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



FORM 10-K/A

(Amendment No. 1)



(Mark One)

|x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934     | 
|- | ---------------------------------------------------------------------------------------- | 
|  | For the fiscal year ended July 31, 2019                                                  | 
|  | Or                                                                                       | 
|  |                                                                                          | 
|o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | 
|  | For the transition period from            to                                             | 



Commission File Number: 001-09974



Enzo Biochem, Inc.

(Exact name of Registrant as specified in
its charter)



|New York                                                           |  | 13-2866202                              
|------------------------------------------------------------------ |  | ----------------------------------------
|(State or other jurisdiction of
    incorporation or organization) |  | (IRS Employer
    Identification Number)



527 Madison Ave., New York, New York
10022

(Address of Registrant’s principal
executive offices)



(212) 538-0100

(Registrant’s telephone number, including
area code)



Securities Registered Pursuant to Section 12(b)
of the Act:



|Title of Each Class          |  | Trading Symbol |  | Name of Each Exchange on Which Registered
|---------------------------- |  | -------------- |  | -----------------------------------------
|                             |  |                |  |                                          
|Common Stock, $.01 par value |  | ENZ            |  | The New York Stock Exchange              



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

YesoNox



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.

YesoNox



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

YesxNoo



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).

YesxNoo







Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filero |  | Accelerated filerx |  | Non-accelerated filero |  | Smaller reporting Companyx |  | Emerging growth companyo
|------------------------ |  | ------------------ |  | ---------------------- |  | -------------------------- |  | ------------------------



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act of 1934).

YesoNox



The aggregate market value of the registrant’s voting
stock held by non-affiliates of the registrant was approximately $164,485,000 as of January 31, 2019.



The number of shares of the Company’s common stock, $.01
par value, outstanding at November 15, 2019 was 47,556,807.



DOCUMENTS INCORPORATED BY REFERENCE



None







None.



TABLE OF CONTENTS



|PART III |  |                                                                                                |  |     
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                |  |     
|Item     |  | Description                                                                                    |  | Page
|         |  |                                                                                                |  |     
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                         |  | 2   
|         |  |                                                                                                |  |     
|Item 11. |  | Executive Compensation                                                                         |  | 10  
|         |  |                                                                                                |  |     
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 26  
|         |  |                                                                                                |  |     
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                      |  | 28  
|         |  |                                                                                                |  |     
|Item 14. |  | Principal Accounting Fees and Services                                                         |  | 29  
|         |  |                                                                                                |  |     
|PART IV  |  |                                                                                                |  |     
|         |  |                                                                                                |  |     
|Item     |  | Description                                                                                    |  | Page
|         |  |                                                                                                |  |     
|Item 15. |  | Exhibits, Financial Statement Schedules                                                        |  | 30  



EXPLANATORY NOTE



Enzo Biochem, Inc. (the
“Company”) is filing this Amendment No. 1 to Form 10-K on Form 10-K/A for the fiscal year ended July 31,
2019, in order to amend and restate Part III, Items 10 through 14 of the report on Form 10-K (the “original 10-K”)
that we originally filed with the Securities and Exchange Commission (the “SEC”) on October 15, 2019.



This Form 10-K/A has
been prepared and filed in reliance on General Instruction G to Form 10-K, which provides that registrants may provide the information
required by Part III in a definitive proxy statement or an amendment to the Form 10-K filed with the SEC within 120 days after
the end of the fiscal year covered by the report. The Company had initially planned to file the Part III information in a definitive
proxy statement. Because the Company has filed a preliminary proxy statement on November 20, 2019, the Company has determined to
instead file this Form 10-K/A to provide the Part III information within the required time period.



In accordance with Rule
12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each item of the original Form 10-K
that is amended by this Form 10-K/A is restated in its entirety, and this Form 10-K/A is accompanied by currently dated certifications
on Exhibits 31.3 and 31.4 by the Company’s Chief Executive Officer and Chief Financial Officer.



The original Form 10-K
is therefore amended to (i) delete the reference on the cover of the original Form 10-K to the incorporation by reference
of a definitive proxy statement into Part III of such Form 10-K and (ii) revise Part III, Items 10 through 14 of the Company’s
original Form 10-K to include information previously omitted from the original Form 10-K.



Except as described
above, no other changes have been made to the original Form 10-K. The original Form 10-K continues to speak as of October
15, 2019, the date the Company filed the original Form 10-K with the SEC, and other than as expressly indicated in this Form 10-K/A,
the Company has not updated the disclosures



1





contained therein to reflect any events
that have occurred at a date subsequent to October 15, 2019. Accordingly, this Form 10-K/A should be read in conjunction with the
original Form 10-K and the Company’s other reports filed thereafter.



FORWARD LOOKING STATEMENTS



This Annual Report contains
“forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical fact, including, without limitation, the statements under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” are “forward-looking statements.” Forward-looking
statements may include the words “believes,” “expects,” “plans,” “intends,” “anticipates,”
“continues” or other similar expressions. These statements are based on the Company’s current expectations of
future events and are subject to a number of risks and uncertainties that may cause the Company’s actual results to differ
materially from those described in the forward-looking statements. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.
The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.



Part III



ITEM 10. Directors, Executive Officers and Corporate
Governance.



Directors

The Company’s Board has three staggered classes of Directors,
each of which serves for a term of three years. The names of our directors, their ages and their positions with the Company are
set forth below, followed by certain other information about them:



Class II Directors: Term to Expire in
2020:



|Name                          |  | Year First Became A Director
|----------------------------- |  | ----------------------------
|Barry W. Weiner (age 69)      |  | 1972                        
|Bruce A. Hanna, Ph.D (age 76) |  | 2017                        



Class III Director: Term to Expire in
2021



|Name                          |  | Year First Became a Director
|----------------------------- |  | ----------------------------
|Elazar Rabbani, Ph.D (age 76) |  | 1976                        



Class I Directors: Term to Expire in
2022



|Name                      |  | Year First Became a Director
|------------------------- |  | ----------------------------
|Gregory M. Bortz (age 50) |  | 2010                        
|Dov Perlysky (age 57)     |  | 2012                        



BARRY W. WEINERis
the Company’s President, Chief Financial Officer, Principal Accounting Officer as well as a director and founder of the Company.
He has served as the Company’s President since 1996, and previously held the position of Executive Vice President. Before
his employment with Enzo Biochem, he worked in several managerial and marketing positions at the Colgate Palmolive Company. Mr.
Weiner is a member of the New York Biotechnology Association. He received his Bachelor of Arts degree in Economics from New York
University and his Master of Business Administration in Finance from Boston University.



We believe that Mr. Weiner’s
qualifications to serve on our Board are demonstrated by his deep knowledge of our businesses and the industries in which we are
involved, along with his experience in finance, management and marketing, including the identification of acquisition targets,
business development and partnering and raising capital.

2





BRUCE A. HANNA, Ph.D.
has been a director of the Company since January 2017. He is currently a member of the Company’s Audit, Compensation and
Nominating/Governance Committees and is the chairman of the Nominating/Governance Committee. He has served as a Clinical Professor
of Pathology and Clinical Professor of Microbiology at the New York University School of Medicine since 1979 and Adjunct Professor
of Science at New York University College of Dentistry since 2010. From 2006 to 2015, he served on the ASM International Committee
and WHO Global Committee; from 2000 to 2012, he served as the Editor of the Clinical Microbiology Review; from 1982 to 2010, he
was a director of Clinical Microbiology and Immunology; and from 2008 to 2010 he was Interim director of Pathology, Bellevue Hospital
Center. Dr. Hanna earned a Bachelor of Science in Biology from Saint Bonaventure University, a Masters in Science in Microbiology
from Northeastern University and a Ph.D. in Microbiology from Saint John’s University. Dr. Hanna’s post-doctorate
work in Clinical Microbiology was at Mt. Sinai Hospital.



We believe that Dr. Hanna’s
qualifications to serve on our Board are demonstrated by his professional background, experience in the healthcare field, including
his academic background and technical experience.



ELAZAR RABBANI, Ph.D.is an Enzo Biochem founder and has served as the Company’s Chairman of the Board and Chief Executive Officer since its
inception in 1976 and as Secretary since November 25, 2009. Dr. Rabbani has authored numerous scientific publications
in the field of molecular biology, in particular, nucleic acid labeling and detection. He is also the lead inventor of many of
the Company’s pioneering patents covering a wide range of technologies and products.



Dr. Rabbani received
his Bachelor of Arts degree from New York University in Chemistry and his Ph.D. in Biochemistry from Columbia University. He is
a member of the American Society for Microbiology.



We believe that Dr. Rabbani’s
qualifications to serve on our Board are demonstrated by his extensive knowledge of our industry and his accomplishments over the
last 42 years, including building our intellectual property estate and the commercialization of technology, which has generated
significant revenues for the Company.



GREGORY M. BORTZ
has been a director of the Company since January 2010. He is currently a member of the Company’s Audit, Compensation and
Nominating/Governance Committees and has been the chairman of the Audit Committee since November 2010. Mr. Bortz became Enzo’s
Lead Independent Director in 2017. Mr. Bortz is the founder of the CREO group of companies (“CREO”) and serves
as CREO’s managing partner. CREO’s interests include a combination of private equity and hedge fund investments. On
the private equity side, CREO is currently investing through its third fund, CREO Capital Partners Fund III, L.P. Under Mr. Bortz’s
leadership, CREO has achieved successful exits from several private equity investments. CREO’s success is driven by its strategy
of acquiring middle market companies at reasonable prices, strengthening and improving their operations and balance sheets and
adding scale through selective, accretive mergers and acquisitions. Mr. Bortz serves as a board member of the companies in
CREO’s private equity portfolio. In addition, Mr. Bortz serves as the Chief Investment Officer of the CREO Select Opportunities
Fund, a hedge fund that focuses on investing in public fixed income and equity securities.



From October 2000 to
February 2005, Mr. Bortz was Senior Vice President in the Investment Banking Division, of Lehman Brothers, Inc., an international
investment bank. During his tenure at Lehman Brothers, Mr. Bortz was involved in numerous public and private debt and equity
offerings, mergers and acquisitions and restructurings. Prior to joining Lehman Brothers, Mr. Bortz held the position of Vice
President of Investment Banking at Credit Suisse First Boston, an international investment bank, from January 1998 to October 2000.
Mr. Bortz also previously held the position of Manager at the accounting firm of Ernst and Young (1994–1997) and Senior
at the public accounting firm of Arthur Andersen (1993–1994), both in those firms’ respective audit groups. Mr. Bortz
was qualified as a chartered accountant in England and Wales as well as in South Africa. He graduated with honors from the University
of Cape Town with a Bachelors of Business Science in Finance and holds a Postgraduate Diploma in Accounting from that same institution.



We believe that Mr. Bortz’s
qualifications to serve on our Board are demonstrated by his more than 24 years of accounting, auditing, financial and investment
banking experience, as well as his experience as a board member of CREO’s portfolio companies.

3





DOV PERLYSKYhas
been a director of the Company since September 2012. He is currently a member of the Company’s Audit, Compensation and Nominating/Governance
Committees. Mr. Perlysky became the chairman of the Compensation Committee in 2017. Mr. Perlysky has been a member of
the Board of Directors of Pharma-Bio Serv, Inc. since 2004, Highlands State Bank since 2010 and News Communications since 2007.
Mr. Perlysky has also been the managing member of Nesher, LLC, a private investment firm, since 2000 and a director of Engex,
Inc., a closed-end mutual fund, since 1999. From 1998 until 2002, Mr. Perlysky was a vice president in the private client
group of Laidlaw Global Securities, a registered broker-dealer. Mr. Perlysky received his Bachelor of Science in Mathematics
and Computer Science from the University of Illinois in 1985 and his Master of Science in Management Studies from the J.L. Kellogg
School of Management of Northwestern University in 1991.



We believe that Mr. Perlysky’s
qualifications to serve on our Board are demonstrated by his professional background, experience in the healthcare field (including
his director position at Pharma-Bio Serv, Inc.), other current and past board positions and finance background, making him well
qualified as a member of our Board.



Family Relationships



There are no family
relationship of first cousins or closer, among the Company’s directors and executive officers, by blood marriage or adoption,
except that Dr. Elazar Rabbani and Barry W. Weiner are brothers-in-law.



Corporate Governance Policies and Practices



The Company has a variety
of policies and practices to foster and maintain responsible corporate governance, including the following:



Corporate
Governance Guidelines—The Board adopted Corporate Governance Guidelines, which collect in one document many of the corporate
governance practices and procedures that had evolved over the years. These guidelines address the duties of the Board, director
qualifications and selection process, Board operations, Board committee matters and continuing education. The guidelines also
provide for annual self-evaluations by the Board and its committees. The Board reviews these guidelines on an annual basis. The
guidelines are available on the Company’s website at www.enzo.com and in print by
contacting Investor Relations at (212) 583-0100.



Corporate
Code of Business Conduct and Ethics—The Company has a Code of Business Conduct and Ethics that applies to all of the
Company’s employees, officers and members of the Board. The Code of Business Conduct and Ethics is available on the Company’s
website at www.enzo.com and in print by contacting Investor Relations at (212) 583-0100.



Board
Committee Charters—Each of the Company’s Audit, Compensation and Nominating/Governance Committees has a written
charter adopted by the Board that establishes practices and procedures for such committee in accordance with applicable corporate
governance rules and regulations. The charters are available on the Company’s website at www.enzo.comand in print by contacting Investor Relations at (212) 583-0100.



Diversity
Policy—As part of the Company’s commitment to improved governance and in connection with the Company’s shareholder
engagement program, the Board adopted a diversity policy this year. The Nominating/Governance Committee shall consider diversity
in its evaluation of candidates for Board membership in accordance with this policy. To reflect this policy, the Nominating/Governance
Committee seeks to include diverse candidates in all director searches, taking into account diversity of age, gender, race, culture,
business experience, education, skills, character and judgment, including by affirmatively instructing any search firm retained
to assist the Nominating/Governance Committee in identifying director candidates, to seek to include diverse candidates from traditional
and nontraditional candidate groups.



Director
Term Limits—The total cumulative length of time an Outside Director may serve on the Board is limited to a maximum of
three, three-year terms, whether consecutively or in total, plus any portion of an earlier three-year term that such Outside Director
may have been appointed to serve. The term limit set forth above may be extended for a maximum of one additional term if such individual
is re-nominated by the unanimous agreement of the Board.

4





Lead Independent
Director Charter—As part of the Company’s ongoing commitment to improved governance and in connection with the
Company’s shareholder engagement program, the Company amended the Lead Independent Director Charter this year to strengthen
the duties of the Lead Independent Director role. The duties of the Lead Independent Director, as set forth in the amended Lead
Independent Director Charter, among other things, are to:



| | · | develop the agendas for and serve as chairman of the executive sessions of the independent directors
of the Company;
| | - | --------------------------------------------------------------------------------------------------------------------



| | · | serve as principal liaison between the independent directors of the Company and the Chairman of
the Board and between the independent directors and senior management;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | approve the agendas for Board meetings;
| | - | ---------------------------------------



| | · | call meetings of the independent directors;
| | - | -------------------------------------------



| | · | approve the appropriate schedule of Board meetings; advise the Chairman of the Board as to the
quality, quantity and timeliness of the information submitted by the Company’s management that is necessary or appropriate
for the independent directors to effectively and responsibly perform their duties;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | ensure that independent directors have adequate opportunities to meet and discuss issues in executive
sessions without management present; if the Chairman of the Board is unable to attend a Board meeting, act as chairman of such
Board meeting;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | ensure that he or she is available for consultation and direct communication with major shareholder,
if requested, and acts as a contact for other interested persons;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | share with other directors, as he or she deems appropriate, letters and other communications and
contact that he or she receives;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | · | and perform such other duties as the Board shall from time to time delegate.
| | - | ----------------------------------------------------------------------------



In addition,
the Lead Independent Director may require information relating to any matter be distributed to the Board. Gregory M. Bortz has
served as Lead Independent Director since January 2017. The Lead Director role was established in October 2005.



The Lead
Independent Director Charter, as amended, is available on the Company’s website at www.enzo.com,
and in print by contacting Investor Relations at (212) 583-0100.



Director Independence



Requirements—The Board believes that a majority
of its members should be independent, non-employee directors. The Board adopted the following “Director Independence Standards,”
which are consistent with criteria established by the NYSE, to assist the Board in making these independence determinations:



No director can qualify
as independent if he or she has a material relationship with the Company outside of his or her service as a director of the Company.
A director is not independent if, within the preceding three years:



| | · | The director was an employee of the Company;
| | - | --------------------------------------------



| | · | An immediate family member of the director was an executive officer of the Company;
| | - | -----------------------------------------------------------------------------------



| | · | A director was affiliated with or employed by a present or former internal or external auditor
of the Company;
| | - | --------------------------------------------------------------------------------------------------------------



| | · | An immediate family member of a director was affiliated with or employed in a professional capacity
by a present or former internal or external auditor of the Company;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

5





| | · | A director, or an immediate family member of the director, received more than $120,000 per year
in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation
for prior services (provided such compensation is not contingent in any way on continued service);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The director, or an immediate family member of the director, was employed as an executive officer
of another company where any of the Company’s executives served on that company’s compensation committee of the board
of directors;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The director was an executive officer or employee, or an immediate family member of the director
was an executive officer, of another company that made payments to, or received payments from, the Company for property or services
in an amount which, in any single fiscal year, exceeded the greater of $1 million or two percent (2%) of such other company’s
consolidated gross revenues;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The director, or an immediate family member of the director, was an executive officer of another
company that was indebted to the Company, or to which the Company was indebted, where the total amount of either company’s
indebtedness to the other was five percent (5%) or more of the total consolidated assets of the Company he or she served as an
executive officer; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The director, or an immediate family member of the director, was an officer, director or trustee
of a charitable organization where the Company’s annual discretionary charitable contributions to the charitable organization
exceeded the greater of $1 million or two percent (2%) of that organization’s consolidated gross revenues.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Board has reviewed
all material transactions and relationships among each director, and any member of his or her immediate family, and the Company,
its senior management and its independent auditors. Based on this review and in accordance with its independence standards outlined
above, the Board has affirmatively determined that all of the non-employee directors are independent as such term is defined by
the NYSE.



Board Leadership Structure and Role in Risk Oversight



Elazar Rabbani, Ph.D.,
has been the Company’s Chairman of the Board and Chief Executive Officer since the Company’s inception in 1976. The
Company believes that having one person, particularly Dr. Rabbani with his deep industry and executive management experience,
his extensive knowledge of the operations of the Company and his own history of innovation and strategic thinking, to serve as
both Chief Executive Officer and Chairman is the best leadership structure for the Company. The Board believes this demonstrates
to employees, customers and shareholders that the Company is under strong leadership with a single person setting the tone and
having primary responsibility for managing the Company’s operations. This unity of leadership promotes strategy development
and execution, timely decision-making and effective management of Company resources. The Company believes that it has been well
served by this structure.



As described above,
three of the Company’s five directors are independent. In addition, all of the directors on each of the Audit Committee,
Compensation Committee and Nominations and Corporate Governance Committee are independent directors and each of these committees
is led by a committee chair. The committee chairs set the agendas for their committees and report to the full Board. All of the
independent directors are highly accomplished and experienced business people in their respective fields, have demonstrated leadership
in significant enterprises and are familiar with board processes. The Company’s independent directors bring experience, oversight
and expertise from outside the Company and industry, while the Company’s Chairman and Chief Executive Officer and Mr. Weiner,
as President and Chief Financial Officer bring Company-specific experience and expertise.



Additionally, the Company
has had a Lead Independent Director since October 2005, whose duties, among other things, are to approve the agendas for all Board
meetings, call and lead the executive sessions of the independent directors of the Company, be available for engagement with major
shareholders, serve as liaison between the independent directors of the Company on one hand and the Chairman of the Board and senior
management on the other hand, advise the Chairman of the Board as to the quality, quantity and timeliness of the information submitted
by the Company’s management to the independent directors; and perform such other duties as the Board shall from time to time
delegate.

6





While the Board is responsible
for overseeing the Company’s risk management, the Board has delegated many of these functions to the Audit Committee. Under
its charter, the Audit Committee is responsible for discussing the Company’s major financial risk exposures, the guidelines
and policies by which risk assessment and management is undertaken, and the steps management has taken to monitor and control risk
exposure with management and the independent auditors. In addition to the Audit Committee’s work in overseeing risk management,
the full Board regularly engages in discussions regarding the most significant risks that the Company is facing and how those risks
are being managed. The Board also receives risk management updates directly from the Company’s senior management and from
the chair of the Audit Committee. In addition, the Chairman and Chief Executive Officer’s extensive knowledge of the Company
and experience in the industries in which we operate uniquely qualifies him to lead the Board in assessing the whole panoply of
risks the Company faces. The Board believes that the work undertaken by the Audit Committee, the full Board and the Chairman and
Chief Executive Officer, enables the Board to effectively oversee the Company’s risk management function. Gregory M. Bortz
has served as Lead Independent Director since January 2017.



Board Nomination Policies and Procedure



Nomination Procedure—The
Nominating/Governance Committee is responsible for identifying, evaluating and recommending candidates for election to the Board,
with due consideration for recommendations made by other Board members, the Chief Executive Officer and other sources, including
shareholders. The total cumulative length of time that any Outside Director may serve on the Board is limited to a maximum of three
three-year terms, whether consecutively or in total, plus any portion of an earlier three-year term that such Outside Director
may have been appointed to serve. The term limit set forth above may be extended for a maximum of one additional term if such individual
is re-nominated by the unanimous agreement of the Board. The Nominating/Governance Committee also considers the appropriate balance
of experience, skills and characteristics desirable among the members of the Board to maintain a diverse Board. The independent
members of the Board review the Nominating/Governance Committee candidates and nominate candidates for election by the Company
shareholders. The Nominating/Governance Committee will consider candidates for election to the Board recommended by shareholders
of the Company.



Directors must also
possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests
of all shareholders. Board members are expected to diligently prepare for, attend and participate in Board and applicable committee
meetings. Each Board member is expected to ensure that other existing and future commitments do not materially interfere with the
member’s service as a director.



The Nominating/Governance
Committee also reviews whether a potential candidate will meet the Company’s independence standards and any other director
or committee membership requirements imposed by law, regulation or NYSE rules.



The Nominating/Governance
Committee will consider, among other factors, the following to evaluate recommended nominees:



| | · | The Board’s current composition, including expertise, diversity, balance of management
                                                                                                         and non-management directors;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Independence and other qualifications required or recommended by applicable laws, rules and regulations
(including NYSE requirements) and the Company’s policies and procedures; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The general qualifications of potential nominees, including, but not limited to: personal integrity,
loyalty to the Company and concern for its success and welfare; experience at strategy and policy setting; high-level leadership
experience in business; breadth of knowledge about issues affecting Enzo Biochem; an ability to work effectively with others; sufficient
time to devote to the Company; and freedom from conflicts of interest.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Director candidates
recommended to the Committee are subject to full Board approval and subsequent election by the shareholders. The Board is also
responsible for electing directors to fill vacancies on the Board that occur due to retirement, resignation, expansion of the Board
or other reasons between the annual meetings of shareholders. The Nominating/Governance Committee may retain a recruitment firm,
from time to time, to assist in identifying

7





and evaluating director candidates. When a firm is used, the committee provides specified
criteria for director candidates, tailored to the needs of the Board at that time, and pays the firm a fee for these services.
Suggestions for director candidates are also received from Board members, management, shareholders and may be solicited from professional
associations as well.



Audit Committee



The Audit Committee
was established by and among the Board for the purpose of overseeing the accounting and financial reporting processes of the Company
and audits of the financial statements of the Company in accordance with Section 3(a)(58)(A) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The Audit Committee is authorized to review proposals of the Company’s
auditors regarding the annual audit, recommend the engagement or discharge of the auditors, review recommendations of such auditors
concerning accounting principles and the adequacy of internal controls and accounting procedures and practices, review the scope
of the annual audit, approve or disapprove each professional service or type of service other than standard auditing services to
be provided by the auditors, and review and discuss the audited financial statements with the auditors. The current members of
the Audit Committee are Messrs. Bortz and Perlysky and Dr. Hanna. Mr. Bortz has been the Chairman since November 2010.
The Board has determined that each of the Audit Committee members is independent, as defined in the NYSE’s listing standards
and applicable SEC Rules. The Board has further determined that Mr. Bortz is an “audit committee financial expert”
as such term is defined under Item 407(d)(5)(ii) of Regulation S-K promulgated under the Exchange Act, and that each director
is financially literate as required under the NYSE listing standards.



Executive officers and key employees



Set forth below is the
name, age and title of each executive officer and key employee of the Company followed by a summary of each executive’s and
key employee’s background.



|Name                  |  | Age |  | Year Became aDirector, ExecutiveOfficer or KeyEmployee |  | Position                                                                                    
|--------------------- |  | --- |  | ------------------------------------------------------ |  | --------------------------------------------------------------------------------------------
|Elazar Rabbani, Ph.D. |  | 76  |  | 1976                                                   |  | Chairman of the Board, Chief Executive Officer and Secretary                                
|Barry W. Weiner       |  | 69  |  | 1977                                                   |  | President, Chief Financial Officer, Principal Accounting Officer, Treasurer and Director (1)
|Dieter Schapfel, M.D. |  | 56  |  | 2014                                                   |  | Chief Medical Director, Enzo Clinical Labs                                                  
|Kara Cannon           |  | 51  |  | 2018                                                   |  | Corporate Vice President, Commercial Operations                                             
|Bruce A. Dey          |  | 61  |  | 2014                                                   |  | Vice President of Sales, Enzo Clinical Labs                                                 








|(1) | Director term expires at the Annual Meeting.
|--- | --------------------------------------------



Biographical Information Regarding Directors, Executive Officers
and Key Employees



ELAZAR RABBANI, Ph.D.is an Enzo Biochem founder and has served as the Company’s Chairman of the Board and Chief Executive Officer since its
inception in 1976 and as Secretary since November 25, 2009. Dr. Rabbani has authored numerous scientific publications
in the field of molecular biology, in particular, nucleic acid labeling and detection. He is also the lead inventor of many of
the Company’s pioneering patents covering a wide range of technologies and products. Dr. Rabbani received his Bachelor
of Arts degree from New York University in Chemistry and his Ph.D. in Biochemistry from Columbia University. He is a member of
the American Society for Microbiology.



BARRY W. WEINERis
the Company’s President, Chief Financial Officer, Principal Accounting Officer as well as a director and founder of the Company.
He has served as the Company’s President since 1996, and

8





previously held the position of Executive Vice President. Before
his employment with Enzo Biochem, he worked in several managerial and marketing positions at the Colgate Palmolive Company. Mr.
Weiner is a member of the New York Biotechnology Association. He received his Bachelor of Arts degree in Economics from New York
University and his Master of Business Administration in Finance from Boston University.



DIETER SCHAPFEL,
M.D.is theChief Medical director for Enzo Clinical Labs and has been employed with the Company since 2012, initially
as a consulting pathologist. Dr.Schapfel served as Medical Director of Pathology at Southside Hospital–North Shore/Long Island
Jewish Health System from 2006 to 2012. He served as a staff pathologist at Huntington Hospital from January 2004 to June 2006.
Dr. Schapfel served as director of Pathology and Medical Affairs and the College of American Pathologists director of Pathology,
Dublin, Ireland and Farmingdale, New York for Icon Laboratories from February 2002 to October 2003. Dr. Schapfel is a graduate
of the State University of New York at Stony Brook, College of Medicine, where he also served his residency. He is a diplomat of
the American Board of Pathology with certification in Anatomic and Clinical Pathology and is also a diplomat of The National Board
of Medical Examiners.



KARA CANNONis
Corporate Vice President of Commercial Operations and has been employed with the Company since 2011. She is responsible for strategic
and tactical marketing, sales, manufacturing and general management of the operations. Ms. Cannon previously held executive positions
at Pall Corporation, where she focused on commercial operations within the areas of diagnostics, biotechnology and biosciences.
She has also held marketing and technical positions at Dynal Biotech (now ThermoFisher Scientific). She has had extensive experience
in the marketing and selling of innovative platforms for the diagnostics markets, as well as, the development and execution of
strategic plans for the growth and sustainability of diagnostic-related businesses. Ms. Cannon holds a BA from Franklin and Marshall
College.



BRUCE A. DEY
is Vice President, Sales & Marketing for Enzo Clinical Labs and joined on December 6, 2003. Mr. Dey has over 31 years
of experience developing sales and commercial operations in the laboratory services industry. Prior to joining Enzo Clinical Labs,
Mr. Dey served as Vice President, Sales & Marketing for CDS Laboratories from 1989 to 2001, which was acquired by
Quest Diagnostics in November 2001. He began his career with SmithKline Beecham Clinical Laboratories. Mr. Dey earned a Bachelor
of Science in Economics and a Master of Business Administration from The State University of New York at Albany.



Section 16(A) Beneficial Ownership Reporting
Compliance



Section 16(a) of
the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than 10% of a
registered class of the Company’s equity securities (collectively, “Reporting Persons”) to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company within
two business days. Such executive officers, directors and greater than 10% beneficial owners are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms filed by such Reporting Persons. Based solely on a review of the
copies of such forms furnished to us and on written representations that no Form 5 was required to be filed, we believe that,
during the fiscal year ended July 31, 2019, all of our directors and executive officers timely complied with the Section 16(a)
filing requirements.



Code of Business Conduct and Ethics



The Company has adopted
a Code of Business Conduct and Ethics (as such term is defined in Item 406 of Regulation S-K). The Code of Business Conduct
and Ethics is available on the Company’s website at www.enzo.com, and in print by
contacting Investor Relations at (212) 583-0100. The Code of Business Conduct and Ethics applies to the Company’s employees,
officers and members of the Board. The Code of Business Conduct and Ethics has been designed to deter wrongdoing and to promote:



| | · | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company
files with, or submits to, the SEC and in other public communications made by the Company;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Compliance with applicable governmental laws, rules and regulations;
| | - | --------------------------------------------------------------------

9





| | · | The prompt internal reporting or violations of the Code of Business Conduct and Ethics to an appropriate
person or persons identified in the Code of Business Conduct and Ethics; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Accountability for adherence to the Code of Business and Conduct and Ethics.
| | - | ----------------------------------------------------------------------------



ITEM 11. Executive Compensation.



Director Compensation



The following table sets forth the information
concerning compensation earned during our fiscal year ended July 31, 2019 by all non-employee Directors (table format below):



|Name                          |  | Fees Earned orPaid in Cash |  | Stock OptionsAwards(1) |  | Change in Pension Value andNon-Qualified DeferredCompensation Earnings |  | All OtherCompensation |  | Total   
|----------------------------- |  | -------------------------- |  | ---------------------- |  | ---------------------------------------------------------------------- |  | --------------------- |  | --------
|Gregory M. BortzLead Director |  | $97,500                    |  | $100,000               |  | —                                                                      |  | —                     |  | $197,500
|Dov PerlyskyDirector          |  | $62,500                    |  | $100,000               |  | —                                                                      |  | —                     |  | $162,500
|Bruce A. Hanna, Ph.D.Director |  | $62,500                    |  | $100,000               |  | —                                                                      |  | —                     |  | $162,500






|(1) | Represents the grant fair value on the respective grant date
    for the fiscal year ended July 31, 2019, in accordance with accounting authoritative guidance.  The assumptions
    used in calculating these amounts are set forth in Notes 1 and 11 to the Company’s consolidated financial statements
    for the fiscal year ended July 31, 2019, included in the Company’s Form 10-K filed with the SEC on October 15,
    2019. As of July 31, 2019, each non-Employee Director serving during the fiscal year ended July 31, 2019 had the following
    number of outstanding options: Mr. Bortz – 306,813; Mr. Perlysky – 306,813; and Dr. Hanna – 175,099.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Compensation of Executive Officers



Compensation Discussion and Analysis



The Compensation Committee
of our Board oversees our executive compensation program. In this role, the Compensation Committee reviews and approves all compensation
decisions relating to our Named Executive Officers. The Compensation Committee also reviews and approves all equity awards for
all employees except for annual amounts pre-approved for granting by the Chief Executive Officer or President for non-officers
or new employees in connection with employment offers.



The Company strives
to apply a uniform philosophy to compensation for all of its employees. This philosophy is based on the premise that the achievements
of the Company result from the combined and coordinated efforts of all employees working toward common objectives.



Say-on-Pay Feedback from Shareholders –



For the past three years,
the Company has conducted regular outreach on compensation and governance-related matters to its top shareholders. At our 2018
Annual Meeting of Shareholders, 86% of the shares that were voted were cast in favor of our say-on-pay proposal. As part of our
continued commitment towards shareholder engagement and our responsiveness to shareholder concerns, in 2018 we engaged in these
discussions with approximately 60% of our top 25 shareholders that own over 57% of our outstanding shares. While our engagements
this year have become more focused on Board and governance matters, compensation matters were discussed in some of these conversations.
As a whole, we continued to receive positive feedback regarding the evolution of our compensation program and the incorporation
of prior shareholder feedback received regarding our compensation program. Other comments from shareholders are as follows:



| | · | Investors supported the decision of the Compensation Committee to include performance-vested equity
for fiscal 2018 that along with stock options that could over time comprise up to 50% of long-term incentive
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10





| |   | grant value of our
Named Executive Officers, despite the fact that performance-vested equity awards are not used in any significant degree in our
peer group.                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                
| | · | Investors generally supported the long-term focus of our executive compensation program, and in
fact noted that the non-equity-based compensation of our executive officers was low compared to our peer group.



| | · | Shareholders appreciated the successful patent defense program and commented that management should
be recognized for the economic benefit to the Company.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



The feedback of our
shareholders and the operating performance of the Company were significant factors that impacted fiscal 2019 executive compensation.
The market price of the Common Stock decreased during fiscal 2019 resulting in a one-year shareholder return of (22.7%). Even though
the Company experienced strong performance, the Compensation Committee kept executive base pay salary in fiscal 2019 essentially
the same compared to fiscal 2018. The Company’s three-year annualized total shareholder return was 16.1% for the period ending
fiscal year 2019 putting us in the 6th percentile of our peer group.



Objectives and Philosophy of Our Executive Compensation
Program



The primary objectives
of the Compensation Committee with respect to executive compensation are to:



| | · | align executives’ incentives with the creation of shareholder value;
| | - | --------------------------------------------------------------------



| | · | align executive compensation with our corporate business objectives and performance;
| | - | ------------------------------------------------------------------------------------



| | · | promote the achievement of key strategic and financial performance objectives through cash and
equity incentives; and
| | - | ---------------------------------------------------------------------------------------------------------------------



| | · | align executive compensation with comparable companies in our industry sectors to attract, retain
and motivate the best possible executive talent.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



The Compensation Committee
views base salary, cash bonus and long-term incentives as the elements of a compensation mixture, which aligns the Company’s
goals with the elements of compensation of the broader peer group. We award long-term incentive compensation in the form of stock,
stock options or restricted stock awards that vest over time. We believe this practice helps to retain our executives and aligns
their interests with those of our shareholders by allowing them to participate in the longer term success of our Company as reflected
in stock price appreciation. We believe that the use of both time and performance-vested stock, stock options and restricted stock
minimizes the likelihood of risky behavior and risky decision-making that would be influenced by opportunities for short-term gains.



To achieve these objectives,
the Compensation Committee evaluates senior management, with input from our Chief Executive Officer, with the goal of setting compensation
at levels that are competitive with our industry competitors who compete with us for executive talent. The Compensation Committee
also conducts an annual evaluation of the Chief Executive Officer in addition to senior management evaluations. Our Compensation
Committee considers key financial, strategic and operational objectives including, but not limited to: design and implementation
of the Company’s strategic plan, award of new patents, intellectual property protection, advancement of strategic alliances,
operational efficiencies, M&A activity, licensing, new product introductions, provider contracts, investor relations, corporate
governance and our financial and operational performance, as quantified by measures at the consolidated level and for each of the
operating segments.



The Compensation Committee
each year re-evaluates and uses a peer group of publicly traded companies, which they believe have business life cycles, revenues,
market capitalizations, products, research and development investment levels and/or number/capabilities of employees that are roughly
comparable to ours and, which the Compensation Committee believes we compete with for executive talent. The Compensation Committee
has retained Gallagher as an independent compensation consultant. The Company’s senior management, with the assistance of
Gallagher, compiled a list of peer companies. Since 2005, Gallagher has analyzed the executive compensation programs of these companies
and issued reports to the Compensation Committee – most recently in

11





November 2018. Gallagher advised the Compensation Committee
during the fiscal 2018 compensation process that the total executive compensation was below the median of executive compensation
of the Company’s peer group. For fiscal 2018, the Compensation Committee kept fiscal 2018 compensation at or near the prior
year levels and used the fiscal 2017 market review to confirm that compensation was below the median of market range.



The peer companies for
fiscal 2019 were selected primarily based on their participation in the medical device services, and biotechnology research-related
industries and were comparable to us with respect to size, market capitalization and revenue based upon information available.
We also considered their similarity in organizational and operational complexity and stage of development where practicable. We
believe the size of the peer group, 17 entities, is appropriate in light of the diverse nature of our industries and industry and
sector volatility. For fiscal 2019, the peer group is the same as fiscal 2018. The companies that were included in the most recent
peer group this year are as follows:



| | · | Array BioPharma, Inc.
| | - | ---------------------



| | · | Fluidigm Corp.
| | - | --------------



| | · | Harvard Bioscience, Inc.
| | - | ------------------------



| | · | Invitae Corp.
| | - | -------------



| | · | Luminex Corp.
| | - | -------------



| | · | Meridian Biosciences, Inc.
| | - | --------------------------



| | · | Merrimack Pharmaceuticals, Inc.
| | - | -------------------------------



| | · | Momenta Pharmaceuticals, Inc.
| | - | -----------------------------



| | · | Nanostring Technologies, Inc.
| | - | -----------------------------



| | · | Natera, Inc.
| | - | ------------



| | · | Neogenomics, Inc.
| | - | -----------------



| | · | OraSure Technologies, Inc.
| | - | --------------------------



| | · | Oxford Immunotec Global PLC
| | - | ---------------------------



| | · | Pacific Biosciences of California
| | - | ---------------------------------



| | · | Quidel Corp.
| | - | ------------



| | · | Repligen Corp.
| | - | --------------



| | · | Spectrum Pharmaceuticals, Inc.
| | - | ------------------------------



We compete with many
other companies for executive personnel. The Compensation Committee generally targets total compensation for executives to be no
higher than the 50th percentile of total compensation paid to similarly situated executives of the companies in the peer group.



The Compensation Committee
may adjust compensation levels, upon consideration of the relevant drivers relating to the life sciences, clinical diagnostics
or therapeutics industries we operate in, with respect to an executive’s individual experience and performance level and
the overall performance of the Company.



The Compensation Committee
met two times in fiscal 2019 in order to review and approve our compensation for Named Executive Officers and non-employee directors,
and approve equity awards for all employees. The results of the Compensation Committee activities were reported to the Board.



Components of our Executive Compensation Program



The primary elements
of our executive compensation program are:



| | · | base salary;
| | - | ------------

12





| | · | time-based stock options awards;
| | - | --------------------------------



| | · | performance-based equity awards;
| | - | --------------------------------



| | · | non-equity incentive plan compensation;
| | - | ---------------------------------------



| | · | benefits and other compensation; and
| | - | ------------------------------------



| | · | severance and change in control benefits.
| | - | -----------------------------------------



Base Salary



Base salary levels recognize
the experience, skills, knowledge and responsibilities of each executive’s position within the Company.



Exclusive of the base
salaries that are contractual, base salaries are reviewed annually by the Compensation Committee, and may be adjusted from time
to time to realign salaries with market levels and our peer group after taking into account individual responsibilities, performance,
experience and cost of living. Base salaries also may be increased for merit reasons, based on the executive’s success in
meeting or exceeding individual performance objectives, promoting our core values and demonstrating leadership abilities.



The base salaries of
the two founders, Dr. Elazar Rabbani, our Chairman of the Board, Chief Executive Officer, Secretary and Director and Mr. Barry
Weiner, our President, Chief Financial Officer, Principal Accounting Officer, Treasurer and Director are set in accordance with
the terms of executed employment agreements with each individual. Pursuant to the terms of their respective employment agreements,
Dr. Rabbani and Mr. Weiner were at a base annual salary of $611,000 and $542,000, respectively.



The base salary for
Mr. O’Brien for fiscal 2019 was $317,000, which was unchanged from fiscal 2018. The base salary of Dr. Schapfel was increased
from $323,077 to $330,000 for fiscal 2019. Mr. Dey’s base salary decreased in fiscal 2019 from $448,565 to $324,765, due
to lower commission related to a decrease in Clinical Services revenue. The base salary for Ms. Kara Cannon was increased from
$198,462 to $220,000.



Non-Equity Incentive
Compensation



The Company adopted
a “Pay for Performance” Plan (the “Plan”) for the Named Executive Officers and key management personnel
to align incentive pay with performance as set forth with the individual based on their role with the Company. The performance
goals for the Named Executive Officers and the annual performance awards are determined and approved by the Compensation Committee
annually. The Plan provides for performance measures based on financial and non-financial measures and rewards for achievement
for targets attained and/or improvements realized.



The weights on financial
performance measures vary for corporate and divisional officers from 30% to 60% and include product and services revenue growth,
planned improvement in margins (divisional only), profitability and cash flows, with adjustments for non-recurring, uncontrollable
events impacting revenues, expenses or cash flow beyond the control of management and certain legal expenses over the prior fiscal
year. The Compensation Committee chose these measures for fiscal 2018 and 2019 because they believe they are aligned with our core
operating performance for fiscal 2018 and 2019, which focused on the business improvement over the prior year.



The weights on non-financial
performance measures are between 20% and 30% and include strategic, operational and individual goals. Strategic and operational
measures for fiscal 2019, depending on whether a corporate or divisional Named Executive Officer, include among others, business
and technology advancement, advancement of partnering arrangements and litigation proceedings, customer satisfaction, process and
infrastructure improvements, implementation of cost reductions, quality assurance and employee satisfaction. Individual performance
measures, which are 30% of target goals, include communication, leadership and process improvement. The measures provide for Threshold,
Target and Maximum awards and are based on various ranges of performance.

13





For the fiscal year
ended July 31, 2019, the Compensation Committee considered the following non-equity incentive plan awards ranges for the Named
Executive Officers and Dieter Schapfel, M.D., Kara Cannon and Bruce A. Dey (“Key Employees”):



|                      |  | Calculated payouts under non-equity incentive plan awards(1)
|--------------------- |  | ------------------------------------------------------------
|Name                  |  | Threshold ($)                                               
|Elazar Rabbani, Ph.D. |  | 458,250                                                     
|Barry W. Weiner       |  | 406,500                                                     
|Dieter Schapfel, M.D. |  | 52,800                                                      
|Kara Cannon           |  | 48,000                                                      
|Bruce A. Dey          |  | —                                                           








|(1) | See the “Summary Compensation Table” below for the actual amounts awarded to the Named
Executive Officers and Key Employees.
|--- | ----------------------------------------------------------------------------------------------------------------------------



The corporate financial
measures applicable to the Chief Executive Officer and President, exclusive of adjustments (none in fiscal 2019) and third-party
royalties income (none in fiscal 2019), include revenue, operating loss improvement and Adjusted EBITDA improvement, which are
equally weighted and averaged for the final results. The measures used for fiscal 2019 for the Named Executive Officers and corresponding
payouts are as follows:



|                                                        |  | Threshold     |  | Target |  | Maximum |  | Achieved
|------------------------------------------------------- |  | ------------- |  | ------ |  | ------- |  | --------
|Financial Performance Measures—Revenue                  |  | (in millions)
|Corporate Revenues—trade and service                    |  | $80.2         |  | $100.3 |  | $110.3  |  | $81.2   
|Payout—Revenue                                          |  | 50%           |  | 100%   |  | 150%    |  | 51%     
|Financial Performance Measures—Profit & Adjusted EBITDA |  |               |  |        |  |         |  |         
|Corporate operating loss improvement                    |  | $ 2.3         |  | $ 2.9  |  | $ 3.2   |  | $14.6   
|Adjusted EBITDA improvement                             |  | $ 1.4         |  | $ 1.8  |  | $ 2.0   |  | $13.6   
|Payout—Profits & Adjusted EBITDA                        |  | 80%           |  | 100%   |  | 150%    |  | 116%    



In connection with the
Plan, Dr. Rabbani was eligible for a maximum bonus of 110% of his base salary for the fiscal year ended July 31, 2019. Dr. Rabbani
was below target performance for his three financial goals and at target performance for his non-financial goals and was awarded
a bonus of $500,000 which represented 82% of his base pay. In reviewing the Chief Executive Officer’s performance, the Compensation
Committee recognized Dr. Rabbani’s broad contributions in the achievements listed above in his role as Chairman of the
Board, including oversight of and increases to our technology platform and scientific product development, recruitment of new members
of executive and scientific management, setting strategy for business development, implementing process improvement directly impacting
financial performance and integration and realignment of our operating sites and oversight and protection of intellectual property,
including outstanding patent litigation matters.



In connection with the
Plan, Mr. Weiner was eligible for a bonus of 110% of his base salary for the fiscal year ended July 31, 2019. Mr. Weiner
was below target performance for his three financial goals and at target performance for his non-financial goals and was awarded
a bonus of $375,000 which represented 69% of his base pay. The Compensation Committee recognized Mr. Weiner’s contributions
in strategic planning, financial management, including our Company’s financial position and liquidity, corporate governance,
communication efforts with our shareholders, investors and outside analysts, managing relationships with investment bankers for
equity raise opportunities, oversight of the finance group and compliance with the Company’s Section 404 Sarbanes-Oxley
requirements, role in recruitment of new management personnel and divisional management and leadership role among the divisional
executives.



In connection with the
Plan, Mr. James M. O’Brien was eligible for a bonus of 35% of his base salary. The Compensation Committee reviewed the recommendation
from our CEO with respect to Mr. O’Brien’s performance in meeting the non-financial objectives including, enhancing
our financial reporting internally and to the Board and the Audit Committee, participation in and achievements in the project to
reduce operating and corporate costs, including third-party contracts insurance program, benefit plans and professional fees, monitoring
internal controls and Section 404 Sarbanes-Oxley requirements, recruiting staff to the finance group and leadership role among
our

14





finance group and, specifically in 2019, directly managed financing and equity activities. Mr. James M. O’Brien was below
target performance for his three financial goals and exceeded threshold performance for his three non-financial goals and was awarded
a bonus of $75,000 which represented 24% of his base pay. Mr. O’Brien’s employment with the Company was terminated
on November 3, 2019, however he will be providing consulting services to the Company on an as needed basis.



In connection with the
Plan, Dieter Schapfel, M.D. was eligible for a bonus of 20% of his base salary under the Plan. The Compensation Committee reviewed
the recommendation from our Chief Executive Officer with respect to Dr. Schapfel’s performance in meeting the non-financial
objectives listed above, in expanding our platform technologies through the approval of new assays, validating three new platform
technologies, process improvements contributing to cost savings in clinical production and his contributions to operational excellence,
as evidenced by the high degree of regulatory compliance in laboratory operations. Dr. Schapfel was below threshold performance
for his four financial goals and exceeded target performance for his three non-financial goals and was awarded a bonus of $60,000
which represented 18% of his base pay.



In connection with the
Plan, Kara Cannon was eligible for a bonus of 30% of base salary under the Plan. The Compensation Committee reviewed the recommendation
from our Chief Executive Officer with respect to Kara Cannon’s performance in meeting the non-financial objectives including,
realigning the operations to support the new streamlined company structure, recruitment of new commercial staff to more aggressively
drive our revenue and commercialization efforts, participation in and achievements in the project to reduce operating costs and
increase overall operational efficiencies, drive Enzo’s strategy to transition development and commercialization efforts
around clinically relevant assays and products, develop industry partners and launch new products and assays to broaden our offering
in for industrial markets and was awarded a bonus of $60,000 which represented 27% of her base pay.



Mr. Bruce A. Dey
is not eligible for a bonus under the Plan given the commission structure he participates in as Vice President of Sales for Enzo
Clinical Labs.



Stock Options
and Stock Awards



The Compensation Committee
awards either stock options or stock as the primary vehicle for long-term incentives to our executives, including our Named Executive
Officers. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership
culture and help to align the interests of our Named Executive Officers and our shareholders. Equity awards are intended as both
a reward for contributing to the long-term success of our Company and an incentive for future performance.



Equity awards, in the
form of stock options, restricted stock and/or stock award units vest ratably over a two or three year period with 50% or 33%,
respectively of the award vesting 12 months after the Named Executive Officer’s start date or the annual anniversary
of the award grant and the remainder of the awards vesting annually over the remaining period. The vesting feature of our equity
awards is intended to further our goal of executive retention by providing an incentive to our Named Executive Officers to remain
in our employ during the vesting period. Equity awards are awarded under the 2011 Incentive Plan approved by the shareholders.



In the most recent fiscal
year, the Compensation Committee granted time-based stock options to the Named Executive Officers. The number of time-based awards
granted was based on strategic, financial and individual performance.



Performance Stock
Units



To better align the
long-term interests of the Named Executive Officers with growing U.S. practices, beginning in fiscal 2018 and including 2019,
the Compensation Committee granted long-term equity incentive awards in the form of time based stock options and performance-based
restricted stock units (“Performance Stock Units” or “PSUs”). Time-based awards continue to be based on
achievement of short-term growth objectives such as implementation of strategic business objectives, reporting of improved financial
results and the attainment of individual goals. The PSUs earned will be determined over a three-year performance period. The primary
performance metrics will be Revenue and Adjusted EBITDA growth, as determined by the Compensation

15





Committee. Payouts based on Revenue
and Adjusted EBITDA goals will be modified based on TSR performance relative to Enzo’s peer group.



