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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-29 · 574 added, 625 removed, 1321 unchanged (48% of the section changed)

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Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of the end of the fiscal year covered by this Annual Report as a result of the material weaknesses in Internal Control over Financial Reporting described below.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report.

Management’s Report on Internal Control over Financial Reporting

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Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the COSO framework.

Based on evaluation under these criteria and based upon the existence of the material weakness described below, management determined, that we did not maintain effective internal control over financial reporting as of December 31, 2023.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

We identified deficiencies in the control environment component of the COSO Framework that constitute a material weakness:

• We lack documentation of the formalized processes and procedures that are critical to the accomplishment of financial reporting objectives.

Management believes that the material weakness set forth above is the result of the scale of our operations, is intrinsic to our size, and intends to take remedial actions described below.

Plan for Remediation of Material Weakness

We continue to work to strengthen our internal control over financial reporting and are committed to ensuring that such controls are designed and operating effectively.

We are implementing process and control improvements to address the above material weakness as follows:

• We have engaged with a third party firm to perform a complete risk assessment and provide advisory services for our required documented control attributes and necessary remediation efforts.

• We will soon complete the process of implementing a contract management platform that will integrate functions governing the initiation, authorization, and execution of contracts with enhancements for our existing contract review control.

This tool will improve the ability of the finance organization to review new and renewed contracts for potential financial reporting implications.

We are committed to continuing to improve our internal control processes related to these matters and will continue to review our financial reporting controls and procedures.

As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address deficiencies or modify certain of the remediation measures described above.

Based on evaluation under these criteria, management determined that our internal control over financial reporting was effective as of December 31, 2024.

Remediation of Material Weakness in Internal Controls

We strengthened our internal controls over documentation of our formalized processes and procedures that are critical to the accomplishment of financial reporting objectives through engagement of a third-party firm which assisted us in the creation of such documentation.

The material weakness described in “Item 4.

Controls and Procedures” in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2024 has been fully remediated.

Changes in Internal Control Over Financial Reporting

Other than as described above, there have been no changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter to which period covered by this Annual Report on Form 10-K relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We remediated the material weakness over the lack of documentation of the formalized processes and procedures that are critical to the accomplishment of financial reporting objectives, as further described in the following paragraph.

Other than the remediation of this material weakness, there have been no changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter to which period covered by this Annual Report relates that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information .

Rule 10b5-1 Trading Plans

For the year and quarter ended December 31, 2024, none of our directors or officers adopted , modified , or terminated a "Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K of the Exchange Act) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

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Class III Director, Chairman of the Board and Chief Executive Officer

Christine Hamilton, MBA

Class III Director

Sullivan, PhD

Class III Director and President

Christine Hamilton, MBA

Class III Director

Class II Director

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Class I Director

Chief Financial Officer

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with High Honors in Biochemistry from Clark University, cum laude, Phi Beta Kappa.

We believe Mr.

Reich is qualified to serve on our board of directors because of his extensive industry and leadership experience, and significant familiarity with our company’s business and operations.

Sullivan, PhD , is our co-founder and has served as our president since 2014 and our past CEO from 2014 until January 2024.

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Sullivan serves on the board of directors for the Biotechnology Innovation Organization (BIO) and has served on its executive committee.

He has worked with industry committees and discussion groups that have focused on animal biotechnology, regulatory framework, human immunotherapies, and global health threats.

has worked with industry committees and discussion groups that have focused on animal biotechnology, regulatory framework, human immunotherapies, and global health threats.

Sullivan was governor-appointed to South Dakota’s Research Commercialization Council and is Chairman of the state’s National Science Foundation-EPSCoR committee.

also founded, served as president, and remains an advisor to the state affiliate of BIO, South Dakota Biotech, and in 2014 was honored for his leadership, innovation, vision, and entrepreneurship with the inaugural LIVE award.

He also founded, served as president, and remains an advisor to the state affiliate of BIO, South Dakota Biotech, and in 2014 was honored for his leadership, innovation, vision, and entrepreneurship with the inaugural LIVE award.

He holds an undergraduate degree from the University of Arizona and graduate degrees from Brigham Young University, Kennedy-Western University, and Utah State University in both reproduction and business.

Michael G King, Jr.

, is our Chief Financial Officer as of October 2023.

King is an award-winning biotechnology industry research analyst with over 25 years of experience advising investors and issuers.

From June 2022 to May 2023, Mr.

King was Co-Head of Healthcare Research at EF Hutton Group., where he provided coverage on 15 healthcare and biotechnology companies across a range of market capitalizations.

From January 2021 to May 2022, he was Managing Director and Senior Biotechnology Analyst with H.C.

Wainwright & Co., where he provided coverage on 21 healthcare and biotechnology companies From May 2018 to December 2020, Mr.

King acted as Entrepreneur in Residence at Fortress Biotech, Inc., where he was responsible for identifying promising therapeutic molecules, securing rights to their development and commercialization, and forming and capitalization new companies around these molecules.

King has previously held senior roles with prominent companies including JMP Securities LLC, Rodman and Renshaw LLC, Ziopharm Oncology, Inc.

Wedbush PacGrow Life Sciences, Bank of America, Robertson Stephens, and Vector Securities.

King’s extensive investment banking and public company advisory experience includes equity research, capital markets, corporate finance, and M&A advisory.

He received his BA in Finance from the Bernard M.

Baruch College of the City University of New York.

We believe Dr.

Sullivan is qualified to serve on our board of directors because of his significant biopharma leadership and management experience, and significant familiarity with our company’s business and operations.

, is our Chief Financial Officer as of August 2024.

To brings over 18 years of investment banking and strategic operational expertise to SAB BIO and will lead corporate finance, corporate strategy and approach to broader strategic business relationships at the Company.

Prior to joining SAB BIO, she was a Managing Director in the Healthcare Investment Banking Group at Wells Fargo from October 2020 to June 2024, where she advised biopharmaceutical companies on financing and strategic transactions.

Her career experience includes additional investment banking and operational experience at Deutsche Bank, where she was a director in healthcare investment banking from July 2017 to October 2020, Intercept Pharmaceuticals, Citigroup, and Cowen.

Her transaction experience includes M&A, IPOs and other equity and debt financings in the healthcare sector with an aggregate transaction value in excess of $50 billion.

She received a B.A.

in finance from Southern Methodist University.

Christoph Bausch, PhD, MBA , is our Chief Operating Officer as of May 2022, overseeing all Research & Manufacturing operations of the company.

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She also owns Dakota Packing, Inc., a wholesale company based in Las Vegas that provides high-end, “center-of-the-plate” protein products to a national customer base.

Hamilton has served on the board of directors for several financial and public companies including HF Financial Corporation, Home Federal Bank (now Great Western Bancorp, NYSE:

Hamilton has served on the board of directors for several financial and public companies including HF Financial Corporation, Home Federal Bank (now Great Western

Bancorp, NYSE:

GWB) and, in 2018, was recognized for her exemplary service as a board member of the Federal Reserve Bank (Ninth District) after a four-year term.

She currently serves as a board member for publicly traded Titan Machinery,

Padlock Ranch, and Meadowlark Institute.

She currently serves as a board member for publicly traded Titan Machinery, Padlock Ranch, and Meadowlark Institute.

Hamilton was a governor-appointed commissioner for South Dakota Game Fish & Parks and is a 2016 inductee to the South Dakota Hall of Fame for her contributions to the state and agribusiness.

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Hamilton holds a philosophy degree from Smith College in Northampton, Massachusetts, and an MBA in entrepreneurship from the University of Arizona.

Hamilton is well qualified to serve on our board of directors because of her extensive public company board experience.

Katie Ellias, joined the SAB board of directors in November 2023.

Ellias serves as a Managing Director at the JDRF T1D Fund LLC, a venture philanthropy fund with approximately $200 million in assets (the “T1D Fund”), including an investment in the Company.

Ellias joined the T1D Fund in 2018 where she has led a number of investments in companies developing T1D-oriented therapies, and served as a director on the board of several including, DiogenX, Veralox Therapeutics, i2O Therapeutics, and Capillary Biomedical.

We believe Ms.

Hamilton is well qualified to serve on our board of directors because of her extensive public company board experience, and significant familiarity with our company’s business and operations.

Katie Ellias, joined SAB's Board of Directors in November 2023, bringing more than twenty years of health care and investment experience to SAB.

Katie Ellias is a healthcare investor, board member, advisor, and operator with over 20 years of experience building and investing in healthcare and life sciences companies, focused on biotechnology and medical devices.

Katie served as Managing Director at the T1D Fund, a venture philanthropy fund with $200 AUM, including an investment in SAB, from 2018 to November 2024.

Ellias led a number of investments in companies developing T1D-oriented therapies, and served as a director on the board of several companies, including, DiogenX, Veralox Therapeutics, i2O Therapeutics, and Capillary Biomedical.

Ellias joined the T1D Fund from Endeavour Vision, a Geneva-based growth-stage venture fund.

She was previously Principal at Sofinnova Partners, Paris, a leading early-stage life sciences fund.

Ellias has also held roles in business development with Medtronic and started her career at McKinsey & Company.

Ellias has also held commercial and business development roles with Medtronic and started her career at McKinsey & Company.

Ellias is currently a board member with the French-American Chamber of Commerce.

She holds an M.B.A.

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in International Relations and Political Science from Yale University.

We believe Ms.

Ellias is well qualified to serve on our board of directors due to her extensive T1D and emerging companies experience.

Scott Giberson, RPh, MPH, D.Sc., Rear Admiral (retired), joined the SAB board of directors in July 2022.

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of Pennsylvania) Executive Leadership Program.

We believe Mr.

Giberson is well qualified to serve on our board of directors because of his extensive experience in the medical industry.

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Dave holds a bachelor’s degree in data processing and computer science, an MBA from the University of South Dakota and a master’s in healthcare administration from the University of Minnesota.

Link is well qualified to serve on our board of directors because of his extensive experience in the biotechnology industry and his extensive public company board experience.

We believe Mr.

Link is well qualified

to serve on our board of directors because of his extensive experience in the biotechnology industry and his extensive public company board experience.

Erick Lucera , joined the SAB board of directors in April 2023.

Since May 2023, Mr.

Lucera has been Executive Vice President and Chief Financial Officer of Editas Medicine, a publicly traded clinical stage biotechnology company.

From 2020 to February 2023, Mr.

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From 2016 to 2020, Mr.

Lucera served as Chief Financial Officer, Treasurer and Secretary of VALERITAS, a publicly traded commercial-stage medical technology company where he led multiple successful public

Lucera served as Chief Financial Officer, Treasurer and Secretary of VALERITAS, a publicly traded commercial-stage medical technology company where he led multiple successful public offerings.

From 2017 to the present, Mr.

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Lucera’s extensive experience in strategic planning and finance, we believe that Mr.

Lucera is well qualified to serve as a member of the Board of Directors.

Lucera is well qualified to serve as a member of our board of directors.

Andrew Moin, joined the SAB board of directors in October 2023.

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in Economics, with distinction, from Amherst College and a J D., magna cum laude, from Harvard Law School.

We believe Mr.

Moin is well qualified to serve on our board of directors due to his extensive investment experience..

Polvino, MD , has served as a member of our board of directors since 2019, after having served as our business advisor for several years.

Polvino is pharmaceutical entrepreneur with more than 25 years of experience in the healthcare arena.

He is currently chief executive officer of Bridge Medicines, a pioneering drug discovery company focused on advancing promising early technologies from concept to clinic.

He has been Executive Chairman and co-founder of Traverse Biotech, Inc., an immunotherapy development company, since May 2024.

From 2017 to 2024, he chief executive officer of Bridge Medicines, a pioneering drug discovery company focused on advancing promising early technologies from concept to clinic.

Prior to Bridge Medicines, Dr.

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He trained in internal medicine at Massachusetts General Hospital and was a fellow in clinical pharmacology at the National Institutes of Health prior to entering the pharmaceutical and biotechnology industry.

We believe Dr.

Polvino is well qualified to serve on our board of directors because of his extensive experience in the biotechnology industry and his extensive public company management experience.

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Foundation for Peace provides healthcare, education, and clean water to those in need in Dominican Republic and Haiti.

He is also a member of the Board of Directors and Finance Committee of Hernia Help, which provides free hernia surgery to underserved children and adults in developing countries.

He is also a member of the Board of Directors and Finance Committee of Hernia Help, which provides free hernia surgery to

underserved children and adults in developing countries.

Spragens has a BA from the University of Cincinnati, a Law Degree from George Washington University, and an MA from American University.

We believe Mr.

Spragens is well qualified to serve on our board of directors because of his extensive public company management and multi-sector investment experience, and his public company board experience.

Skyler, MD, has served as a member of our board of directors since May 2024.

Skyler is a Professor of Medicine, Pediatrics and Psychology and Deputy Director of the Diabetes Research Institute at the University of Miami in Florida, where he has been employed since 1976.

Skyler has also served as Study Chairman for the National Institute of Diabetes & Digestive & Kidney Diseases Type 1 Diabetes clinical trials network.

He was previously the President of the American Diabetes Association and Vice-President of the International Diabetes Federation.

Skyler served as a director of Amylin Pharmaceuticals, Inc., a pharmaceutical company, until its acquisition by Bristol-Myers Squibb Company in August 2012, and served as a director of MiniMed, Inc., a medical device company, until its acquisition by Medtronic plc.

From 2002 to 2023, Dr.

Skyler served on the board of directors of DexCom, Inc.

DXCM), a publicly traded medical device company.

Skyler has served on the board of directors of Applied Therapeutics, Inc.

APLT), a publicly-traded clinical-stage biopharmaceutical company, since April 2019.

Skyler received his B.S.

from The Pennsylvania State University, and his M.D.

from Jefferson Medical College.

We believe that Dr.

Skyler’s extensive expertise in the life sciences industry and his experience serving on the board of directors of other public companies qualifies him to serve on our board of directors.

Director Independence

The listing rules of Nasdaq require us to maintain a board of directors comprised of a majority of independent directors, as determined affirmatively by our board of directors.

In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees must be

In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees must be independent.

Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act.

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Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of Christine Hamilton, Jeffrey Spragens, William Polvino, David Link, Scott Giberson, Erick Lucera, Katie Ellias, and Andrew Moin (representing eight of our ten directors), has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that they each are an “independent director” as that term is defined under the Nasdaq listing rules.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of Christine Hamilton, Jeffrey Spragens, William Polvino, David Link, Scott Giberson, Erick Lucera, Katie Ellias, Andrew Moin, and Jay Skyler (representing nine of our 11 directors), has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that they each are an “independent director” as that term is defined under the Nasdaq listing rules.

In making these determinations, our board of directors considered the relationships that each nonemployee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including consulting relationships, family relationships and the beneficial ownership of our capital stock by each non-employee director.

None of our executive officers or directors have been involved in a legal proceeding that would be required to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act.

Board Composition

Our business and affairs are organized under the direction of our board of directors.

Our board currently consists of ten (10) directors divided into three classes as follows:

Our board currently consists of eleven (11) directors divided into three classes as follows:

• each Class I director having a term that expires immediately following our annual meeting of stockholders for the calendar year ended December 31, 2025;

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or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death.

Lucera, Giberson, and Dr.

Polvino currently serve as the Class I directors, Ms.

Lucera, Giberson, Dr.

Polvino, and Dr.

Skyler currently serve as the Class I directors, Ms.

Ellias, Messrs.

Link, Spragens and Moin currently serve as the Class II directors, and Ms.

Hamilton, and Messrs.

Reich and Sullivan currently serve as Class III directors.

Hamilton, Mr.

Reich, and Dr.

Sullivan currently serve as Class III directors.

At each annual meeting of stockholders, the successors to directors whose terms then expire will serve until the third annual meeting following their election and until their successors are duly elected and qualified.

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Board Meetings

During 2023, our board of directors held six meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

During 2024, our board of directors held seven meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

Committees of the Board of Directors

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an audit committee, a nominating and corporate governance committee (“nominating committee”) and a compensation committee.

Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee and nominating committee of a listed

company be comprised solely of independent directors.

Each of our committees is comprised entirely of independent directors .

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Spragens meet the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act.

The Audit Committee held five meetings during 2023.

The Audit Committee held four meetings during 2024.

Each member of the audit committee is financially literate, and our board of directors has determined that each Mr.

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• reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities.

A copy of our audit committee charter is available on our website at https://ir.sab.bio/corporate-governance/governance-overview.

Compensation Committee

On October 22, 2021, we established a compensation committee of the board of directors.

Christine Hamilton, Eric Lucera and Katie Ellias serve as members of the compensation committee.

Christine Hamilton, Erick Lucera and Katie Ellias serve as members of the compensation committee.

Christine Hamilton serves as the Chairwoman of the compensation committee.

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Hamilton are independent.

The Compensation Committee held two meetings during 2023.

The Compensation Committee held ten meetings during 2024.

We adopted a restated compensation committee charter on October 22, 2021, which details the principal functions of the compensation committee, including:

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• reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, other than as indicated in this Form 10-K, no compensation of any kind, including finders, consulting, or other similar fees, will be paid to any of our existing stockholders, officers, directors, or any of their respective affiliates, prior to, or for any services they render to effectuate the offering.

Notwithstanding the foregoing, other than as indicated in this Annual Report, no compensation of any kind, including finders, consulting, or other similar fees, will be paid to any of our existing stockholders, officers, directors, or any of their respective affiliates, prior to, or for any services they render to effectuate the offering.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

No person who served as a member of the compensation committee during the fiscal year ended December 31, 2023 was a current or former officer or employee of the Company or engaged in certain transactions with the Company required to be disclosed by regulations of the SEC.

