SAB Biotherapeutics, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. 72 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 effective as of the end of the fiscal year covered by this Annual Report. Management’s Report on Internal Control over Financial Reporting Management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a- 15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP. An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. 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, 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 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. Item 9B. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . Not applicable. 73 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers The following persons are serving as our executive officers and directors: Name Age Position(s) Samuel J. Reich 50 Class III Director, Chairman of the Board and Chief Executive Officer Eddie J. Sullivan, PhD 59 Class III Director and President Christine Hamilton, MBA 69 Class III Director Jeffrey G. Spragens 83 Class II Director David Link, MBA 69 Class II Director Katie Ellias 46 Class II Director Andrew Moin 41 Class II Director William Polvino, MD 64 Class I Director Scott Giberson 56 Class I Director Erick Lucera 57 Class I Director Jay S. Skyler, MD 78 Class I Director Lucy To 39 Chief Financial Officer Christoph Bausch, PhD 54 Chief Operating Officer Alexandra Kropotova, MD 52 Chief Medical Officer Family Relationships There are no family relationships among any of our directors or executive officers. Edward Hamilton, our former Chairman, retired from such role as of the consummation of the Business Combination. Mr. Hamilton was named as a board observer in October 2021. Edward Hamilton is Christine Hamilton’s husband. Executive Officers Samuel J. Reich has served as a member of our board of directors from November 2020 and our CEO since January 2024 and was named chairman of our board of directors in October 2021, and was named Chief Executive Officer in January 2024. Mr. Reich served as our Chief Executive Officer and Chief Financial Officer from November 2020 until October 2020 prior to the closing of our Business Combination. Mr. Reich co-founded Biscayne Neurotherapeutics, Inc. in 2011 and served as its Executive Chairman until its sale to Supernus Pharmaceuticals (Nasdaq: SUPN) in October 2018. Biscayne Neurotherapeutics was focused on novel treatments for seizure disorders. Previously, Mr. Reich was the Executive Vice President of OPKO Ophthalmologics, a division of OPKO Health, Inc. (Nasdaq: OPK) from March 2007 to November 2008, where Mr. Reich served on the executive committee and lead the Ophthalmologics business division. Prior to his position at OPKO, Mr. Reich was the Founder and Executive Vice President of Acuity Pharmaceuticals, Inc., where he worked from July 2002 through March 2007, at which time Acuity Pharmaceuticals merged with OPKO Health. Mr. Reich was a doctoral candidate in the Department of Ophthalmology at the University of Pennsylvania Medical School. He left graduate school prior to the completion of his Ph.D. to establish Acuity. Prior to that, he was a graduate student at the University of Pennsylvania in the Biomedical Studies graduate program. He has authored six peer- reviewed scientific publications and is currently an inventor on sixteen issued U.S. patents and over 50 issued foreign patents. Mr. Reich holds a B.A. 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. Eddie J. Sullivan, PhD , is our co-founder and has served as our president since 2014 and our past CEO from 2014 until January 2024. Dr. Sullivan has served in biopharma leadership positions for more than 25 years. Prior to joining us, he held the CEO role or other leadership roles in our predecessor entities, including CEO of Hematech, a subsidiary of Kyowa Hakko Kirin. During that time, he led initiatives to develop infectious disease, cancer, and autoimmune immunotherapies. In addition to raising over $250 million in capital to develop biopharmaceutical platform technologies, he has also led several successful mergers and acquisitions. A recognized thought leader in antibodies and transgenic animals, Dr. Sullivan serves on the board of directors for the Biotechnology Innovation Organization (BIO) and has served on its executive committee. He 74 has worked with industry committees and discussion groups that have focused on animal biotechnology, regulatory framework, human immunotherapies, and global health threats. Dr. Sullivan was governor-appointed to South Dakota’s Research Commercialization Council and is Chairman of the state’s National Science Foundation-EPSCoR committee. 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. 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. Lucy To. , is our Chief Financial Officer as of August 2024. Ms. 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. Prior to his role as COO, he served as Chief Science Officer since joining SAB in April 2017, providing leadership in all areas of Research & Development, and functioned as drug development lead for a Stage 3 clinically advanced drug product. Dr. Bausch is an experienced research scientist, biotech entrepreneur and business development executive who has led the successful discovery, development, biomanufacturing, and commercialization of platform technologies in the life sciences. Previously, Dr. Bausch has served as founder and director of a molecular diagnostic company and has provided life science consulting for Keion Group, LLC. Dr. Bausch held several science-based business development positions prior to joining SAB, most recently for multi-billion-dollar global industrial biomanufacturing leader POET, LLC, where he structured strategic partnerships, prospected, and vetted new technologies and streamlined research and development activities. He also worked in both research and commercialization roles for Fortune 500 life science and high technology company Sigma-Aldrich, now MilliporeSigma. Dr. Bausch received his PhD in Microbiology at The Ohio State University, Columbus, Ohio, completed Post-Doctoral Training