SecProbe.io

February 7, 2020

Kai Haakon E. Liekefett, Esq.
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019

Re: Enzo Biochem , Inc .
Preliminary Proxy Statement filed on January 31, 2020
Definitive Additional Materials filed on February 7, 2020
Definitive Additional Materials filed on January 29, 2020
Definitive Additional Materials filed on January 8, 2020
File No. 001-09974

Dear M r. Liekefett :

We have reviewed the filing s above and have the following comments.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the proxy statement  or by providing the
requested information.  If you do not believe our comments apply to the Company’s facts an d
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the proxy statement and the information you provide
in response to this comment, we may have  additional comments.   All defined term s used in this
letter have the same meaning as in the preliminary proxy statement unless otherwise indicated.

Preliminary Proxy Statement Supplement filed January 31, 2020

General

1. We note disclosure on page 50 of the Company’s definitive pro xy statement filed on
December 5, 2019 that “…the Board reserves the right to adjourn or postpone the Annual
Meeting for failure to obtain a quorum, for legitimate scheduling purposes or based on
other circumstances that, in the Board’s belief, would cause  such adjournments or
postponements to be in the best interests of all Enzo shareholders” (emphasis added).
With a view towards disclosure, please explain the difference between adjourning a n
annual meeting and postponing a n annual  meeting, describe what procedural
requirements, if any, apply in order to  (1) adjourn a n annual  meeting or (2) postpone a n
annual meeting and which term – adjourn or postpone – applies to the Company’s
reference in its January 28, 2020 press release (filed on January 29, 2020 as Definitive

Kai Haakon E. Liekefett, Esq.
Sidley Austin LLP
February 7, 2020
Page 2

 Additional Material s under the cover of Schedule 14A ) to “delay[ing]” the meeting until
February  25.  Please also advise whether the board can unilaterally postpone, adjourn or
delay an  annual  meeting.  Also disclose the consequences of adjourning a meeting as
opposed to postponing or delaying a meeting under New York law and the Compan y’s
governing documents.  For example, please advise whether postponing or delaying the
meeting would have required the Company to (1) reopen the advance notice window and
allow parties to submit new proposals and (2) provide new notice to shareholders .
Finally, please advise whether, under New York law and the Company’s governing
documents , and assuming sufficient shares were represented at the meeting such that
quorum could have been  established, the Board could have unilaterally adjourned the
meeti ng (1) without a shareholder vote  or (2) if holders of the majority of shares present
in person or by proxy at the annual meeting objected to such adjournment .

2. Please advise us what date the Company had notified Broadridge that the annual meeting
date was moved  to February 25, 2020.

3. With a view towards disclosure, please advise why, given the disclosure in the Jan uary
28, 2020  press release  (filed on January 29, 2020 as Definitive Additional Material s
under the cover of Schedule 14A ) that the Company was delaying the annual meeting
until Feb ruary 25, 2020, the Company determined it necessary to hold the January 31
meeting in order to immediately adjourn to Feb ruary  25, as opposed to simply postponing
the meeting until Feb ruary 25 without holding a meeting on January 31.  Include in such
response a discussion of any applicable requirements under New York  law or the
Company’s governing documents that obligated the Company to hold the January 31
meeting followed by an immediate adjournment as opposed to simply postponing the
meeting without any further action of the Company.  Please also indicate if (1) any
shareholders other than the Company’s directors, executive officers, employees, their
affiliates or any of their family members were in atten dance at the January 31 meeting,
and (2) quorum was established .

4. Please provide us on a supplemental basis a copy o f the Company’s Certificate of
Incorporation, including all amendments thereto , including:

 the Certificate of Incorporation
 Certificate of Incorporation, as amended on March 17, 1980
 Certificate of Amendment of the Certificate of Incorporation as amended on June
16, 1981; and
 Certificate of Amendment to the Certificate of Incorporation as of July 22, 1988.

Letter to Shareholders

5. Disclosure here  and in the Notice to Shareholders  indicates that “[i]f you have already
voted on the previously distributed white proxy card and you do not submit a GOLD
proxy card or voting instruction form, your previously submitted proxy or voting

Kai Haakon E. Liekefett, Esq.
Sidley Austin LLP
February 7, 2020
Page 3

 instruction form will still be voted at the Annual Meeting .”  Please supplement the
disclosure in these locations to indicate the  same applies with respect to a previously
submitted blue proxy card provided by Harbert.

