0000950170-23-063918.txt : 20231114 0000950170-23-063918.hdr.sgml : 20231114 20231114190044 ACCESSION NUMBER: 0000950170-23-063918 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231110 FILED AS OF DATE: 20231114 DATE AS OF CHANGE: 20231114 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: 231408545 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 2023-11-10 0001833214 SAB Biotherapeutics, Inc. SABS 0001996040 Moin Andrew 2100 E 54TH STREET NORTH SIOUX FALLS SD 57104 true false false false false Preferred Tranche A Warrants 1000 2023-11-10 4 A false 13269 A Series A-1 and/or A-3 Convertible Preferred Stock 13269 13269 I See Footnote Preferred Tranche B Warrants 1000 2023-11-10 4 A false 8846 A Series A-3 Preferred Stock 8846 20846 I See Footnote Preferred Tranche C Warrants 1000 2023-11-10 4 A false 22115 A Series A-3 Preferred Stock 22115 52115 I See Footnote Preferred Tranche A Warrants 1000 2023-11-13 4 M false 13269 D Series A-1 and/or A-3 Convertible Preferred Stock 13269 0 I See Footnote Series A-1 Convertible Preferred Stock 0.63 2023-11-13 4 A false 13269 1000 A Common Stock and/or Series A-2 Preferred Stock 21061904 13269 I See Footnote Reflects the acquisition by Sessa Capital (Master), L.P. (the "Fund") of Tranche A Warrants (the "Tranche A Warrants") to purchase shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share (the "Series A-1 Preferred Stock"), and/or shares of Series A-3 Preferred Stock, par value $0.0001 per share (the "Series A-3 Preferred Stock"), pursuant to a Warrant Amendment and Transfer Agreement, dated as of November 10, 2023 (the "Transfer Agreement"), in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche A Warrants became exercisable commencing on the Issuance Date (as defined in the Form of Preferred Tranche A Warrant) until November 14, 2023. 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 Issuer. Each of the foregoing persons disclaims beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. Reflects the acquisition by the Fund of Tranche B Warrants (the "Tranche B Warrants") to purchase shares of Series A-3 Preferred Stock, pursuant to the Transfer Agreement in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche B Warrants are exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche B Warrant) until the later of (i) 21 days following the Issuer 's announcement of data from its SAB-142-101 clinical trial and (ii) March 31, 2025. Reflects the acquisition by the Fund of Tranche C Warrants (the "Tranche C Warrants") to purchase shares of Series A-3 Preferred Stock, pursuant to the Transfer Agreement in consideration for an agreement to exercise the Tranche A Warrants on or before November 14, 2023. The Tranche C Warrants are exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche C Warrant) until the five (5) year anniversary of such date. Reflects the exercise by the Fund of the Tranche A Warrants acquired pursuant to the Transfer Agreement. The shares of Series A-1 Preferred Stock are automatically convertible into shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"), 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 of the Issuer and (ii) the issuance of the Series A-1 Preferred Stock. Due to a 1,000 character limit, Footnote 6 is a continuation of Footnote 5: 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 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. /s/ Andrew Moin 2023-11-14