Additionally, there were no compensation committee “interlocks” during the fiscal year ended December 31, 2023, which generally means that no executive officer of the Company served as a director or member of the compensation committee of another entity, one of whose executive officers served as a director or member of the compensation committee of the Company.

A copy of our compensation committee charter is available on our website at https://ir.sab.bio/corporate-governance/governance-overview.

Insider Trading Policy

The Company has an Insider Trading Policy applicable to the Company’s directors, officers, and all employees of the Company (the “Insider Trading Policy”).

The Insider Trading Policy governs the purchase, sale, and/or other dispositions of the Company’s securities and prohibits purchasing or selling any securities of the Company while a person covered by the Insider Trading Policy is aware of material, non-public information concerning the Company.

The Company believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards of the Nasdaq Stock Market.

A copy of the Company’s Insider Trading Policy is filed with the SEC as an exhibit to this Annual Report.

Nominating Committee

On October 22, 2021, we established a nominating committee of the board of directors.

David Link, Scott Giberson, and Andrew Moin currently serve as members of the Nominating and Governance Committee.

David Link, Scott Giberson, Andrew Moin, and Jay Skyler currently serve as members of the Nominating and Governance Committee.

David Link serves as the Chairman of the nominating committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the nominating committee, all of whom must be independent.

Giberson, and Mr.

Moin are independent .

The Nominating Committee held two meetings during 2023.

Giberson, Mr.

Moin, and Dr.

Skyler are independent .

The Nominating Committee held five meetings during 2024.

We adopted a restated nominating committee charter on October 22, 2021, which details the purpose and responsibilities of the nominating committee, including:

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In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

A copy of our nominating committee charter is available on our website at https://ir.sab.bio/corporate-governance/governance-overview.

Executive Sessions of Independent Directors

Independent directors are required to meet regularly without management participation.

During 2023, there were six meetings of independent directors.

During 2024, there were seven meetings of independent directors.

Director Nominations

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In 2024, there were no material changes have been made to the procedures by which security holders may recommend nominees to our board of directors.

Section 16 Reporting Compliance

Section 16(a) of the Exchange Act requires certain of our officers and our directors, and persons who own more than 10 percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC.

Officers, directors, and greater than 10 percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of copies of such forms received by us, we believe that during the year ended December 31, 2023, all filing requirements applicable to all of our officers, directors, and greater than 10% beneficial stockholders were timely complied with.

Code of Ethics

We adopted a restated Code of Ethics applicable to our directors, officers, and employees.

A copy of our Code of Ethics and copies of our audit, nominating and compensation committee charters are available on our website at https://www.sabbiotherapeutics.com/.

A copy of our Code of Ethics and copies of our audit, nominating and compensation committee charters are available on our website at https://ir.sab.bio/static-files/cf6414d7-b1d5-40d6-83f9-f7598094d99a.

In addition, a copy of the Code of Ethics will be provided without charge upon written request, addressed to:

SAB Biotherapeutics, Inc.

2100 East 54th Street North

Sioux Falls, South Dakota 57104

777 W 41st St.

Miami Beach, FL 33140

Corporate Secretary

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Please see “ Where You Can Find Additional Information ” for additional information.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on our website.

Board Oversight of Risk

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(3) We granted Mr.

Reich a stock option to purchase up to 7,000 shares of our common stock at an exercise price of $1.78 per share, the closing price of our common stock on March 16, 2022.

The shares subject to this stock option award

vested 100% of the shares on the one-year anniversary of the grant date and We granted Mr.

Reich a stock option to purchase up to 52,500 shares of our common stock at an exercise price of $7.11 per share, the closing price of our common stock on September 13, 2022.

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The shares subject to this stock option will vest as to 25% of the shares one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

We granted Mr.

Reich a stock option to purchase up to 434,000 shares of our common stock at an exercise price of $5.17 per share, the closing price of our common stock on February 20, 2024.

We granted Mr.

Reich a stock option to purchase up to 35,700 shares of our common stock at an exercise price of $2.90 per share, the closing price of our common stock on July 15, 2024.

“All Other Compensation” includes only employer matching contributions under our 401(k) plan.

(4) We granted Dr.

Sullivan a stock option to purchase up to 21,218 shares of our common stock at an exercise price of $1.78 per share, the closing price of our common stock on March 16, 2022.

The shares subject to this stock option award vested 100% on the one-year anniversary of the grant date.

We granted Dr.

Sullivan a stock option to purchase up to 3,500 shares of our common stock at an exercise price of $7.11 per share, the closing price of our common stock on September 13, 2022.

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The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

We granted Dr.

Sullivan a stock option to purchase up to 190,000 shares of our common stock at an exercise price of $5.17 per share, the closing price of our common stock on February 20, 2024.

The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

We granted Dr.

Sullivan a stock option to purchase up to 4,447 shares of our common stock at an exercise price of $2.90 per share, the closing price of our common stock on July 15, 2024.

The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

We granted Dr.

Sullivan a stock option to purchase up to 46,528 shares of our common stock at an exercise price of $5.40 per share on July 15, 2024.

The shares subject to this stock option were fully vested as of the grant date.

The exercise price and quantity were established to match the terms of a previously granted option for the same number of shares that was set to expire.

“All Other Compensation” includes (a) $13,173 representing payment for a lease to occupy an apartment in Sioux Falls, South Dakota, and (b) $12,187 representing employer matching contributions under our 401(k) plan.

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On March 14, 2023 we granted Dr.

Kropotova 275,000 (27,500 shares following the Reverse Stock Split) restricted shares of our common stock (“RSUs”).

Kropotova 27,500 restricted shares of our common stock (“RSUs”).

The shares subject to this stock award will vest as to 25% of the RSU’s on the one-year anniversary of the grant date, and the remainder of the RSU’s vest 36 equal monthly installments thereafter.

“All Other Compensation” includes only employer matching contributions under our 401(k) plan.

(6) We granted Mr.

King a stock option to purchase up to 850,000 shares of our common stock at an exercise price of $0.798 per share, the closing price of our common stock on October 19, 2023.

The award was contingent upon the Mr.

King's commencement of service as Chief Financial Officer of the Registrant, which occurred on October 30, 2023.

The shares subject to this stock option vest 25% one the one-year anniversary of Mr.

King’s commencement of service as Chief Financial Officer , and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

We granted Dr.

Bausch a stock option to purchase up to 24,972 shares of our common stock at an exercise price of $1.78 per share, the closing price of our common stock on March 16, 2022.

The shares subject to this stock option award vested 100% on the one-year anniversary of the grant date.

Kropotova a stock option to purchase up to 140,000 shares of our common stock at an exercise price of $5.17 per share, the closing price of our common stock on February 20, 2024.

The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

“All Other Compensation” includes only employer matching contributions under our 401(k) plan.

To was appointed Chief Financial Officer of the Company on July 26, 2024 with a start date of August 12, 2024.

We granted Ms.

To a stock option to purchase up to 1,250,000 shares of our common stock at an exercise price of $2.35 per share, the closing price of our common stock on August 12, 2024.

The shares subject to this stock option vest 25% one the one-year anniversary of Ms.

To’s commencement of service as Chief Financial Officer, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(7) We granted Dr.

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The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

We granted Dr.

Bausch a stock option to purchase up to 140,000 shares of our common stock at an exercise price of $5.17 per share, the closing price of our common stock on February 20, 2024.

The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

We granted Dr.

Bausch a stock option to purchase up to 29,249 shares of our common stock at an exercise price of $2.90 per share, the closing price of our common stock on July 15, 2024.

The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

“All Other Compensation” includes only employer matching contributions under our 401(k) plan.

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(6) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(7) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(8) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(9) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(10) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(11) Shares subject to these stock awards vest as to 25% of the RSU’s on the one-year anniversary of the grant date, and the remainder of the RSU’s in 36 equal monthly installments thereafter.

(8) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of Mr.

King’s commencement of service as Chief Financial Officer of the Registrant, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(12) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of Ms.

To’s commencement of service as Chief Financial Officer of the Registrant, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(13) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(14) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(15) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

(16) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter.

Named Executive Officer Employment Arrangements

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Reich to serve as our Chairman of the Board of Directors.

Effective January 30, 2024, Mr.

Reich was appointed Chief Executive Officer of the Company.

There were no changes to the terms of Mr.

Reich’s Executive Employment Agreement in connection with Mr.

Reich’s appointment as Chief Executive Officer of the Company.

The agreement provides Mr.

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Reich's employment is terminated by the Company without Cause (as defined in the employment agreement) (other than for death or disability) or the term of his employment is not renewed, Mr.

Reich will receive (i) a severance payment equal to one year of his then base salary, payable in a lump sum five business days after his release becomes final, (ii) the applicable accrued but unpaid annual bonus, if any, for the fiscal year ended prior to his date of termination, payable at the same time annual bonuses for such fiscal year are paid to other key executives of the Company, (iii) one hundred percent of his outstanding unvested equity awards as of the date of termination will be fully vested and exercisable, and (iv) reimbursement of the COBRA premiums, if any, for continuation coverage for Mr.

will be fully vested and exercisable, and (iv) reimbursement of the COBRA premiums, if any, for continuation coverage for Mr.

Reich, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve month period from the date of termination .

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Kropotova, her spouse and dependents under the Company’s group health, dental and vision plans for a six month period from the date of termination.

On October 23, 2023, we entered into an Executive Employment Agreement with Mr.

King to serve as our Executive Vice President – Chief Financial Officer.

The agreement provides Mr.

King an annual base salary of $450,000, and his eligibility to participate in the Company’s benefit plans generally.

The agreement also subjects Mr.

King to standard nondisclosure, invention assignment, and arbitration provisions.

King’s employment is terminated by the Company without Cause (as defined in the employment agreement) (other than for death or disability) or the term of his employment is not renewed, Mr.

King will receive:

(i) a severance payment equal to one year of his then base salary, payable in a lump sum five business days after his release becomes final, (ii) the applicable accrued but unpaid annual bonus, if any, for the fiscal year ended prior to her date of termination, payable at the same time annual bonuses for such fiscal year are paid to other key executives of the Company, (iii) fifty percent of his outstanding unvested equity awards as of the date of termination will be fully vested and

exercisable, and (iv) reimbursement of the COBRA premiums, if any, for continuation coverage for Mr.

King, his spouse and dependents under the Company’s group health, dental and vision plans for a six month period from the date of termination.

On July 26, 2024, we entered into an Executive Employment Agreement with Ms.

To to serve as our Executive Vice President – Chief Financial Officer.

The agreement provides Ms.

To (i) an annual base salary of $475,000;

(ii) a one-time deferred signing bonus in the amount of $125,000, subject to certain conditions;

(iii) eligibility to participate in the Company's annual discretionary bonus plan for executives, with the potential to earn a cash bonus of up to forty (45%) percent of Ms.

To’s base salary;

(iv) eligibility to participate in the Company’s benefit plans;

(v) reimbursement for reasonable out-of-pocket expenses;

and (vi) options to acquire 125,000 shares of the Company’s common stock, par value $0.0001 per share (the “Options”) subject to a four-year vesting schedule with 25% of the Options vesting on the one-year anniversary date from Ms.

To’s start date, and the remaining 75% vesting on a monthly basis thereafter in thirty-six equal installments.

The Employment Agreement subjects Ms.

To to standard restrictive covenants for agreements of its type, including non-competition and non-solicitation.

Christoph Bausch

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(i) a severance payment equal to one year of his then base salary, payable in a lump sum five business days after his release becomes final, (ii) the applicable accrued but unpaid annual bonus, if any, for the fiscal year ended prior to his date of termination, payable at the same time annual bonuses for such fiscal year are paid to other key executives of the Company, (iii) one hundred percent of his outstanding unvested equity awards as of the date of termination will be fully vested and exercisable, and (iv) reimbursement of the COBRA premiums, if any, for continuation coverage for Dr.

Bausch, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve month period from the date of termination.

his spouse and dependents under the Company’s group health, dental and vision plans for a twelve month period from the date of termination.

Summary Director Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by or paid to our directors for the fiscal year ended December 31, 2023.

The following table sets forth information regarding the compensation awarded to, earned by or paid to our non-employee directors for the fiscal year ended December 31, 2024.

Fees Earned or Paid in Cash

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Christine Hamilton, MBA

Sullivan, PhD

David Link, MBA

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Scott Giberson

Jay Skyler, MD

(1) Represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation .

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model.

A discussion of the assumptions used in calculating the amounts in this column may be found in the Notes to our audited consolidated financial statements for the year ended December 31, 2023 set forth in this Form 10-K.

These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented.

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Annual Cash Compensation

The annual retainers payable to non-employee directors for service on the Board and its committees are $25,000 for service on the Board.

The annual retainers payable to non-employee directors for service on the Board and its committees are as follows:

Independent directors receive $30,000 for Board service.

Additional retainers are paid for committee roles.

The Audit Committee Chairperson receives $8,000, the Compensation Committee Chairperson receives $7,000, and the Nominating and Governance Committee Chairperson receives $6,000.

Members of the Audit Committee receive $6,000, members of the Compensation Committee receive $5,000, and members of the Nominating and Governance Committee receive $4,000.

Inaugural Equity Grants

Each non-employee director who joins the board receives an equity award of an option to purchase 25,000 shares of our common stock, which vests monthly over a three-year period beginning one month from the date of grant.

SAB Biotherapeutics 2021 Equity Incentive Plan

The SAB Biotherapeutics 2021 Equity Incentive Plan (the “Incentive Plan”) was adopted in connection with, and become effective at the closing of, the Business Combination.

Summary of the Incentive Plan

The Incentive Plan covers the grant of awards to our employees (including officers), non-employee consultants and non-employee directors and those of our affiliates.

For purposes of the Incentive Plan, our affiliates include any corporation, partnership, limited liability company, joint venture or other entity, with respect to which we, directly or indirectly, own either (i) stock possessing more than fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote, or more than fifty percent (50%) of the total value of all shares of all classes of stock of such corporation, or (ii) an aggregate of more than fifty percent (50%) of the profits interest or capital interest of any non-corporate entity.

The compensation committee administers the Incentive Plan.

The full Board must approve all decisions regarding awards to non-employee directors.

Up to a maximum of 1,600,000 shares of our common stock (as adjusted following the Reverse Stock Split) may be delivered in settlement of awards granted under the Incentive Plan initially.

The number of shares authorized for issuance will increase each fiscal year, beginning fiscal year 2022 and occurring each year thereafter through 2031, by 2.0% of the number of our shares of common stock issued and outstanding on a fully-diluted basis as of the last day of the preceding fiscal year (such lesser number of shares as determined by our board of directors in its sole discretion).

In no event, however, shall the aggregate number of shares that may be issued pursuant to this annual increase under the Incentive Plan exceed 500,000.

Up to a maximum of 1,600,000 shares of our common stock (as adjusted following the Reverse Stock Split) may be issued under the Incentive Plan pursuant to the exercise of incentive stock options.

The stock delivered to settle awards made under the Incentive Plan may be authorized and unissued shares or treasury shares, including shares repurchased by us for purposes of the Incentive Plan.

If any shares subject to any award granted under the Incentive Plan (other than a substitute award as described below) is forfeited or otherwise terminated without delivery of such shares (if such shares are returned to us due to a forfeiture restriction under such award), the shares subject to such awards will again be available for issuance under the Incentive Plan.

However, any shares that are withheld or applied as payment for shares issued upon exercise of an award or for the withholding or payment of taxes due upon exercise of an award will continue to be treated as having been delivered under the Incentive Plan and will not again be available for grant under the Incentive Plan.

Upon settlement of any stock appreciation rights (“SARs”), the number of shares underlying the portion of the SARs that is exercised will be treated as having been delivered for purposes of determining the maximum number of shares available for grant under the Incentive Plan and shall not again be treated as available for issuance under the Incentive Plan.

If a dividend or other distribution (whether in cash, shares of common stock or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving us or repurchase or exchange of our shares or other securities, or other rights to purchase shares of our securities or other similar transaction or event affects our common stock such that the compensation committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits (potential benefits) provided to grantees under the Incentive Plan, the compensation committee will make an equitable change or adjustment as it deems appropriate to the number of type of securities with respect to which awards may be granted, (ii) the number and type of securities subject to outstanding awards, (iii) the exercise price with respect to any option or SAR or, if deemed appropriate, make provision for a cash payment to the holder of such outstanding award, and (iv) the number and kind of outstanding restricted shares, or the shares underlying any other form of award.

Types of Awards

The Incentive Plan permits the granting of any or all of the following types of awards to all grantees:

• stock options, including incentive stock options, or ISOs;

• stock appreciation rights, or SARs;

• restricted shares;

• deferred stock;

• restricted stock units;

• performance units and performance shares;

• dividend equivalents;

• bonus shares;

• other stock-based awards.

Generally, awards under the Incentive Plan are granted for no consideration other than prior and future services.

Awards granted under the Incentive Plan may, in the discretion of the committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the Incentive Plan;

provided, however, that if an SAR is granted in tandem with an ISO, the SAR and ISO must have the same grant date and term and the exercise price of the SAR may not be less than the exercise price of the ISO.

The material terms of each award will be set forth in a written award agreement between the grantee and us.

Stock Options and SARs

The committee is authorized to grant SARs and stock options (including incentive stock options (ISOs) except that an ISO may only be granted to an employee of ours or one of our subsidiary corporations).

A stock option allows a grantee to purchase a specified number of shares of our common stock at a predetermined price per share (the “exercise price”) during a fixed period measured from the date of grant.

An SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over a predetermined exercise price per share.

The exercise price of an option or an SAR will be determined by the committee and set forth in the applicable award agreement, but the exercise price may not be less than the fair market value of a share of common stock on the grant date.

The term of each option or SAR is determined by the committee and set forth in the applicable award agreement, except that the term may not exceed ten (10) years (five (5) years if the grantee holds more than 10% of the total combined voting power of all classes of our capital

Options may be exercised by payment of the purchase price through one or more of the following means:

payment in cash (including personal check or wire transfer);

delivering shares of our common stock previously owned by the grantee;

or, with the approval of the compensation committee, (i) delivery of shares of our common stock acquired upon the exercise of such options, or (ii) the sale of shares acquired upon exercise of the options through a broker-dealer to whom the grantee has delivered irrevocable notice of exercise and instructions to deliver sales proceeds sufficient to pay us the exercise price.

Following shareholder approval of the Incentive Plan on October 20, 2021, ISOs may be granted pursuant to the terms of the Incentive Plan.

Restricted Shares

The committee may award restricted shares consisting of shares of our common stock which remain subject to a risk of forfeiture and may not be disposed of by grantees until certain restrictions established by the committee lapse.

The vesting conditions may be service-based (i.e., requiring continuous service for a specified period) or performance-based (i.e., requiring achievement of certain specified performance objectives) or both.

A grantee receiving restricted shares will have all of the rights of a stockholder, including the right to vote the shares and the right to receive any dividends, except as otherwise provided in the applicable award agreement.

Upon termination of the grantee’s affiliation with us during the restriction period (or, if applicable, upon the failure to satisfy the specified performance objectives during the restriction period), the restricted shares will be forfeited as provided in the applicable award agreement.

Deferred Stock and Restricted Stock Units

The committee may also grant deferred stock awards and/or restricted stock unit awards.

A deferred stock award is the grant of a right to receive a specified number of shares of our common stock at the end of specified deferral periods or upon the occurrence of a specified event, which satisfies the requirements of Section 409A of the Internal Revenue Code.

A restricted stock unit award is the grant of a right to receive a specified number of shares of our common stock upon lapse of a specified forfeiture condition (such as completion of a specified period of service or achievement of certain specified performance objectives).

If the service condition and/or specified performance objectives are not satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award.

Restricted stock units and deferred stock awards carry no voting or other rights associated with stock ownership until the shares underlying the award are delivered in settlement of the award.

Unless otherwise determined by the compensation committee, grantees will have the rights to receive dividend equivalents in respect of deferred stock and/or restricted stock units, which dividend equivalents shall be deemed reinvested in additional shares of deferred stock or restricted stock units,

as applicable, which shall remain subject to the same forfeiture conditions applicable to the deferred stock or restricted stock units to which such dividend equivalents relate.

Performance Units

The committee may grant performance units, which entitle a grantee to cash or shares conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the committee and reflected in the applicable award agreement.

The initial value of a performance unit will be determined by the committee at the time of grant.

The committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the applicable award agreement.

Performance Shares

The committee may grant performance shares, which entitle a grantee to a certain number of shares of common stock, conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the committee and reflected in the applicable award agreement.

The committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the applicable award agreement.

The committee may grant fully vested shares of our common stock as bonus shares on such terms and conditions as specified in the applicable award agreement.

Dividend Equivalents

The committee is authorized to grant dividend equivalents, which provide a grantee the right to receive payment equal to the dividends paid on a specified number of shares of our common stock.

Dividend equivalents may be paid directly to grantees or may be deferred for later delivery under the Incentive Plan.

If deferred, such dividend equivalents may be credited with interest or may be deemed to be invested in shares of our common stock, other awards under the Incentive Plan or in other property.

Other Stock-Based Awards

The Incentive Plan authorizes the committee to grant awards that are valued in whole or in part by reference to or otherwise based on certain other securities.

The committee determines the terms and conditions of such awards, including whether awards are paid in shares or cash.

Business Combination, Consolidation or Similar Corporate Transaction

If there is a merger or consolidation of us with or into another corporation or a sale of substantially all of our stock (a “Corporate Transaction”), and the outstanding awards are not assumed by surviving company (its parent company) or replaced with equivalent awards granted by the surviving company(its parent company),the committee will cancel any outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the committee accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the committee may either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction.

If an exercise price of an option or SAR exceeds the fair market value of our common stock and the option or SAR is not assumed or replaced by the surviving company(its parent company),such options and SARs will be cancelled without any payment to the grantee.

Amendment to and Termination of the Incentive Plan

The Incentive Plan may be amended, altered, suspended, discontinued or terminated by our board of directors without further stockholder approval, unless such approval is required by law or regulation or under the rules of any stock exchange or automated quotation system on which our common stock is then listed or quoted.

Thus, stockholder approval will not necessarily be required for amendments which might increase the cost of the Incentive Plan or broaden eligibility.

Stockholder approval will not be deemed to be required under laws or regulations that condition favorable treatment of grantees on such approval, although our board of directors may, in its discretion, seek stockholder approval in any circumstance in which it deems such approval advisable.

In addition, subject to the terms of the Incentive Plan, no amendment or termination of the Incentive Plan may materially and adversely affect the right of a grantee under any award granted under the Incentive Plan.

Unless earlier terminated by our board of directors, the Incentive Plan will terminate when no shares remain reserved and available for issuance or, if earlier, on the tenth anniversary of the effective date of the Incentive Plan.

SAB Biotherapeutics 2021 Employee Stock Purchase Plan

The SAB Biotherapeutics 2021 Employee Stock Purchase Plan, (the “ESPP”) was adopted in connection with, and became effective at the closing of, the Business Combination.

The ESPP provides eligible employees an opportunity to purchase shares of common stock at a discount through accumulated contributions of their earned compensation.

The ESPP’s initial share reserve is one million shares of SAB Biotherapeutics common stock.

Offering periods will not commence under the ESPP until determined by the board of directors or compensation committee.

Summary of the Employee Stock Purchase Plan

Administration

The ESPP is administered by the board of directors, or a committee appointed by the board of directors, which may be the compensation committee.

The board of directors or committee administering the ESPP (the “Administrator”) has authority to construe and interpret the ESPP and to establish rules and regulations for the administration of the ESPP.

Eligible employees of the Company or a participating subsidiary may participate in the ESPP.

One is an eligible employee for an accumulation period if he or she is an employee of the Company or a participating subsidiary both on the date determined by the ESPP administrator that enrollment forms must be received for an accumulation period and on the first day of the accumulation period.

Notwithstanding the preceding sentences, an employee is not eligible to participate in the ESPP if on the first day of the accumulation period (1) such employee is a member of a collective bargaining unit whose benefits were the subject of good faith bargaining;

(2) such employee is customarily employed 20 or less hours per week or five months or less per year;

or (3) such employee is an employee of a participating subsidiary who is a resident of a foreign jurisdiction and

(i) participation is prohibited under the laws of such foreign jurisdiction or (ii) compliance with the laws of such foreign jurisdiction would violate Section 423 of the Code.

An employee is also not eligible to participate if immediately after any purchase of shares under the ESPP, the employee would own capital stock of the Company and/or hold outstanding options to purchase such stock constituting five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any subsidiary of the Company.

As of December 31, 2023, the Company had approximately 57 employees that would be eligible to participate in the ESPP.

Shares Available for Issuance

As noted above, the maximum aggregate number of shares of Company stock that may be issued under the ESPP is one million shares.

Enrollment Dates, Accumulation Periods and Purchase Dates

The accumulation periods under the ESPP will generally be a specified one-year period, or such other period, not to exceed twenty-seven (27) months, as determined by the Administrator.

The first trading day of each accumulation period is the enrollment date, which is the date as of which eligible employees are granted contractual rights to purchase shares of Company stock under the ESPP.

Payroll deductions may be made during the accumulation period by eligible employee selecting to participate as described below.

The last trading day of each accumulation period will be the Company stock purchase date (unless the Administrator selects a different date) and on such date any contractual rights remaining outstanding will be deemed to be exercised and shares of Company stock will be purchased, as described below.

Participation in the ESPP

An eligible employee may become a participant in the ESPP by submitting an enrollment form, and payroll deductions for such employee will begin as soon as administratively feasible after such form is received in good order, subject to compliance with such policies, rules and procedures as we may establish in connection therewith.

As of each purchase date (which is the last trading day of an accumulation period as stated above), an employee’s payroll deductions made during the accumulation period and not withdrawn by the employee or otherwise paid to the employee are used to buy shares of Company stock.

The per share purchase price on the purchase date is 85% of the lower of (1) the fair

market value of a share of Company stock on the purchase date, or (2) the fair market value of a share of Company stock on the first trading day of the accumulation period.

An employee will not be permitted to purchase more than 25,000 shares of Company stock on any purchase date, or such lower maximum number as may be determined by the Administrator.

An employee’s right to purchase shares under the ESPP in any calendar year cannot exceed $25,000, as measured by the fair market value of such shares (determined for each accumulation period as of the first trading day of the accumulation period).

An employee can invest any amount from 1% to 15% of his or her base earnings in Company stock through payroll deductions under the ESPP.

Payroll deductions are credited to recordkeeping accounts.

No earnings are credited to the accounts.

Withdrawal from the ESPP, Cessation of Payroll Deductions, Mandatory Cessation of Participation

An employee may withdraw from the ESPP in full (but not in part) during any accumulation period by delivering a notice of withdrawal to us (in a manner prescribed by the Administrator) at any time prior to the first day of the last calendar month immediately preceding the purchase date for such accumulation period, or at such shorter time in advance of the purchase date as the Administrator may permit.

If notice of withdrawal is timely received, all funds then accumulated in the employee’s account will not be used to purchase shares, but will instead be distributed to the employee as soon as administratively practical, and the employee’s payroll deductions will cease as soon as administratively practical.

An employee also may cease payroll deductions as of the last day of any month during an accumulation period by delivering a notice of cessation to us at the time and in the manner prescribed by the Administrator.

Unless the employee also withdraws from the ESPP as described in the preceding paragraph, the employee’s accumulated payroll deductions will be applied to purchase shares of Company stock on the purchase date as described above.

Participation in the ESPP immediately terminates when an employee ceases to be an eligible employee for any reason, including voluntary or involuntary termination of employment.

Upon the termination of an employee’s participation in the ESPP, all accumulated payroll deductions of the employee will be returned to the employee.

Amendment and Termination

The board of directors or the compensation committee may amend or alter any provision of the ESPP and may terminate the ESPP at any time.

Under certain circumstances, an amendment to the ESPP may require the approval of our stockholders.

In addition, if the ESPP is amended to change the aggregate number of shares issuable thereunder or the provisions regarding eligible employees, certain tax advantages under the Code as discussed below (see “Certain Federal Income Tax Consequences Relating to the ESPP”) will only continue if we obtain stockholder approval of such amendment.

Certain amendments to the ESPP may be made by the Administrator without stockholder approval.

In the event of any Company reorganization, recapitalization, stock split, reverse stock split, stock dividend, combination of shares, merger, consolidation, acquisition of property or shares, separation, asset spin-off, stock rights offering, liquidation or other similar change in the capital structure of the Company, the shares subject to an employee’s election to purchase Company stock during an accumulation period will be adjusted and the aggregate number and kind of shares available under the ESPP and the purchase price of shares will also be adjusted, in each case to the extent deemed appropriate by the Administrator.

Generally, if a dissolution or liquidation of the Company occurs during an accumulation period, any rights an employee has to acquire Company stock under the ESPP will be terminated, but an employee will have the right to acquire Company stock before the dissolution or liquidation.

Certain Federal Income Tax Consequences Relating to the ESPP

The following summary of the income tax consequences of the ESPP is based on current provisions of the Code and regulations thereunder.

The summary does not address tax rates or state or local income taxes or taxes in jurisdictions other than the United States, nor does it address employment tax.

Enrollment or Purchase of Company Stock under the ESPP .

No federal income tax consequences arise at the time of an employee’s enrollment in the ESPP or upon the purchase of Company stock under the ESPP.

However, as discussed below, if an employee disposes of Company stock acquired under the ESPP, such employee will have the federal income tax consequences described below in the year such employee disposes of the stock.

Amounts withheld by payroll deduction are subject to federal income tax as though those amounts had been paid in cash.

Whenever an employee transfers any shares of Company stock in a manner which may constitute a disposition, such employee must promptly advise the Secretary of the Company of the facts concerning that transfer.

Early Dispositions .

If an employee disposes of Company stock purchased under the ESPP within two years after the first trading day of an accumulation period or within one year after the shares of Company stock are transferred to such employee

or to an account in such employee’s name (the “Tax Holding Period”), such employee will recognize compensation income in the year of disposition in an amount equal to the excess of (A) the lesser of the fair market value of the Company stock on the purchase date or the proceeds from the sale or exchange of the shares over (B) the price such employee paid for the Company stock.

The Company must report such compensation as taxable ordinary income to the Internal Revenue Service on such employee’s annual Form W-2.The amount, if any, that is taxable as ordinary income is added to the purchase price and becomes part of the cost basis for that Company stock for federal income tax purposes.

If the disposition of the Company stock involves a sale or exchange, such employee generally may also realize a short-term capital gain or loss equal to the difference between such employee’s cost basis (calculated pursuant to the preceding sentence)and the proceeds from the sale or exchange of the shares.

Later Dispositions .

If an employee disposes of Company stock purchased under the ESPP on a date after the Tax Holding Period, or if such employee dies at any time while owning Company stock, such employee (such employee’s estate) will have included in such employee’s compensation as taxable ordinary income in the year of disposition or death, an amount equal to the lesser of

(1) the excess of the fair market value of the Company stock on the first trading day of the accumulation period over the purchase price paid by such employee (the employee’s estate) for the shares, or

(2) the excess of the fair market value of the Company stock on the date of disposition or death over the purchase price paid by such employee (the estate) for the shares.

The amount which is taxable as ordinary income is added to the cost basis of that Company stock for federal income tax purposes.

The cost basis is therefore the sum of the purchase price of the Company stock and the ordinary income recognized from the formula above.

If the disposition of the Company stock involves a sale or exchange, such employee will also realize a long-term capital gain or loss equal to the difference between such employee’s cost basis (calculated pursuant to the preceding sentence) and the proceeds from the sale or exchange of the shares.

The Company is not entitled to a deduction for amounts taxed as ordinary income or capital gain to an employee except to the extent of ordinary income recognized upon a sale or disposition during the Tax Holding Period (an early disposition).

SAB Biotherapeutics 2014 Equity Incentive Plan

The SAB Biotherapeutics 2014 Equity Incentive Plan (the “2014 Incentive Plan”) was adopted on June 27, 2014.

Summary of the 2014 Incentive Plan

The 2014 Incentive Plan covers the grant of awards to our employees (including officers), non-employee consultants and non-employee directors and those of our affiliates.

For purposes of the 2014 Incentive Plan, our affiliates include any “parent” or “majority-owned subsidiary” of the Company, as such terms are defined in Rule 405 of the Securities Act.

The compensation committee administers the 2014 Incentive Plan.

The full Board must approve all decisions regarding awards to non-employee directors.

Up to a maximum of 800,000 shares of our common stock (as adjusted following the Reverse Stock Split) may be delivered in settlement of awards granted under the 2014 Incentive Plan.

Types of Awards

The Incentive Plan permits the granting of any or all of the following types of awards to all grantees:

• stock options, including incentive stock options, and non-statutory Stock Options;

• stock appreciation rights, or SARs;

• restricted shares;

• restricted stock units.

For a description of each of these types of awards, see “SAB Biotherapeutics 2021 Equity Incentive Plan”.

Business Combination, Consolidation or Similar Corporate Transaction

Amendment to and Termination of the 2014 Incentive Plan

The 2014 Incentive Plan may be amended, altered, suspended, discontinued or terminated by our board of directors without further stockholder approval, unless such approval is required by law or regulation or under the rules of any stock exchange or automated quotation system on which our common stock is then listed or quoted.

Thus, stockholder approval will not necessarily be required for amendments which might increase the cost of the 2014 Incentive Plan or broaden eligibility.

In addition, subject to the terms of the 2014 Incentive Plan, no amendment or termination of the 2014 Incentive Plan may materially and adversely affect the right of a grantee under any award granted under the 2014 Incentive Plan.

Unless earlier terminated by our board of directors, the 2014 Incentive Plan will terminate when no shares remain reserved and available for issuance or, if earlier, on the tenth anniversary of the effective date of the 2014 Incentive Plan, which is June 27, 2024.

Each non-employee director who joins the board receives an initial equity award of an option to purchase 35,000 shares of our common stock, which vests over a three-year period in three equal annual installments beginning on the first anniversary of the date of grant.

Annual Equity Grants

Each non-employee director receives an annual equity award of an option to purchase 20,000 shares of our common stock, which vests over a two-year period in two equal annual installments beginning on the first anniversary of the date of grant.

Indemnification Agreements

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For more information, see “ Certain Relationships and Related Transactions, and Director Independence - Indemnification Agreements.”

Equity Grant Policy and Procedures

The Company’s grants stock options and other similar awards in the ordinary course of business in connection with our annual compensation program, hiring new employees, and in recognition of the retention or promotion of employees from time to time, as well as awards to members of the Board .

The Company does not grant stock options or similar awards in anticipation of the release of material nonpublic information , such as a significant positive or negative earnings announcement, and does not time the public release of such information based on stock option grant dates.

Under the Company’s current practices, executive officers do not choose or have influence over the grant date for their individual stock option grants.