6. Disclosure in the letter to shareholders (page 3) indicates that “[w] hile the Board makes
no recommendation on the election of the Harbert Nominees as Class II Direc tors, the
Board is not nominating any opposing candidates,  essentially assuring the election of the
Harbert Nominees…” Similar disclosure appears in the Notice of Annual Meeting (page
6) and on pages 7, 10, 17 and 22.  Please revise the disclosure in each of these locations
to indicate that (1) shareholders voting the GOLD proxy card will be unable  to cast a vote
with respect to the election of the Harbert Nominees  and (2) if shareholders wish to vote
for the Harbert Nominees, they must use a blue proxy card sen t to them by Harbert .

Supplem ent to the Proxy Statement, page 10

7. Disclosure on page 10 indicates that “[t] he GOLD proxy card enclosed with this Second
Supplement differs from the proxy cards previously furnished to you with the Proxy
Statement and First Supplement in that the enclose d GOLD proxy card reflects the new
proposals, the updated order for all of the proposals and the Company’s revised slate of
director nominees .”  Please supplement the disclosure both here and in the locations
referenced in the preceding comment to clarify how proposals from earlier white or blue
cards will be counted to the extent they either were numbered differently or pertained to a
proposal that is no longer on the gold card.  For example, but without limitation, disclose :

 whether a white proxy card tha t specified a voting choice for Messrs. Weiner
and/or Hanna will be counted with respect to that particular proposal  and any of
the remaining proposals ;
 whether a white proxy card that cast a vote for Weiner as a Class I director will be
counted as a vote cast for Weiner as a Class III dire ctor, in the event that proposal
1 on the Gold card receives the necessary shareholder approval ; and
 whether the blue proxy cards provided by Harbert and voted by shareholders in
favor of the Harbert Nominees will still be counted notwithstanding that (1) the
proposal has been rede signated as p roposal 2 on the Gold card  or (2) Harbert may
circulate revised proxy cards to reflect the changes made to the Company’s proxy
card.

8. Disclose who will officially count the votes ca st at the meeting, what instructions, if  any,
they have received or will receive from the Company with respect to how prior white and
blue proxy cards will be counted  and whether proxies will be available for inspection by
Harbert  following the Company’s initial determination of the outcome of t he election .

Kai Haakon E. Liekefett, Esq.
Sidley Austin LLP
February 7, 2020
Page 4

 Supplemental Disclosure – Background of the Solicitation, page 11

9. Please update this section  to reflect that on January 28, 2020, the Company issue d a press
release announcing that it had d elayed the annual meeting until February 25, 2020.

What vote is required  for the By -Law Amendment to pass?   Page 12

10. We note the disclosure t hat “[t]he amendment to fix the size of the Bo ard was
inadvertently  added to Article II, Section 2 of the By -Laws, which is a section whose
amendment requires a supermajority vote of shareholders per the Company’s certificate
of incorporation (as amended, the “Charter”), rather than in Article II, Sec tion 9 of the
By-Laws ” (emphasis added).  Please disclose the basis on which the conclusion was
made that the amendment was inadvertently added to the wrong section  and when this
determination  was made .

11. Refer to the preceding comment.  Separately provide us with an opinion of New York
counsel that addresses under applicable New York state law  the legal basis for the
conclusion that the supermajority  standard does not apply, notwithstanding clear
language in Article 10 of the Certificate of  Amendment to the Certificate of Incorporation
of the Company, filed with the New York Department of State on July 22, 1988 , which
appears to provide that:

“Articl e II, Section …2…of the By -Laws shall not be altered, amended, or
repealed  and no provision inconsistent therewith shall be adopted without the
affirmative  vote of (i) the holders of at least 80% of the voting power of the then
outstanding  shares or  stock entitled to vote generally in the election of directors,
voting together  as a single class, and (ii) a majority of such shares beneficially
owned by persons  not affiliated with an Interested Shareholder …”

12. Refer  to the preceding comment.  Please supplement the disclosure in this Q & A as well
as the disclosure  on page 13 (“Proposal 1 ”) to indicate how proposal 2 , providing for the
addition of a provision to Article II,  Section 9 of the By -laws to fix the size of the Board
at six directors with discretion to decrease it  to five or increase it to seven directors, if
adopted, would be compatible with Article II, Section 2  of the By -laws, which fixes the
size of the board at five directors.  Disclose the consequences of these two conflicting
By-laws and the legal basis for concluding that Article II, Section 9  of the By -Laws will
be the control ling provision.

