Commodore Capital LP and related filers report beneficial ownership of 4,522,977 shares of SAB Biotherapeutics, Inc. common stock, representing 9.9% of the outstanding class based on 45,108,294 shares reported by the issuer. The position includes 4,401,500 shares issued to Commodore Capital Master LP upon conversion of Series B Convertible Preferred Stock after stockholder approval on September 26, 2025, plus 121,477 additional shares issuable upon conversion but subject to a 9.99% ownership limitation (the "Ownership Blocker"). The filing discloses that larger pools of shares issuable on conversion and under warrants are excluded from the reported aggregate because they are constrained by the Ownership Blocker. Voting and dispositive power over the reported shares is shared among the filers; no filer reports sole voting or dispositive power.
Positive
4,401,500 shares were converted to common stock upon stockholder approval on September 26, 2025
The filers report a substantial 4,522,977‑share position, equating to a 9.9% stake
Negative
A 9.99% ownership limitation (Ownership Blocker) restricts conversion-related holdings and excludes additional issuable shares
All reported voting and dispositive power is shared; no filer reports sole control
Insights
Commodore Capital holds a 9.9% beneficial stake via converted Series B preferred shares.
The filing documents an aggregate of 4,522,977 shares beneficially owned, comprising 4,401,500 converted shares and 121,477 issuable shares constrained by a 9.99% ownership blocker.
This structure means the filers may exercise influence through shared voting and shared dispositive power rather than sole control; several larger conversion/warrant pools are expressly excluded due to the blocker.
Investors can monitor the September 26, 2025 conversion event and the 9.99% blocker when assessing potential future shifts in reported ownership.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SAB BIOTHERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
78397T202
(CUSIP Number)
09/26/2025
(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)
SCHEDULE 13G
CUSIP No.
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
4,522,977.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,522,977.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,522,977.00
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 No.
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
4,522,977.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,522,977.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,522,977.00
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 No.
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
4,522,977.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,522,977.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,522,977.00
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 No.
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
4,522,977.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,522,977.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,522,977.00
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 September 26, 2025, the Firm may be deemed to beneficially own an aggregate of 4,522,977 shares of Common Stock, $0.0001 par value per share (the "Common Stock"), of SAB Biotherapeutics, Inc. (the "Issuer"), consisting of (i) 4,401,500 shares of Common Stock issued to Commodore Master upon the conversion of Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), following stock approval at a special meeting of stockholders held on September 26, 2025 and (ii) 121,477 shares of Common Stock issuable upon the conversion of Series B Preferred Stock, which is subject to a beneficial ownership limitation of 9.99% (the "Ownership Blocker"). The foregoing excludes (i) 6,897,023 shares of Common Stock issuable upon the conversion of Series B Preferred Stock, which is subject to the Ownership Blocker, (ii) 11,420,000 shares of Common Stock issuable upon the conversion of Series B Preferred Stock underlying certain enrollment warrants, which is subject to the Ownership Blocker, and (iii) 5,710,000 shares of Common Stock issuable upon the conversion of Series B Preferred Stock underlying certain release warrants, which is subject to the Ownership Blocker. 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 45,108,294 shares of Common Stock reported as issued and outstanding by the Issuer to the Filers.
(b)
Percent of class:
Commodore Capital LP - 9.9%
Commodore Capital Master LP - 9.9%
Robert Egen Atkinson - 9.9%
Michael Kramarz - 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Commodore Capital LP - 0
Commodore Capital Master LP - 0
Robert Egen Atkinson - 0
Michael Kramarz - 0
(ii) Shared power to vote or to direct the vote:
Commodore Capital LP - 4,522,977.00
Commodore Capital Master LP - 4,522,977.00
Robert Egen Atkinson - 4,522,977.00
Michael Kramarz - 4,522,977.00
(iii) Sole power to dispose or to direct the disposition of:
Commodore Capital LP - 0
Commodore Capital Master LP - 0
Robert Egen Atkinson - 0
Michael Kramarz - 0
(iv) Shared power to dispose or to direct the disposition of:
Commodore Capital LP - 4,522,977.00
Commodore Capital Master LP - 4,522,977.00
Robert Egen Atkinson - 4,522,977.00
Michael Kramarz - 4,522,977.00
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
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