into
`this Item 1.01 of this Current Report on Form 8K.
`
`Item 2.02. Results of Operations and Financial Condition.
`On October 13, 2015, Enzo Biochem, Inc. (the “Company”) issued a press release announcing its operating results for its
`fourth fiscal quarter and year ended July 31, 2015. A copy of the press release is furnished as Exhibit 99.1 attached hereto and is
`incorporated by reference in its entirety into this Item 2.02 of this Current Report on Form 8K.
`
`In its press release, the Company discloses items not prepared in accordance with accounting principles generally accepted
`in the United States (“GAAP”), or nonGAAP financial measures (as defined in Regulation G promulgated by the U.S. Securities and
`Exchange Commission) that exclude certain significant charges or credits that are important to an understanding of the Company’s
`ongoing operations. The Company believes that its inclusion of nonGAAP financial measures provides useful supplementary
`information to and facilitates analysis by investors in evaluating the Company’s performance and trends. The determination of
`significant charges or credits may not be comparable to similar measures used by other companies and may vary from period to
`period. The Company uses both GAAP financial measures and the disclosed nonGAAP financial measures internally to evaluate and
`manage the Company’s operations and to better understand its business. These nonGAAP financial measures are in addition to, not a
`substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.
`
`NonGAAP net income, nonGAAP earnings per share, and adjusted EBITDA are supplemental measures of our
`performance that are not required by, or presented in accordance with, GAAP. We define nonGAAP net income as consolidated net
`income / (loss) for such period adjusted for the following net of tax (i) litigation charges and settlements, (ii) business restructuring or
`other restructurings of a similar nature, and (iii) other unusual charges or expenses. We define adjusted EBITDA as an amount equal
`to consolidated net income / (loss) for such period adjusted for the following (i) interest expense, (ii) interest income, (iii) provision
`for income taxes, (iv) depreciation and amortization expenses, (v) litigation charges and settlements, (vi) business restructuring
`charges or other restructurings of a similar nature, and (vii) other unusual charges or expenses.
`
`Item 7.01. Regulation FD Disclosure.
` The information provided in Item 2.02 of this Current Report on Form 8K is incorporated herein by reference in its entirety.
`
`
`The information discussed under Item 2.02 and Item 7.01 above, including Exhibit 99.1, shall not be deemed “filed” for
`purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing by the
`Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
`
`The information in this report (including the exhibits) is furnished pursuant to Item 2.02 and shall not be deemed to be
`“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated
`by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific
`reference in such filing.
`
`Item 9.01. Financial Statements and Exhibits.
`(d) Exhibits.
`
`10.1 Settlement and License Agreement between Enzo Life Sciences, Inc., and Affymetrix, Inc.
`99.1 Press Release of Enzo Biochem, Inc., dated October 13, 2015.
`99.2 Press Release of Enzo Biochem, Inc., dated October 13, 2015
`
`
`
`https://www.sec.gov/Archives/edgar/data/316253/000093041315003966/c82737_8k.htm
`
`2/3
`
`Exhibit 2128 Page 2
`
`
`
`1/10/2017
`
`https://www.sec.gov/Archives/edgar/data/316253/000093041315003966/c82737_8k.htm
`
`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.
`
`
`By:
`/s/ Barry W. Weiner
`
`Barry W. Weiner
`
`President
`
`
`
`
`
`
`
`
`
`
`
`Date: October 13, 2015
`
`
`
`https://www.sec.gov/Archives/edgar/data/316253/000093041315003966/c82737_8k.htm
`
`3/3
`
`Exhibit 2128 Page 3
`
`