Proposal 1 – Approval of the Amendment to the By -Laws… , page 13

13. Disclosure in this section indicates that “… the Board intends to appoint a new, highly
qualified independent director to join the Board in the near future. ”  Please expand this
statement to (1) clarify with greater specificity when the Board intends to make such
appointment and (2) indicate who has the power to make such appointment  and the

Kai Haakon E. Liekefett, Esq.
Sidley Austin LLP
February 7, 2020
Page 5

 director voting standard, if any, to the extent a vote of the directors is required to make
such appointment.

14. Disclosure in this section also indicates that “[t] he Board proposes and recommends that
shareholders approve an amendment to the By -Laws to increase the maximum number of
directors on the Board to six and provide that the Board will have discretion to increase
or decrease the size of the Board within the range of five and seven directors. ”  Please
expand this disclosure to indicate , if this proposal is approved, who will have the power
to reduce the size of the board to five directors .  Also disclose the director votes needed
to reduce the size to five directors if (1) the board has six directors or (2) the board has
seven directors .

15. Refer to the preceding comment.  If the board size was set at six, please disclose the vote
needed to reduce the board size to five directors .  Also disclose the consequences of such
a vote if it were evenly split  for and against such reduction .

16. Pleas e supplement the disclosure to advise shareholders that a potential co nsequence of
their approval of p roposal 1 include s that the board size could be increased to seven,
enabling a majority of the board to remove the Harbert Nominees from the board by
reducing the board size to five.

Proposal 2  – Election of Class II Directors, page 14

17. Disclosure in the last paragraph on page 14 indicates that “ …since the Harbert Nominees
have not consented to be named in the Company’s proxy statement, shareholders v oting
the GOLD proxy card may not vote on the election of the Harbert Nominees .”  Please
supplement this disclosure to indicate that if a shareholder  wish es to vote for the Harbert
Nominees, they must use a blue proxy card sen t to the shareholder by Harbert .

Proxy Card

18. The second paragraph of the proxy card contains the following disclosure:

“Since the Harbert Nominees have not consented to be named in the Company’s
proxy statement and proxy card, this proxy will not be voted on Proposal 2.
However, since the  Board is not nominating any director candidates to oppose the
Harbert Nominees, assuming Harbert or any other shareholder votes for them,
both Harbert Nominees will be elected to the Board. ”

Please add a sentence that indicate s that if a shareholder  wish es to vote for the Harbert
Nominees, they must use a proxy card sen t to the shareholder by Harbert .

Kai Haakon E. Liekefett, Esq.
Sidley Austin LLP
February 7, 2020
Page 6

 19. Please revise p roposal 2 on the card (“Election of two Class II Di rectors ”) to specifically
note that (1) the card will not be voted for proposal  2, and (2) if a shareholder  wish es to
vote for the Harb ert Nominees, they must use a proxy card sen t to the shareholder by
Harbert.

Definitive Additional Materials filed on February 7, 2020

20. This press release states that “[t]his reveals wh at we have previously stated is Harbert’s
true aim:  to take effective control of the Company regardless of the desires of Enzo’s
other shareholders .”  Given that Harbert is seeking  only two of five board seats , there
appears to be no basis for this statement.  P lease refrain from making this statement in the
future  and avoid making a ny statements for which no reasonable basis exists .

Definitive Additional Materials filed January 8, 2020

21. On slides 8 and 58 of the Company’s shareholder presentation filed under the cover of
Schedule 14A on January 8,  2020, the Company states  that “Harbert has an alleged
criminal  history in New York, whereas Enzo has close relationships with  regulators in
New York…” (emphasis added).  Such statement directly impugns the character,
integrity and re putation of Harbert without any factual foundation.  It is our
understand ing that there has been no such a llegation made against Harbert .  Please do not
use these or similar statements in any soliciting materials without providing a proper
factual foundation for the statements.  In addition, as to matters for wh ich the filing
persons do have a proper factual foundation, please avoid making statements about those
matters that go beyond the scope of what is reasonably supported by the factual
foundation.  Please refer to Note (b) to Rule 14a -9.

*     *     *

We r emind 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.

Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions