SABS Enters Material Agreement for Stock & Warrants at $11.50 Exercise Price

TL;DR

**SABS just issued new stock and warrants, potentially diluting shares but also raising capital.**

AI Summary

SAB Biotherapeutics, Inc. (SABS) filed an 8-K on January 26, 2024, to report entering into a material definitive agreement. This agreement involves the issuance of common stock and warrants, with each warrant exercisable for one share of common stock at an exercise price of $11.50 per share. This matters to investors because it indicates a potential capital raise or a significant transaction that could dilute existing shares or provide new funding for the company's operations.

Why It Matters

This filing signals a new financial arrangement for SAB Biotherapeutics, which could impact the company's capital structure and future funding, potentially affecting stock value.

Risk Assessment

Risk Level: medium — The issuance of new shares and warrants can lead to dilution for existing shareholders, which is a moderate risk.

Analyst Insight

Investors should investigate the specifics of the 'material definitive agreement' to understand the purpose of the capital raise, the number of shares and warrants issued, and the potential for dilution before making any investment decisions.

Key Numbers

• $11.50 — Warrant Exercise Price (The price at which each warrant can be converted into one share of common stock.)
• $0.0001 — Common Stock Par Value (The nominal value assigned to each share of common stock.)

Key Players & Entities

• SAB Biotherapeutics, Inc. (company) — the registrant filing the 8-K
• $0.0001 (dollar_amount) — par value per share of common stock
• $11.50 (dollar_amount) — exercise price per share for warrants
• January 26, 2024 (date) — date of earliest event reported and filing date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share SABS The Nasdaq
• $20,000,000 — ng an aggregate offering price of up to $20,000,000 (the “Placement Shares”).

Filing Documents

• sabs-20240126.htm (8-K) — 45KB
• sabs-ex1_1.htm (EX-1.1) — 348KB
• sabs-ex5_1.htm (EX-5.1) — 13KB
• img84541401_0.jpg (GRAPHIC) — 7KB
• 0000950170-24-007941.txt ( ) — 625KB
• sabs-20240126.xsd (EX-101.SCH) — 44KB
• sabs-20240126_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 26, 2024, SAB Biotherapeutics, Inc. (the “Company”) entered into a Controlled Equity Offering℠ Sales Agreement (the “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”). In accordance with the terms of the Agreement, pursuant to the Prospectus Supplement (as defined below), the Company may offer and sell from time to time through or to the Agent, as sales agent, the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $20,000,000 (the “Placement Shares”). The Placement Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-271768) which was declared effective by the Securities and Exchange Commission (“SEC”) on May 17, 2023 and the related base prospectus included in the registration statement, as supplemented by the prospectus supplement dated January 26, 2024 (the “Prospectus Supplement”). The Company intends to use the net proceeds from the offering, if any, to support pipeline development and for general corporate and working capital purposes. The Company is not obligated to sell any Placement Shares pursuant to the Agreement. Subject to the terms and conditions of the Agreement, the Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of the Nasdaq Stock Market (“Nasdaq”), to sell the Placement Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. Sales of the Placement Shares, if any, will be made on Nasdaq at market pr

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 1.1 Controlled Equity Offering℠ Sales Agreement, dated as of January 26, 2024 by and between Cantor Fitzgerald & Co. and SAB Biotherapeutics, Inc. 5.1 Opinion of Dentons US LLP 23.1 Consent of Dentons US LLP (included in Exhibit 5.1) 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 26, 2024 By: /s/ Eddie J. Sullivan Eddie J. Sullivan Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR