SAB Biotherapeutics (NASDAQ: SABS) approves large equity plan and preferred conversion

Rhea-AI Filing Summary

SAB Biotherapeutics, Inc. stockholders approved two major equity-related proposals at a special meeting. First, they approved the potential issuance of more than 19.99% of the company’s outstanding common stock upon conversion of its Series B Convertible Preferred Stock at less than the Nasdaq “minimum price,” a step that may be deemed a change of control under Nasdaq rules.

Second, stockholders approved an amendment to the 2021 Omnibus Equity Incentive Plan that increases the share pool for awards by 24,180,000 shares to an aggregate of 31,932,466 shares and raises the maximum annual “evergreen” increase from 10,000,000 shares to 73,750,000 shares. The Plan amendment passed with 5,089,862 votes for and 951,598 against, while the Series B conversion proposal passed with 5,502,026 votes for and 515,275 against.

Positive

• None.

Negative

• Stockholders approved a Series B preferred stock conversion feature that allows issuing more than 19.99% of existing common shares, which may significantly dilute current holders.
• The 2021 Omnibus Equity Incentive Plan share pool was expanded to 31,932,466 shares and the annual evergreen cap was raised to 73,750,000 shares, materially increasing potential future equity dilution.

Insights

Equity & corporate governance analyst

SAB won approval for sizable potential dilution via Series B conversion and a much larger equity plan.

Stockholders of SAB Biotherapeutics approved a proposal allowing issuance of more than 19.99% of outstanding common stock upon conversion of Series B Convertible Preferred Stock at less than Nasdaq’s “minimum price.” The filing also notes this issuance may be deemed a change of control under Nasdaq Listing Rule 5635, underscoring its potential scale.

They also approved a substantial expansion of the 2021 Omnibus Equity Incentive Plan, lifting available common shares by 24,180,000 to an aggregate of 31,932,466 and raising the maximum additional shares from an annual evergreen feature from 10,000,000 to 73,750,000. These approvals increase the company’s flexibility to issue equity for compensation and capital-related purposes but also raise the risk of future dilution for existing common stockholders, depending on how much of the new capacity is ultimately used.

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

SAB BIOTHERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39871	85-3899721
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
777 W 41st St Suite 401
Miami Beach, Florida				33140
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 305 845-2813

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		SABS		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock		SABSW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2025, SAB Biotherapeutics, Inc. (the “Company” or “SAB”), held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Omnibus Equity Incentive Plan, as amended (the “Plan”) to, among other things, (i) increase the maximum number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) available to Plan participants thereunder by 24,180,000 shares to an aggregate of 31,932,466 shares, and (ii) increase the maximum number of additional shares available for issuance pursuant to the annual evergreen increase from 10,000,000 shares to 73,750,000 shares (the “Plan Amendment Proposal”).

Item 5.07 Submission of Matters to a Vote of Security Holders.

The total number of shares of Common Stock entitled to vote at the Special Meeting was 11,099,061 shares (on an as-converted to Common Stock basis), consisting of 10,411,061 shares of Common Stock outstanding as of the record date and 688 shares of Series A Preferred Stock, par value $0.0001 per share outstanding and entitled to vote as of the record date (“Series A Preferred Stock”).

There were 6,053,045 shares present in person or by proxy at the Special Meeting, which represented approximately 54.5% of the outstanding shares entitled to vote at the Special Meeting (including shares of Series A Preferred Stock on an as-converted basis) and which constituted a quorum for the transaction of business.

At the Special Meeting, the stockholders voted to:

(1)approve the potential issuance in excess of 19.99% of the Company’s outstanding Common Stock upon the conversion of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), at less than the “minimum price” under Nasdaq Listing Rule 5635(d), and which may deemed a “change of control” under Nasdaq Listing Rule 5635, pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock governing the Series B Preferred Stock (the “Series B Nasdaq Conversion Proposal”); and

(2)approve the Plan Amendment to, among other things, (i) increase the maximum number of shares of Common Stock available to Plan participants thereunder by 24,180,000 shares to an aggregate of 31,932,466 shares, and (ii) increase the maximum number of additional shares available for issuance pursuant to the annual evergreen increase from 10,000,000 shares to 73,750,000 shares.

The voting results on these proposals were as follows:

Proposal 1: Approval of Series B Nasdaq Conversion Proposal

Votes For		Votes Against		Abstentions
5,502,026		515,275		35,744

The proposal was approved.

Proposal 2: Approval of Plan Amendment Proposal

Votes For		Votes Against		Abstentions
5,089,862		951,598		11,585

The proposal was approved.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Amended and Restated 2021 Omnibus Equity Incentive Plan, as amended
104	Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SAB Biotherapeutics, Inc.
Date:	September 26, 2025	By:	/s/ Samuel J. Reich
			Samuel J. Reich Chief Executive Officer

FAQ

What did SAB Biotherapeutics (SABS) stockholders approve regarding the Series B Preferred Stock?

Stockholders approved the potential issuance in excess of 19.99% of the company’s outstanding common stock upon conversion of the Series B Convertible Preferred Stock at less than the Nasdaq “minimum price,” which may be deemed a change of control under Nasdaq Listing Rule 5635.

How did SAB Biotherapeutics change its 2021 Omnibus Equity Incentive Plan?

The amendment increased the maximum number of common shares available under the plan by 24,180,000 to an aggregate of 31,932,466 shares and raised the maximum number of additional shares issuable via the annual evergreen increase from 10,000,000 shares to 73,750,000 shares.

What were the vote results for SAB Biotherapeutics’ Series B Nasdaq Conversion Proposal?

The Series B Nasdaq Conversion Proposal received 5,502,026 votes for, 515,275 votes against, and 35,744 abstentions, and was approved.

What were the vote results for the SAB Biotherapeutics Plan Amendment Proposal?

The Plan Amendment Proposal received 5,089,862 votes for, 951,598 votes against, and 11,585 abstentions, and was approved.

How many SAB Biotherapeutics shares were entitled to vote at the special meeting?

A total of 11,099,061 shares of common stock on an as-converted basis were entitled to vote, including 10,411,061 common shares and 688 shares of Series A Preferred Stock on an as-converted basis.

Did SAB Biotherapeutics achieve a quorum at the special meeting?

Yes. There were 6,053,045 shares present in person or by proxy, representing approximately 54.5% of the outstanding shares entitled to vote, which constituted a quorum.