SAB Biotherapeutics (SABS) adds 24,180,000 shares to 2021 equity plan

Rhea-AI Filing Summary

SAB Biotherapeutics, Inc. filed a Form S-8 registration statement to register 24,180,000 additional shares of common stock for issuance under its 2021 Omnibus Equity Incentive Plan, as amended.

The registration covers the same class of securities as earlier S-8 statements and incorporates the company’s latest annual, quarterly, and current reports by reference, so the equity compensation plan remains supplied with stock for future grants to eligible participants.

As filed with the Securities and Exchange Commission on December 15, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

SAB Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)

Delaware		85-3899721
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

777 W 41st St., Suite 401
Miami Beach, Florida		33140
(Address of Principal Executive Offices)		(Zip Code)

SAB Biotherapeutics, Inc. 2021 Omnibus Equity Incentive Plan,

As Amended
(Full title of the plans)

Samuel J. Reich
Chief Executive Officer
SAB Biotherapeutics, Inc.
777 W 41st St., Suite 401
Miami Beach, Florida 33140
(Name and address of agent for service)

(305)-845-2813
(Telephone number, including area code, of agent for service)

Copies to:

Ilan Katz, Esq.

Brian Lee, Esq.

Dentons US LLP

1221 Avenue of the Americas

New York, New York 10020

Tel: (212) 768-6700

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 filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

SAB Biotherapeutics, Inc., a Delaware corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering an additional 24,180,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”), issuable to eligible persons under the SAB Biotherapeutics, Inc. 2021 Omnibus Equity Incentive Plan (as amended, the “2021 Plan”), which shares are in addition to the shares registered on the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on February 1, 2022 (File No. 333-262452), the registration statement on Form S-8 filed with the Commission on February 23, 2024 (File No. 333-277314), the registration statement on Form S-8 filed with the Commission on August 12, 2024 (File No. 333-281499), and the registration statement on Form S-8 filed with the Commission on April 3, 2025 (File No. 333-286368) (together, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E (“General Instruction E”) to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), regarding Registration of Additional Securities. Pursuant to General Instruction E, the contents of the Prior Registration Statements, to the extent relating to the registration of Common Stock issuable under the 2021 Plan, are incorporated herein by reference and made part of this Registration Statement, except to the extent supplemented, amended and superseded by the information set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Commission by the Registrant pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference into this Registration Statement:

(a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (as filed with the Commission on March 31, 2025);

(b)the Registrant’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2025, June 30, 2025, and September 30, 2025 (as filed with the Commission on May 9, 2025, August 7, 2025, and November 14, 2025, respectfully);

(c)the Registrant’s Current Reports on Form 8-K filed with the Commission on January 28, 2025, February 5, 2025, July 17, 2025, July 21, 2025, September 26, 2025, and September 30, 2025; and

(d)the description of the Registrant’s Common Stock contained in the registrant’s Registration statement on Form 8-A , filed by the Registrant with the Commission under Section 12(b) of the Exchange Act on January 8, 2021, including any amendments or reports filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all of the shares of Common Stock offered have been sold or that deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such

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statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Current Report on Form 8-K expressly provides to the contrary.

Item 8. Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
4.1		Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed with the Commission on October 28, 2021).
4.2		Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.2 to the current report on Form 8-K filed with the Commission on October 28, 2021).
4.3		Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 January 4, 2021).
4.4		Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed with the Commission on October 2, 2023).
4.5		Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the current report on form 8-K, filed with the Commission on November 22, 2023).
4.6		Certificate of Amendment to the Certificate of Incorporation, as amended and restated, dated January 2, 2024 (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed with the Commission on January 3, 2024).
4.7		Certificate of Designations of Preferences, Rights and Limitations of the Series B Convertible Non-Voting Preferred Stock (incorporated by reference to Exhibit 3.1 to the current report on form 8-K, filed with the Commission on July 21, 2025).
5.1*		Opinion of Dentons US LLP.
23.1*		Consent of EisnerAmper LLP, independent registered public accounting firm.
23.2*		Consent of Dentons US LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature page of this registration statement).
99.1		SAB Biotherapeutics, Inc. 2021 Omnibus Equity Incentive Plan, as amended. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 26, 2025).
107*		Filing Fee Table.

*Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami Beach, Florida on December 15, 2025.

SAB BIOTHERAPEUTICS, INC.
By:	/s/ Samuel J. Reich
Name:	Samuel J. Reich
Title:	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Samuel J. Reich and Lucy To as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated below.

Signature		Title		Date
/s/ Samuel J. Reich		Chair and Chief Executive Officer		December 15, 2025
Samuel J. Reich		(Principal Executive Officer)
/s/ Lucy To		Chief Financial Officer		December 15, 2025
Lucy To		(Principal Financial Officer and Principal Accounting Officer)
/s/ Eddie J. Sullivan, PhD		President and Director		December 15, 2025
Eddie J. Sullivan, PhD
/s/ Katie Ellias		Director		December 15, 2025
Katie Ellias
/s/ Scott Giberson, RPh, MPH, D.Sc.		Director		December 15, 2025
Scott Giberson, RPh, MPH, D.Sc.

/s/ David Link, MBA		Director		December 15, 2025
David Link, MBA
/s/ Erick Lucera		Director		December 15, 2025

Erick Lucera
/s/ Andrew Moin		Director		December 15, 2025
Andrew Moin
/s/ William Polvino, MD		Director		December 15, 2025
William Polvino, MD
/s/ Jay Skyler, MD		Director		December 15, 2025
Jay Skyler, MD

FAQ

What did SAB Biotherapeutics (SABS) register in this Form S-8?

SAB Biotherapeutics registered 24,180,000 additional shares of its common stock, par value $0.0001 per share, for issuance under the 2021 Omnibus Equity Incentive Plan, as amended.

Which equity plan is covered by the new SAB Biotherapeutics (SABS) share registration?

The registration applies to the SAB Biotherapeutics, Inc. 2021 Omnibus Equity Incentive Plan, as amended, covering shares issuable to eligible persons under that plan.

How does this SAB Biotherapeutics (SABS) S-8 relate to prior registrations?

This registration statement is filed under General Instruction E to Form S-8 to register additional securities of the same class already registered on prior Form S-8 filings for the 2021 Plan.

Which SEC reports are incorporated by reference into this SAB Biotherapeutics (SABS) registration?

The registration incorporates by reference the company’s Form 10-K for the year ended December 31, 2024, its Form 10-Q reports for the quarters ended March 31, June 30, and September 30, 2025, specified Form 8-K current reports, and the Form 8-A description of its common stock, plus certain future filings.

Who signed the SAB Biotherapeutics (SABS) Form S-8 registration statement?

The registration statement was signed on behalf of the company by Chief Executive Officer Samuel J. Reich, Chief Financial Officer Lucy To, and members of the board of directors, who also granted powers of attorney for amendments.

What future SEC filings will be incorporated into this SAB Biotherapeutics (SABS) registration?

All documents SAB Biotherapeutics files under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after this registration becomes effective, and before a post-effective amendment removes the shares, will be incorporated by reference.