The fiscal 2019 grant
value is comprised of stock options and PSUs, with the goal over time being equally weighted between the two incentive awards.
One PSU is convertible into one share of common stock.



The fiscal 2019 –
2021 PSU award provides for the conversion of the PSUs into shares of our Common Stock at the end of a three-year period based
on the achievement of average Revenue growth and Adjusted EBITDA growth goals over that period, as follow:



|Fiscal 2019-2021 PSUs                     |  | Threshold |  | Target |  | Maximum
|----------------------------------------- |  | --------- |  | ------ |  | -------
|Three-Year Average Revenue Growth         |  | 2%        |  | 5%     |  | 8%     
|Three-Year Average Adjusted EBITDA Growth |  | 5%        |  | 15%    |  | 25%    
|Percent of Target Payout                  |  | 50%       |  | 100%   |  | 150%   



For results between
these levels, the number of shares will be determined by interpolation. There will be no payout for results below the threshold
level. Each performance measure is separately determined and equally weighted. The definition of Adjusted EBITDA provides for adjustments
during the performance period for the impact of acquisitions or dispositions of businesses.



Payouts as determined
by the growth performance of Revenue and Adjusted EBITDA will be adjusted based on the three-year relative TSR. The number of PSUs
determined by the financial growth results will be multiplied by a modifier ranging from 80% to 120% (the “TSR Modifier”),
depending on the Company’s TSR percentile for the performance period relative to the TSR of the other companies in the Enzo
peer group for the performance period. The number of shares that can be earned is capped at 150% of the target number of PSUs awarded.



Vesting of the PSUs,
if any, will occur following the determination of performance subsequent to the conclusion of the three year performance period.
Named Executive Officers must be employed with the Company at the completion of the three year performance period.



On January 3, 2019,
the Named Executive Officers and Key Employees were issued performance stock units as a component of their total compensation package
as follows:



|Name                  |  | Performance Stock Units Granted
|--------------------- |  | -------------------------------
|Elazar Rabbani, Ph. D |  | 25,000                         
|Barry W. Weiner       |  | 20,000                         
|Dr. Dieter Schapfel   |  | 10,500                         
|Kara Cannon           |  | 10,500                         
|Bruce A. Dey          |  | 4,000                          



Determination
of Named Executive Officers and Key Employees Equity Awards



The Compensation Committee
believes this use of equity appropriately balances the competitive base salaries and annual performance-based cash bonus opportunities.
The annual goals focuses management on the shorter-term objectives, while the time-vesting stock options (which only have value
if the Company’s share price increases) provides a longer term incentive and alignment with shareholder interest. Moreover,
PSUs are aligned with long-term shareholder interest as these PSUs cliff vest based on the Company’s financial performance
following the conclusion of the three year performance period.



The Compensation Committee
makes annual equity awards based on a target dollar amount. While this results in an uncertain share usage, it results in a predictable
expense for the Company and allows the committee to tailor the value of the awards more precisely to reflect the Company’s
business direction, compensation philosophies, objectives and design. The Compensation Committee determines the target dollar amount
for stock-based awards to the Named Executive Officers and Key Employees on a discretionary basis and takes into account, among
other factors, the recommendations of the President, the Chief Executive Officer and Gallagher, together with our

16





compensation
benchmarks, individual accomplishments, importance of retention, prior equity awards and current equity holdings, burn rates, seniority
and internal pay equity considerations.



The actual number of
shares of common stock subject to an option granted is determined by dividing the dollar amount allocated to the grant by the Black-Scholes
value of the shares on the date of grant. The Compensation Committee has not applied a discount to the value of these shares to
reflect the forfeiture restrictions associated with service-based vesting. The Base Stock and Performance Stock are exercisable
into shares of the Company’s Common Stock with an exercise price equal to the closing price of the Common Stock on the NYSE
on the grant date and expire five (5) years from the date of grant.



In determining the size
of equity awards to our Named Executive Officers and Key Employees, our Compensation Committee considers comparable equity awards
of executives in our compensation peer group, our Company-level operating and stock performance, the applicable Named Executive
Officer’s and Key Employee’s performance, the amount of equity previously awarded to the executive, the vesting schedule
of such previous awards and the recommendations of management and Gallagher to the Compensation Committee. For the fiscal years
ended July 31, 2019, 2018 and 2017, average equity compensation as a percentage of total compensation for all Named Executive
Officers and Key Employees was 10%, 10% and 12%, respectively.



Equity awards are granted
annually in conjunction with the review of a Named Executive Officer’s and Key Employee’s individual performance. The
Compensation Committee reviews all components of the Named Executive Officer’s and Key Employee’s compensation when
determining annual equity awards to ensure that a Named Executive Officer’s and Key Employee’s total compensation conforms
to our overall philosophy and objectives.



On January 3, 2019,
the Named Executive Officers and Key Employees were issued stock options as a component of their total compensation package as
follows:



|Name                  |  | Stock OptionsIssued |  | ExercisePrice |  | Market Value atTime of Issuance
|--------------------- |  | ------------------- |  | ------------- |  | -------------------------------
|Elazar Rabbani, Ph. D |  | 128,000(1)          |  | $2.80         |  | $135,296                       
|Barry W. Weiner       |  | 115,000(1)          |  | $2.80         |  | $121,555                       
|Dr. Dieter Schapfel   |  | 52,000(2)           |  | $2.80         |  | $56,316                        
|Kara Cannon           |  | 52,000(2            |  | $2.80         |  | $56,316                        
|Bruce A. Dey          |  | 18,000(2)           |  | $2.80         |  | $19,494                        








|(1) | Each option award vests in equal amounts
                                         on the first and second anniversaries of the award grant.       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                   
|(2) | Each option award vests in equal amounts
                                         on the first, second and third anniversaries of the award grant.



Dr. Schapfel’s,
Mr. Dey’s and Ms. Cannon’s stock option awards were based on their financial and non-financial performance to
the Company. The market value at the time of issuance is determined based on the Black-Scholes model.



Tax and Accounting
Considerations; Tax Deductibility



Federal tax laws impose
requirements in order for compensation payable to the Chief Executive Officer and certain executive officers to be fully deductible.
The Company believes it has taken appropriate actions to maximize its income tax deduction. Section 162(m) of the International
Revenue Code (the “Code”) generally precludes a public corporation from taking a deduction for compensation in excess
of $1,000,000 for its Chief Executive Officer, Chief Financial Officer or any of its three other highest-paid executive officers
(besides the Chief Executive Officer or Chief Financial Officer).



Annually, the Company
reviews all compensation programs and payments to determine the tax impact on the Company as well as on the executive officers.
In addition, the Company reviews the impact of its programs against other considerations, such as accounting impact, shareholder
alignment, market competitiveness, effectiveness and perceived value to employees. Because many different factors influence a well-rounded,
comprehensive executive compensation program, some compensation may not be deductible under Section 162(m) of the Code. The
Company will continue to monitor developments and assess alternatives for preserving the deductibility of

17





compensation payments
and benefits to the extent reasonably practicable, consistent with its compensation policies and as determined to be in the best
interests of the Company and its shareholders.



Our annual base salary,
a portion of cash incentive compensation and time-based restricted stock units are generally subject to the deduction limitations
in Section 162(m) of the Code. For 2019 all direct compensation is expected to be tax deductible. To maintain flexibility
in compensating executive officers in view of the overall objectives of our compensation program, the Compensation Committee has
not adopted a policy requiring that all compensation be tax deductible.



Risk Considerations
in Our Compensation Program



We do not believe our
compensation policies and practices encourage or support excessive risk-taking by our executive officers or key managers. We establish
compensation practices that we believe provide an appropriate level of incentive-based compensation, in combination with non-incentive-based
compensation, to encourage our executive officers and key managers to act in the long-term best interests of the Company and our
shareholders. These practices include:



| | · | Awarding annual incentive bonuses based on an assessment of short-term performance against financial
and non-financial measures;
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | · | Benchmarking annual incentive bonuses against an appropriate peer group of companies;
| | - | -------------------------------------------------------------------------------------



| | · | Providing the Compensation Committee with discretion in approving annual non-equity incentive awards,
with respect to non-financial targets, which affords the committee the opportunity to reduce payments if it determines excessive
risk was taken to achieve bonus targets;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Granting time-vested equity that generally vests over a two or three year period which provides
incentives for our executive officers to act in the long-term best interests of the Company; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The introduction of PSUs, which have a three-year performance period and provide added long-term
focus.
| | - | -------------------------------------------------------------------------------------------------------

18





Summary Compensation
Table



The following table
sets forth summary information concerning compensation awarded to, paid to or earned by each of the following persons: (i) our
Chairman of the Board, Chief Executive Officer and Secretary, (ii) our President, Chief Financial Officer, Principal Accounting
Officer and Treasurer, (iii) our other executive officers (the “Named Executive Officers”) and (iv) Key Employees
for each of the fiscal years ended July 31, 2019, 2018 and 2017.



|Name and Principal Position                          |  | Year |  | Base PaySalary(1) |  | OptionAwards(2) |  | PerformanceStock UnitsAward(3) |  | Non-EquityIncentive PlanCompensation(4) |  | All OtherCompensation(5) |  | Total     
|---------------------------------------------------- |  | ---- |  | ----------------- |  | --------------- |  | ------------------------------ |  | --------------------------------------- |  | ------------------------ |  | ----------
|Elazar Rabbani, Ph.D.                                |  | 2019 |  | $611,000          |  | $135,296        |  | $70,000                        |  | $500,000                                |  | $175,648                 |  | $1,491,944
|Chairman of the Board                                |  | 2018 |  | $611,000          |  | $137,340        |  | $44,200                        |  | $500,000                                |  | $184,132                 |  | $1,476,672
|Chief Executive Officer and Secretary                |  | 2017 |  | $585,802          |  | $180,150        |  | —                              |  | $575,000                                |  | $191,044                 |  | $1,531,996
|                                                     |  |      |  |                   |  |                 |  |                                |  |                                         |  |                          |  |           
|Barry W. Weiner                                      |  | 2019 |  | $542,000          |  | $121,555        |  | $56,000                        |  | $375,000                                |  | $173,822                 |  | $1,268,377
|President, Chief Financial Officer,                  |  | 2018 |  | $542,000          |  | $122,080        |  | $35,360                        |  | $375,000                                |  | $172,435                 |  | $1,246,875
|Principal Accounting Officer, Treasurer and Director |  | 2017 |  | $519,629          |  | $156,130        |  | —                              |  | $425,000                                |  | $163,069                 |  | $1,263,828
|                                                     |  |      |  |                   |  |                 |  |                                |  |                                         |  |                          |  |           
|James M. O’Brien (6)                                 |  | 2019 |  | $317,000          |  | $56,316         |  | $29,400                        |  | $75,000                                 |  | $28,250                  |  | $506,518  
|Executive Vice President of Finance                  |  | 2018 |  | $317,000          |  | $56,490         |  | $17,680                        |  | $75,000                                 |  | $28,552                  |  | $494,722  
|                                                     |  | 2017 |  | $311,554          |  | $74,250         |  | —                              |  | $85,000                                 |  | $26,564                  |  | $497,368  
|                                                     |  |      |  |                   |  |                 |  |                                |  |                                         |  |                          |  |           
|Dieter Schapfel, M.D.                                |  | 2019 |  | $330,000          |  | $56,316         |  | $29,400                        |  | $60,000                                 |  | $12,250                  |  | $488,998  
|Chief Medical Director,                              |  | 2018 |  | $323,077          |  | $56,490         |  | $17,680                        |  | $60,000                                 |  | $12,829                  |  | $470,076  
|Enzo Clinical Labs                                   |  | 2017 |  | $310,704          |  | $66,825         |  | —                              |  | $60,000                                 |  | $12,552                  |  | $450,081  
|                                                     |  |      |  |                   |  |                 |  |                                |  |                                         |  |                          |  |           
|Kara Cannon                                          |  | 2019 |  | $220,000          |  | $56,316         |  | $29,400                        |  | $60,000                                 |  | $12,802                  |  | $378,518  
|Corporate Vice President                             |  | 2018 |  | $198,462          |  | $56,490         |  | $17,680                        |  | $60,000                                 |  | $9,457                   |  | $342,089  
|Commercial Operations                                |  | 2017 |  | $193,108          |  | $49,500         |  | —                              |  | $60,000                                 |  | $3,135                   |  | $305,743  
|                                                     |  |      |  |                   |  |                 |  |                                |  |                                         |  |                          |  |           
|Bruce A. Dey                                         |  | 2019 |  | $324,765          |  | $19,494         |  | $11,200                        |  | —                                       |  | $21,850                  |  | $496,496  
|Vice President of Sales,                             |  | 2018 |  | $448,565          |  | $16,140         |  | $8,840                         |  | —                                       |  | $22,951                  |  | $496,496  
|Enzo Clinical Labs                                   |  | 2017 |  | $519,435          |  | $24,750         |  | —                              |  | —                                       |  | $22,632                  |  | $566,817  






|(1) | Base salaries set as of January 1 each year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | Represent the fair market value of incentive stock option awards granted to Named Executive Officers
and Key Employees on the date of grant, calculated in accordance with FASB ASC Topic 718 for all awards of stock options granted
during the relevant fiscal year. Assumptions used in the calculation of these amounts are included in Note 11 to the Notes
to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended July 31, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(3) | Represents the grant date fair value of performance stock units granted in the applicable year,
calculated in accordance with ASC 718. The amount included in 2019 for the performance stock unit awards are calculated based on
the closing market price of the Company’s common stock and the probable satisfaction of the performance conditions for such
awards as of the date of grant. Assuming the highest level of performance is achieved for the 2019 performance share unit awards,
the maximum value of these awards at the grant date would be as follows: Dr. Rabbani-$105,000; Mr. Weiner-$84,000; Mr. O’Brien-$44,100;
Dr. Schapfel-$44,100; Mr. Dey-$10,800; and Ms. Cannon $44,100. Assumptions used in the calculation of these amounts are included
in Note 11 to the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended July 31, 2019.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | Represents awards accrued under the Pay for Performance Plan for the years ended July 31,
2019, 2018 and 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(5) | See the “All Other Compensation” chart for additional information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(6) | Mr. O’Brien’s employment with the Company was terminated on November 3, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

