SAB Biotherapeutics Amends Bylaws, Modifies Security Holder Rights

TL;DR

**SAB Biotherapeutics just changed its bylaws and investor rights, so check your holdings!**

AI Summary

SAB Biotherapeutics, Inc. filed an 8-K on January 3, 2024, reporting an event that occurred on January 2, 2024. The filing indicates material modifications to the rights of security holders and amendments to its Articles of Incorporation or Bylaws. This matters to investors because changes to security holder rights or corporate bylaws can impact the value and control of their investment, potentially altering voting power, dividend rights, or other fundamental aspects of their ownership in SAB Biotherapeutics.

Why It Matters

Changes to security holder rights or corporate bylaws can directly affect an investor's ownership stake, voting power, and potential returns, making it crucial to understand the specifics of these modifications.

Risk Assessment

Risk Level: medium — Modifications to security holder rights and corporate bylaws can introduce new risks or alter existing ones, potentially impacting shareholder value and control.

Analyst Insight

A smart investor would immediately seek out the full details of the 'Material Modifications to Rights of Security Holders' and 'Amendments to Articles of Incorporation or Bylaws' to understand how these changes impact their investment in SAB Biotherapeutics, Inc., particularly regarding voting rights, dividend policies, or potential dilution.

Key Players & Entities

• SAB Biotherapeutics, Inc. (company) — the registrant filing the 8-K
• January 2, 2024 (date) — date of the earliest event reported
• January 3, 2024 (date) — date the 8-K was filed
• 001-39871 (string) — Commission File Number
• 85-3899721 (string) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share SABS The Nasdaq
• $11.50 — of Common Stock at an exercise price of $11.50 per share SABSW The Nasdaq Stock Ma

Filing Documents

• sabs-20240102.htm (8-K) — 51KB
• sabs-ex3_1.htm (EX-3.1) — 13KB
• sabs-ex99_1.htm (EX-99.1) — 14KB
• 0000950170-24-000543.txt ( ) — 240KB
• sabs-20240102_pre.xml (EX-101.PRE) — 13KB
• sabs-20240102.xsd (EX-101.SCH) — 3KB
• sabs-20240102_def.xml (EX-101.DEF) — 14KB
• sabs-20240102_lab.xml (EX-101.LAB) — 17KB
• sabs-20240102_htm.xml (XML) — 7KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The disclosure set forth in Item 5.03 below is hereby incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the result of the special meeting of stockholders of SAB Biotherapeutics, Inc. a Delaware corporation (the “Company”) which occurred on January 2, 2024 (the “Special Meeting”), the board of directors of the Company (the “Board”) has approved a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”) at a ratio of 1-for-10 shares, which will be effective at 12:01 a.m. Eastern Time on January 5, 2024 (the “Reverse Stock Split”). On January 2, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to amend the Company’s certificate of incorporation, as amended and restated (the “Charter”), with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. The Company expects that its Common Stock will begin trading on the Nasdaq Capital Market on a post-split basis under the Company’s existing trading symbol, “SABS,” when the market opens on January 5, 2024. The new CUSIP identifier for the Common Stock following the Reverse Stock Split will be 78397T202. As a result of the effectiveness of the Reverse Stock Split, every ten (10) shares of the Company’s issued and outstanding common stock will be automatically combined, converted and changed into one (1) share of the Company’s common stock, without any change in the number of authorized shares or the par value per share. The Reverse Stock Split will reduce the number of shares of Common Stock issued and outstanding from approximately 92.25 million to approximately 9.225 million. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restric

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Special Meeting, the Company’s stockholders voted on one proposal, which is described in more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on December 18, 2023 (the “Proxy Statement”). Of the 92,256,636 shares of the Common Stock, outstanding as of the record date, 62,515,050 shares, or approximately 67.7%, were present or represented by proxy at the Special Meeting. The following is a brief description of the matter voted upon, and the certified results, including the number of votes cast for and against the matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to the matter, if applicable. Proposal 1. Stockholders approved a proposal to authorize the Board, in its discretion but prior to the one-year anniversary of the date on which the proposal is approved by the Company’s stockholders at the Special Meeting, to amend the Charter to effect a reverse stock split of all of the outstanding shares of the Common Stock, at a ratio in the range of 2-for-3 to 1-for-10, with such ratio to be determined by the Board. This Proposal 1 is referred to as the “Reverse Stock Split Proposal”. The voting results were as follows: Votes For Votes Against Abstentions 59,076,836 3,409,403 28,811

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 2, 2024, the Company issued a press release (the “Release”) announcing the Reverse Stock Split. A copy of the Release is furnished hereto as Exhibit 99.1, and incorporated herein by reference. The information furnished under this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to the Certificate of Incorporation, as amended and restated, dated January 2, 2024 99.1 Press Release of the Company, dated January 2, 2024 104 Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SAB Biotherapeutics, Inc. Date: January 3, 2024 By: /s/ Eddie J. Sullivan Eddie J. Sullivan Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR