SAB Biotherapeutics (NASDAQ: SABS) details two board resignations

Rhea-AI Filing Summary

SAB Biotherapeutics, Inc. reported that on September 30, 2025, Christine Hamilton and Jeffrey Spragens resigned from its Board of Directors. Their departures were made in line with a letter agreement between the company and RA Capital Healthcare Fund, L.P. related to a July 2025 private placement of securities. Following these resignations, the Board size was reduced from 11 to nine members. The company stated that the resignations were not due to any disagreement regarding its operations, policies, or practices and expressed appreciation for both directors’ service.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 09/30/2025 - 04:35 PM Learn about SEC filing dates

FAQ

What did SAB Biotherapeutics (SABS) disclose in this 8-K filing?

The company disclosed that two directors, Christine Hamilton and Jeffrey Spragens, resigned from the Board of Directors on September 30, 2025, and the Board size was reduced from 11 to nine members.

Why did Christine Hamilton and Jeffrey Spragens resign from the SAB Biotherapeutics board?

Their resignations were made in accordance with a letter agreement between SAB Biotherapeutics and RA Capital Healthcare Fund, L.P., entered into on July 21, 2025, in connection with a July 2025 private placement of securities.

Were the SAB Biotherapeutics director resignations due to disagreements with the company?

No. The filing states that the resignation of each of Christine Hamilton and Jeffrey Spragens was not the result of any disagreement with the company on matters relating to its operations, policies, or practices.

How did the SAB Biotherapeutics board size change after the resignations?

After the resignations of Christine Hamilton and Jeffrey Spragens, the size of the Board of Directors was decreased from 11 to nine members.

What role did RA Capital Healthcare Fund, L.P. play in the board changes at SAB Biotherapeutics?

The board changes were made pursuant to a letter agreement between SAB Biotherapeutics and RA Capital Healthcare Fund, L.P., dated July 21, 2025, which was connected to the company’s July 2025 private placement of securities.

Did SAB Biotherapeutics comment on the departing directors’ contributions?

Yes. The company stated that the Board and SAB Biotherapeutics are deeply grateful for Christine Hamilton’s and Jeffrey Spragens’ service, dedication, and contributions.

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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 30, 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 30, 2025, Christine Hamilton and Jeffrey Spragens resigned as members of the Board of Directors (the “Board”) of SAB Biotherapeutics, Inc. (the “Company”) and the size of the Board was decreased from 11 to nine, in accordance with the terms of the letter agreement entered into between the Company and RA Capital Healthcare Fund, L.P., dated July 21, 2025, in connection with the Company’s July 2025 private placement of securities. The resignation of each of Ms. Hamilton and Mr. Spragens was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board and the Company are deeply grateful for Ms. Hamilton’s and Mr. Spragens’ service, dedication, and contributions to the Company.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
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 30, 2025	By:	/s/ Samuel J. Reich
			Samuel J. Reich Chief Executive Officer