19





All Other Compensation



The following table
contains information regarding each component of “All Other Compensation” in the Summary Compensation Table to the
Named Executive Officers and Key Employees for the fiscal years ended July 31, 2019, 2018 and 2017.



|Name                  |  | Year |  | 401(K)(1) |  | LifeInsurance(2)(3) |  | Medical andDisability Insurance(4) |  | Personal Useof Auto(5) |  | Total All Other
 Compensation
|--------------------- |  | ---- |  | --------- |  | ------------------- |  | ---------------------------------- |  | ---------------------- |  | -----------------------------
|Elazar Rabbani, Ph.D. |  | 2019 |  | $12,250   |  | $138,972            |  | $16,176                            |  | $8,250                 |  | $175,648                     
|                      |  | 2018 |  | $12,000   |  | $138,972            |  | $14,138                            |  | $19,022                |  | $184,132                     
|                      |  | 2017 |  | $12,000   |  | $144,342            |  | $12,309                            |  | $22,393                |  | $191,044                     
|                      |  |      |  |           |  |                     |  |                                    |  |                        |  |                              
|Barry W. Weiner       |  | 2019 |  | $12,250   |  | $128,723            |  | $8,049                             |  | $24,800                |  | $173,822                     
|                      |  | 2018 |  | $12,000   |  | $128,723            |  | $7,012                             |  | $24,800                |  | $172,435                     
|                      |  | 2017 |  | $12,000   |  | $133,859            |  | $6,157                             |  | $11,053                |  | $163,069                     
|                      |  |      |  |           |  |                     |  |                                    |  |                        |  |                              
|Dieter Schapfel, M.D. |  | 2019 |  | $12,250   |  | $1,032              |  | —                                  |  | —                      |  | $13,282                      
|                      |  | 2018 |  | $12,000   |  | $829                |  | —                                  |  | —                      |  | $12,829                      
|                      |  | 2017 |  | $12,000   |  | $552                |  | —                                  |  | —                      |  | $12,552                      
|                      |  |      |  |           |  |                     |  |                                    |  |                        |  |                              
|Kara Cannon           |  | 2019 |  | $12,250   |  | $552                |  | —                                  |  | —                      |  | $12,802                      
|                      |  | 2018 |  | $9,000    |  | $457                |  | —                                  |  | —                      |  | $9,457                       
|                      |  | 2017 |  | $2,775    |  | $360                |  | —                                  |  | —                      |  | $3,135                       
|                      |  |      |  |           |  |                     |  |                                    |  |                        |  |                              
|Bruce A. Dey          |  | 2019 |  | $12,250   |  | $1,584              |  | —                                  |  | $9,600                 |  | $23,434                      
|                      |  | 2018 |  | $12,000   |  | $1,351              |  | —                                  |  | $9,600                 |  | $22,951                      
|                      |  | 2017 |  | $12,000   |  | $1,032              |  | —                                  |  | $9,600                 |  | $22,632                      

|    |                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(1) | Represents Company matches under our 401(k) plan.                                                                                       
|    |                                                                                                                                         
|(2) | Represents premiums of term policies of which the Named Executive Officers or other party is the
beneficiary.                           
|    |                                                                                                                                         
|(3) | Includes the contractual payment for life insurance reimbursement for Dr. Rabbani and Mr. Weiner
of $105,212 and $100,623, respectively.
|    |                                                                                                                                         
|(4) | Represents incremental medical and disability benefits costs.                                                                           
|    |                                                                                                                                         
|(5) | Represents the personal use of Company-provided auto or car allowance.                                                                  

20





Outstanding Equity Awards at Fiscal Year End—July 31,
2019



The following table
sets forth summary information regarding the outstanding equity awards made to the Named Executive Officers and Key Employees at
July 31, 2019.



|                      |  | Options Awards                                                                      |  | Performance Stock Awards                                       
|--------------------- |  | ----------------------------------------------------------------------------------- |  | ---------------------------------------------------------------
|Name                  |  | Number of
    Securities
    Underlying
    Unexercised
    Options
    Exercisable |  | Number ofSecuritiesUnderlyingUnexercisedOptionsUnexercisable(1)
|Elazar Rabbani, Ph.D. |  | 45,615                                                                              |  | —                                                              
|                      |  | 60,000                                                                              |  | —                                                              
|                      |  | 75,000                                                                              |  | —                                                              
|                      |  | 45,000                                                                              |  | 45,000                                                         
|                      |  | —                                                                                   |  | 128,000                                                        
|                      |  |                                                                                     |  |                                                                
|Barry W. Weiner       |  | 36,489                                                                              |  | —                                                              
|                      |  | 50,000                                                                              |  | —                                                              
|                      |  | 65,000                                                                              |  | —                                                              
|                      |  | 40,000                                                                              |  | 40,000                                                         
|                      |  | —                                                                                   |  | 115,000                                                        
|                      |  |                                                                                     |  |                                                                
|James M. O’Brien      |  | 5,000                                                                               |  | —                                                              
|                      |  | 17,333                                                                              |  | —                                                              
|                      |  | 20,000                                                                              |  | 10,000                                                         
|                      |  | 11,667                                                                              |  | 23,333                                                         
|                      |  | —                                                                                   |  | 52,000                                                         
|                      |  |                                                                                     |  |                                                                
|Dieter Schapfel, M.D. |  | 10,000                                                                              |  | —                                                              
|                      |  | 27,000                                                                              |  | —                                                              
|                      |  | 18,000                                                                              |  | 9,000                                                          
|                      |  | 11,667                                                                              |  | 23,333                                                         
|                      |  | —                                                                                   |  | 52,000                                                         
|                      |  |                                                                                     |  |                                                                
|Kara Cannon           |  | 3,333                                                                               |  | —                                                              
|                      |  | 10,000                                                                              |  | —                                                              
|                      |  | 13,333                                                                              |  | 6,667                                                          
|                      |  | 11,667                                                                              |  | 23,333                                                         
|                      |  | —                                                                                   |  | 52,000                                                         
|                      |  |                                                                                     |  |                                                                
|Bruce A. Dey          |  | 10,000                                                                              |  | —                                                              
|                      |  | 6,667                                                                               |  | 3,333                                                          
|                      |  | 3,333                                                                               |  | 6,667                                                          
|                      |  | —                                                                                   |  | 18,000                                                         






|(1) | Each option award vests in equal amounts on the first, second and third anniversaries of the award
which was January 21, 2015 for the options granted at $3.40 per share, March 14, 2016 for the options granted at $4.35
per share, January 5, 2017 for the options granted at $7.07 per share, July 31, 2018 for the options granted at $4.42
per share and January 3, 2019 for the options granted at $2.80 per share. For Dr. Elazar Rabbani and Barry Weiner, options
vest in equal amounts on the first and second anniversary dates.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(2) | The number of unearned PSUs in this column is based on the Company’s performance during the
2019 and 2018 fiscal year and equals the target number of PSUs that may be earned based on the Company’s Revenue and Adjusted
EBITDA during the 2018 through 2020 and 2019 through 2021 fiscal year period after applying the maximum relative TSR Modifier.                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(3) | Calculated using the closing market price of the Company’s common stock on July 31, 2019,
$3.91.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(4) | Represents PSUs granted on January 3, 2019 that will vest, subject to the achievement of threshold
performance goals for the 2019-2022 performance period, on January 3, 2022.                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(5) | Represents PSUs granted on July 31, 2018 that will vest, subject to the achievement of threshold
performance goals for the 2018-2021 performance period, on July 31, 2021.                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(6) | Mr. O’Brien’s employment with the Company was terminated on November 3, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                              

21





Options Exercised and Stock Vested



The following table
sets forth the options exercised by the Named Executive Officers and Key Employees during the fiscal year ended July 31, 2019.
No restricted stock vested for any Named Executive Officers or Key Employees during the fiscal year ending July 31, 2019.



|                      |  |                                               |  | Stock Awards                         
|--------------------- |  | --------------------------------------------- |  | -------------------------------------
|Name                  |  | Number of SharesAcquired/Exercised on Vesting |  | Value Realized OnVesting/Exercised(1)
|Elazar Rabbani Ph.D.  |  | 41,634                                        |  | $                                    
|Barry W. Weiner       |  | 33,305                                        |  | $                                    
|James M. O’Brien      |  | —                                             |  | —                                    
|Dieter Schapfel, M.D. |  | —                                             |  | —                                    
|Kara Cannon           |  | —                                             |  | —                                    
|Bruce A. Dey          |  | 10,000                                        |  | $                                    






|(1) | The value realized is the difference between the closing market price on the exercise date and
the exercise price of the option, multiplied by the total number of shares exercised.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Employment Agreements



Mr. Barry Weiner and
Dr. Elazar Rabbani (each, an “Executive”) are parties to employment agreements with the Company, effective May 4,
1994, as subsequently amended (the “Employment Agreements”). Each Executive also receives a non-equity incentive plan
bonus - the amount of which shall be determined by the Compensation Committee and/or the Board based on approved financial and
non-financial objectives. Each Employment Agreement provides that, in the event of termination of employment by the Executive for
“good reason,” or a termination of employment by the Company without “cause”, change in control or nonrenewal,
as such terms are defined in the Employment Agreement, each Executive shall be entitled to receive: (i) a lump sum in an amount
equal to three years of the Executive’s base annual salary; (ii) a lump sum in an amount equal to the annual bonus paid
by the Company to the Executive for the last fiscal year of the Company ending prior to the date of termination multiplied by three;
(iii) insurance coverage for the Executive and his dependents, at the same level and at the same charges to the Executive
as immediately prior to his termination, for a period of three (3) years following his termination from the Company; (iv) all
accrued obligations, as defined therein; and (v) with respect to each incentive pay plan (other than stock option or other
equity plans) of the Company in which the Executive participated at the time of termination, an amount equal to the amount the
Executive would have earned if he had continued employment for three additional years. If the Executive is terminated by reason
of his disability, he shall be entitled to receive, for three years after such termination, his base annual salary less any amounts
received under a long-term disability plan. If the Executive’s employment with the Company is terminated by reason of his
death, his legal representatives shall receive the balance of any remuneration due him under the terms of his Employment Agreement.
The Employment Agreements were amended on January 5, 2017 and automatically renew for successive two-year periods unless
notice is given to the Company within 180 days of the end of such successive term.



Mr. Bruce A. Dey,
Dr. Dieter Schapfel and Ms. Kara Cannon are “at will” employees and are parties to certain change in control provisions
with the Company which is deemed customary practice for their respective positions, as more fully discussed below. Prior to his
departure in November 2019, Mr. James M. O’Brien was also an “at will” employee. Mr. O’Brien was a party
to a severance arrangement from his initial employment arrangement, but did not receive any payments pursuant to such arrangement
in connection with his departure.

