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