SAB BIOTHERAPEUTICS INC SEC Filings

SAB Biotherapeutics, Inc. solicits shareholder approval at a Special Meeting for three principal matters outlined in the proxy: approval to permit issuance in excess of 19.99% of the company’s outstanding Common Stock upon conversion of Series B Convertible Preferred Stock at less than Nasdaq’s listed "minimum price," which may be deemed a change of control under Nasdaq rules; an amendment to the 2021 Omnibus Equity Incentive Plan to increase shares available for awards by 24,180,000 to a total of 31,932,466; and to increase the Plan’s annual "evergreen" maximum from 10,000,000 shares to 73,750,000 shares. The filing discloses outstanding share counts used for ownership calculations as of August 1, 2025, showing 127,413,435 eligible voting shares, comprised of 10,411,061 Common Stock, 17,002,374 Common Stock assuming conversion of Series A-2, and 100,000,000 Common Stock assuming conversion of Series B. The proxy includes detailed beneficial ownership footnotes for officers, directors, and institutional holders, and notes specific preferred-holdings and ownership "blocker" limits (e.g., 9.99% and 4.99% blockers for certain holders).

Samuel J. Reich, the CEO, Executive Chairman and a director of SAB Biotherapeutics, reported a grant of 4,800,000 stock options on 08/26/2025. The options have an exercise price of $2.17 per share and are issued under the company’s 2021 Omnibus Equity Incentive Plan. The awards are subject to the company receiving stockholder approval to amend the Plan to increase available shares for issuance. The underlying common shares vest over four years, with 1/4 vesting on March 1, 2026 and the remaining 3/4 vesting pro rata monthly over the following 36 months. The Form 4 was signed and filed on 08/28/2025.

SAB Biotherapeutics, Inc. reported a Form 4 filing showing that Chief Financial Officer Lucy To was granted options to purchase 1,200,000 shares of common stock at an exercise price of $2.17 per share. The option grant date is 08/26/2025 and the options expire on 08/26/2035. The options vest over four years: 1/4 vests on March 1, 2026 and the remaining 3/4 vest monthly in 36 equal installments. The awards are conditioned on shareholder approval to amend the company’s 2021 Omnibus Equity Incentive Plan to increase available shares. The Form 4 was signed by Lucy To on 08/28/2025 and identifies her role as Chief Financial Officer.

Alexandra Kropotova, the Chief Medical Officer of SAB Biotherapeutics, Inc. (SABS), reported a grant of stock options on 08/26/2025. The filing shows an award of 2,400,000 options to purchase common stock at an exercise price of $2.17 per share, exercisable through 08/26/2035. The options vest over four years with 25% vesting on March 1, 2026 and the remaining 75% vesting monthly in 36 equal installments. The grant is subject to the company receiving shareholder approval to amend its 2021 Omnibus Equity Incentive Plan to increase the share reserve. The Form 4 was signed by Ms. Kropotova on 08/28/2025.

Christoph Lawrence Bausch, Chief Operating Officer of SAB Biotherapeutics, Inc. (SABSW), was granted options to buy 600,000 shares of the company’s common stock at an exercise price of $2.17 per share. The option grant was reported with a transaction date of 08/26/2025 and an expiration date of 08/26/2035. The awards are governed by the Issuer’s 2021 Omnibus Equity Incentive Plan, as amended, but are conditioned on the Company receiving stockholder approval to amend the Plan to increase the number of shares available for issuance. The option shares vest over four years: one-quarter on March 1, 2026, and the remaining three-quarters monthly in 36 equal installments.

Eddie Joe Sullivan, a director and President of SAB Biotherapeutics, Inc. (ticker SABSW), reported a grant of options on 08/26/2025 to purchase 3,000,000 shares of common stock at a $2.17 exercise price. The options are reported as acquired and are held directly. The filing states the awards are governed by the company’s 2021 Omnibus Equity Incentive Plan and are conditioned on shareholder approval to amend the Plan to increase available shares. The underlying shares vest over four years, with 1/4 vesting on March 1, 2026 and the remaining 3/4 vesting monthly in 36 equal installments. The filing shows the options relate to common stock and that 3,000,000 shares would be beneficially owned following the transaction.

SAB Biotherapeutics is asking shareholders to approve three principal actions related to equity and governance. First, the company seeks approval to allow issuance in excess of 19.99% of outstanding common stock upon conversion of Series B Convertible Preferred Stock even if conversion price is below Nasdaq's minimum-price threshold, which could be treated as a change of control under Nasdaq rules. Second, the company proposes to amend its 2021 Omnibus Equity Incentive Plan to increase awardable shares by 24,180,000 to a new total of 31,932,466 shares. Third, the plan's annual "evergreen" cap would rise from 10,000,000 to 73,750,000 shares. The filing also discloses beneficial ownership details used to calculate a total of 202,413,435 eligible voting shares as of August 1, 2025, incorporating assumed conversions of Series A-2 and Series B preferred shares. The document lists individual holdings, option and warrant exercisability within 60 days for named executives and investors, and notes contractual ownership blockers for certain institutional holders.