SAB Biotherapeutics, Inc. Schedule 13G filings show affiliated Vivo Opportunity entities report beneficial ownership tied to convertible Series B Preferred Stock, Enrollment Warrants and Data Release Warrants. On September 29, 20254,401,500 shares of Common Stock were converted automatically from Series B Preferred Stock (4,000,000 and 401,500 shares by two Vivo groups). The filings report an aggregate of 25,931,000 shares attributable to Vivo Opportunity Fund Holdings/manager entities and 2,619,000 shares attributable to Vivo Opportunity Cayman entities, each disclosed as representing 9.99% of the class. Many additional shares are reported as issuable upon conversion/exercise within 60 days, but the securities include blocking provisions that prevent conversion or exercise that would raise ownership above 9.99%. Signatures show the filings were executed by Kevin Dai on October 3, 2025.
Positive
Reported ownership at 9.99% demonstrates significant, disclosed stake without exceeding control thresholds
Automatic conversion of 4,401,500 shares was completed on September 29, 2025, reducing preferred holdings into common stock
Negative
Blocking provisions limit conversion/exercise above 9.99%, meaning reported issuable amounts may overstate exercisable economic/voting power
Filings report large notional positions exercisable within 60 days but do not reflect whether conversions/exercises will or can occur given the 9.99% cap
Insights
Vivo entities report near-maximum permitted holdings: 25.93M and 2.62M shares, each at 9.99%.
The filing quantifies current and potentially issuable common shares from Series B Preferred Stock, Enrollment Warrants and Data Release Warrants, with large notional positions shown as issuable within 60 days. Reporting at the 9.99% threshold signals the holders are positioned at a regulatory/contractual cap on voting power.
The reported numbers include 4,401,500 shares converted automatically on September 29, 2025.
Blocking provisions limit conversion/exercise above 9.99%, but the filing discloses unblocked notional amounts.
The document explicitly states conversion/exercise restrictions that prevent obtaining greater than 9.99% of voting securities, yet the schedules list the full number of shares that would be issuable without giving effect to those blocking provisions. That distinction is material for control analysis because the effective voting stake may be lower than the notional totals reported.
Signatures by Kevin Dai certify the disclosure and a non-control purpose for the holdings.
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, par value $0.0001 per share
(Title of Class of Securities)
78397T202
(CUSIP Number)
09/29/2025
(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
Vivo Opportunity Fund Holdings, L.P.
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
25,931,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,931,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
25,931,000.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The reported share amount represents an aggregate of (i) 4,000,000 shares of common stock, par value $0.0001 per share (the "Common Stock") of SAB Biotherapeutics, Inc. (the "Issuer"), which were converted automatically from 40,000 shares of the Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") on September 29, 2025, following the Issuer's receipt of the approval of its stockholders of such conversion, (ii) 6,372,400 shares of Common Stock issuable upon conversion of 63,724 shares of the Issuer's Series B Preferred Stock, convertible within 60 days of this Statement, (iii) 10,372,400 shares of Common Stock issuable upon conversion of 103,724 shares of Series B Preferred Stock underlying 103,724 Enrollment Warrants that are exercisable within 60 days of this Statement, and (iv) 5,186,200 shares of Common Stock issuable upon conversion of 51,862 shares of Series B Preferred Stock underlying 51,862 Data Release Warrants that are exercisable within 60 days of this Statement. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
(2) The Series B Preferred Stock, the Enrollment Warrant and the Data Release Warrant all contain provisions preventing these securities from being converted or exercised into shares of Common Stock, if such conversion or exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of the Enrollment Warrants and the Data Release Warrants into Series B Preferred Stock and the full conversion of Series B Preferred Stock to shares of Common Stock, without giving effect to the blocking provisions.
SCHEDULE 13G
CUSIP No.
78397T202
1
Names of Reporting Persons
Vivo Opportunity, LLC
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
25,931,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
25,931,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
25,931,000.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The reported share amount represents an aggregate of (i) 4,000,000 shares of Common Stock of the Issuer, which were converted automatically from 40,000 shares of the Issuer's Series B Preferred Stock on September 29, 2025, following the Issuer's receipt of the approval of its stockholders of such conversion, (ii) 6,372,400 shares of Common Stock issuable upon conversion of 63,724 shares of the Issuer's Series B Preferred Stock, convertible within 60 days of this Statement, (iii) 10,372,400 shares of Common Stock issuable upon conversion of 103,724 shares of Series B Preferred Stock underlying 103,724 Enrollment Warrants that are exercisable within 60 days of this Statement, and (iv) 5,186,200 shares of Common Stock issuable upon conversion of 51,862 shares of Series B Preferred Stock underlying 51,862 Data Release Warrants that are exercisable within 60 days of this Statement. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
(2) The Series B Preferred Stock, the Enrollment Warrant and the Data Release Warrant all contain provisions preventing these securities from being converted or exercised into shares of Common Stock, if such conversion or exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of the Enrollment Warrants and the Data Release Warrants into Series B Preferred Stock and the full conversion of Series B Preferred Stock to shares of Common Stock, without giving effect to the blocking provisions.
SCHEDULE 13G
CUSIP No.
78397T202
1
Names of Reporting Persons
Vivo Opportunity Cayman Fund, L.P.
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
2,619,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,619,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,619,000.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The reported share amount represents an aggregate of (i) 401,500 shares of Common Stock of the Issuer, which were converted automatically from 4,015 shares of the Issuer's Series B Preferred Stock on September 29 2025, following the Issuer's receipt of the approval of its stockholders of such conversion, (ii) 646,100 shares of Common Stock issuable upon conversion of 6,461 shares of the Issuer's Series B Preferred Stock, convertible within 60 days of this Statement, (iii) 1,047,600 shares of Common Stock issuable upon conversion of 10,476 shares of Series B Preferred Stock underlying 10,476 Enrollment Warrants that are exercisable within 60 days of this Statement, and (iv) 523,800 shares of Common Stock issuable upon conversion of 5,238 shares of Series B Preferred Stock underlying 5,238 Data Release Warrants that are exercisable within 60 days of this Statement. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
(2) The Series B Preferred Stock, the Enrollment Warrant and the Data Release Warrant all contain provisions preventing these securities from being converted or exercised into shares of Common Stock, if such conversion or exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of the Enrollment Warrants and the Data Release Warrants into Series B Preferred Stock and the full conversion of Series B Preferred Stock to shares of Common Stock, without giving effect to the blocking provisions.
SCHEDULE 13G
CUSIP No.
78397T202
1
Names of Reporting Persons
Vivo Opportunity Cayman, LLC
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
2,619,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
2,619,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,619,000.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The reported share amount represents an aggregate of (i) 401,500 shares of Common Stock of the Issuer, which were converted automatically from 4,015 shares of the Issuer's Series B Preferred Stock on September 29, 2025, following the Issuer's receipt of the approval of its stockholders of such conversion, (ii) 646,100 shares of Common Stock issuable upon conversion of 6,461 shares of the Issuer's Series B Preferred Stock, convertible within 60 days of this Statement, (iii) 1,047,600 shares of Common Stock issuable upon conversion of 10,476 shares of Series B Preferred Stock underlying 10,476 Enrollment Warrants that are exercisable within 60 days of this Statement, and (iv) 523,800 shares of Common Stock issuable upon conversion of 5,238 shares of Series B Preferred Stock underlying 5,238 Data Release Warrants that are exercisable within 60 days of this Statement. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
(2) The Series B Preferred Stock, the Enrollment Warrant and the Data Release Warrant all contain provisions preventing these securities from being converted or exercised into shares of Common Stock, if such conversion or exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of the Enrollment Warrants and the Data Release Warrants into Series B Preferred Stock and the full conversion of Series B Preferred Stock to shares of Common Stock, without giving effect to the blocking provisions.
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:
Vivo Opportunity Fund Holdings, L.P. and its General Partner Vivo Opportunity, LLC
Vivo Opportunity Cayman Fund, L.P. and its General Partner Vivo Opportunity Cayman, LLC
(b)
Address or principal business office or, if none, residence:
192 Lytton Avenue, Palo Alto, CA 94301
(c)
Citizenship:
Vivo Opportunity Fund Holdings, L.P. is a Delaware limited partnership.
Vivo Opportunity, LLC is a Delaware limited liability company.
Vivo Opportunity Cayman Fund, L.P. is a Cayman Islands limited partnership.
Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company.
(d)
Title of class of securities:
Common Stock, par value $0.0001 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:
Vivo Opportunity, LLC may be deemed to beneficially own an aggregate of 25,931,000 shares of the Issuer's securities, consisting of (i) 4,000,000 shares of Common Stock of the Issuer, which were converted automatically from 40,000 shares of the Issuer's Series B Preferred Stock on September 29, 2025, following the Issuer's receipt of the approval of its stockholders of such conversion, (ii) 6,372,400 shares of Common Stock issuable upon conversion of 63,724 shares of the Issuer's Series B Preferred Stock, convertible within 60 days of this Statement, (iii) 10,372,400 shares of Common Stock issuable upon conversion of 103,724 shares of Series B Preferred Stock underlying 103,724 Enrollment Warrants that are exercisable within 60 days of this Statement, and (iv) 5,186,200 shares of Common Stock issuable upon conversion of 51,862 shares of Series B Preferred Stock underlying 51,862 Data Release Warrants that are exercisable within 60 days of this Statement. The securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
Vivo Opportunity Cayman, LLC may be deemed to beneficially own an aggregate of 2,619,000 shares of the Issuer's securities, consisting of (i) 401,500 shares of Common Stock of the Issuer, which were converted automatically from 4,015 shares of the Issuer's Series B Preferred Stock on September 29, 2025, following the Issuer's receipt of the approval of its stockholders of such conversion, (ii) 646,100 shares of Common Stock issuable upon conversion of 6,461 shares of the Issuer's Series B Preferred Stock, convertible within 60 days of this Statement, (iii) 1,047,600 shares of Common Stock issuable upon conversion of 10,476 shares of Series B Preferred Stock underlying 10,476 Enrollment Warrant that are exercisable within 60 days of this Statement, and (iv) 523,800 shares of Common Stock issuable upon conversion of 5,238 shares of Series B Preferred Stock underlying 5,238 Data Release Warrants that are exercisable within 60 days of this Statement. These securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The Series B Preferred Stock, the Enrollment Warrant and the Data Release Warrant all contain provisions preventing these securities from being converted or exercised into shares of Common Stock, if such conversion or exercise would result in the holder or its affiliates obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in this Item 4 herein represent the number of shares of Common Stock that would be issuable upon full exercise of the Enrollment Warrants and the Data Release Warrants into Series B Preferred Stock and the full conversion of Series B Preferred Stock to shares of Common Stock, without giving effect to the blocking provisions.
(b)
Percent of class:
Vivo Opportunity Fund Holdings, L.P.: 9.99%
Vivo Opportunity, LLC: 9.99%
Vivo Opportunity Cayman Fund, L.P.: 9.99%
Vivo Opportunity Cayman, LLC: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Vivo Opportunity Fund Holdings, L.P.: 25,931,000 shares
Vivo Opportunity, LLC: 25,931,000 shares
Vivo Opportunity Cayman Fund, L.P.: 2,619,000 shares
Vivo Opportunity Cayman, LLC: 2,619,000 shares
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
Vivo Opportunity Fund Holdings, L.P.: 25,931,000 shares
Vivo Opportunity, LLC: 25,931,000 shares
Vivo Opportunity Cayman Fund, L.P.: 2,619,000 shares
Vivo Opportunity Cayman, LLC: 2,619,000 shares
(iv) Shared power to dispose or to direct the disposition of:
0
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.
What stake do Vivo Opportunity entities report in SAB Biotherapeutics (SABS)?
The filings report an aggregate of 25,931,000 shares for Vivo Opportunity Fund Holdings/manager entities and 2,619,000 shares for the Cayman entities, each representing 9.99% of the class.
What conversions occurred on September 29, 2025 for SABS?
On September 29, 20254,000,000 and 401,500 shares of Common Stock were converted automatically from Series B Preferred Stock for the respective Vivo groups.
Do the reported totals include shares issuable upon exercise or conversion?
Yes. Totals include shares issuable upon conversion of Series B Preferred Stock and upon exercise of Enrollment and Data Release Warrants that are exercisable within 60 days.
Are there limits on converting or exercising these securities into common stock?
Yes. The Series B Preferred Stock and the related warrants contain provisions preventing conversion or exercise if it would result in the holder or its affiliates obtaining greater than 9.99% of the issuer's voting securities.
Who signed the Schedule 13G filings for the Vivo entities?
All filings are signed by Kevin Dai as Managing Member (or Managing Member of General Partner) with signature dates of October 3, 2025.
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