0000950170-23-054936.txt : 20231024 0000950170-23-054936.hdr.sgml : 20231024 20231024173008 ACCESSION NUMBER: 0000950170-23-054936 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231023 FILED AS OF DATE: 20231024 DATE AS OF CHANGE: 20231024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Moin Andrew CENTRAL INDEX KEY: 0001996040 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39871 FILM NUMBER: 231343501 MAIL ADDRESS: STREET 1: 2100 EAST 54TH STREET NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAB Biotherapeutics, Inc. CENTRAL INDEX KEY: 0001833214 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 853899721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2100 EAST 54TH STREET NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57104 BUSINESS PHONE: 605-679-6980 MAIL ADDRESS: STREET 1: 2100 EAST 54TH STREET NORTH CITY: SIOUX FALLS STATE: SD ZIP: 57104 FORMER COMPANY: FORMER CONFORMED NAME: Big Cypress Acquisition Corp. DATE OF NAME CHANGE: 20201120 4 1 ownership.xml 4 X0508 4 2023-10-23 0001833214 SAB Biotherapeutics, Inc. SABS 0001996040 Moin Andrew 2100 E 54TH STREET NORTH SIOUX FALLS SD 57104 true false false false false Series A-1 Convertible Preferred Stock 0.63 2023-10-23 4 A false 16269 1000 A Common Stock and/or Series A-2 Preferred Stock 25818903 18000 I See Footnote Preferred Tranche A Warrants 1000 2023-10-23 4 M false 16269 D Series A-1 and/or A-3 Convertible Preferred Stock 16269 0 I See Footnote Reflects the exercise by Sessa Capital (Master), L.P. (the "Fund") of the Tranche A Warrants (as defined below) acquired pursuant to a Securities Purchase Agreement, dated as of September 29, 2023 (the "SPA"). The shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share ("Series A-1 Preferred Stock") are automatically convertible into shares of Common Stock of SAB Biotherapeutics, Inc. (the "Issuer") on the first trading day following the announcement of the approval by the stockholders of the Issuer of (i) an amendment to the Issuer's Certificate of Incorporation to increase the number of authorized shares of common stock, $0.0001 par value per share ("Common Stock"), of the Issuer and (ii) the issuance of the Series A-1 Preferred Stock. Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: The Series A-1 Preferred Stock is subject to a beneficial ownership blocker provision that prevents the Reporting Person from converting the Series A-1 Preferred Stock into Common Stock to the extent such conversion would result in the Reporting Person beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion, and to the extent the conversion would cause the Reporting Person's beneficial ownership to exceed such maximum percentage, the Reporting Person will receive shares of Series A-2 Convertible Preferred Stock, par value $0.0001 per share, in lieu of Common Stock of the Issuer. These securities of the Issuer are beneficially owned by (i) the Fund, directly, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Andrew Moin, an Analyst and Partner with Sessa Capital, is a member of the board of directors of the Registrant. Each of the foregoing persons disclaims beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. Pursuant to the SPA, the Fund acquired Tranche A Warrants to purchase shares of Series A-1 Preferred Stock or shares of Series A-3 Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (the "Tranche A Warrants"), on the terms summarized in the Issuer's Current Report on Form 8-K filed on October 2, 2023, including the exhibits thereto. The Tranche A Warrants became exercisable commencing on the Issuance Date (as defined in the Form of Preferred Tranche A Warrant) until the earlier of (i) fifteen (15) trading days following the date of public announcement of the fulsome data set from the Sanofi S.A. Protect trial and (ii) December 15, 2023. /s/ Andrew Moin 2023-10-24