United States securities and exchange commission logo
June 28, 2023
Hamid Erfanian
Chief Executive Officer
ENZO BIOCHEM INC
81 Executive Blvd., Suite 3
Farmingdale, New York 11735
Re: ENZO BIOCHEM INC
Registration
Statement on Form S-3
Filed June 16, 2023
File No. 333-272727
Dear Hamid Erfanian:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed June 16, 2023
Risk Factors
There can be no guarantee that the asset sale will be completed and, if
not completed, we may
have to file for bankruptcy and liquidation, page 6
1. We note your disclosure
here that if the Asset Sale is not completed, then the Company
may need to consider
strategic alternatives that may not be as favorable to its stockholders
as the Asset Sale "and
may include a bankruptcy and liquidation of the Company." Please
revise your Cover Page
and Summary section to explain that if the Asset Sale is not
completed, the Company
may consider less favorable strategic alternatives, including
bankruptcy and
liquidation.
Hamid Erfanian
FirstName LastNameHamid Erfanian
ENZO BIOCHEM INC
Comapany
June NameENZO BIOCHEM INC
28, 2023
June 28,
Page 2 2023 Page 2
FirstName LastName
Private Placement of Securities
Debentures, page 14
2. We note your disclosure in a risk factor on page 6 that the 10%
convertible debenture
securities are dependent on [y]our closing the asset sale with Labcorp
within a given time
frame. We also note that in the Form of Debenture, filed as Exhibit
4.2, it states on page
16 that an Event of Default will occur if the Asset Sale is not
consummated on or prior to
October 15, 2023 such that the outstanding principal amount of the
Debentures, plus
accrued unpaid interest and other amounts, would become immediately
due and payable.
Please expand your disclosure here to explain how the debentures
depend on the closing
of the asset sale with Labcorp within a given time frame, including
that failure to
consummate the Asset sale prior to October 15, 2023 would be an Event
of Default under
the Debentures. Include disclosure describing the liquidity risks
related to the acceleration
of the Debentures if the Asset Sale is not consummated.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jessica Ansart at 202-551-4511 or Katherine Bagley at
202-551-2545 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Dan Woodard