22





Benefits and All Other Compensation



We maintain broad-based
benefits that are provided to all employees, including health and dental insurance, group life insurance and a 401(k) plan. Named
Executive Officers and Key Employees are eligible to participate in our employee benefit plans. The annual Company match for our
Named Executive Officers and other employees is up to $12,250, if over 50 years old, or limited to 50% of the maximum contribution
made.



Certain of our Named
Executive Officers may be entitled to benefits that are not otherwise available to all of our employees, including supplemental
health, life insurance and disability benefits. We do not provide post-retirement health coverage to our Named Executive Officers
or our employees. Our health and insurance plans are substantially the same among all management levels at the Company. Dr. Rabbani
and Mr. Weiner are provided life insurance benefits in connection with their total compensation arrangements.



In particular circumstances,
we may provide relocation allowances when executives first join us. The purpose of this program is to attract talented executives
outside our geographic area. Certain Named Executives Officers and Key Employees are provided use of a Company-owned vehicle for
business and personal use or provided a car allowance.



Severance and Change in Control Benefits



Pursuant to Employment
Agreements entered into with Dr. Rabbani and Mr. Barry Weiner, these executives are entitled to specified benefits in
the event of the termination of their employment under specified circumstances, including termination for good reason, termination
for cause, and termination following a change of control of our Company (as defined in each executive’s Employment Agreement).
Mr. James O’Brien was also entitled to specified benefits in the event of certain terminations of his employment, but the
payment of such benefits was not triggered in connection with his departure in November 2019. We have provided more information
about these benefits, along with estimates of their value under various circumstances, within the below table.



Based on market trends,
we believe these benefits help us compete for executive talent. We believe our severance and change in control benefits are in
line with severance packages offered to executives by the companies identified in our peer group.



Our practice in the
case of change in control benefits has been structured to trigger only in the event of a termination of the executive without cause
or by the executive for good reason during a specified period before or after the change in control.

23





Potential Payments upon Termination or Change in Control



The following table
contains information regarding each component of potential payments upon termination or change in control for the Named Executive
Officers and Key Employees as of July 31, 2019. See the above section captioned “Employment Agreements” for a
summary of the termination and change in control terms.



|Name and Principal Position                                 |  | Acceleration of 
Vesting |  | Severance 
Pay(1) |  | Continuation 
of Benefits |  | Tax Gross-Up |  | Total     
|----------------------------------------------------------- |  | ------------------------ |  | ----------------- |  | ------------------------- |  | ------------ |  | ----------
|Elazar Rabbani, Ph.D.                                       |  |                          |  |                   |  |                           |  |              |  |           
|Termination without cause or by Executive for “good reason” |  | $142,080                 |  | $3,648,636        |  | $734,315                  |  | —            |  | $4,525,031
|Change in control transaction without termination           |  | —                        |  | —                 |  | —                         |  | —            |  | —         
|Change in control transaction with termination              |  | $142,080                 |  | $3,648,636        |  | $734,315                  |  | $1,805,320   |  | $6,330,352
|                                                            |  |                          |  |                   |  |                           |  |              |  |           
|Barry W. Weiner                                             |  |                          |  |                   |  |                           |  |              |  |           
|Termination without cause or by Executive for “good reason” |  | $127,650                 |  | $3,052,869        |  | $703,568                  |  | —            |  | $3,884,087
|Change in control transaction without termination           |  | —                        |  | —                 |  | —                         |  | —            |  | —         
|Change in control transaction with termination              |  | $127,650                 |  | $3,052,869        |  | $703,568                  |  | $1,586,513   |  | $5,470,600
|                                                            |  |                          |  |                   |  |                           |  |              |  |           
|Dieter Schapfel, M.D.                                       |  |                          |  |                   |  |                           |  |              |  |           
|Termination without cause or by Executive for “good reason” |  | —                        |  | —                 |  | —                         |  | —            |  | —         
|Change in control transaction without termination           |  | —                        |  | —                 |  | —                         |  | —            |  | —         
|Change in control transaction with termination              |  | $57,720                  |  | —                 |  | —                         |  | —            |  | $57,720   
|                                                            |  |                          |  |                   |  |                           |  |              |  |           
|Kara Cannon                                                 |  |                          |  |                   |  |                           |  |              |  |           
|Termination without cause or by Executive for “good reason” |  | —                        |  | —                 |  | —                         |  | —            |  | —         
|Change in control transaction without termination           |  | —                        |  | —                 |  | —                         |  | —            |  | —         
|Change in control transaction with termination              |  | $57,720                  |  | —                 |  | —                         |  | —            |  | $57,720   
|                                                            |  |                          |  |                   |  |                           |  |              |  |           
|Bruce A. Dey                                                |  |                          |  |                   |  |                           |  |              |  |           
|Termination without cause or by Executive for “good reason” |  | —                        |  | —                 |  | —                         |  | —            |  | —         
|Change in control transaction without termination           |  | —                        |  | —                 |  | —                         |  |              |  | —         
|Change in control transaction with termination              |  | $19,980                  |  | —                 |  | —                         |  | —            |  | $19,980   






|(1) | The amounts listed in this column do not include accrued amounts such as accrued salary or vacation.
|--- | ----------------------------------------------------------------------------------------------------



Chief Executive Officer Pay Ratio –



As required by Section 953(b)
of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the
following information regarding the annual total compensation of our median employee and the annual total compensation of Dr. Rabbani,
our Chairman, President and Chief Executive Officer.



For fiscal 2019, the
annual total compensation of the employee identified as our median employee (excluding Dr. Elazar Rabbani) was $45,014. The
annual total compensation of Dr. Rabbani was $1,491,944. Based on this information, for fiscal 2019, the ratio of the annual
total compensation of Dr. Rabbani to the median of the annual total compensation of all employees is 33 to 1.

24





This pay ratio is a
reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology
described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s
annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable
estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not
be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and
may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.



To identify the median
of all our employees, as well as to determine the annual total compensation of the median employee, the methodology and the material
assumptions, adjustments and estimates that we used were as follows: we determined that, as of July 31, 2019, our employee
population consisted of approximately 460 individuals worldwide (432 U.S. and 28 non-U.S.), including full-time and part-time
employees but not any individuals paid by a third party. We selected July 31, 2019, which is within the last three months
of our fiscal 2019, as the date upon which we would identify the median employee to allow sufficient time to identify the median
employee given the global scope of our operations.



To identify the median
employee from our employee population, we collected actual base salary, bonus or commission paid and any overtime paid during the
12-month period ending July 31, 2019.



Compensation Committee Report



The
Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis in this Annual Report on Form
10-K/A for the fiscal year ended July 31, 2019 with management. Based on its review and discussion with management, the
Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Annual
Report on Form 10-K/A for the fiscal year ended July 31, 2019.



Dov Perlysky, Chairman
Gregory M. Bortz
Bruce A. Hanna, Ph.D.



Compensation Committee Interlocks and
Insider Participation



No member of the Compensation
Committee has a relationship that would constitute an interlocking relationship with the Company’s executive officers or
other directors.



Insurance for Indemnification of Directors and Officers



The Company has in effect with AIG Insurance
and others, under a policy effective February 26, 2019 and expiring on February 26, 2020, insurance covering all of its Directors
and officers and certain other employees of the Company against certain liabilities and reimbursing the Company for obligations
which it incurs as a result of its indemnification of such directors, officers and employees. Such insurance has been obtained
in accordance with the provisions of Section 726 of the Business Corporation Law of the State of New York. The annual premium is
$323,890.

25





ITEM 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters.



Equity Compensation Plan Information



The following table
sets forth information regarding our existing equity compensation plans as of July 31, 2019:



|Plan Category                                              |  | (A) Number of Securities to be 
Issued Upon Exercise of 
Outstanding
Options, 
Warrants and Rights(1) |  | (B)   
Weighted Average Exercise 
Price of Outstanding Options |  | (C)   Number of Securities 
Remaining Available for 
Future Issuance Under 
Equity Compensation Plans 
(Excluding Securities 
Reflected in Column (A))(2)
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     |  | 2,352,667                                                                                             |  | $4.53                                                          |  | 1,223,000                                                                                                                                                
|Equity compensation plans not approved by security holders |  | —                                                                                                     |  | —                                                              |  | —                                                                                                                                                        
|Total                                                      |  | 2,352,667                                                                                             |  | $4.53                                                          |  | 1,223,000                                                                                                                                                






|(1) | Shares to be issued upon exercise of options or restricted stock awards under the 2011 Incentive
Plan.
|--- | ------------------------------------------------------------------------------------------------------
|    |                                                                                                       
|(2) | Shares available for grant under the 2011 Incentive Plan.                                             



Beneficial Ownership of Principal
Shareholders and Management



Set forth below is information,
as of November 19, 2019 concerning stock ownership of all persons known by the Company to own beneficially 5% or more of the shares
of Common Stock of the Company, the executive officers named in the “Summary Compensation Table” as “Named Executive
Officers,” all current directors and the Board’s Class II Director-nominees, and all current directors, executive officers
and key employees of the Company as a group, based upon the number of outstanding shares of Common Stock as of the close of business
on November 19, 2019.



The percentages in the
“Percent of Class” column are calculated in accordance with the rules of the SEC, under which a person may be deemed
to be the beneficial owner of shares if that person has or shares the power to vote or dispose of those shares or has the right
to acquire beneficial ownership of those shares within 60 days (for example, through the exercise of an option or warrant).
The shares shown in the table as beneficially owned by certain individuals may include shares owned by certain members of their
respective families. Because of these rules, more than one person may be deemed to be the beneficial owner of the same shares.
The inclusion of the shares shown in the table is not necessarily an admission of beneficial ownership of those shares by the person
indicated. Except as otherwise indicated, each of the persons named has sole voting and investment power with respect to the shares
shown.



|Title of Class |  | Name and Address of Beneficial Owner                                       |  | Amount and
 Nature of
 Beneficial
 Ownership(1) |  | Percent of
 Class(2)
|-------------- |  | -------------------------------------------------------------------------- |  | ----------------------------------------------- |  | --------------------
|Common Stock   |  | Elazar Rabbani, Ph.D.                                                      |  | 1,954,679(3)                                    |  | 4.0%                
|Common Stock   |  | Barry W. Weiner                                                            |  | 1,390,472(4)                                    |  | 2.8%                
|Common Stock   |  | Dieter Schapfel, M.D.                                                      |  | 107,836(5)                                      |  | *                   
|Common Stock   |  | Kara Cannon                                                                |  | 72,971(6)                                       |  | *                   
|Common Stock   |  | Bruce A. Dey                                                               |  | 65,364(7)                                       |  | *                   
|Common Stock   |  | Gregory M. Bortz                                                           |  | 353,209(8)                                      |  | *                   
|Common Stock   |  | Dov Perlysky                                                               |  | 840,018(9)                                      |  | 1.7%                
|Common Stock   |  | Bruce A. Hanna, Ph.D.                                                      |  | 142,796(10)                                     |  | *                   
|Common Stock   |  | Harbert Management Corp                                                    |  | 5,620,681(11)                                   |  | 11.8%               
|Common Stock   |  | Evermore Global Advisors LLC                                               |  | 4,007,851(12)                                   |  | 8.4%                
|Common Stock   |  | Wellington Management Group LLP                                            |  | 3,576,530(13)                                   |  | 7.5%                
|Common Stock   |  | Renaissance Technologies, LLC                                              |  | 3,299,563(14)                                   |  | 6.9%                
|Common Stock   |  | BlackRock Fund Advisors                                                    |  | 3,241,497(15)                                   |  | 6.8%                
|Common Stock   |  | All directors, executive officers and key employees as a group (8 persons) |  | 4,927,344(16)                                   |  | 10.1%               






26





|*    | Represents beneficial ownership of less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(1)  | Except as otherwise noted in the footnotes to the table, all shares of Common Stock are beneficially
owned and the sole investment and voting power is held by the persons named, and such persons’ address is c/o Enzo Biochem,
Inc., 527 Madison Avenue, New York, New York 10022.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2)  | For directors, executive officers and key employees, based upon 48,926,892 shares of Common Stock
of the Company considered outstanding as of the close of business on the Record Date. Common Stock not outstanding but deemed beneficially
owned by virtue of the right of an individual to acquire shares within 60 days from the date hereof is treated as outstanding when
determining the amount and percentage of Common Stock owned by directors and executive officers individually and as a group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(3)  | Includes (i) 289,615 shares of Common Stock issuable upon the exercise of options which are exercisable
within 60 days from the date hereof, (ii) 5,308 shares of Common Stock held in the name of Dr. Rabbani as custodian for certain
of his children, (iii) 18,794 shares of Common Stock held in the name of Dr. Rabbani’s wife as custodian for certain of their
children, and (iv) 38,208 shares of Common Stock held in the Company’s 401(k) plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(4)  | Includes (i) 248,989 shares of Common Stock issuable upon the exercise of options which are exercisable within 60 days from the
date hereof, (ii) 3,638 shares of Common Stock that Mr. Weiner holds as custodian for certain of his children, and (iii) 38,215
shares of Common Stock held in the Company’s 401(k) plan. (5) Includes 46,000 shares of Common Stock issuable upon the exercise
of options which are exercisable within 60 days from the date hereof, and (ii) 9,010 shares of Common Stock held in
the Company’s 401(k) plan. This individual is considered a key employee.                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(5)  | Includes 93,000 shares of Common Stock issuable upon the exercise of
options which are exercisable within 60 days from the date hereof, and (ii) 13,668 shares of Common Stock held in the Company’s
401(k) plan. This individual is considered a key employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(6)  | Includes 62,333 shares of Common Stock issuable upon the exercise of options which are exercisable
within 60 days from the date hereof, and (ii) 10,638 shares of Common Stock held in the Company’s 401(k) plan. This individual
is considered a key employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(7)  | Includes (i) 29,333 shares of Common Stock issuable
upon the exercise of options which are exercisable within 60 days from the date hereof, and (ii) 36,031 shares of Common Stock
held in the Company’s 401(k) plan. This individual is considered a key employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(8)  | Includes 259,510 shares of Common Stock issuable
upon the exercise of options which are exercisable within 60 days from the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(9)  | Includes (i) 259,510 shares of Common Stock
issuable upon the exercise of options which are exercisable within 60 days from the date hereof, (ii) 30,000 shares owned by Laya
Perlysky (Mr. Perlysky’s wife) in an IRA account of which Mr. Perlysky disclaims beneficial ownership, (iii) 18,250 shares
owned by Irwin Dov Perlysky IRA, (iv) 109,237 shares owned directly by RSD 2012 GRAT, of which Mr. Perlysky is the trustee of which
Mr. Perlysky disclaims beneficial ownership; (v) 45,000 shares owned by Sky Ventures LLC, of which Mr. Perlysky is the manager,
(vi) 38,353 shares owned directly by Mr. Perlysky, (vii) 325,875 shares owned by Kinder Investments LLP, (viii) 6,981 shares owned
by Krovim LLC, (ix) 3,225 shares owned by MidAtlantic Capital LLC, (x) 3,139 shares owned directly by Laya Perlysky of which Mr.
Perlysky disclaims beneficial ownership, and (xi) 448 shares owned by LDP Family Partnership LP of which Mr. Perlysky disclaims
beneficial ownership.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(10) | Includes 127,796 shares of Common Stock issuable
upon the exercise of options which are exercisable within 60 days from the date hereof Includes 43,632 shares of Common Stock issuable
upon the exercise of options which are exercisable within 60 days from the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(11) | The address of Harbert Management
Corp. is 2100 Third Avenue North, Suite 600, Birmingham, AL 35203. This information is based solely on a Schedule 13F filed on
September 30, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(12) | The address of Evermore Global
Advisors, LLC is 89 Summit Ave., Summit NJ 07901. This information is based solely on a Schedule
13F filed on September 30, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(13) | The address of Wellington Management
Group LLP is 280 Congress Street, Boston, MA 02210. This information is based solely on a Schedule 13F filed on September 30, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(14) | The address of Renaissance Technologies,
LLC is 800 Third Avenue, New York, NY 10022. This information is based solely on a Schedule
13F filed on September 30, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(15) | The address of BlackRock Fund Advisors is 400
Howard St., San Francisco, CA 94105. This information is based solely on a Schedule 13F filed on September
30, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(16) | Includes 1,370,085 shares of
Common Stock issuable upon the exercise of options which are exercisable within 60 days from the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

27





ITEM 13. Certain Relationships and Related Transactions,
and Director Independence.



It is the responsibility
of the Nominating/Governance Committee to consider questions of possible conflicts of interest of directors and of the Company’s
senior executives, which includes the consideration of all transactions required to be disclosed pursuant to the SEC’s related
person disclosure requirements. In addition, the Board has a Related Persons Policy which states that all related person transactions
shall be in the best interests of the Company and, unless different terms are specifically approved or ratified by disinterested
members of the Board, must be on terms that are (i) no less favorable to the Company than would be obtained in a similar transaction
with an unaffiliated third party under the same or similar circumstances, or (ii) generally available to substantially all
employees of the Company. In addition, if any non-material or material related person transaction relates to any executive officer
or director, it must be reviewed by the Nominating/Governance Committee who shall determine whether the transaction is in compliance
with the Company’s Related Person Policy.



Enzo Clinical Labs,
Inc., a subsidiary of the Company (“Enzo Lab”), leases a facility located in Farmingdale, New York from Pari Management
Corporation (“Pari”). Pari is owned equally by Elazar Rabbani, Ph.D., the Chairman and Chief Executive Officer of the
Company; Shahram K. Rabbani, a former officer and former director of the Company; and Barry Weiner, the President, Chief Financial
Officer and a director of the Company, and his wife. The lease originally commenced on December 20, 1989, was amended and
extended in October 2015 and now terminates on March 31, 2027. During the fiscal year ended July 31, 2019, Enzo Lab paid
approximately $1,849,000 to Pari with respect to such facility and future payments are subject to cost of living adjustments.



The non-interested members
of the Board, at the time of the execution of the lease and each extension, reviewed and approved the transaction in accordance
with the Company’s procedures for reviewing related party transactions. The Nominating/Governance Committee obtained a third-party
appraisal to determine the value of the lease. Based on that appraisal, the Company, which has guaranteed Enzo Lab’s obligations
to Pari under the lease, believes that the existing lease terms are as favorable to the Company as it would be to an unaffiliated
party.



Director Independence



Requirements—The Board believes that a majority
of its members should be independent, non-employee directors. The Board adopted the following “Director Independence Standards,”
which are consistent with criteria established by the NYSE, to assist the Board in making these independence determinations:



No director can qualify
as independent if he or she has a material relationship with the Company outside of his or her service as a director of the Company.
A director is not independent if, within the preceding three years:



| | · | The director was an employee of the Company;
| | - | --------------------------------------------



| | · | An immediate family member of the director was an executive officer of the Company;
| | - | -----------------------------------------------------------------------------------



| | · | A director was affiliated with or employed by a present or former internal or external auditor
of the Company;
| | - | --------------------------------------------------------------------------------------------------------------



| | · | An immediate family member of a director was affiliated with or employed in a professional capacity
by a present or former internal or external auditor of the Company;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | A director, or an immediate family member of the director, received more than $120,000 per year
in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation
for prior services (provided such compensation is not contingent in any way on continued service);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The director, or an immediate family member of the director, was employed as an executive officer
of another company where any of the Company’s executives served on that company’s compensation committee of the board
of directors;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

28





| | · | The director was an executive officer or employee, or an immediate family member of the director
was an executive officer, of another company that made payments to, or received payments from, the Company for property or services
in an amount which, in any single fiscal year, exceeded the greater of $1 million or two percent (2%) of such other company’s
consolidated gross revenues;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The director, or an immediate family member of the director, was an executive officer of another
company that was indebted to the Company, or to which the Company was indebted, where the total amount of either company’s
indebtedness to the other was five percent (5%) or more of the total consolidated assets of the Company he or she served as an
executive officer; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The director, or an immediate family member of the director, was an officer, director or trustee
of a charitable organization where the Company’s annual discretionary charitable contributions to the charitable organization
exceeded the greater of $1 million or two percent (2%) of that organization’s consolidated gross revenues.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Board has reviewed
all material transactions and relationships among each director, and any member of his or her immediate family, and the Company,
its senior management and its independent auditors. Based on this review and in accordance with its independence standards outlined
above, the Board has affirmatively determined that all of the non-employee directors are independent as such term is defined by
the NYSE.



Messrs. Gregory M. Bortz,
Dov Perlysky and Dr. Bruce A. Hanna, Ph.D. qualify as “independent directors” under the criteria established by
the NYSE. The Board has determined that each member of the Compensation and Nominating Committees is independent, as defined in
the NYSE listing standards. The Board has determined that each of the Audit Committee members is independent, as defined in the
NYSE’s listing standards and applicable SEC Rules. The Board has further determined that Mr. Bortz is an “audit
committee financial expert” as such term is defined under Item 407(d)(5)(ii) of Regulation S-K promulgated under the
Exchange Act, and that each director is financially literate as required under the NYSE listing standards.



ITEM 14. Principal Accounting Fees and Services.



Principal Accountant Fees and Services



EisnerAmper billed the
Company for services for fiscal 2019 and 2018, as set forth in the table below. The fees listed are aggregate fees for services
performed for the year—regardless of when the fee was actually billed.



|                   |  | FY 2019  |  | FY 2018 
|------------------ |  | -------- |  | --------
|Audit Fees         |  | $548,318 |  | $550,900
|Audit-related Fees |  | 38,681   |  | 38,752  
|Tax Fees           |  | —        |  | —       
|All Other Fees.    |  | —        |  | —       
|Total              |  | $586,999 |  | $589,652



Audit Fees—Consists
of fees for professional services necessary to perform an audit or review in accordance with the Public Company Accounting Oversight
Board, including services rendered for the audit of our annual financial statements (including services incurred with rendering
an opinion under Section 404 of the Sarbanes-Oxley Act of 2002) and quarterly reviews of the Company’s interim financial
statements.



Audit-Related Fees—EisnerAmper
performed certain Audit services for an employee benefit plan for the years ended December 31, 2019 and 2018, for which the
Company is the plan sponsor; these fees were $38,681 and $38,752, respectively.



Tax Fees—There were
no tax fees for fiscal years 2019 and 2018.



All Other Fees—There
were no other fees for fiscal years 2019 and 2018.

29





Pre-Approval Policies and Procedures—The
Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services and other services
performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of
specifically defined audit and non-audit services.



Unless the specific
service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before
the independent auditor is engaged to perform it. The Audit Committee has delegated to the Chair of the Audit Committee authority
to approve permitted services, provided that the Chair reports any decisions to the Audit Committee at its next scheduled meeting.



Part IV



Exhibit 15. Exhibit, Financial Statement Schedules



(a) The following documents are filed
as part of this report:



3. Exhibits:



The exhibits listed
in the exhibit index of the original Form 10-K filing which was filed with the SEC on October 15, 2019, and the exhibits listed
in the exhibit index of this Amendment are filed with, or incorporated by reference in, this report.



EXHIBIT INDEX



|ExhibitNumber |  | Description                                                                                                                                                                                             
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                                                         
|4.1*          |  | Description of Enzo Biochem, Inc.’s Securities                                                                                                                                                          
|              |  |                                                                                                                                                                                                         
|31.3*         |  | Certificate of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November  26, 2019.
|              |  |                                                                                                                                                                                                         
|31.4*         |  | Certificate of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated November  26, 2019.
|              |  |                                                                                                                                                                                                         

|* | Filed herewith.
|- | ---------------

30





SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                        |  | ENZO BIOCHEM, INC. |                                                                                
|----------------------- |  | ------------------ | -------------------------------------------------------------------------------
|                        |  |                    |                                                                                
|Date: November 26, 2019 |  |                    | /s/ Barry Weiner                                                               
|                        |  |                    | President, Chief Financial Officer, Principal Accounting Officer, and Treasurer



Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.



|By: /s/ Elazar Rabbani                                                                       |  | November 26, 2019 | 
|-------------------------------------------------------------------------------------------- |  | ----------------- | 
|Elazar Rabbani, Ph.D.                                                                        |  |                   | 
|Chairman of Board of Directors and Secretary                                                 |  |                   | 
|(Principal Executive Officer)                                                                |  |                   | 
|                                                                                             |  |                   | 
|By: /s/ Barry W. Weiner                                                                      |  | November 26, 2019 | 
|Barry W. Weiner,                                                                             |  |                   | 
|President, Chief Financial Officer, Principal Accounting Officer, Treasurer
    and Director |  |                   | 
|                                                                                             |  |                   | 
|By: /s/ Bruce A. Hanna                                                                       |  | November 26, 2019 | 
|Bruce A. Hanna, Ph.D., Director                                                              |  |                   | 
|                                                                                             |  |                   | 
|By: /s/ Gregory M. Bortz                                                                     |  | November 26, 2019 | 
|Gregory M. Bortz, Director                                                                   |  |                   | 
|                                                                                             |  |                   | 
|By: /s/ Dov Perlysky                                                                         |  | November 26, 2019 | 
|Dov Perlysky, Director                                                                       |  |                   | 

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