Stock option grants to the Company’s executive officers if issued during a fiscal year, are approved at a meeting of the Company’s Compensation Committee, and the grants are generally effective immediately after the meeting on which the grants are eligible to be made under our grant policies discussed above.

Stock option grants to the Company’s Board members are generally approved annually at meetings of the Compensation Committee and the Board, held after the Company’s Annual General Meeting of Stockholders each year, and are generally effective immediately after the meeting on which the grants are eligible to be made under our grant policies discussed above.

Potential Payments upon Termination or Change in Control

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Unless otherwise indicated, the Company believes that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Unless otherwise noted, the business address of each of the directors and executive officers of the Company is 2100 East 54th Street North, Sioux Falls, SD 57104.

Unless otherwise noted, the business address of each of the directors and executive officers of the Company is 777 W 41st St, Suite 401, Miami Beach, Florida 33140.

The percentage of beneficial ownership of the Company is calculated based on 9,288,868 shares of common stock outstanding as of March 21, 2025.

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Andrew Moin (10)

Katie Ellias (11)

Skyler, MD (11)

Alexandra Kropotova (12)

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(ii) the number of shares beneficially owned by each person includes any restricted shares of Common Stock, shares of Common Stock that may be acquired through the exercise of options and warrants that such person has the right to acquire as of, or within 60 days of March 21, 2025, and after giving effect to any applicable limitations on beneficial ownership described in the footnotes below;

and (iii) the beneficial ownership percentages shown above are based on a total of 15,929,620 eligible voting shares outstanding as of March 18, 2024, being comprised of (a) 9,225,494 shares of Common Stock and (b) 6,704,126 shares of Common Stock assuming conversion of 42,236 shares of Series A-2 Preferred Stock.

and (iii) the beneficial ownership percentages shown above are based on a total of 15,958,545 eligible voting shares outstanding as of March 21, 2025, being comprised of (a) 9,288,868 shares of Common Stock and (b) 6,669,677 shares of Common Stock assuming conversion of 42,019 shares of Series A-2 Preferred Stock, par value $0.0001 per share (the “Series A-2 Preferred Stock”).

(2) Consists of (i) 499,308 shares of common stock held by Ms.

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Sessa is subject to a 4.99% blocker.

(11) Based on information provided on a Form 4 filed with the SEC on November 28, 2023.

Represents an aggregate of 285,714 shares of Common Stock.

These securities are beneficially owned by JDRF T1D Fund, LLC (“JDRF”), directly.

Helen Katherine Ellias, a Managing Director with JDRF, is a member of the board of directors of the Company.

JDRF is a non-profit organization and Ms.

Ellias is an employee of such organization.

Ellias disclaims beneficial ownership of any securities held by JDRF.

(12) Consists of (i) 764 shares of common stock underlying stock options held by Ms.

Kropotova exercisable within 60 days of March 18, 2024;

and (ii) 22,397 shares of common stock underlying restricted stock units that will vest within 60 days of March 18, 2024.

(13) Consists of 500 shares of common stock held by Mr.

King as of March 18, 2024.

(11) Consists of 11,666 shares of common stock underlying stock options held by Dr.

Skyler exercisable within 60 days of March 21, 2025.

(12) Consists of (i) 21,712 shares of common stock held by Dr.

(ii) 42,054 shares of common stock underlying stock options exercisable within 60 days of March 21, 2025;

(iii) and 5,991 shares of common stock underlying restricted stock units that will vest within 60 days of March 21, 2025.

(13) Consists of 103,301 shares of common stock underlying stock options held by Mr.

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The address of the BVF Funds is 44 Montgomery St., 40th Floor San Francisco, California 94104.

(16) Based partially on a Schedule 13G/A filed with the SEC on February 14, 2024.

Represents an aggregate of (i) 917,827 shares of Common Stock and (ii) 217 shares of the Company’s Series A-2 Preferred Stock which are convertible into an aggregate of 34,443 shares of Common Stock.

(15) Based solely on a Schedule 13G/A filed with the SEC on February 14, 2025.

Represents an aggregate of 1,024,335 shares of Common Stock issuable upon conversion of Series A-3 Preferred Stock, which shares of Series A-3 Preferred

Stock are issuable upon exercise of Tranche B Warrants.

These securities are beneficially owned by RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW Biotech Opportunities Ltd (collectively, the “RTW Funds”).

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We currently maintain the following equity compensation plans that provide for the issuance of shares of our common stock to our officers and other employees, directors and consultants, each of which has been approved by our stockholders:

the Incentive Plan;

and the ESPP.

We also maintain the 2014 Incentive Plan, which was not approved by our securityholders and was in place prior to us being a public company.

the SAB Biotherapeutics 2021 Omnibus Equity Incentive Plan (as amended, the “2021 Plan”);

and the SAB Biotherapeutics 2021 Employee Stock Purchase Plan (the “ESPP”).

We also maintain the SAB Biotherapeutics 2014 Incentive Plan (the “2014 Plan”), which was not approved by our securityholders and was in place prior to us becoming a public company.

The following table presents information as of December 31, 2024 with respect to compensation plans under which shares of our common stock may be issued:

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(3) Consists of our 2014 Plan.

In accordance with the terms of the 2021 Plan, the Board shall have the sole authority and discretion, on an annual basis, to increase the number of shares available for issuance under the 2021 Plan by up to five percent (5%) of the total number of shares of common stock issued and outstanding on a fully-diluted basis as of the end of the Company’s immediately preceding fiscal year (or such lesser number of shares, including no shares, determined by the Board in its sole discretion).

Certain Relationships and Related Transactions, and Director Independence.

The following includes a summary of transactions since January 1, 2023 to which we have been a party, in which the amount involved in the transaction exceeded the lesser of (i) $120,000 and (ii) 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “ Executive Compensation .”

October 2023 Private Placement

On September 29, 2023, we entered into a securities purchase agreement with certain accredited investors (the “September 2023 Purchase Agreement”), pursuant to which the Company agreed to issue and sell shares of preferred stock and warrants, in a private placement which provides for up to $110 million in proceeds across multiple tranches.

Between October 2023 and November 2023, we received an aggregate of approximately $67.1 million for shares of preferred stock issued in this private placement offering.

On September 29, 2023, we entered into a Board Designation Agreement, dated as of September 29, 2023, with Sessa Capital (Master), L.P.

(“Sessa Capital”), pursuant to which Andrew Moin, who is a partner of Sessa Capital, was appointed as a member of the Board.

Other than as described below, there were no transactions since January 1, 2024 to which we have been a party, in which the amount involved in the transaction exceeded the lesser of (i) $120,000 and (ii) 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “ Executive Compensation .”

Indemnification Agreements

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The Company has adopted a written Related Party Transaction Policy that set forth its procedures for the identification, review, consideration and approval or ratification of related person transactions.

A related person includes directors, executive officers, beneficial owners of 5% or more of any class of the Company’s voting securities, immediate family members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner

of 5% or more ownership interest.

Under the Related Party Transaction Policy, if a transaction involving an amount in excess of $120,000 has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, information regarding the related person transaction must be reviewed and approved by the Company’s audit committee.

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Audit fees for the fiscal years ended December 31, 2024 rendered by EisnerAmper relate to professional services rendered for the audit of our financial statements, quarterly reviews, issuance of consents, and review of documents filed with the SEC.

The following table represents aggregate fees for professional services rendered for the Company by Mayer Hoffman McCann P.C.

(“MHM”), its former independent registered public accounting firm for the years ended December 31, 2023 and 2022.

Substantially all of MHM’s personnel, who work under the control of MHM shareholders, are employees of wholly-owned subsidiaries of CBIZ, Inc., which provides personnel and various services to MHM in an alternative practice structure.

Audit-related fees

All other fees

Audit fees for the fiscal years ended December 31, 2023 and 2022 rendered by MHM relate to professional services rendered for the audits of our fiscal year 2022 financial statements, quarterly reviews prior to the Company’s change in independent registered public accounting firm, issuance of consents, and review of documents filed with the SEC.

Pre-Approval Policies and Procedures

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Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval.

For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence.

For both types of

pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence.

Exhibits, Financial Statement Schedules.

(1) For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Form 10-K, incorporated into this Item by reference.

(1) For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report, incorporated into this Item by reference.

(2) Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto.

26 unchanged sentences

Description of Registrant’s Securities

March 29, 2024

Form of Preferred Tranche A Warrant

12 unchanged sentences

Form of Indemnification Agreement.

October 28, 2021

SAB Biotherapeutics, Inc.

1 unchanged sentence

October 28, 2021

SAB Biotherapeutics, Inc.

2021 Employee Stock Purchase Plan.

October 28, 2021

2021 Omnibus Equity Incentive Plan, as amended

August 8, 2024

Form of Securities Subscription Agreement, dated November 12, 2020, between BCYP and Big Cypress Holdings LLC.

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October 2, 2023

Executive Employment Agreement between SAB Biotherapeutics, Inc.

and Michael G.

King, dated October 23, 2023

October 27, 2023

Legacy SAB Biotherapeutics, Inc.

7 unchanged sentences

March 8, 2024

Employment Agreement between SAB Biotherapeutics, Inc.

and Mark Conley dated November 6, 2023

Employment Agreement between SAB Biotherapeutics, Inc.

and Lucy To dated July 26, 2024

July 31, 2024

Lease Agreement between SAB Biotherapeutics, Inc.

and Sanford Health, dated February 1, 2025

February 5, 2025

Letter from Mayer Hoffman McCann P.C.

1 unchanged sentence

July 31, 2023

Insider Trading Policy

List of Subsidiaries

Consent of Mayer Hoffman McCann P.C.

Consent of EisnerAmper LLP

Power of Attorney (included on a signature page of the initial filing of this Annual Report)

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under

the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Clawback Policy

March 29, 2024

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

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* Filed herewith.

** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report are not deemed filed with the SEC and are not to be incorporated by reference into any filing of SAB Biotherapeutics, Inc.

under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.

*** Confidential treatment has been granted or requested with respect to portions of this exhibit.

+ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

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Reich and Eddie J.

Sullivan, and each of them individually, with full power of substitution and resubstitution, as their true and lawful attorneys and agents, to do any and all acts and things in their name and behalf in their capacities as directors and officers and to execute any and all instruments for them and in their names in the capacities indicated below, which said attorneys and agents, may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for them or any of them in their names in the capacities indicated below, any and all amendments hereto, and they do hereby ratify and confirm all that said attorneys and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Sullivan, and each of them individually, with full power of substitution and resubstitution, as their true and lawful attorneys and agents, to do any and all acts and things in their name and behalf in their capacities as directors and officers and to execute any and all instruments for them and in their names in the capacities indicated below, which said attorneys and agents, may deem necessary or advisable to enable said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report, including specifically but without limitation, power and authority to sign for them or any of them in their names in the capacities indicated below, any and all amendments hereto, and they do hereby ratify and confirm all that said attorneys and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

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(Principal Executive Officer)

/s/ Michael G.

Chief Financial Officer

March 28, 2025

Michael G King, Jr.

(Principal Financial Officer and Principal Accounting Officer)

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William Polvino, MD

/s/ Jay Skyler, MD

March 28, 2025

Jay Skyler, MD

/s/ Jeffrey G.

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Report of Independent Registered Public Accounting Firm (PCAOB ID 274)

Report of Independent Registered Public Accounting Firm (PCAOB ID 199)

Consolidated Balance Sheets as of December 31, 2024 and 2023

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of SAB Biotherapeutics, Inc.

and Subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of SAB Biotherapeutics, Inc.

and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has experienced net losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We also have audited the adjustments to the 2022 financial statements to retrospectively reflect the reverse stock split, as described in Note 2.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2022 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2022 financial statements taken as a whole.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ EisnerAmper LLP

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March 28, 2025

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

SAB Biotherapeutics, Inc.

and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the reverse stock split described in Note 2, the accompanying consolidated balance sheet of SAB Biotherapeutics, Inc.

and Subsidiaries (“Company”) as of December 31, 2022, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

The 2022 financial statements before the effects of the adjustments discussed in Note 2 are not presented herein.

In our opinion, the financial statements, before the effects of the adjustments to retrospectively apply the reverse stock split described in Note 2, present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the reverse stock split described in Note 2 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by EisnerAmper L.L.P.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company does not generate sufficient cash flows from operations to maintain operations and, therefore, is dependent on additional financing to fund operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1 to the financial statements.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Mayer Hoffman McCann P.C.

We served as the Company's auditor from 2019 to 2023

San Diego, California

April 14, 2023

SAB Biotherapeutics, Inc.

and Subsidiaries

Consolidated Balance Sheets

1 unchanged sentence

Cash and cash equivalents

Accounts receivable, net

Short-term investments

Accrued interest receivable

Prepaid expenses and other current assets

Total current assets

Long-term prepaid insurance

Deferred issuance cost

Long-term prepaid assets

Operating lease right-of-use assets

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Warrant liabilities

Notes payable, noncurrent

Total liabilities

3 unchanged sentences

$ 0.0001 par value;

10,000,000 shares authorized, 42,236 shares issued and outstanding at December 31, 2023 and 0 shares issued and outstanding at December 31, 2022, respectively

10,000,000 shares authorized, 42,019 and 42,236 shares issued and outstanding at December 31, 2024 and 2023

Common stock;

$ 0.0001 par value;

800,000,000 shares authorized at December 31, 2023 and December 31, 2022;

9,280,159 and 5,094,901 shares issued, respectively, and 9,225,494 and 5,040,236 outstanding at December 31, 2023 and December 31, 2022, respectively

800,000,000 shares authorized at December 31, 2024 and 2023;

9,343,533 and 9,280,159 shares issued, respectively, and 9,288,868 and 9,225,494 outstanding at December 31, 2024 and 2023, respectively

Treasury stock, at cost;

54,665 shares held at December 31, 2023 and 2022

54,665 shares held at December 31, 2024 and 2023, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Accumulated deficit

( 124,168,850

Total stockholders’ equity

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Total other income (expense)

Loss before income taxes

Income tax expense (benefit)

Other comprehensive loss:

Other comprehensive income (loss):

Unrealized gain, change in fair value of available-for-sale securities, net of tax

Foreign currency translation

12 unchanged sentences

Paid-In Capital

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income (Loss)

Total Stockholders’

Balance at December 31, 2022

Forward Share Purchase Agreement, final settlement

Repurchase of common stock pursuant to the Forward Share Purchase Agreement

Stock-based compensation

Issuance of common stock for exercise of stock options

Issuance of common stock and warrants under private placement offering, net of issuance costs of $ 0.3 million

Balance at December 31, 2022

Issuance of common stock for exercise of stock options

Issuance of common stock for settlement of accrued liabilities and professional fees

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Balance at December 31, 2023

Stock-based compensation

Issuance of common stock pursuant to vesting of restricted stock units

Payment of taxes withheld on issuance of restricted stock units

Issuance of common stock for exercise of stock options

Conversion of Series A2 Preferred Stock into common shares

Foreign currency translation

Unrealized gain, change in fair value of available-for-sale securities

Balance at December 31, 2024

( 124,168,850

*The consolidated statements of stockholder's equity share amounts have been retroactively adjusted to account for the Company's 1:10 Reverse Stock Split, effective January 5, 2024.

10 unchanged sentences

Gain on sale of equipment

Gain on partial lease termination

Loss on private placement issuance

1 unchanged sentence

Changes in fair value of warrant liabilities

Accretion of discounts on short-term investments

Professional fees settled with equity instruments

Changes in operating assets and liabilities

Accrued interest receivable

Accounts receivable

Prepaid expenses

Operating lease right-of-use assets

Prepaid expenses and other current assets

Operating lease right-of-use assets and liabilities, net

Accounts payable

Due to related party

Deferred grant income

4 unchanged sentences

Purchases of equipment

Purchases of investment securities

Sales and maturities of investments

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from issuance of common stock

Proceeds from private placement issuance of preferred stock and warrants

Proceeds from exercise of private placement preferred warrants

Payments related to the Forward Share Purchase Agreement

Payment of deferred issuance costs

Proceeds from issuance of notes payable

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Proceeds from exercise of stock options

Net cash provided by financing activities

Tax payments for share settlement of restricted stock units

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

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Cash and cash equivalents

Beginning of year

Beginning of period

End of period

Supplemental cash flow information:

Cash paid for interest

Cash paid for income taxes

Supplemental information on non-cash investing and finance activities:

Right-of-use assets obtained in exchange for operating lease liabilities

Right-of-use assets forfeited due to partial lease terminations

Operating lease liabilities eliminated due to partial lease terminations

Note payable issued in consideration for abated lease payments

Settlement of accrued liabilities through the issuance of common stock

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(1) Nature of Business

SAB Biotherapeutics, Inc., a Delaware corporation (“SAB” or “SAB Biotherapeutics”, and together with its subsidiaries, the “Company”), is a clinical-stage biopharmaceutical company focused on the development and commercialization of a portfolio of products from its proprietary immunotherapy platform to produce fully targeted human polyclonal antibodies, without using human plasma or serum.

SAB’s novel immunotherapy platform that is developing fully-human hIgC for delaying onset or progression of T1D.

SAB Biotherapeutics, Inc., a Delaware corporation (“SAB” or “SAB Biotherapeutics”, and together with its subsidiaries, the “Company”), is a clinical-stage biopharmaceutical company focused on the development of human polyclonal immunotherapeutic antibodies, or human immunoglobulin G (“hIgG”), to address immune system disorders and infectious diseases.

The Company’s antibodies are both target-specific and polyclonal, meaning they are comprised of multiple hIgG and can bind to multiple sites on specific immunogens, making them ideally suited to address the complexities associated with many immune-mediated disorders.

The Company’s lead candidate, SAB-142 is a human anti-thymocyte globulin (“ATG”) focused on preventing or delaying the progression of type 1 diabetes (“T1D”).

Australian Research and Development Tax Credit

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SAB Australia’s research and development activities qualify for the Australian government’s tax credit program, which provides a 48.5 % credit for qualifying research and development expenses.

The Company started Phase 1 trials in the fourth quarter of 2023.

The Company announced positive topline phase 1 clinical results with the Company’s potentially disease-modifying T1D therapy SAB-142 on January 28, 2025.

Based on the data, we plan to advance SAB-142 into a Phase 2b trial in 2025 to evaluate the therapeutic candidate in adult and pediatric patients with new-onset T1D.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

The Company has experienced net losses, negative cash flows from operations and, as of December 31, 2024, had an accumulated deficit of $ 124.2 million .

The Company anticipates to continue to generate losses for the foreseeable future and expects the losses to increase as the Company continues the development of, or seeks regulatory approvals for product candidates, and begins commercialization of products.

As a result, the Company will require additional capital to fund operations in order to support long-term plans.

On September 29, 2023, the Company entered into a securities purchase agreement with certain accredited investors (the “September 2023 Purchase Agreement”), pursuant to which the Company agreed to issue and sell shares of preferred stock and warrants, in a private placement which provides for up to $ 110 million in proceeds across multiple tranches.

Between October 2023 and November 2023, the Company received an aggregate of approximately $ 67.1 million for shares of preferred stock issued in this private placement offering.

See Note 12, Warrants for further information about the private placement offering.

Based on the Company’s current level of operating expenses, existing resources will be sufficient to cover operating cash needs through the twelve months following the date these financials are issued.

The Company plans to seek additional funding through a combination of equity or debt financings, or other third-party financing, collaborative or other funding arrangements.

The Company anticipates that it will continue to generate losses for the foreseeable future and expects the losses to increase as the Company continues the development of, or seeks regulatory approvals for product candidates, and begins commercialization of products.

As a result, the Company will require additional capital to fund operations in order to support future plans.

The Company will need to raise additional capital to fund its operations, to continue to execute its strategy and to continue as a going concern.

In the future, the Company may seek additional funding through a combination of equity or debt financings, or other third-party financing, collaborative or other funding arrangements.

Should the Company seek additional financing from outside sources, the Company may not be able to raise such financing on terms acceptable to the Company or at all.

If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to scale back or discontinue the advancement of product candidates, reduce headcount, liquidate assets, file for bankruptcy, reorganize, merge with another entity, or cease operations.

The Company currently expects that its cash and cash equivalents of $ 8.9 million and short-term investments of $ 11.9 million as of December 31, 2024 will not be sufficient to fund its operating expenses and capital requirements for more than 12 months from the date the consolidated financial statements are issued.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

(2) Summary of Significant Accounting Policies

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Basis of presentation

The financial statements have been prepared in conformity with GAAP and include all adjustments necessary for the fair presentation of the Company’s financial position for the years presented.

The financial statements have been prepared in conformity with U.S.

Generally Accepted Accounting Principles (“GAAP” or “U.S.

GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the years presented.

Emerging growth company status

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new

or revised financial accounting standards.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

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Principles of consolidation

The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries, SAB Sciences, Inc., SAB LLC, SAB Capra, LLC, Aurochs, LLC, and SAB Australia.

The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries, SAB Sciences, Inc., Diversity Therapeutics, Inc., SAB LLC, SAB Capra, LLC, Aurochs, LLC, and SAB Australia.

Intercompany balances and transactions have been eliminated in consolidation .

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The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and obtaining and protecting intellectual property.

Funding from government grants is not guaranteed to cover all costs, and additional funding may be needed to cover operational costs as the Company moves forward to with our efforts to develop a commercially approved product.

Use of estimates

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Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

measurement date.

The following fair value hierarchy classifies the inputs to valuation techniques that would be used to measure fair value into one of three levels:

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Unobservable inputs that reflect the reporting entity’s own assumptions.

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses.

The Company accounts for warrants to purchase its preferred and common stock pursuant to ASC Topic 470, Debt , and ASC Topic 480, Distinguishing Liabilities from Equity , and classifies warrants for preferred and common stock as liabilities or equity.

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accrued interest receivable, accounts payable, notes payable, accrued expenses and other current liabilities.

The Company accounts for warrants to purchase its common stock par value of $ 0.0001 per share (its “common stock”) pursuant to Accounting Standards Codification (“ASC”) Topic 470, Debt (“ASC 470”), and ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and classifies warrants for common stock as liabilities or equity.

The warrants classified as liabilities are reported at their estimated fair value (see Note 13, Fair Value Measurements ) and any changes in fair value are reflected in other income and expense.

The warrants classified as equity are reported at their estimated relative fair value with no subsequent remeasurement.

The Company’s outstanding warrants are discussed in more detail in Note 13, Fair Value Measurements .

The Company’s outstanding warrants are discussed in more detail in Note 12, Warrants .

Deferred Issuance Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred issuance costs until such financings are consummated.

After consummation of the equity financing, these costs are recorded in shareholders’ equity as a reduction of additional paid-in capital generated as a result of the issuance.

As of December 31, 2024, the Company had $ 261 thousand in deferred issuance costs related to the Company’s sales agreement with Cantor Fitzgerald & Co.

The sales agreement is discussed further in Note 10, Stockholders’ Equity .

The Company had no deferred issuance costs as of December 31, 2023 .

Cash, cash equivalents, and restricted cash

Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts and short-term investments with original maturities at the date of purchase of 90 days or less.

Accounts receivable

Accounts receivable are carried at original invoice amount, less an allowance for doubtful accounts.

The Company estimates an allowance for doubtful accounts for potential credit losses that are expected to be incurred, based on management’s assessment of the collectability of specific accounts, the aging of the accounts receivable, historical information and other currently available evidence.

Receivables are written off when deemed uncollectible.

To date, no receivables have been written off.

The Company had no allowance for doubtful accounts as of December 31, 2023 and 2022 .

Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase.

Cash equivalents consist primarily of exchange-traded money market funds.

The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured .

Short-term investments

The Company accounts for short-term investments in accordance with ASC Topic 320, Investments - Debt and Equity Securities.

Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determinations at each reporting period.

At December 31, 2024, the Company’s short-term investments consisted of U.S.

treasury securities with original maturity exceeding 90 days and investments in exchange traded mutual funds.

The Company classifies these securities as current.

The Company considers all of its securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next twelve months, as available-for-sale securities.

The Company recognizes the change in fair value of available-for-sale equity securities within other income in the consolidated statements of operations and comprehensive loss, and available-for-sale debt securities are measured at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss.

The Company reviews its investments at each reporting date to identify and evaluate whether a decline in fair value below the amortized cost basis of available-for-sale debt securities is due to credit-related factors and determines if such unrealized losses are the result of credit losses that require impairment.

The Company records an allowance for credit losses on available-for-sale debt securities when a decline in fair value is determined to be credit-related, rather than recording a direct write-down of the investment's amortized cost.

Factors considered in determining whether an unrealized loss is the result credit-related factors include the extent to which the fair value is less than the cost basis, any changes to the rating of the

security by a rating agency, the financial condition and near-term prospects of the issuer, any historical failure of the issuer to make scheduled interest or principal payments, any adverse legal or regulatory events affecting the issuer or issuer’s industry, any significant deterioration in economic condition and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

The Company did no t record an allowance for credit losses on its available-for-sale debt securities during the twelve months ended December 31, 2024 and 2023 .

Concentration of credit risk

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Although the Company currently believes that the financial institutions with whom it does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so.

The Company has not experienced any credit losses associated with its balances in such accounts for the year ended December 31, 2023 and 2022 .

The Company has not experienced any credit losses associated with its balances in such accounts for the years ended December 31, 2024 and 2023 .

Lease liabilities and right-of-use assets

The Company is party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the definition of leases under ASC 842.

The Company is party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the definition of leases under Financial Accounting Standards Board (“FASB”) ASC Topic 842, Leases (“ASC 842”).

In accordance with ASC 842, the Company recorded right-of-use assets and related lease liabilities for the present value of the lease payments over the lease terms.

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These include licensing fees to use certain technology in the Company’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company, and expenses related to animal care, research-use equipment depreciation, salaries, benefits, and stock-based compensation granted to employees in research and development functions.

During the years ended December 31, 2023 and 2022, the Company had contracts with multiple CROs to complete studies as part of research grant agreements.

During the years ended December 31, 2024 and 2023, the Company had contracts with multiple contract research organizations (“CRO”) to complete studies as part of research grant agreements.

These costs include upfront, milestone and monthly expenses as well as reimbursement for pass through costs.

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As actual costs become known, the Company will adjust the accrual;

such changes in estimate may be a material change in the Company’s clinical study accrual, which could also materially affect reported results of operations.

For the years ended December 31, 2023 and 2022 , there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trial.

such changes in estimate may result in material change in the Company’s clinical study accrual, which could also materially affect reported results of operations.

For the years ended December 31, 2024 and 2023 , there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials.

Property, Plant and Equipment

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Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Company’s assets and liabilities measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income.

When necessary, deferred tax assets are reduced by a valuation allowance, to reflect realizable value, and all deferred tax balances are reported as long-term on the consolidated balance sheet.

When necessary, deferred tax assets are reduced by a valuation allowance, to reflect realizable value, and all deferred tax balances are reported as long-term on the consolidated balance sheets.

Accruals are maintained for uncertain tax positions, as necessary.

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Grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred or conditions of the grants are met.

Deferred grant income represents grant proceeds received by the Company prior to the period in which the underlying research and development services have not yet been performed.

The Company concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC

958, Not-for-Profit Entities , and that the grants are not within the scope of ASC 606, Revenue from Contracts with Customers , as the organizations providing the grants do not meet the definition of a customer.

Deferred grant income represents grant proceeds received by the Company prior to the period in which the research and development services occur, as qualifying expenses are incurred, or conditions of the grants are met.

The Company concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC 958, Not-for-Profit Entities , and that the grants are not within the scope of ASC 606, Revenue from Contracts with Customers , as the organizations providing the grants do not meet the definition of a customer.

Expenses for grants are tracked by using a project code specific to the grant, and the employees also track hours worked by using the project code .

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Operating results of the Company's foreign subsidiary are translated at average exchange rates during the period.

Translation adjustments have no effect on net income and are included in “Accumulated other comprehensive income, net” in the accompanying Consolidated Balance Sheets .

Translation adjustments have no

effect on net loss and are included in “Accumulated other comprehensive income (loss)” in the accompanying Consolidated Balance Sheets.

Comprehensive income (loss)

Foreign currency translation adjustments of $ 26 thousand represent the difference between net loss and comprehensive loss for the year ended December 31, 2023.

The Company had no items of comprehensive loss other than its net loss for the year ended December 31, 2022 .

Comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders.

The components of comprehensive loss for the twelve months ended December 31, 2024 consist of net loss, foreign currency translation adjustments from its subsidiaries not using the U.S.

dollar as their functional currency, and unrealized gains and losses on available-for-sale debt securities.

The components of comprehensive loss for the twelve months ended December 31, 2023 consist of net loss, foreign currency translation adjustments from its subsidiaries not using the U.S.

dollar as their functional currency.

From time to time, the Company is involved in legal proceedings, investigations and claims generally incidental to its normal business activities.

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Retroactive Adjustments for Common Stock Reverse Split

On January 5, 2024, the Company completed a 1-for-10 reverse stock split of the Company’s Common Stock.

As a result of the Reverse Stock Split, every ten of the Company’s issued shares of Common Stock were automatically combined into one

issued share of Common Stock, without any change to the par value per share.

On January 5, 2024, the Company completed a 1-for-10 reverse stock split of the Company’s Common Stock (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, every ten of the Company’s issued shares of Common Stock were

automatically combined into one issued share of Common Stock, without any change to the par value per share.

All share and per share numbers in this Annual Report on Form 10-K have been adjusted to reflect the Reverse Stock Split.

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Recently-adopted standards

In July 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement of all expected credit losses of financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.

In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.

ASU 2016-13 is effective for periods beginning after December 15, 2022, and interim periods within those fiscal years.

The Company adopted ASU 2016-13 at January 1, 2023 , and the adoption did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), along with a description of other segment items by reportable segment and any additional profit or loss measures used by the CODM in resource allocation decisions.

The ASU mandates that all currently required annual disclosures under Topic 280 also be included in interim periods and applies to entities with a single reportable segment.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years starting after December 15, 2024.

The adoption of this standard resulted in certain enhanced disclosures in the consolidated financial statements, see Note 19, Segment Reporting for further details.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

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The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Topic 220)”.

ASU 2024-03 requires additional disclosure in the notes to financial statements of specified information about certain expenses such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation and other expenses which are presented in the face of the income statement within continuing operations.

This ASU is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

During the years ended December 31, 2024 and 2023, the Company worked on the following grants:

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The total revenue for government grants was approximately $ 1.3 million and $ 2.2 million respectively, for the years ended December 31, 2024 and 2023.

NIH-NIAID (Federal Award #1R44AI117976-01A1) – this grant was for $ 1.4 million and started in September 2019 through August 2021.

This grant was subsequently amended to extend the end date to August 2022.

No grant income was recognized for the year ended December 31, 2023.

For the year ended December 31, 2022, there was approximately $ 182 thousand in grant income recognized from this grant.

This grant was completed in 2022.

NIH-NIAID (Federal Award #1R41AI131823-02) – this grant was for approximately $ 1.5 million and started in April 2019 through March 2021.

National Institute of Health - National Institute of Allergy and Infectious Disease (“NIH-NIAID”) (Federal Award #1R41AI131823-02) – this grant was for approximately $ 1.5 million and started in April 2019 through March 2021.

The grant was subsequently amended to extend the date through March 2023.

For the years ended December 31, 2023 and 2022, approximately $ 192 thousand and $ 328 thousand , respectively, in grant income was recognized from this grant.

No grant income was recognized for the year ended December 31, 2024, and approximately $ 0.2 million of grant income was recognized for the year ended December 31, 2023.

This grant was completed as of June 30, 2023.

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The grant was subsequently amended to extend the end date to July 2023.

For the years ended December 31, 2023 and 2022, there was approximately $ 273 thousand and $ 1.1 million , respectively, in grant income recognized from this grant.

No grant income was recognized for the year ended December 31, 2024, and approximately $ 0.2 million of grant income was recognized for the year ended December 31, 2023.

This grant was completed as of June 30, 2023.

DoD, JPEO through Advanced Technology International – this grant was for a potential of $ 25 million, awarded in stages starting in Aug ust 2019 and with potential stages running through February 2023.

US Department of Defense (“DoD”), Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense Enabling Biotechnologies (“JPEO”) through Advanced Technology International – this grant was for a potential of $ 25 million, awarded in stages starting in August 2019 and with potential stages running through February 2023.

Additional contract modifications were added to this contract in 2020 and 2021 for work on a COVID therapeutic, bringing the contract total to $ 203.6 million .

For the years ended December 31, 2023 and 2022, there was approximately $ 1.8 million and $ 22.2 million , respectively, in grant income recognized from this grant.

For the years ended December 31, 2024 and 2023, there was approximately $ 1.3 million and $ 1.8 million , respectively, in deferred grant income recognized from this grant.

This grant was terminated in 2022.

The grants for the JPE O Rapid Response contract are cost reimbursement agreements, with reimbursement of qualified direct research and development expense (labor and consumables) with an overhead charge (based on actual, reviewed quarterly) and a fixed fee ( 9 %).

On August 3, 2022, the Company received notice from the DoD terminating the JPEO Rapid Response contract.

The Company engaged in negotiations with the DoD to compensate the Company for services provided prior to the JPEO Rapid

Response Contract Termination and costs the Company would be expected to bear in future periods.

A termination and settlement proposal was submitted the DoD on September 9, 2022;

The grants for the Company’s Rapid Response contract with JPEO (the “JPEO Rapid Response Contact”) are cost reimbursement agreements, with reimbursement of qualified direct research and development expense (labor and consumables) with an overhead charge (based on actual, reviewed quarterly) and a fixed fee ( 9 %).

On August 3, 2022, the Company received notice from the DoD terminating the JPEO Rapid Response contract (the “JPEO Rapid Response Contract Termination”).

The Company engaged in negotiations with the DoD to compensate the Company for services provided prior to the JPEO Rapid Response Contract Termination and costs the Company would be expected to bear in future periods.

A termination and settlement proposal was submitted to the DoD on September 9, 2022;

the Company submitted a final invoice on December 15, 2022;

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The terms of the arrangement provide for a cost-reimbursable structure, and state that the parties will work in good faith equitable reimbursement for work performed toward accomplishment of the tasks provided in the agreement.

At this time, other than certain deferred obligations (presented within deferred grant income within the Company's consolidated balance sheet) potentially payable to the DoD solely due to subsequent negotiations with third-party vendors, the Company believes and has been advised there is a reasonable, good faith basis for the position that no present or future obligations exist.

As of December 31, 2024, the Company believes and has been advised that no present or future obligations exist related to the JPEO Rapid Response Contract Termination.

As of December 31, 2023, the Company had deferred grant income presented with in the Company’s consolidated balance sheet, which represented certain deferred obligations potentially payable to the DoD due to subsequent negotiations with third-party vendors .

Revenue recognized subsequent to the JPEO Rapid Response Contract Termination relates to satisfaction of residual obligations under the termination and settlement agreement—see Note 2, Summary of Significant Accounting Policies in the Company's consolidated financial statements for further information about the Company's established revenue recognition process.

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Common Stock Warrants (1)

Earnout Shares (2)

Series A Preferred Stock (2)

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Contingently issuable Earnout Shares from unexercised Rollover

(1) Contained within Common Stock Warrants are the 575,000 the Public Warrants, 20,860 warrants held by assignees of Big Cypress Holdings, LLC (the “Private Placement Warrants”), 30,000 warrants held by Ladenburg Thalmann & Co.

(the “Ladenburg Warrants”), 736,337 warrants issued to the investors in the December 2022 Private Placement (the “the PIPE Warrants”), 21,091 warrants issued to the placement agent in the December 2022 Private Placement (the “PIPE Placement Agent Warrants”), and 850,119 warrants issued to the placement agent in the October 2023 Private Placement.

(1) Contained within common stock warrants are the 575,000 shares of common stock underlying public warrants, 20,860 shares of common stock underlying warrants held by assignees of Big Cypress Holdings, LLC (the “Private Placement Warrants”), 30,000 shares underlying warrants held by Ladenburg Thalmann & Co.

(the “Ladenburg Warrants”), 736,337 shares underlying warrants issued to the investors in the December 2022 Private Placement (the “the PIPE Warrants”), 21,091 shares underlying warrants issued to the placement agent in

the December 2022 Private Placement (the “PIPE Placement Agent Warrants”), and 850,119 shares underlying the Preferred PIPE Placement Agent Warrants issued to the placement agent in the September 2023 Offering.

See Note 12, Warrants for further details on the Company’s outstanding warrants.

(2) The Earnout Shares are subject to certain vesting requirements not satisfied as of the years ended December 31, 2023 and 2022.

The Earnout Shares held in escrow are excluded from calculating both basic and diluted earnings

See Note 10, Stockholders’ Equity for further details on the Company’s outstanding equity instruments.

(3) Represents shares of common stock underlying 42,236 issued, outstanding, and convertible Series A-2 Preferred shares.

(4) Represents 6,800,953 and 17,002,381 common shares underlying 42,846 outstanding Tranche B Warrants and 107,115 outstanding Tranche C Warrants, respectively.

(2) Represents 6,669,742 shares of common stock underlying 42,019 and 42,236 issued, outstanding, and convertible shares of Series A-2 Preferred Stock for the years ended December 31, 2024 and 2023, respectively.

See Note 10, Stockholders’ Equity for further details on the Company’s preferred stock.

(3) Represents 6,800,953 and 17,002,381 shares of common stock underlying 42,846 outstanding Preferred Tranche B Warrants (as defined below) and 107,115 outstanding Preferred Tranche C Warrants (as defined below), respectively.

(6) Property, plant and equipment

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Animal facility equipment

Construction-in-progress

Leasehold improvements (1)

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Property, plant and equipment, net

(1) The Company re-classed $ 2.2 million of leasehold improvements to laboratory equipment ($ 1.8 million) and office furniture and equipment ($ 470 thousand) as of December 31, 2024 .

Depreciation and amortization expense for the years ended December 31, 2024 and 2023 was $ 4.7 million and $ 3.7 million , respectively.

All tangible personal property with a useful life of at least three years and a unit acquisition cost of $ 5,000 or more will be capitalized and depreciated over its useful life using the straight-line method of depreciation.

The Company will expense the full acquisition cost of tangible personal property below these thresholds in the year of purchase.

The basis of accounting for depreciable fixed assets is acquisition cost and any additional expenditures required to make the asset ready for use.

The carrying amount at the balance sheet date of long-lived assets under construction-in-progress includes assets purchased, constructed, or being developed internally that are not yet in service.

Depreciation commences when the assets are placed in service.

As of December 31, 2023 and 2022, the Company’s construction-in-progress was as follows:

New office space at Headquarters

IT equipment at Headquarters

Total construction-in-progress

The Company had no construction-in-progress as of December 31, 2024 and 2023.

In the first quarter of 2024, t he Company recorded expense of approximately $ 0.9 million for an out-of-period adjustment related to the amortization of leasehold improvements, $ 0.7 million is included in research and development expense and $ 0.2 million is included in general and administrative expense.

The Company has an operating lease for lab space from Sanford Health, under a lease that started in June 2014 and initially ended in June 2019, at which time the lease was extended through August 2024.

This lease can be terminated with one-year advance written notice.

This lease was amended again in October 2022 to reduce the Company’s leased area to 21,014 square feet.

This lease was amended in October 2022 to reduce the Company’s leased area to 21,014 square feet.

Additionally, pursuant to the amendment in October 2022, the Company and Sanford Health agreed for the period of October 2022 to September 2023, the Company’s obligation to pay the Annual Rent shall be abated and not required to be paid when normally due (the “Abated Rent”).

In exchange for the Abated Rent, effective October 1, 2022, the Company issued Sanford Health an 8 % unsecured, convertible promissory note (see Note 9, Notes Payable for further discussion).

The October 2022 amendment was accounted for as a lease modification under ASC 842 - Leases and the right-of-use asset and

lease liability were remeasured at the modification date of October 1, 2022.

The October 2022 lease amendment reduced the lease payment to approximately $ 45 thousand per month for the remainder of 2023 and approximately $ 46 thousand per month through 2024.

The October 2022 amendment was accounted for as a lease modification under ASC 842 - Leases and the right-of-use asset and lease liability were remeasured at the modification date of October 1, 2022.

The October 2022 lease amendment reduced the lease payment to approximately $ 45 thousand per month through 2023 and approximately $ 46 thousand per month through September 2024.

The lease does not provide an implicit rate, and, therefore, the Company used an IBR of 6.92 % as the discount rate when measuring the operating lease liability.

The operating lease does not include an option to extend beyond the life of the current term.

In September 2024, the original lease ended, and the Company entered into a short-term lease for the same facility until January 30, 2025.

On January 30, 2025, the Company entered into a lease agreement with Sanford Health with an initial five-year term ending December 31, 2029 (see Note 20, Subsequent Events for further information).

The Company estimated the IBR based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company.

The Company entered into a lease for office, laboratory, and warehouse space in November 2020, which the Company amended in July 2022.

This lease has a 3 -year term, with options to extend for 3 additional periods of 3 years each.

The options were not included in the right of use calculation as it is unclear as to whether or not the location will meet the Company’s requirements beyond the next three years.

The Company entered into a lease for office, laboratory, and warehouse space in November 2020, which was amended in July 2022 to add additional administrative and lab space.

This amended lease has a 3 -year term, with options to extend for 3 additional periods of 3 years each.

The options were not included in the right of use calculation as it was unclear as to whether or not the location will meet the Company’s requirements beyond the next three years.

The July 2022 amendment was accounted for as a separate contract under ASC 842 – Leases .

This lease was renewed in November 2023.

The lease costs are $ 36 thousand , $ 3 thousand , and $ 31 thousand per month for the November 2020 lease agreement, the July 2022 amended lease agreement, and the November 2023 lease renewal, respectively.

The Company used an IBR of 4.69 % , 6.60 % , and 8.14 % as the discount rate when measuring the operating lease liability for the November 2020 lease agreement, the July 2022 amended lease agreement, and the November 2023 lease renewal, respectively.

The lease costs are $ 36 thousand , $ 3 thousand , and $ 31 thousand per month for the original leased space on November 2020, the amendment on July 2022, and the November 2023 lease renewal, respectively.

The Company used an IBR of 4.69 % , 6.60 % , and 8.14 % as the discount rates when measuring the operating lease liability for the original leased space on November 2022, the amendment in July 2022, and the November 2023 lease renewal, respectively.

The Company estimated the IBR based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company.

The Company entered into a lease for office space in April 2024.

The Company leased 1,272 square feet, representing the Company’s principal executive offices, in Miami Beach, Florida.

The initial term of the lease is 62 months.

The lease costs are approximately $ 7 thousand per month through 2024, with annual increases of 4 % through 2029.

The Company used an IBR of 7.12 % , as the discount rate when measuring the operating lease liability.

The operating lease does not include an option to extend beyond the life of the current term.

The Company estimated the IBR based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company.

The Company has the following finance leases:

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Animal Facility

The Company’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of December 31, 2023 are:

Weighted-average remaining lease term

Weighted-average discount rate

The Company’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of December 31, 2024 and 2023 are:

December 31, 2024

December 31, 2023

Weighted-average remaining lease term (years)

Weighted-average discount rate (percentage)

The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2024:

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Operating lease expense was approximately $ 0.8 million and $ 1.0 million , respectively, for the years ended December 31, 2024 and 2023.

Operating lease costs are included within research and development expenses on the consolidated statements of operations.

Operating lease costs for the year ended December 31, 2024 were approximately $ 0.7 million in research and development and $ 0.1 million in general and administrative expenses on the consolidated statement of operations.

Operating lease costs are included within research and development expenses on the consolidated statement of operations for the year ended December 31, 2023.

Finance lease costs for the years ended December 31, 2024 and 2023 included approximately $ 0.1 million and $ 0.1 million respectively, in right-of-use asset amortization and approximately $ 0.3 million and $ 0.3 million , respectively, of interest expense.

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Cash payments under operating and finance leases were approximately $ 0.6 million and $ 0.4 million , respectively, for the year ended December 31, 2023.

Short-term lease costs were approximately $ 0.1 million and variable lease costs were approximately $ 0.1 million for the year ended December 31, 2024 .

The Company incurred no short-term lease costs for the year ended December 31, 2023 and the variable lease cost was insignificant for the year ended December 31, 2023 .

(8) Accrued Expenses and Other Current Liabilities

As of December 31, 2024 and 2023, accrued expenses and other current liabilities consisted of the following:

Accrued vacation

Accrued payroll

Accrued construction-in-progress

Accrued consulting

Accrued clinical trial expense

Accrued outside laboratory services

Accrued bonus & severance

Accrued contract manufacturing

Accrued legal

Payroll and employee-related costs

Accrued research and development expenses

Accrued legal fees

Accrued financing fees payable

Accrued franchise tax payable

Accrued interest

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8% Unsecured Convertible Note

Pursuant to the Fourth Amendment to the Company’s lease with Sanford Health, the Company and Sanford Health agreed to a period of Abated Rent from October 1, 2022 to September 30, 2023.

Pursuant to the fourth amendment to the Company’s lease with Sanford Health, the Company and Sanford Health agreed to a period of abated rent (the “Abated Rent”) from October 1, 2022 to September 30, 2023.

In exchange for the Abated Rent, effective as of October 1, 2022, the Company issued to Sanford Health an 8 % unsecured, convertible promissory note (the “8% Unsecured Convertible Note”).

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Simple interest shall accrue on the outstanding Principal from and after the date of the 8% Unsecured Convertible Note and shall be payable on the Maturity Date.

Sanford Health shall have the right, but not the obligation, to convert all or any part of the outstanding Principal of the 8% Unsecured Convertible Note, together with any accrued and unpaid interest thereon to the date of such conversion, into such number of fully paid and non-assessable shares of the Company’s common stock, at any time and from time to time, prior to the later of the Maturity Date and the date on which the 8% Unsecured Convertible Note is paid in full, subject to certain restrictions, at a conversion price per share of common stock equal to greater of (x) $ 15.00 and (y) the price at which the Company sells shares of common stock in any bona fide private or public equity financing prior to the Maturity Date.

The Company evaluated the treatment of the 8% Unsecured Convertible Note under ASC 470 and determined the Principal in its entirety would be allocated to debt.

The Company’s consolidated balance sheet as of December 31, 2023, includes accrued interest relating to the 8% Unsecured Convertible Note of approximately $ 43 thousand .

Insurance Financing

The Company repaid the Principal of $ 542 thousand and total accrued interest of $ 87 thousand during the year ended December 31, 2024.

Insurance Financing Note

The Company obtained financing for certain Director & Officer liability insurance policy premiums.

The agreement assigns First Insurance Funding (“Lender”) a first priority lien on and security interest in the financed policies and any additional premium required in the financed policies including (a) all returned or unearned premiums, (b) all additional cash contributions or collateral amounts assessed by the insurance companies in relation to the financed policies and financed by Lender, (c) any credits generated by the financed policies, (d) dividend payments, and (e) loss payments which reduce unearned premiums.

For the year ended December 31, 2024, the agreement assigns AFCO Direct as the lender a first priority lien on and security interest in the financed policies and any additional premium required in the financed policies including (a) all returned or unearned premiums, (b) all additional cash contributions or collateral amounts assessed by the insurance companies in relation to the financed policies and financed by Lender, (c) any credits generated by the financed policies, (d) dividend payments, and (e) loss payments which reduce unearned premiums.

If any circumstances exist in which premiums related to any Financed Policy could become fully earned in the event of loss, Lender shall be named a loss-payee with respect to such policy.

The total premiums, taxes and fees financed is approximately $ 765 thousand with an annual interest rate of 7.96 %.

In consideration of the premium payment by Lender to the insurance companies or the agent or broker, the Company unconditionally promises to pay Lender the amount financed plus interest and other charges permitted under the agreement.

At December 31, 2023 and 2022, the Company recognized approximately $ 509 thousand and $ 773 thousand , respectively, as an insurance financing note payable in its consolidated balance sheets.

The Company will pay the insurance financing through installment payments with the last payment for the current note being on September 22, 2024.

For the year ended December 31, 2023, the Company entered into a similar agreement with First Insurance Funding.

This agreement also assigned First Insurance Funding a first priority lien on the security interest in the financed policies and associated rights.

The total premiums, taxes, and fees financed under the current insurance financing agreement are approximately $ 516 thousand , for AFCO Direct with an annual interest rate of 7.37 % .

In consideration of the premium payment by the AFCO Direct to the insurance companies or the Agent or Broker (as defined in the agreement with the lender), the Company unconditionally promises to pay the lender the amount financed plus interest and other charges permitted under the agreement.

At December 31, 2024, and 2023, the Company recognized approximately $ 276 thousand and $ 509 thousand , respectively, as an insurance financing note payable in our consolidated balance sheets.

The Company incurred $ 17 thousand and $ 22 thousand of interest expense related to the insurance financing note for the years ended December 31, 2024 and 2023, respectively.

Our current insurance financing agreement is being repaid through installment payments, with the final payment scheduled for September 22, 2025.

During the year ended December 31, 2024 , the Company also made payments on a prior insurance financing agreement, which had an original principal balance of $ 765 thousand with an annual interest rate of 7.96 %.

This prior agreement was fully repaid, with the final installment made on September 22, 2024.

(10) Stockholder's Equity

Authorized Capital Stock

Authorized and Outstanding Capital Stock

The total number of shares of the Company’s authorized capital stock is 810,000,000 .

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Series A Preferred Stock

On September 29, 2023, the Company entered into a securities purchase agreement (the “September 2023 Purchase Agreement”) with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement (the “September 2023 Offering”), (i) 7,500 shares of Series A-1 Convertible Preferred Stock, par value $ 0.0001 per share, for an aggregate offering price of $ 7.5 million (the “Series A-1 Preferred Stock”), (ii) tranche A warrants (the “Preferred Tranche A Warrants”) to acquire shares of Series A-1 Preferred Stock or Series A-3 Preferred Stock, par value $ 0.0001 per share, for an aggregate exercise price of $ 70.5 million (the “Series A-3 Preferred Stock”), (iii) tranche B warrants to acquire shares of Series A-3 Preferred Stock, par value $ 0.0001 per share, for an aggregate exercise price of $ 52.0 million (the “Preferred Tranche B Warrants”), and (iv) tranche C warrants to purchase Series A-3 Preferred Stock, par value $ 0.0001 per share, for an aggregate exercise price of $ 130.0 million (the “Preferred Tranche C Warrants” and together with the Preferred Tranche A Warrants, and Preferred Tranche B Warrants, the “Preferred Warrants” and the shares underlying the Preferred Warrants, the “Preferred Warrant Shares”).

On September 29, 2023, the Company entered into a securities purchase agreement (the “September 2023 Purchase Agreement”) with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement (the “September 2023 Offering”), (i) 7,500 shares of convertible Series A-1 Preferred Stock, par value $ 0.0001 per share, for an aggregate offering price of $ 7.5 million (the “Series A-1 Preferred Stock”), (ii) tranche A warrants (the “Preferred Tranche A Warrants”) to acquire shares of Series A-1 Preferred Stock or Series A-3 Preferred Stock, par value $ 0.0001 per share, for an aggregate exercise price of $ 70.5 million (the “Series A-3 Preferred Stock”), (iii) tranche B warrants to acquire shares of Series A-3 Preferred Stock, par value $ 0.0001 per share, for an aggregate exercise price of $ 52.0 million (the “Preferred Tranche B Warrants”), and (iv) tranche C warrants to purchase Series A-3 Preferred Stock, par value $ 0.0001 per share, for an aggregate exercise price of $ 130.0 million (the “Preferred Tranche C Warrants” and together with the Preferred Tranche A Warrants, and Preferred Tranche B Warrants, the “Preferred Warrants” and the shares underlying the Preferred Warrants, the “Preferred Warrant Shares”).

The Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series A-3 Preferred Stock are collectively referred to in this section as the “Series A Preferred Stock.”

On October 3, 2023, the Company closed on the issuance of the 7,500 shares of Series A-1 Preferred Stock (the “Initial Issuance Date”).

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The Company intends to use the net proceeds from the September 2023 Offering for working capital purposes and other general corporate purposes and to advance its SAB-142-101 clinical trial.

The Company recorded $ 7.5 million in gross proceeds associated with the initial issuance of the 2023 Private Placement transaction whereby the Company issued 7,500 shares of Series A-1 Convertible preferred stock and warrants to purchase common stock in the combined company.

