0000950170-23-065888.txt : 20231122 0000950170-23-065888.hdr.sgml : 20231122 20231122163014 ACCESSION NUMBER: 0000950170-23-065888 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231114 FILED AS OF DATE: 20231122 DATE AS OF CHANGE: 20231122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ellias Helen K. CENTRAL INDEX KEY: 0002001600 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39871 FILM NUMBER: 231433879 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 3 1 ownership.xml 3 X0206 3 2023-11-14 0 0001833214 SAB Biotherapeutics, Inc. SABS 0002001600 Ellias Helen K. 2100 E 54TH STREET NORTH SIOUX FALLS SD 57104 true false false false Series A-1 Convertible Preferred Stock 0.63 Common Stock and/or Series A-2 Preferred Stock 2857142 I See Footnote Preferred Tranche B Warrants 1000 Series A-3 Preferred Stock 1200 I See Footnote Preferred Tranche C Warrants 1000 Series A-3 Preferred Stock 3000 I See Footnote Represents shares of Series A-1 Convertible Preferred Stock, par value $0.0001 per share with a stated value of $1,000 per share (the "Series A-1 Preferred Stock") of the Registrant held by JDRF T1D Fund, LLC ("JDRF") that (i) JDRF purchased in a private placement offering of the Registrant's securities which closed on October 2, 2023 (the "Offering") and (ii) JDRF acquired upon the exercise of Tranche A Warrants (the "Tranche A Warrants") to purchase shares of 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"), issued to JDRF in the Offering. The Series A-1 Preferred Stock, subject to approval of the Registrant's stockholders ("Stockholder Approval"), is automatically convertible into shares of common stock, par value $0.0001 per share (the "Common Stock") on the first trading day following the announcement of the Stockholder Approval. 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 9.99% 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. These securities are beneficially owned by JDRF, directly. Helen Katherine Ellias, a Managing Director with JDRF, is a member of the board of directors of the Registrant. JDRF is a non-profit organization and the Reporting Person is an employee of such organization. As such, the Reporting Person disclaims beneficial ownership of any securities held by JDRF. Represents warrants issued to JDRF in the Offering to acquire shares of Series A-3 Preferred Stock (the "Tranche B Warrants"). 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) 15 days following the Registrant's announcement of data from its SAB-142-101 clinical trial and (ii) March 31, 2025. Represents warrants issued to JDRF in the Offering to acquire shares of Series A-3 Preferred Stock (the "Tranche C Warrants"). 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. /s/ Katie Ellias 2023-11-22