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Risks Related to the Company and its Recently Announced Asset Purchase Agreement


The Company may not be able to continue as a going concern.

During the six months ended January 31, 2023, the Company incurred a net loss of $21,955,000 and used cash in operating activities of $14,891,000. The Company believes that based on its fiscal 2023 forecast, its current cash and cash equivalents level is not sufficient for its foreseeable liquidity and capital resource needs over at least the next twelve (12) months, which conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the unaudited interim financial statements are issued.

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.

The consummation of the asset sale is subject to the satisfaction or waiver of various conditions, including the approval of the asset sale by our stockholders. We cannot guarantee that the closing conditions set forth in the Asset Purchase Agreement will be satisfied. If we are unable to satisfy the closing conditions in Buyer’s favor or if other mutual closing conditions are not satisfied, Buyer will not be obligated to complete the asset sale. If the asset sale is not completed, our board of directors, in discharging its fiduciary obligations to our stockholders, will evaluate other strategic alternatives that may be available, which alternatives may not be as favorable to our stockholders as the asset sale and may include a bankruptcy and liquidation of the Company.


The Company has incurred and will continue to incur substantial expenses, including transaction-related costs, pending the asset sale.

Claims, liabilities and expenses from operations, such as operating costs, salaries, directors’ and officers’ insurance, payroll and local taxes, legal, accounting and consulting fees and office expenses will continue to be incurred by us during the pendency of the asset sale. Further, Enzo has incurred, and expects to continue to incur, a number of non-recurring transaction-related costs in initiating and completing the asset sale. Non-recurring transaction costs include, but are not limited to, fees paid to Enzo’s financial, legal and accounting advisors, filing fees and printing costs. These fees and costs have been, and will continue to be, substantial. We cannot estimate what the aggregate of these expenses will be and these costs may be higher than expected. There can be no assurance of the exact amount of net cash proceeds Enzo will receive from the asset sale or the exact timing at which it will receive such proceeds. Therefore, it is uncertain the extent to which our financial condition and operations will benefit from or improve as a result of or after the asset sale.

There can be no assurance that the Purchase Agreement will close and that if it does close, the exact proceeds to be received by the Company.


Risks Related to our Common Stock

Our stock price has been volatile, which could result in substantial losses for investors.

Our common stock is quoted on the New York Stock Exchange, and there has been historical volatility in the market price of our common stock. The trading price of our common stock has been, and is likely to continue to be, subject to significant fluctuations due to a variety of factors.
 
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Item 8.01 Other Events.



As previously disclosed, on April 6, 2023, Enzo Biochem, Inc. (the “Company”) experienced a ransomware attack that impacted certain information technology systems. In response, the Company promptly deployed containment measures, including disconnecting its systems from the internet, launched an investigation with assistance from third-party cybersecurity experts, and notified law enforcement. The Company adhered to its disaster recovery plan, which enabled it to maintain operations throughout the incident response process. The Company’s facilities are open, and it continues to provide services to its patients and partners.

On April 11, 2023, the Company became aware that certain data, including names, test information, and Social Security numbers, was accessed, and in some instances, exfiltrated from the Company’s information technology systems as part of this incident. The investigation of this incident and the assessment of its impact is ongoing. However, the Company identified unauthorized access to or acquisition of clinical test information of approximately 2,470,000 individuals. The Social Security numbers of approximately 600,000 of these individuals may also have been involved. The Company is evaluating whether its employees’ information may have been involved. The Company will provide notice to the individuals whose information may have been involved, as well as to regulatory authorities, in accordance with applicable law.

The Company has incurred, and may continue to incur, certain expenses related to this attack, including expenses to respond to, remediate and investigate this matter. Further, the Company remains subject to risks and uncertainties as a result of the incident, including as a result of the data that was accessed or exfiltrated from the Company’s network as noted above. Additionally, security and privacy incidents have led to, and may continue to lead to, additional regulatory scrutiny. The Company is in the process of evaluating the full scope of the costs and related impacts of this incident.

For further information regarding the risks associated with cyber security incidents and disruptions to our operations, please see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2022.
 


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