The Company recorded $ 7.5 million in gross proceeds associated with the initial issuance of the September 2023 Offering whereby the Company issued 7,500 shares of convertible Series A-1 preferred stock the Preferred Warrants.

The Company estimated the initial value of the warrants to be $ 10.9 million.

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Since the fair value of these warrants exceeded the equity proceeds, the entire amount of proceeds were allocated to the warrants and the remaining value allocated to the warrants resulted in a $ 3.4 million loss on the issuance of the Series A Preferred Stock.

Subject to the terms and limitations contained in the Certificate of Designation:

• The Series A-1 Preferred Stock issued in the September 2023 Offering will not become convertible until the Company’s stockholders approve (i) the issuance of all common stock issuable upon conversion of the Issued Preferred Stock and the Preferred Warrant Shares, (ii) the issuance of the Preferred Warrant Shares upon exercise of the Preferred Warrants and (iii) an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 490,000,000 to 800,000,000 (collectively, the “Stockholder Approval”).

• On the first trading day following the announcement of the Stockholder Approval, each share of Series A-1 Preferred Stock will automatically convert into common stock, at the conversion price of $ 6.30 per share (the “Conversion Price”), provided that to the extent such conversion would cause a holder of Series A-1 Preferred Stock to exceed the applicable beneficial ownership limitation, such holder will receive shares of Series A-2 Preferred Stock in lieu of common stock.

Subject to the terms and limitations contained in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (the “Certificate of Designation”):

• The Series A-1 Preferred Stock issued in the September 2023 Offering became convertible upon receipt of certain requisite approvals by the Company’s stockholders related to the offering (the “Stockholder Approval”).

• On the first trading day following the announcement of the Stockholder Approval, each share of Series A-1 Preferred Stock became automatically convertible into common stock, at the conversion price of $ 6.30 per share (the “Conversion Price”), provided that to the extent such conversion would cause a holder of Series A-1 Preferred Stock to exceed the applicable beneficial ownership limitation, such holder will receive shares of Series A-2 Preferred Stock, par value $ 0.0001 per share (the “Series A-2 Preferred Stock”), in lieu of common stock.

• At the option of the holder, each share of Series A-2 Preferred Stock and Series A-3 Preferred Stock will be convertible into common stock, at the Conversion Price (which is subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization).

The Preferred Tranche A Warrants were exercisable beginning on October 2, 2023, (the “Issuance Date”) (as defined in the Form of Preferred Tranche A Warrant) until the earlier of (i) fifteen (15) trading days following the date of the public announcement of the fulsome data set from the Sanofi S.A.

The Preferred Tranche A Warrants became exercisable beginning on October 2, 2023, (the “Issuance Date”) until the earlier of (i) fifteen (15) trading days following the date of the public announcement of the fulsome data set from the Sanofi S.A.

Protect trial or (ii) December 15, 2023.

If any purchaser in the September 2023 Offering failed to exercise their Preferred Tranche A Warrant in full prior to its expiration date, such purchaser forfeited all Preferred Tranche A Warrants, Preferred Tranche B Warrants, and Preferred Tranche C Warrants issued to them.

The Preferred 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 Company’s announcement of data from its SAB-142-101 clinical trial and (ii) March 31, 2025.

The Preferred 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 the Exercisability Date.

Prior to the extended mandatory exercise time, certain investors informed the Company that they would not exercise their mandatorily exercisable Preferred Tranche A Warrants.

Certain of the investors agreed to assume and exercise 16,269 of the 27,115 unexercised Preferred Tranche A Warrants and received 10,846 of the Preferred Tranche B Warrants and 27,115 of the Preferred Tranche C Warrants from the transferring Investors.

The balance of the unexercised Preferred Tranche A

Warrants and the remaining Tranche B Warrants and Tranche C Warrants issued to the Investors who failed to exercise their Tranche B Warrants were cancelled.

Following these updates to the offering, the Company issued 59,654 shares of Series A-1 Preferred Stock for aggregate proceeds of approximately $ 59.65 million upon the exercise of the Tranche A Warrants.

Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock, (the “Certificate of Designation”), all shares of Series A-1 Preferred Stock, subject to the Stockholder Approval obtained in November 2023, were automatically converted into an aggregate of 3,954,674 shares of common stock, par value $ 0.0001 per share and 42,236 shares of Series A-2 Preferred Stock, par value $ 0.0001 per share, of the Company (the “Series A-2 Preferred Stock”).

Following Shareholder Approval of the September 2023 Private Placement on November 22, 2023, the Company issued 67,154 shares of Series A-1 Convertible Preferred Stock.

Following shareholder approval of the Company's 2023 Private Placement transaction, 24,918 shares of Series A-1 Convertible Preferred Stock were converted into 3,954,674 common shares, with the remaining 42,236 shares of Series A-1 Convertible Preferred Stock being converted into Series A-2 Convertible preferred stock.

The Preferred Tranche B Warrants became 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 Company’s announcement of data from its SAB-142-101 clinical trial and (ii) March 31, 2025.

The Preferred Tranche C Warrants became exercisable commencing on the Exercisability Date (as defined in the Form of Preferred Tranche C Warrant) until the five (5) year anniversary of the Exercisability Date.

Prior to the extended mandatory exercise time of certain Preferred Tranche A Warrants, certain investors informed the Company that they would not exercise such warrants.

Certain other investors in the offering agreed to assume and exercise 16,269 of the 27,115 unexercised Preferred Tranche A Warrants and received 10,846 of the Preferred Tranche B Warrants and 27,115 of the Preferred Tranche C Warrants from the transferring Investors.

The balance of the unexercised Preferred Tranche A Warrants and the remaining Preferred Tranche B Warrants and Preferred Tranche C Warrants issued to the investors who failed to exercise their Preferred Tranche B Warrants were cancelled.

Following these updates to the offering,

the Company issued 59,654 shares of Series A-1 Preferred Stock for aggregate proceeds of approximately $ 59.65 million upon the exercise of the Tranche A Warrants.

In connection with the September 2023 Offering, the Company issued an aggregate of 67,154 shares of convertible Series A-1 Preferred Stock.

Following shareholder approval of the September 2023 Offering and pursuant to the Certificate of Designation, 24,918 shares of convertible Series A-1 Preferred Stock were automatically converted into an aggregate of 3,954,674 shares of common stock, and the remaining 42,236 shares of convertible Series A-1 Preferred Stock were converted into an aggregate of 42,236 shares of convertible Series A-2 Preferred Stock.

During the twelve months ended December 31, 2024 , 217 shares of Series A-2 Convertible Preferred Stock were converted into an aggregate of 34,445 shares of common stock.

The following is a summary of the terms of the Series A Preferred Stock:

At all times while shares of Series A Preferred Stock are issued and outstanding, holders of Series A Preferred Stock shall be entitled to receive dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common- Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock.

Voting Rights .

Holders of the Series A Preferred Stock are entitled to vote together with the Common Stock on an as-if-converted-to-Common-Stock basis.

Holders of Common Stock are entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.

Accordingly, holders of Series A Preferred Stock will be entitled to one vote for each whole share of Common Stock into which their Series A Preferred Stock is then-convertible on all matters submitted to a vote of stockholders, except that the holders of Series A Preferred Stock are not entitled to vote their shares of Series A Preferred Stock in excess of the “beneficial ownership blocker” set forth in the Series A Certificate of Designations, as it relates to each holder of Series A Preferred Stock.

Each holder of Series A Preferred Stock may designate whether the limit of such beneficial ownership blocker is 4.99 % or 9.99 % of the shares of Common Stock outstanding.

For information pertaining to the Company’s outstanding warrants to purchase shares of the Company’s preferred stock, see Note 12, Warrants .

Earnout Shares

On October 22, 2021 (the “Closing Date”), the Company consummated the business combination contemplated by the agreement and plan of merger, dated as of June 21, 2021, as amended on August 12, 2021, made by and among Big Cypress Acquisition Corp., a Delaware corporation (“BCYP”), Big Cypress Merger Sub Inc., a Delaware corporation (“Merger Sub”), the Company, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the SAB Stockholders (the “Business Combination”).

On October 22, 2021 (the “Closing Date”), the Company consummated the business combination (the “Business Combination”) contemplated by the agreement and plan of merger, dated as of June 21, 2021, as amended on August 12, 2021, made by and among Big Cypress Acquisition Corp., a Delaware corporation (“BCYP”), Big Cypress Merger Sub Inc., a Delaware corporation (“Merger Sub”), the Company, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the SAB Stockholders (the “Business Combination Agreement ”).

Upon closing of the Business Combination, Merger Sub merged with SAB Biotherapeutics, with SAB Biotherapeutics as the surviving company of the merger.

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(iv) 25 % of the Earnout Shares shall be released if, at any time during the five ( 5 )-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $ 300.00 for any twenty ( 20 ) trading days within a period of thirty ( 30 ) consecutive trading days (the “Fourth Earnout” and together with the First Earnout, the Second Earnout and the Third Earnout, the “Earnouts”).

Pursuant to the terms of the Business Combination Agreement, SAB Biotherapeutics’ securityholders (including vested option holders) who own SAB Biotherapeutics securities immediately prior to the Closing Date will have the contingent right to receive their pro rata portion of (i) an aggregate of 1,200,000 shares of common stock (“Earnout Shares”), of which 150,806 are contingently issuable based upon future satisfaction of the aforementioned VWAP thresholds.

Pursuant to the terms of the Business Combination Agreement, SAB Biotherapeutics’ securityholders (including vested option holders) who own SAB Biotherapeutics securities immediately prior to the Closing Date will have the contingent right to receive their pro rata portion of (i) an aggregate of 1,200,000 Earnout Shares, of which 150,806 are contingently issuable based upon future satisfaction of the aforementioned VWAP thresholds.

The remaining 1,049,194 are legally issued and outstanding, if the Company does not meet the above VWAP thresholds, or a change in control with a per share price below the VWAP thresholds occurs within a five-year period immediately following the Closing Date, the shares will be returned to the Company.

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On the Closing Date, the fair value of the 1,200,000 Earnout Shares was $ 101 .3 million.

The Company recorded the Earnout Shares as a stock

dividend by reducing additional paid-in capital, which was offset by the increase in additional paid-in capital associated with the Business Combination.

For information pertaining to the Company’s outstanding warrants to purchase shares of the Company’s common stock, see Note 12, Warrants .

(11) Stock Option Pla ns

The Company recorded the Earnout Shares as a stock dividend by reducing additional paid-in capital, which was offset by the increase in additional paid-in capital associated with the Business Combination.

Sales Agreement

As previously disclosed, on January 26, 2024, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

(“Cantor”), relating to shares of common stock.

In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of our common stock having an aggregate offering price of up to $ 20,000,000 from time to time through Cantor, acting as the Company’s sales agent.

For the year and quarter ended December 31, 2024 , the Company did no t offer or sell any shares of common stock pursuant to the Sales Agreement, and up to $ 20,000,000 remains to be sold under the Sales Agreement.

(11) Stock-based Compensation

On August 5, 2014, the Company approved a stock option grant plan (the “2014 Equity Incentive Plan”) for employees, directors, and non-employee consultants, which provides for the issuance of options to purchase common stock.

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At of the beginning of each calendar year, the shares reserved for future issuance shall increase by two percent ( 2 %) of the total number of Shares of Common Stock issued and outstanding on a fully-diluted basis as of the end of the Company’s immediately preceding fiscal year (or such lesser number of shares, including no shares, determined by the Board in its sole discretion);

provided, however, that the aggregate number of additional Shares available for issuance pursuant to this paragraph (b) shall not exceed a total of 500,000 Shares.

As of December 31, 2023 , there were 1,287,762 shares of common stock reserved for issuance under the 2021 Equity Incentive Plan, with 620,031 shares of common stock available for grant an d 667,731 share s of common stock underlying outstanding grants.

provided, however, that the aggregate number of additional Shares available for issuance pursuant to this paragraph (b) shall not exceed a total of 500,000 shares (the “Annaul Increase”).

In June 2024, the Company held the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”).

At the 2024 Annual Meeting, the stockholders of the Company approved an amendment to the 2021 Equity Incentive Plan which, among other things, increased the number of shares of common stock available for grant under the 2021 Equity Incentive Plan by 3,900,000 and increased the Annaul Increase from 2 % to 5 % (the “2021 Plan Amendment”).

As of December 31, 2024, there were 5,464,475 shares of common stock reserved for issuance under the 2021 Equity Incentive Plan, with 2,767,023 shares of common stock available for grant an d 2,697,452 shares of common stock underlying outstanding grants.

The Company offers an Employee Stock Purchase Plan (“ESPP”) that allows eligible employees to purchase shares of common stock at a discount of up to 15 % from the lower of the fair market value at the beginning or end of the offering period.

Under ASC 718, the ESPP is classified as compensatory, and stock-based compensation expense is recognized for the fair value of the discount and any embedded option features.

No shares were issued under the ESPP during either the twelve months ended December 31, 2024 and 2023 , and no stock-based compensation expense was recognized.

As of December 31, 2024 , 100,000 shares remained available for future issuance.

The expected term of the stock options was estimated using the “simplified” method, as defined by the SEC’s Staff Accounting Bulletin No.

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The dividend assumption is based on the Company’s history and expectation of dividend payouts.

The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future.

The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the

foreseeable future.

Therefore, the Company has assumed no dividend yield for purposes of estimating the fair value of the options.

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Exercise Price

Weighted Average Remaining Contractual Life (years)

Weighted Average Remaining Contractual Life (periods)

Aggregate Intrinsic Value

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During the years ended December 31, 2024 and 2023, 307,317 options vested with a fair value totaling $ 1.8 million and 111,714 options vested with a fair value totaling $ 2.3 million , respectively.

The estimated fair value of stock options granted during to employees and consultants for the years ended December 31, 2023 and 2022, were calculated using the Black-Scholes option-pricing model using the following assumptions:

The estimated fair value of stock options granted to employees and consultants for the years ended December 31, 2024 and 2023, were calculated using the Black-Scholes option-pricing model using the following assumptions:

For The Year Ended December 31,

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Expected dividends

Expected term (in years)

Expected term (in periods)

Risk-free rate

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Unvested as of December 31, 2023

Vested and unissued as of December 31, 2023

Issuance of shares vested during the twelve months ended December 31, 2023

Vested and issued during the twelve months ended December 31, 2024

Unvested as of December 31, 2024

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During the year ended December 31, 2024 , 22,709 shares with a fair value of $ 0.2 million vested.

At December 31, 2023, the Company had 12,816 restricted stock units vested but not issued.

The unrecognized expense for restricted stock units is expected to be recognized within future operating results over a weighted average period of 1.86 years.

11 unchanged sentences

• upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

• if, and only if, the reported last sale price of the common stock equals or exceeds $ 180.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders.

and if, and only if, the reported last sale price of the common stock equals or exceeds $ 180.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders.

If the Company calls the warrants for redemption as described above, management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Each warrant will expire on the fifth anniversary of the Company's SPAC merger, which occurred on October 22, 2021.

As a result, all outstanding warrants will expire on October 22, 2026, unless earlier exercised or redeemed in accordance with their terms.

Once expired, the warrants will have no further value and will no longer be exercisable.

Private Placement Warrants

The Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or saleable until after the completion of the Company's merger transaction in 2021.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable as long as they are held by the initial purchasers or their permitted transferees.

Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be non-redeemable as long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

As of December 31, 2023 , 20,860 Private Placement Warrants classified as liabilities were outstanding.

Each warrant will expire on the fifth anniversary of the Company's SPAC merger, which occurred on October 22, 2021.

As a result, all outstanding warrants will expire on October 22, 2026, unless earlier exercised or redeemed in accordance with their terms.

Once expired, the warrants will have no further value and will no longer be exercisable.

PIPE Warrants and PIPE Placement Agent Warrants

In December 2022, the Company entered into a securities purchase agreement with certain institutional and accredited investors for the sale by the Company of 736,337 shares of common stock and warrants to purchase up to 736,337 shares of common stock (the “PIPE Warrants”), in a private placement offering.

The combined purchase price each share and accompanying PIPE Warrant was $ 10.80 (the “December 2022 Private Placement”).

shares of common stock, in a private placement offering.

The combined purchase price of each share and accompanying PIPE Warrant was $ 10.80 (the “December 2022 Private Placement”).

Three directors of the Company participated in the December 2022 Private Placement, each paying a $ 1.25 premium per share and accompanying PIPE Warrant.

The PIPE Warrants, including those purchased by the participating directors of the Company, are exercisable beginning six months from the date of issuance at an exercise price equal to $ 10.80 per share, and are exercisable for five years from the date of issuance.

The PIPE Warrants, including those purchased by the participating directors of the Company, are exercisable at an exercise price equal to $ 10.80 per share, and are exercisable for five years from the date of issuance.

The Company received gross proceeds of approximately $ 8.0 million before deducting transaction related fees and expenses.

The Company paid Brookline Capital Markets, the placement agent, a cash fee equal to seven percent of the gross proceeds received by the Company in the December 2022 Private Placement.

The Company also issued Brookline Capital Markets a warrant to purchase up to an aggregate of 21,091 shares of common stock (the “PIPE Placement Agent Warrants”), equal to 7 % of the number of shares purchased by investors introduced to the Company by Brookline Capital Markets.

The Company also issued Brookline Capital Markets the PIPE Placement Agent Warrants to purchase up to an aggregate of 21,091 shares of common stock, equal to 7 % of the number of shares purchased by investors introduced to the Company by Brookline Capital Markets.

The PIPE Placement Agent Warrants have an exercise price equal to $ 13.50 per share and are exercisable six months from the date of issuance and expire five years from the date of issuance.

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September 2023 Purchase Agreement Warrants

As of December 31, 2023 , the Company now has outstanding 42,846 Tranche B Warrants to acquire shares of Series A-3 Preferred Stock for an aggregate exercise price of approximately $ 42.85 million, and 107,115 Tranche C Warrants to purchase shares of Series A-3 Preferred Stock for an aggregate exercise price of approximately $ 107.1 million.

Both the Tranche B Warrants and Tranche C Warrants were classified as derivative liabilities because they are redeemable for cash upon occurrence of a Fundamental Transaction, as defined in the Forms for such warrants, which may be outside the control of the Company.

Preferred Placement Agent Warrant

On November 21, 2023 the Company issued to Chardan Capital Markets LLC, the placement agent for the Preferred Warrants, a warrant to purchase 850,119 shares ( as adjusted following the Reverse Stock Split) of the Company’s common stock (“the Preferred PIPE Placement Agent Warrants”) The Preferred PIPE Placement Agent Warrants have an exercise price equal to $ 6.30 per share (subject to adjustment for stock dividends and splits) and are exercisable in whole or in part, at any time or times on or after the issuance date and on or before October 2, 2028.

As of December 31, 2024 , the Company had outstanding 42,846 Preferred Tranche B Warrants to acquire shares of Series A-3 Preferred Stock for an aggregate exercise price of approximately $ 42.85 million, and 107,115 Preferred Tranche C Warrants to purchase shares of Series A-3 Preferred Stock for an aggregate exercise price of approximately $ 107.1 million.

Both the Preferred Tranche B Warrants and Preferred Tranche C Warrants were classified as derivative liabilities because they are redeemable for cash upon occurrence of a Fundamental Transaction, (as defined in the Forms for such warrants), which may be outside the control of the Company.

For more information see Note 10, Stockholders’ Equity.

Preferred PIPE Placement Agent Warrant

On November 21, 2023, the Company issued to Chardan Capital Markets LLC, the placement agent for the September 2023 Offering, a warrant to purchase 850,119 shares ( as adjusted following the Reverse Stock Split) of the Company’s common stock (“the Preferred PIPE Placement Agent Warrants”).

The Preferred PIPE Placement Agent Warrants have an exercise price equal to $ 6.30 per share (subject to adjustment for stock dividends and splits) and are exercisable in whole or in part, at any time or times on or after the issuance date and on or before October 2, 2028.

The Preferred Placement Agent Warrant was classified in equity in additional paid-in capital.

The following table summarizes warrant activity for the year ended December 31, 2023:

The following table summarizes warrant activity for the year ended December 31, 2024 and 2023:

Warrants Issued

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Warrants Forfeited

December 31, 2024

Business Combination Public Warrants

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Ladenburg Warrants

Preferred Tranche B Warrants

Preferred Tranche C Warrants

Preferred PIPE Placement Agent Warrants

Warrants Issued

Warrants Exercised

Warrants Forfeited

December 31, 2023

Business Combination Public Warrants

Private Placement Warrants

PIPE Warrants

PIPE Placement Agent Warrants

Ladenburg Warrants

Tranche A Warrants

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The initial fair value of the warrant liabilities was measured at fair value at the Closing Date, and changes in the fair value of the warrant liabilities were presented within changes in fair value of warrant liabilities in the consolidated statements of operations for the years ended December 31, 2024 and 2023.

On the Closing Date, the Company established the fair value of the Private Placement Warrants utilizing both the Black-Scholes Merton formula and a MCS analysis.

On the Closing Date, the Company established the fair value of the Private Placement Warrants utilizing both the Black-Scholes Merton formula and a Monte Carlo Simulation (the “MCS”) analysis.

Specifically, the Company considered an MCS to derive the implied volatility in the publicly-listed price of the Public Warrants.

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Risk-free interest rate

Expected term remaining (years)

Expected term remaining (periods)

Implied volatility

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Should the Company enter into or be party to a fundamental transaction, the Company will be required to purchase all outstanding Warrants from the holders by paying cash in an amount equal to the Black Scholes Value of the unexercised portion of each Preferred Warrant.

As a result, the Preferred Warrants are accounted for as derivative liabilities in accordance with ASC 480 and ASC 815-40, Derivatives and Hedging — Contracts in Entity ’ s Own Equity and were presented within warrant liabilities on the consolidated balance sheet as of December 31, 2023.

The initial fair value of the warrant liabilities was measured at fair value at the Closing Date, and changes in the fair value of the warrant liabilities were presented within changes in fair value of warrant liabilities in the consolidated statement of operations for the year ended December 31, 2023.

On the Initial Issuance Date, the Company established the fair value of the Preferred Warrants utilizing the Black-Scholes Merton formula.

The Company established the fair value of the Preferred Warrants utilizing the Black-Scholes Merton formula.

All tranches of the Preferred Warrants were classified as Level 3 fair value measurements, due to the use of unobservable inputs.

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Risk-free interest rate (1)

Expected term remaining (years) (1)

Expected term remaining (periods) (1)

Implied volatility

Underlying Stock Price (Preferred Series A)

Reflects a probability-weighted input derived from multiple Black-Scholes calculations.

(1) R eflects a probability-weighted input derived from multiple Black-Scholes calculations.

These calculations account for various potential dates for the public announcement of the comprehensive data set from the Sanofi S.A.

Protect trial, spanning from mid-October to December 15, 2023.

The key inputs utilized in determining the fair value of each Tranche B Warrants as of the Initial Issuance Date and December 31, 2023 were as follows:

October 3, 2023

Initial Measurement

The key inputs utilized in determining the fair value of each Preferred Tranche B Warrants as of December 31, 2024 and 2023 were as follows:

Risk-free interest rate (1)

Expected term remaining (years) (1)

Expected term remaining (periods) (1)

Implied volatility

Underlying Stock Price (Preferred Series A)

(1) Reflects a probability-weighted input derived from multiple Black-Scholes calculations.

These calculations take into account the various potential dates for the announcement of the SAB-142-101 data.

Specifically, the Company assumed a 50.0 % probability of no data release on the Initial Measurement Date.

This probability was later adjusted to 45.0 % as of December 31, 2023.

(2) Reflects a 5 % discount for lack of marketability.

The key inputs utilized in determining the fair value of each Tranche C Warrants as of the Initial Issuance Date and December 31, 2023 were as follows:

October 3, 2023

Initial Measurement

(2) Reflects a probability-weighted input derived from multiple Black-Scholes calculations, which take into account the various potential dates for the announcement of the SAB-142-101 data.

This probability was estimated to be 45.0 % as of December 31, 2023 and further reduced to 10.0 % as of December 31, 2024 .

This adjustment percentage was driven by progress around enrollment for the ongoing clinical trial.

The key inputs utilized in determining the fair value of each Preferred Tranche C Warrants as of December 31, 2024 and 2023 were as follows:

Risk-free interest rate (1)

Expected term remaining (years) (1)

Expected term remaining (periods) (1)

Implied volatility

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(1) Reflects a probability-weighted input derived from multiple Black-Scholes calculations.

These calculations incorporate the company's estimated probability of dissolution, should SABS’ intellectual property fail to yield positive results in forthcoming clinical trials, potentially leading to the company's dissolution before 2028.

Initially, the company estimated a 20.0 % probability of continuing operations through the expected remaining term.

This probability was later adjusted to 25.0 % as of December 31, 2023.

(2) Reflects a 5 % discount for lack of marketability.

These calculations incorporate the Company’s estimated probability of dissolution, should the Company’s intellectual property fail to yield positive results in forthcoming clinical trials, potentially leading to dissolution before 2028.

The estimated probability that dissolution does not occur was 38.5 % and 25.0 % as of December 31, 2024 and 2023, respectively .

Equity Classified Warrants

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All relevant terms and conditions for the PIPE Warrant and PIPE Placement Agent Warrant are identical with the exception of the exercise prices of $ 10.80 and $ 13.50 , respectively.

The key inputs into the valuations as of the initial measurement date, December 7, 2022, were as follows:

Initial Measurement

Risk-free interest rate

Expected term remaining (years)

Implied volatility

Closing common stock price on the measurement date, less discount for lack of marketability (1)

As the underlying shares are restricted from sale for a period of 180 days from the date of the 2022 Private Placement, the fair value of the warrants was estimated using the Black-Scholes option pricing model that uses several inputs, including market price of the Company’s common shares at the end of each reporting period (a level one input), less a discount for lack of marketability (a level two input).

The discount for lack of marketability was estimated upon consideration of volatility and the length of the lock-up period.

Upon initial measurement, the fair value of the PIPE Warrants and PIPE Placement Agent Warrants were determined to be $ 0.42 and $ 0.39 per warrant, respectively, for aggregate fair values of approximately $ 3.1 million and $ 82 thousand , respectively.

In the Private Placement, the Company recognized the PIPE Warrants and PIPE Placement Agent Warrants on a relative fair value basis with approximately $ 2.2 million and $ 58 thousand being allocated to each as a component of additional paid-in capital within the Company’s consolidated statements of changes in stockholders’ equity and consolidated balance sheets as of December 31, 2023 and 2022.

The initial fair value of each Ladenburg Warrant issued and exercisable at $ 5.424 has been determined using the Black-Scholes option-pricing model.

The initial fair value of each Ladenburg Warrant issued and exercisable at $ 5.424 was determined using the Black-Scholes option-pricing model.

The key inputs into the valuations as of the 2023 Ladenburg Agreement initial measurement date, March 21, 2023, were as follows:

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Risk-free interest rate

Expected term remaining (years)

Expected term remaining (periods)

Implied volatility

2 unchanged sentences

The total fair value of the Ladenburg Warrants was recognized by the company as a non-cash expense and allocated to additional paid-in capital within the Company’s consolidated statement of changes in stockholders’ equity and consolidated balance sheet.

The initial fair value of each Preferred Placement Agent Warrant issued and exercisable at $ 6.30 has been determined using the Black-Scholes option-pricing model.

The initial fair value of each Preferred PIPE Placement Agent Warrant issued and exercisable at $ 6.30 has been determined using the Black-Scholes option-pricing model.

The key inputs into the valuations as of the October 3, 2023 initial measurement date were as follows:

1 unchanged sentence

Risk-free interest rate

Expected term remaining (years)

Expected term remaining (periods)

Implied volatility

Closing common stock price on the measurement date

Upon initial measurement, the fair value of each Preferred Placement Agent Warrant was determined to be $ 4.40 , per warrant for a value of approximately $ 3.7 million .

The total fair value of the Preferred PIPE Placement Agent Warrants was recognized by the Company as a non-cash expense and allocated to additional paid-in capital within the Company’s consolidated statement of changes in stockholders’ equity and consolidated balance sheet.

Upon initial measurement, the fair value of each Preferred PIPE Placement Agent Warrant was determined to be $ 4.40 , per warrant for a value of approximately $ 3.7 million .

(13) Fair Value Measurements

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Unobservable inputs that reflect the reporting entity’s own assumptions.

The following table presents information about the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following tables present information about the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2024 and 2023, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

As of December 31, 2024

Cash equivalents

Money market funds

treasury securities

Short-term investments

treasury securities

Public Warrant liability

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Private Placement Warrant liability

Preferred Warrants

The following table provides a summary of changes in Level 3 fair value measurements for the Private Placement Warrant Liability:

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The following table provides a summary of the changes in Level 3 fair value measurements for the Preferred Warrant liabilities:

Fair Value as of October 3, 2023

Change in fair value (1)

Fair Value as of December 31, 2023

Includes the impact of a $ 3.6 million non-cash gain on termination of private placement warrants consisting of 10,486 Tranche A Warrants with a value of $ 0.1 million, 9,154 forfeited Tranche B Warrants with a value of $ 1.1 million and 22,885 forfeited Tranche C Warrants with a value of $ 2.4 million;

the final liability value of the Tranche A Warrants prior to exercise of $ 0.7 million;

and the increase in the fair value of the outstanding Preferred Warrants between measurement dates of $ 5.0 million.

As of December 31, 2023 and 2022, the Company did not have any other assets or liabilities that are recorded at fair value on a recurring basis.

The Company believes that the carrying amounts of its cash and cash equivalents, accounts receivable, accounts payable, notes payable, accrued expenses and other current liabilities approximate their fair values due to their near-term maturities.

Balance, December 31, 2023

Change in fair value of the Preferred Warrant liabilities

Balance, December 31, 2024

As of December 31, 2024 and 2023 , the Company did no t have any other assets or liabilities that are recorded at fair value on a recurring basis.

The Company believes that the carrying amounts of its cash and cash equivalents, accrued interest receivable, accounts payable, notes payable, accrued expenses and other current liabilities approximate their fair values due to their near-term maturities.

(14) Investments

The fair value and amortized cost of the Company’s available-for-sale debt securities, summarized by type of security, consisted of the following:

As of December 31, 2024

Amortized Cost

Unrealized Gains

Unrealized Losses

treasury securities

There was one security in an unrealized loss position at December 31, 2024, all of which have been in a continuous unrealized loss position for less than 12 months.

The unrealized losses on the Company’s available-for-sale debt securities as of December 31, 2024 were caused by fluctuations in market value and interest rates as a result of the economic environment.

The Company concluded that an allowance for credit losses was unnecessary as of December 31, 2024 because the decline in the market value was attributable to changes in market conditions and not credit quality, and that it is neither management’s intention to sell nor is it more likely than not that the Company will be required to sell these investments prior to recovery.

Gross realized gains and losses on the sale of short-term investments are included in other income in the Company’s consolidated statements of operations and comprehensive loss.

The Company had realized gains and losses of less than $ 1 thousand, respectively, for the year ended December 31, 2024.

These amounts are included in other income (expense) in the consolidated statements of operations.

During twelve months ended December 31, 2024, the Company recognized total net gains and losses on equity securities of $ 26 thousand , comprising of $ 53 thousand of unrealized gains on securities still held as of year-end and $ 26 thousand of realized losses on securities sold during the period.

These amounts are included in other income (expense) in the consolidated statements of operations.

No gains or losses on equity investments were recognized or realized for the year ended December 31, 2023.

Accrued interest receivable, related to the above investment securities amounted to $ 55 thousand for the year ended December 31, 2024 and are included within accrued interest receivable on the consolidated balance sheet.

There were no interest receivables as of December 31, 2023 .

(15) Income Taxes

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Rate reconciliation:

Net loss before tax

Federal income tax at statutory

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As part of the tax law changes in the Tax Act enacted in 2017, starting with tax years beginning after December 31, 2021, Congress requires taxpayers to capitalize expenditures that qualify as Section 174 research and development costs and recover them over 5 years for expenditures attributed to domestic research and 15 years for expenditures attributed to foreign research.

effective income tax rate was impacted by the Section 174 capitalization requirement combined with the restriction on net operating losses to only reduce taxable income by 80%.

The 2022 effective income tax rate was impacted by the Section 174 capitalization requirement combined with the restriction on net operating losses to only reduce taxable income by 80%.

GAAP provides that the tax effects from uncertain tax positions can be recognized in the consolidated financial statements only if the position is more likely than not of being sustained on audit, based on the technical merits of the position.

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The Company is not a party to any litigation, and, to its best knowledge, no action, suit or proceeding has been threatened against the Company which are expected to have a material adverse effect on its financial condition, results of operations or liquidity.

(19) Segment Reporting

Operating segments are defined as components of the entity for which separate financial information is made available and that is regularly evaluated by the chief operating decision maker ( CODM ) in making decisions regarding resource allocation and assessing performance.

The Company's CODM is its chief executive officer and the Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

The Company is focused on the development of a human anti-thymocyte globulin focused on preventing or delaying the progression of T1D.

The CODM assesses the Company's performance by reviewing GAAP operating expense and significant expenses by function along with the annual budget.

The chief operating decision maker considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources.

The following table is representative of the significant expense categories regularly provided to the CODM when managing the Company's single reporting segment.

A reconciliation to consolidated operating expenses as our single segment operating loss for the twelve months ended December 31, 2024 and 2023 is included in the table below:

Year Ended December 31,

Direct research and development expenses

Research and development salaries and benefits

Clinical trial expense

Lab supplies and animal care

Lab services, consulting, and other direct research costs

Contract Manufacturing

Total direct research and development expenses

Indirect research and development expenses

Share based compensation (research and development)

Total research and development expense

General and administrative expense

Administrative payroll

Professional fees and travel

Insurance, office expense, and other administrative expenses

Share based compensation (general and administrative)

Total general and administrative expenses

Total operating expense

The measure of segment assets is reported on the Consolidated Balance Sheets as Cash and cash equivalents and Short-term investments.

Long-lived assets are reported on the Consolidated Balance Sheets as Property, plant and equipment, net of accumulated depreciation and these assets are held in the U.S.

(20) Subsequent Events

Effective January 5, 2024, the Company filed articles of amendment to the Company’s articles of incorporation to affect a one-for-ten reverse split of the Company’s issued and outstanding shares of Common Stock.

All references to common stock, warrants and options to purchase common stock, including per share data and related information contained in the accompanying Consolidated Financial Statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

On January 26, 2024, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

(“Cantor”), relating to shares of our common stock.

As of the date hereof, the Company has no t offered or sold any shares of common stock pursuant to the Sales Agreement.

On January 30, 2025, the Company entered into a new lease agreement with Sanford Health for the same facility it previously leased under an agreement that expired on December 31, 2024.

The new lease is effective January 1, 2025, and provides for a lease area of 21,014 square feet with an initial five-year term ending on December 31, 2029.

Under the terms of the lease, annual rent for the leased premises is approximately $ 602 thousand, payable in equal monthly installments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures