[SCHEDULE 13G/A] SAB Biotherapeutics, Inc. Amended Passive Investment Disclosure
Commodore Capital reports 9.9% stake in SAB Biotherapeutics
Commodore Capital and related filers report a significant ownership position in SAB Biotherapeutics, Inc. As of June 30, 2026, they may be deemed to beneficially own 8,948,170 shares of common stock, representing 9.9% of the class.
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Commodore Capital and related filers report a significant ownership position in SAB Biotherapeutics, Inc. As of June 30, 2026, they may be deemed to beneficially own 8,948,170 shares of common stock, representing 9.9% of the class. This position includes 2,870,000 common shares, 5,946,400 shares issuable upon conversion of Series B Preferred Stock, and 131,770 shares issuable upon conversion of Series B Preferred Stock underlying Tranche 1 Warrants. Additional Tranche 1 and Tranche 2 Warrants are contractually limited by a 9.99% Beneficial Ownership Limitation, so those excluded securities are not counted in the reported stake.
Key Figures
Beneficially owned shares:8,948,170 sharesOwnership percentage:9.9%Common shares held:2,870,000 shares+5 more
8 metrics
Beneficially owned shares8,948,170 sharesAggregate SAB Biotherapeutics common stock beneficially owned as of June 30, 2026
Ownership percentage9.9%Percent of SAB Biotherapeutics common stock beneficially owned by the filers
Common shares held2,870,000 sharesOutstanding SAB Biotherapeutics common stock held within the reported position
Series B Preferred conversion shares5,946,400 sharesCommon shares issuable upon conversion of Series B Preferred Stock included in ownership
Tranche 1 Warrant conversion shares131,770 sharesCommon shares issuable upon conversion of Series B Preferred Stock underlying Tranche 1 Warrants
Excluded Tranche 1 Warrant shares11,288,230 sharesAdditional Tranche 1 Warrant shares excluded due to Beneficial Ownership Limitation
Excluded Tranche 2 Warrant shares5,710,000 sharesShares issuable upon conversion of Series B Preferred Stock underlying Tranche 2 Warrants, excluded
Shares outstanding baseline83,493,068 sharesSAB Biotherapeutics common stock issued and outstanding as of June 30, 2026
Key Terms
Beneficial Ownership Limitation, Series B Preferred Stock, Tranche 1 Warrants, Tranche 2 Warrants, +1 more
5 terms
Beneficial Ownership Limitationregulatory
"The Series B Preferred Stock and the Tranche 1 Warrants are subject to a beneficial ownership limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Series B Preferred Stockfinancial
"5,946,400 shares of Common Stock issuable upon the conversion of Series B Preferred Stock"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
Tranche 1 Warrantsfinancial
"131,770 shares of Common Stock issuable upon the conversion of Series B Preferred Stock underlying certain enrollment warrants (the Tranche 1 Warrants)"
Tranche 2 Warrantsfinancial
"5,710,000 shares of Common Stock issuable upon the conversion of Series B Preferred Stock underlying certain release warrants (the Tranche 2 Warrants)"
beneficially ownregulatory
"the Firm may be deemed to beneficially own an aggregate of 8,948,170 shares of Common stock"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of SAB Biotherapeutics (SABS) does Commodore Capital report owning?
Commodore Capital and related filers report beneficial ownership of 9.9% of SAB Biotherapeutics’ common stock. This percentage is based on 83,493,068 outstanding shares plus certain convertible and warrant shares included in the calculation.
How many SAB Biotherapeutics (SABS) shares are beneficially owned by Commodore Capital?
The filers may be deemed to beneficially own 8,948,170 SAB Biotherapeutics common shares. This includes existing common stock and shares issuable from Series B Preferred Stock and Tranche 1 Warrants within a contractual ownership cap.
What instruments make up Commodore Capital’s stake in SAB Biotherapeutics (SABS)?
The reported stake consists of 2,870,000 common shares, 5,946,400 shares issuable upon conversion of Series B Preferred Stock, and 131,770 shares issuable upon conversion of Series B Preferred Stock underlying Tranche 1 Warrants.
Why are some SAB Biotherapeutics (SABS) warrants excluded from Commodore Capital’s reported ownership?
The filing excludes 11,288,230 Tranche 1 Warrant shares and 5,710,000 Tranche 2 Warrant shares due to a 9.99% Beneficial Ownership Limitation, which caps how many shares can be counted as beneficially owned at any time.
What is the share count used to calculate Commodore Capital’s 9.9% ownership of SAB Biotherapeutics (SABS)?
The ownership percentage is based on 83,493,068 SAB Biotherapeutics common shares reported outstanding as of June 30, 2026, plus 5,946,400 Series B Preferred Stock and 131,770 Tranche 1 Warrant shares included in the calculation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SAB Biotherapeutics, Inc.
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of Securities)
78397T202
(CUSIP Number)
6/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
78397T202
1
Names of Reporting Persons
Commodore Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,948,170.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,948,170.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,948,170.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
78397T202
1
Names of Reporting Persons
Commodore Capital Master LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,948,170.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,948,170.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,948,170.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
78397T202
1
Names of Reporting Persons
Robert Egen Atkinson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,948,170.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,948,170.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,948,170.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
78397T202
1
Names of Reporting Persons
Michael Kramarz
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,948,170.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,948,170.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,948,170.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SAB Biotherapeutics, Inc.
(b)
Address of issuer's principal executive offices:
777 W 41st St, Suite 401, Miami Beach, FLORIDA, 33140.
Item 2.
(a)
Name of person filing:
Commodore Capital LP
Commodore Capital Master LP
Robert Egen Atkinson
Michael Kramarz
Each a "Filer."
(b)
Address or principal business office or, if none, residence:
The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022.
The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)
Citizenship:
See Item 4 of the cover page for each Filer.
(d)
Title of class of securities:
Common stock, $0.0001 par value per share
(e)
CUSIP No.:
78397T202
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 of the cover page for each Filer.
This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of June 30, 2026, the Firm may be deemed to beneficially own an aggregate of 8,948,170 shares of Common stock, $0.0001 par value per share (the "Common Stock"), consisting of (i) 2,870,000 shares of Common Stock (ii) 5,946,400 shares of Common Stock issuable upon the conversion of Series B Preferred Stock (the "Series B Preferred Stock"), and (iii) 131,770 shares of Common Stock issuable upon the conversion of Series B Preferred Stock underlying certain enrollment warrants (the ?Tranche 1 Warrants") of SAB Biotherapeutics, Inc. (the "Issuer"). The Series B Preferred Stock and the Tranche 1 Warrants are subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The foregoing excludes (i) 11,288,230 shares of the Tranche 1 Warrants, and (ii) 5,710,000 shares of Common Stock issuable upon the conversion of Series B Preferred Stock underlying certain release warrants (the "Tranche 2 Warrants"). The Tranche 1 Warrants and Tranche 2 Warrants are subject to the Beneficial Ownership Limitation. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 83,493,068 Common Stock reported as issued and outstanding as of June 30, 2026 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2026, plus (i) 5,946,400 Series B Preferred Stock, and (ii) 131,770 shares of the Tranche 1 Warrants .
(b)
Percent of class:
See Item 11 of the cover page for each Filer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Filer.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