at the Stowers Institute for Medical Research, Kansas City, Missouri and earned an MBA from St. Louis University, St. Louis, Missouri, in addition to a BA in Biology from the University of Nebraska-Lincoln, Lincoln, Nebraska. Alexandra Kropotova, M.D. , is our Executive Vice President & Chief Medical Officer as of June, 2022, leading the strategy, direction, and execution of the company’s clinical development for the entire portfolio. Dr. Kropotova is a biopharmaceutical executive with expertise in all phases of global clinical development, translational medicine and medical affairs. Prior to joining SAB Biotherapeutics, as a Therapeutic Area Head of Global Specialty R&D at Teva Pharmaceuticals from April 2016 to June 2022, Alexandra led innovative drug development focused on delivering a broad portfolio of immunology, respiratory, and immuno-oncology assets spanning from pre-IND to BLA/NDA filing of biologics and complex drug-device combination products. Prior to Teva, Dr. Kropotova served in various roles at Sanofi, including Vice President, Strategy & Strategic Planning Head, North American Medical Affairs; Associate Vice President and subsequently Vice President, Immuno-Inflammation, Global R&D Clinical Development; and Senior Medical Director, Respiratory, Allergy & Anti-Infectives. She also served in various roles at Pfizer Inc., most recently as Director & Head of Global Clinical Respiratory and Analgesics. She continues to serve on the Board of Directors at iBio, a global leader in plant-based biologics manufacturing and development of novel biopharmaceuticals. Dr. Kropotova received her MBA from Ohio University Graduate School of Business, Athens, Ohio; and her M.D. in Internal Medicine from the Vladivostok State Medical University, Vladivostok, Russia. Non-Employee Directors Biographical information for Eddie J. Sullivan PhD, our President and Class III director, and Samuel J. Reich, our Chairman of the Board, Chief Executive Officer and Class III director, is set forth above in “Item 10. Executive Officers”. Christine Hamilton, MBA , is our co-founder and has served as a member of our board of directors since 2014. Ms. Hamilton is the owner and managing partner of Christiansen Land and Cattle, Ltd., a fourth-generation diversified farming and ranching enterprise. 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. Ms. Hamilton has served on the board of directors for several financial and public companies including HF Financial Corporation, Home Federal Bank (now Great Western 75 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. Ms. 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. In 2000, Ms. Hamilton and her family formed the Matson Halverson Christiansen Hamilton Foundation (MHCH), a not-for-profit foundation with a mission to improve the quality of life and create opportunities for growth and enterprise development in South Dakota. Ms. Hamilton holds a philosophy degree from Smith College in Northampton, Massachusetts, and an MBA in entrepreneurship from the University of Arizona. 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. Ms. 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. Ms. 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. Ms. Ellias has also held commercial and business development roles with Medtronic and started her career at McKinsey & Company. Ms. Ellias is currently a board member with the French-American Chamber of Commerce. She holds an M.B.A. in Healthcare Management from the Wharton School at the University of Pennsylvania and a B.A. 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. He is currently the President of AMI Expeditionary Healthcare, a private global healthcare solutions company where he has fostered global client relations at the highest levels, since March 2021. Clients include senior leadership of multiple U.S. and foreign government entities, the WHO, UN and private industry partners such as the Gates Foundation. RADM Giberson retired after 27 years as two-star admiral and as an Assistant U.S. Surgeon General, serving in a variety of senior roles with the U.S. Department of Health and Human Services from March 2010 to March 2021. RADM (rert.) Giberson served as the acting Deputy Surgeon General of the United States (2013-2014), he was the Surgeon General's principal liaison with health leadership in multiple U.S. Departments. He also held executive positions as the Senior Advisor to the Office of Surgeon General, Director of Commissioned Corps Headquarters, Chief Pharmacist of the USPHS (2010-2014), Director of the IHS National HIV/AIDS Program and Senior Public Health Advisor for Pacific Command's Center of Excellence in Disaster Management and Humanitarian Assistance (2003-2006). He served as overall Commander of the Commissioned Corps' Ebola Response in West Africa. RADM Giberson has authored numerous articles and delivered well over 100 keynote lectures on leadership, global health, and public health at numerous venues both domestically and internationally. RADM Giberson has received many awards including the Presidential Unit Citation from President Obama in the Oval Office for leadership during the West African Ebola response. The Military Officers Association of America selected him as on the of the “Top 100 Veterans in the Last 100 Years You Need to Know”. RADM Giberson is a graduate of Temple University and U. of Massachusetts/Amherst, holds a Pharmacy degree and licensure, MPH, and graduate certificate in Health Emergencies in Large Populations from the International Committee of the Red Cross. He has received three honorary Doctoral degrees (one for his pioneering work in interprofessional practice). He is also a Fellow of Wharton Business School (U. 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. David Link, MBA , has served as a member of our board of directors since 2018 and is currently Vice-Chairman. Mr. Link is the former executive vice president and chief strategy office at Sanford Health with more than three decades of experience in strategy, planning and financial operations. During his tenure, Mr. Link contributed significantly to growing the organization from a regional health system into one of the nation’s largest non-profit, integrated health care delivery systems. He was also charged with overseeing Sanford Health Plan, Sanford Foundation and research and development, including Sanford Research. Under his leadership, the initial Sanford Clinic was created as well as the development of Sanford World Clinics, an initiative designed to provide communities around the world with permanent, sustainable health care infrastructure. Currently, Dave serves as an appointed program director in the President’s Office at Dakota State University, one of the nation’s leading programs in cyber security. Dave holds board or committee positions with Enterprise 605, the South Dakota REACH Committee, South Dakota Research and Commercialization Council and Sanford Research. In 2019, he was honored for his exemplary leadership and support of the state’s bioscience industry with the LIVE Award at the South Dakota Biotech. 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. We believe Mr. Link is well qualified 76 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. Lucera served as Chief Financial Officer of AVEO Oncology, a public biotech company, and subsequent to the close of its acquisition, worked on integration with LG Chem, Ltd. 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 offerings. From 2017 to the present, Mr. Lucera has served as a member of the Board of Directors and Audit Committee Chairman of Beyond Air, a publicly held commercial-stage medical device and biopharmaceutical company developing a platform of nitric oxide generators and delivery systems. From 2021 to the present, Mr. Lucera has served as a member of the Board of Directors and Audit Committee Chairman of Bone Biologics Corporation, a publicly held company focusing on regenerative medicine therapies to treat bone disorders. From 2015 to 2016, Mr. Lucera served as Chief Financial Officer, Treasurer and Secretary of VIVENTIA Bio, acquired by Eleven Biotherapeutics, Inc., now Sesen Bio, a biotechnology company focused on developing targeted protein therapeutics for the treatment of cancer. Early in his career, Mr. Lucera spent more than 15 years covering healthcare and the life sciences in investment management. Given Mr. Lucera’s extensive experience in strategic planning and finance, we believe that Mr. 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. Mr. Moin is a Partner and Analyst at Sessa Capital, a New York based investment advisor registered with the SEC. Mr. Moin has been with Sessa since 2012, where he works on idea generation, research, and investment implementation. Prior to Sessa, from 2008-2012, Mr. Moin was in the Tax Group at Sullivan & Cromwell LLP, where he advised corporate and other clients on a variety of transactions. In the non-profit realm, Andrew has served on the Young Leadership Committee of the New York City Chapter of the JDRF and was Chair of the Board of Trustees at the Great Neck Community School. Andrew received a B.A. 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.. Dr. William J. Polvino, MD , has served as a member of our board of directors since 2019, after having served as our business advisor for several years. Dr. Polvino is pharmaceutical entrepreneur with more than 25 years of experience in the healthcare arena. 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. Polvino was president and chief executive officer of Veloxis Pharmaceuticals A/S (NASDAQ-OMX: VELO), a public biotechnology company that deployed proprietary formulation technology to develop and commercialize an innovative oral drug product for transplant patients. He also served as president and CEO of Helsinn Therapeutics (formerly Sapphire Therapeutics) and has held executive and senior-level positions in drug development at Merck, Wyeth and Theravance. Dr. Polvino earned his medical degree from Rutgers Medical School and a B.S. in Biology from Boston College. 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. Jeffrey G. Spragens has served as a member of our board of directors since November 2020. From 2005 through 2013, Mr. Spragens was a Co-Founder and the CEO of SafeStitch Medical, Inc., a medical device company that pioneered incisionless surgery techniques that helps to relieve GERD and obesity. In 2013, SafeStitch merged with TransEnterix, Inc. (NYSE: TRXC). In addition, Mr. Spragens was one of the three founding board members of North American Vaccine, which became a publicly traded company in 1990. At North American Vaccine, Mr. Spragens was responsible for securing initial financing and building a commercial manufacturing facility. Mr. Spragens was instrumental in North American Vaccine’s acquisition by Baxter International (NYSE: BAX) in 1999. Mr. Spragens has also been a successful real estate developer and entrepreneur. Mr. Spragens was President of FCH services from 1973 until 1986. FCH developed and managed units of coop and condo housing financed with HUD financing with offices in several major cities. In 1986, Mr. Spragens converted to condo ownership 1,000 apartment units in San Mateo, California, resulting in one of the largest residential projects in California at that time. Mr. Spragens was Managing Partner of Gateway Associates, Inc. from 1990 to 2000. In addition, Mr. Spragens is President and 50% owner of Mint Management Company, a residential property management company he co-founded in 1987, which develops, owns and operates apartment units in New Jersey, Michigan and Kansas. Mr. Spragens developed and continues to own and operate Inman Grove Shopping Center in Edison, New Jersey. Mr. Spragens is also a well-known and respected philanthropist. Mr. Spragens is a Founding Board Member and Treasurer of Foundation for Peace. 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 77 underserved children and adults in developing countries. Mr. 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. Dr. Jay S. Skyler, MD, has served as a member of our board of directors since May 2024. Dr. 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. Dr. 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. Dr. 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. in 2001. From 2002 to 2023, Dr. Skyler served on the board of directors of DexCom, Inc. (NASDAQ: DXCM), a publicly traded medical device company. Dr. Skyler has served on the board of directors of Applied Therapeutics, Inc. (NASDAQ: APLT), a publicly-traded clinical-stage biopharmaceutical company, since April 2019. Dr. 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 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. Under the Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of our board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities. 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, 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 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; • each Class II director having a term that expires immediately following our annual meeting of stockholders for the calendar year ended December 31, 2026; and • each Class III director having a term that expires immediately following our annual meeting of stockholders for the calendar year ended December 31, 2027 or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death. 78 Messrs. 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, 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. The authorized size of the board of directors will be fixed exclusively by resolutions of the board of directors. The authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the board of directors may have the effect of delaying or preventing changes in its control or management. Our board of directors may be removed for cause by the affirmative vote of the holders of at least 66 2/3% of its voting stock . Board Meetings 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 Our board of directors has three standing committees: 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 . Audit Committee On October 22, 2021, we established an audit committee of the board of directors. Erick Lucera, William Polvino, and Jeffrey Spragens serve as members of the audit committee, with Erick Lucera serving as the Chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Mr. Lucera, Dr. Polvino, and Mr. 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 four meetings during 2024. Each member of the audit committee is financially literate, and our board of directors has determined that each Mr. Lucera and Mr. Spragens qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We adopted a restated audit committee charter on October 22, 2021 which details the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii)all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; 79 • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • 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, Erick Lucera and Katie Ellias serve as members of the compensation committee. Christine Hamilton serves as the Chairwoman of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Mr. Lucera, Ms. Ellias and Ms. Hamilton are independent. 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: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance considering such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving on an annual basis the compensation, if any is paid by us, of all our other officers; • reviewing on an annual basis our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and Form 10-K disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; • if required, producing a report on executive compensation to be included in our annual proxy statement; and • reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors. 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. 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. 80 Nominating Committee On October 22, 2021, we established a nominating committee of the board of directors. 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. Each of Mr. Link, Mr. 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: • screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors’ candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; • developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; and • reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The nominating committee will consider several qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. 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 2024, there were seven meetings of independent directors. Director Nominations The process of recommending director nominees for selection by the board of directors is undertaken by the nominating committee (see above). The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws. 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. 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://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. 777 W 41st St. Suite 401 Miami Beach, FL 33140 Attn: Corporate Secretary 81 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 The Board’s Role The Board’s role in the Company’s risk oversight process includes receipt and review of scheduled and ad hoc reports from members of the executive management team which relate to areas of actual or potential material risk to the Company, including but not limited to, operational, financial, legal, regulatory, strategic, transactional and reputational risks. The full Board receives these reports from the appropriate “risk owner” within the organization to enable each member of the Board to understand our risk identification, risk management and risk mitigation strategies. Risk Assessment in Compensation Policies and Practices for Employees The Compensation Committee reviewed the elements of our compensation policies and practices for all of our employees, including our named executive officers, to evaluate whether risks that may arise from such compensation policies and practices are reasonably likely to have a material adverse effect on our Company. The Compensation Committee has concluded that the following current features of our compensation programs guard against excessive risk-taking: • compensation programs provide a balanced mix of short-term and longer-term incentives; • base salaries are consistent with employees’ duties and responsibilities; • cash incentive awards are capped by the Compensation Committee; • cash incentive awards are tied to corporate performance goals, as well as individual performance goals; • vesting periods for equity awards encourage executives to focus on sustained stock price appreciation; • our clawback policy provides our Board the ability to recoup any erroneously awarded performance-based compensation from executive officers on account of intentional misconduct; and • our robust stock ownership guidelines for executive officers provide alignment with stockholder interests. The Compensation Committee believes that, for all of our employees, including our named executive officers, our compensation programs do not lead to excessive risk-taking and instead encourage behavior that supports sustainable value creation. We believe that risks that may arise from our compensation policies and practices for our employees, including our named executive officers, are not reasonably likely to have a material adverse effect on our Company. Item 11. Executive Compensation. The following is a discussion and analysis of compensation arrangements of the Company’s named executive officers. This discussion may contain forward-looking statements that are based on the Company’s current plans, considerations, expectations and determinations regarding future compensation programs. The actual compensation programs that the Company adopts may differ materially from the currently planned programs that are summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. 82 Summary Executive Compensation Table The following table sets forth information regarding the compensation awarded to, earned by or paid to Our named executive officers for the fiscal years ended December 31, 2024 and 2023. Salary Option Awards (1) Stock Awards (2) Non-Equity Incentive Plan Compensation All Other Compensation Total Name and Principal Position Year ($) ($) ($) ($) ($) ($) Samuel J. Reich (3) 2024 518,300 1,800,690 — 250,000 13,800 2,582,790 Chairman of the Board of Directors and Chief Executive Officer 2023 350,000 202,598 — — 13,200 565,798 Eddie J. Sullivan, PhD. (4) 2024 480,900 852,773 — 250,000 13,482 1,597,155 President 2023 377,200 202,598 — — 25,359 605,157 Alexandra Kropotova, MD (5) 2024 540,100 554,050 — 236,250 13,800 1,344,200 EVP, Chief Medical Officer 2023 525,000 — 147,125 236,250 13,200 921,575 Lucy To (6) 2024 164,400 239,300 — — 731 404,431 EVP, Chief Financial Officer 2023 — — — — — — Christoph Bausch, PhD (7) 2024 412,200 622,162 — 150,000 12,385 1,196,747 EVP, Chief Operating Officer 2023 325,000 106,123 — 105,000 13,200 549,323 (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 consolidated financial statements for the year ended December 31, 2024 set forth in this Annual Report. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented . (2) Represents the aggregate grant date fair value of restricted stock units granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Restricted stock units are valued at market price of the Company’s common stock at the closing price at the date of grant. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented . (3) 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. 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 52,500 shares of our common stock at an exercise price of $5.35 per share, the closing price of our common stock on March 14, 2023. 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. 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 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. 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. “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 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. 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 52,500 shares of common stock at an exercise price of $5.35 per share, the closing price of our common stock on March 14, 2023. 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. 83 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. (5) On June 6, 2022 we granted Alexandra Kropotova 300,000 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 in 36 equal monthly installments thereafter. On March 14, 2023 we granted Dr. 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. We granted Dr. 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. (6) Ms. 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. Bausch a stock option to purchase up to 27,487 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. 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 27,500 shares of common stock at an exercise price of $5.35 per share, the closing price of our common stock on March 14, 2023. 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 $2.90 per share, the closing price of our common stock on July 15, 2024. The shares subject to this stock option vest 25% one the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. “All Other Compensation” includes only employer matching contributions under our 401(k) plan. 84 Outstanding Equity Awards at Fiscal 2024 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2024. Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Exercisable Market Value of Shares or Units of Stock That Have Not Vested ($) Samuel J. Reich 35,000 — 111.70 11/16/2031 — — 700 — 17.80 3/15/2032 — — 29,531 22,969 [1] 7.11 9/12/2032 — — 22,968 29,532 [2] 5.35 3/13/2033 — — — 434,000 [3] 5.17 2/20/2034 — — — 35,700 [4] 2.90 7/15/2034 — — Eddie J. Sullivan, PhD. 2,326 — 26.90 4/26/2030 — — 2,121 — 17.80 3/15/2032 — — 1,968 1,532 [5] 7.11 9/12/2032 — — 22,968 29,532 [6] 5.35 3/13/2033 — — — 190,000 [7] 5.17 2/20/2034 — — 46,528 — 5.40 7/15/2034 — — — 4,447 [8] 2.90 7/15/2034 — — Alexandra Kropotova, MD 1,031 801 [9] 7.11 9/12/2032 — — — 140,000 [10] 5.17 2/20/2034 — — 11,250 [11] 42,685 15,466 [11] 58,681 Lucy To — 125,000 [12] 2.35 8/12/2034 — — Christoph Bausch, PhD 10,468 — 10.70 3/12/2027 — — 8,142 — 10.70 3/12/2027 — — 6,979 — 10.70 3/12/2028 — — 1,163 — 26.90 4/26/2030 — — 2,497 — 17.80 3/15/2032 — — 15,461 12,026 [13] 7.11 9/12/2032 — — 12,031 15,469 [14] 5.35 3/13/2033 — — — 140,000 [15] 5.17 2/20/304 — — — 29,249 [16] 2.90 7/15/2034 — — 85 (1) 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. (2) 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. (3) 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. (4) 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. (5) 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. (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. (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 Below are descriptions of the current employment agreements with our named executive officers. Samuel J. Reich On November 17, 2021, we entered into an Executive Employment Agreement with Mr. 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. Reich an annual base salary of $525,000, and his eligibility to participate in the Company’s benefit plans generally. The agreement also subjects Mr. Reich to standard nondisclosure, invention assignment, and arbitration provisions. If Mr. 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 86 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 . Eddie J. Sullivan On March 5, 2024, we entered into an Executive Employment Agreement with Dr. Sullivan to continue to serve as our President. The agreement provides Dr. Sullivan an annual base salary of $485,000, and his eligibility to participate in the Company’s benefit plans generally. The agreement also subjects Dr. Sullivan to standard nondisclosure, invention assignment, and arbitration provisions. If Dr. Sullivan’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, Dr. Sullivan 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 Dr. Sullivan, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve month period from the date of termination. Alexandra Kropotova On May 20, 2022, we entered into an Executive Employment Agreement with Dr. Kropotova to serve as our Executive Vice President – Chief Medical Officer. The agreement provides Dr. Kropotova an annual base salary of $540,750, and her eligibility to participate in the Company’s benefit plans generally. The agreement also subjects Dr. Kropotova to standard nondisclosure, invention assignment, and arbitration provisions. If Dr. Kropotova’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 her employment is not renewed, Dr. Kropotova will receive: (i) a severance payment equal to one year of her 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) one hundred percent of her 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. 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. Lucy To 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 On March 5, 2024, we entered into an Executive Employment Agreement with Dr. Bausch to continue to serve as our Chief Operating Officer. The agreement provides Dr. Bausch an annual base salary of $425,000, and his eligibility to participate in the Company’s benefit plans generally. The agreement also subjects Dr. Bausch to standard nondisclosure, invention assignment, and arbitration provisions. If Dr. Bausch’s employment is terminated by the Company without Cause (as defined in the employment agreement) (other than for death or disability) or the term of his employment is not renewed, Dr. Bausch will receive: (i) a severance payment equal to one year of his then base salary, payable in a lump sum five business days after his release becomes final, (ii) the applicable accrued but unpaid annual bonus, if any, for the fiscal year ended prior to his date of termination, payable at the same time annual bonuses for such fiscal year are paid to other key executives of the Company, (iii) one hundred percent of his outstanding unvested equity awards as of the date of termination will be fully vested and exercisable, and (iv) reimbursement of the COBRA premiums, if any, for continuation coverage for Dr. Bausch, 87 his spouse and dependents under the Company’s group health, dental and vision plans for a twelve month period from the date of termination. Summary Director Compensation Table The following table sets forth information regarding the compensation awarded to, earned by or paid to our non-employee directors for the fiscal year ended December 31, 2024. Fees Earned or Paid in Cash Option Awards (1) Stock Awards (2) Total Name ($) ($) ($) ($) Christine Hamilton, MBA 32,000 78,450 — 110,450 Jeffrey G. Spragens 31,417 45,822 — 77,239 David Link, MBA 31,417 67,141 — 98,558 Katie Ellias 5,833 174,619 — 180,452 William Polvino, MD 31,417 77,801 — 109,218 Scott Giberson 30,250 45,822 — 76,072 Erick Lucera 35,500 45,822 — 81,322 Andrew Moin — — — — Jay Skyler, MD 17,000 127,012 — 144,012 (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, 2024 set forth in this Annual Report. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented. (2) Represents the aggregate grant date fair value of restricted stock units granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Restricted stock units are valued at market price of the Company’s common stock at the closing price at the date of grant. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented. Narrative to Director Compensation Table Our director compensation policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Annual Cash Compensation 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 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. 88 Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers. 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 The table below reflects, as applicable, amounts payable to our current named executive officers in connection with a termination by the Company without cause, by the executive for good reason, or upon non-renewal by the Company in the event of a change in control. For purposes of our agreements with our named executive officers, “cause” means, in the judgement of the Company: (i) executive engages in any act or omission which is in bad faith and to the detriment of the Company; (ii) executive willfully and materially violates any of the Company’s then-current policies and procedures; (iii) executive’s willful failure to perform his or her duties under the employment agreement; (iv) executive exhibits unfitness for service, dishonesty, habitual neglect, persistent and serious deficiencies in performance, or incompetence; (v) executive is convicted of, or there is an entry of guilty (or a nolo contender) plea by executive to, a crime (other than a minor traffic violation); (vi) executive materially breaches provision of the agreement related to nondisclosure, assignment of inventions and/or non-solicitation; or (vii) executive refuses or fails to act on any reasonable or lawful directive or order from the Board or executive's supervisor. A summary of the potential payments that each of our current named executive officers would have received upon the occurrence of these events, assuming that each triggering event occurred on December 31, 2024, is set forth below. Salary Equity Perquisites / Benefits Other Total Name and Principal Position ($) ($) ($) ($) ($) Samuel J. Reich 525,000 — — — 525,000 Chairman of the Board of Directors and Chief Executive Officer Eddie J. Sullivan, PhD. 485,000 — — — 485,000 President Alexandra Kropotova, MD 540,750 — — — 540,750 EVP, Chief Medical Officer Lucy To 475,000 — — — 475,000 EVP, Chief Financial Officer Christoph Bausch, PhD 425,000 — — — 425,000 EVP, Chief Operating Officer Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our common stock as of March 21, 2025 , by: • each person known to be the beneficial owner of more than 5% of our outstanding common stock; • each of our executive officers and directors; and • all of our executive officers and directors as a group. 89 Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days. Shares subject to options that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. 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 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. Shares of common stock subject to warrants, options or rights currently exercisable, or exercisable within 60 days of March 21, 2025 are counted as beneficially owned. Shares Beneficially Owned (1) Beneficial Owner Common Stock Percent Series A-2 Preferred Stock Percent Percent of Total Voting Power Executive Officers and Directors Christine Hamilton (2) 883,568 9.44 % — * % 5.51 % Eddie J. Sullivan, PhD (3) 660,391 7.01 % — * % 4.1 % Samuel J. Reich (4) 303,385 3.19 % — * % 1.87 % Jeffrey G. Spragens (5) 49,789 * % — * % * % William Polvino, MD (6) 13,958 * % — * % * % David Link, MBA (7) 20,394 * % — * % * % Scott Giberson (8) 2,362 * % — * % * % Erick Lucera (9) 1,736 * % — * % * % Andrew Moin (10) 458,457 4.94 % 28,380 67.54 % 31.1 % Katie Ellias — * % — * % * % Jay S. Skyler, MD (11) 11,666 * % — * % * % Alexandra Kropotova (12) 69,757 * % — * % * % Lucy To — * % — * % * % Christoph Bausch (13) 103,301 1.1 % — * % * % All directors and executive officers as a group (14 persons) 2,578,764 25.97 % 28,380 67.54 % 42.67 % Other 5% Stockholders Entities affiliated with BVF Partners (14) 917,826 9.88 % 12,217 29.07 % 17.9 % Entities Managed by RTW Investments, LP (15) 1,024,335 9.99 % — * % 6.03 % * Represents beneficial ownership of less than one percent (1%). (1) Except as indicated in these footnotes: (i) each person named in this table has sole voting and investment power with respect to all shares of Common Stock and Series A Preferred Stock beneficially owned by such person; (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 15,958,545 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”). 90 (2) Consists of (i) 499,308 shares of common stock held by Ms. Hamilton; (ii) 17,424 shares of common stock held as a co-owner by Ms. Hamilton with her spouse, Dr. Edward Hamilton; (iii) 290,901 shares of common stock held by Ms. Hamilton’s spouse, Dr. Edward Hamilton; (iv) 2,500 shares held by Christiansen Investments; (v) 8,298 shares of common stock underlying warrants that are exercisable within 60 days of March 21, 2025; (vi) 20,935 shares of common stock underlying stock options held by Ms. Hamilton exercisable within 60 days of March 21, 2025; and (vii) 44,202 shares of common stock underlying stock options held by her spouse, Dr. Edward Hamilton, exercisable within 60 days of March 21, 2025. Ms. Hamilton is a control person with voting and dispositive power over shares of Christiansen Investments and is deemed to have beneficial ownership of the shares held by Christiansen Investments. Ms. Hamilton disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein, directly or indirectly. (3) Consists of (i) 523,230 shares of common stock held by Dr. Sullivan; and (ii) 137,161 shares of common stock underlying stock options held by Dr. Sullivan exercisable within 60 days of March 21, 2025. (4) Consists of (i) 21,800 shares of common stock held by Mr. Reich; (ii) 100 shares of common stock held jointly by Mr. Reich and Mr. Reich’s spouse; (iii) 54,769 of shares of common stock held by Big Cypress Holdings, LLC that are subject to vesting during a period of up to five years after October 22, 2021, which is the Business Combination Closing Date; (iv) 996 shares of common stock underlying warrants that are currently exercisable; and (v) 225,720 shares of common stock underlying stock options held by Mr. Reich exercisable within 60 days of March 21, 2025. Mr. Reich is a managing member with voting and dispositive power over shares of Big Cypress Holdings, LLC and is deemed to have beneficial ownership of the shares held by Big Cypress Holdings, LLC. Mr. Reich disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, directly or indirectly. (5) Consists of (i) 39,498 shares of common stock held by Mr. Spragens; and (ii) 10,291 shares of common stock underlying warrants that are currently exercisable. (6) Consists of 13,958 shares of common stock underlying stock options held by Dr. Polvino exercisable within 60 days of March 21, 2025. (7) Consists of (i) 5,731 shares of common stock held by Mr. Link; (ii) 1,209 of shares of common stock held by Iron Horse Investments, LLC; (iii) 4,149 shares of common stock underlying warrants that are currently exercisable; and (iv) 9,305 shares of common stock underlying stock options held by Mr. Link exercisable within 60 days of March 21, 2025. Mr. Link is a control person with voting and dispositive power over shares of Iron Horse Investments, LLC and is deemed to have beneficial ownership of the shares held by Iron Horse Investments, LLC. Mr. Link disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, directly or indirectly. (8) Consists of 2,362 shares of common stock underlying stock options held by Mr. Giberson exercisable within 60 days of March 21, 2025. (9) Consists of 1,736 shares of common stock underlying stock options held by Mr. Lucera exercisable within 60 days of March 21, 2025. (10) Andrew Moin, an Analyst and Partner with Sessa Capital, is a member of the board of directors of the Company. Sessa Capital (Master), L.P. and its affiliates beneficially own the securities listed in the table above, and Mr. Moin disclaims beneficial ownership of such securities. Sessa is subject to a 4.99% blocker. (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. Kropotova; (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. Bausch exercisable within 60 days of March 21, 2025. (14) Based partially on a Schedule 13G filed with the SEC on December 4, 2023. Represents an aggregate of (i) 917,826 shares of Common Stock and (ii) 12,217 shares of the Company’s Series A-2 Preferred Stock which are convertible into an aggregate of 1,939,204 shares of Common Stock. These securities are beneficially owned by Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS LP, and MSI BVF SPV, LLC (collectively, the “BVF Funds”). The BVF Funds are subject to a 9.99% blocker. The address of the BVF Funds is 44 Montgomery St., 40th Floor San Francisco, California 94104. (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 91 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”). RTW Investments, LP (“RTW”), in its capacity as the investment manager of the RTW Funds, has the power to vote and the power to direct the disposition of the shares held by the RTW Funds. Accordingly, RTW may be deemed to be the beneficial owner of such securities. Roderick Wong, M.D., as the Managing Partner of RTW, has the power to direct the vote and disposition of the securities held by RTW. Dr. Wong disclaims beneficial ownership of the shares held by the RTW Funds, except to the extent of his pecuniary interest therein. The address and principal office of RTW Investments, LP is 40 10th Avenue, Floor 7, New York, NY 10014, and the address of Dr. Wong and each of the RTW Funds is c/o RTW Investments, LP, 40 10th Avenue, Floor 7, New York, NY 10014. The RTW Funds are subject to a 9.99% blocker. Equity Compensation Plan Information 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 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: (a) (b) (c) Number of Securities to be Issued Upon Exercise of Outstanding Options and Awards Weighted-average exercise price of outstanding securities ($) Number of securities remaining available for future issuance under equity compensation plans (1) Equity compensation plans approved by security holders (2) 2,697,452 $ 5.85 2,867,023 Equity compensation plans not approved by security holders (3) 301,860 $ 17.05 426,790 Total 2,999,312 $ 14.08 3,193,813 (1) Excluding securities reflected in column (a). (2) Consists of our 2021 Plan and our ESPP. (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). Item 13. Certain Relationships and Related Transactions, and Director Independence. 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 We have entered into indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to us or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law. 92 Policies and Procedures for Transactions with Related Parties 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. In considering related person transactions, the Company’s audit committee will take into account the relevant available facts and circumstances including, but not limited to: • the related person’s interest in the related person transaction; • the approximate dollar value of the amount involved in the related person transaction; • the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; • whether the transaction was undertaken in the ordinary course of business of the Company; • whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party; • the purpose of, and the potential benefits to the Company of, the transaction; and • any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. The Related Party Transaction Policy requires that, in determining whether to approve, ratify or reject a related person transaction, the audit committee must review all relevant information available to it about such transaction, and that it may approve or ratify the related person transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the best interests of the Company. Item 14. Principal Accounting Fees and Services. The following table represents aggregate fees billed to the Company for the fiscal year ended December 31, 2024 by EisnerAmper LLP (“EisnerAmper”), the Company’s independent registered public accounting firm. (US Dollars) 2024 2023 Audit fees $ 316,650 $ 299,687 Audit-related fees — — Tax fees — — All other fees — — Total $ 316,650 $ 299,687 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. Pre-Approval Policies and Procedures The Audit Committee has adopted a policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The policy generally provides that we will not engage our independent registered public accounting firm (EisnerAmper) to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the policy (“general pre-approval”). Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval under the policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of 93 pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. 94 PART IV Item 15. 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 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. (3) Exhibits: Exhibit Number Description Schedule/ Form File No. Exhibit Filing Date 1.1 Controlled Equity Offering℠ Sales Agreement, dated as of January 26, 2024 by and between Cantor Fitzgerald & Co. and SAB Biotherapeutics, Inc. 8-K 001-39871 1.1 January 26, 2024 2.1+ Agreement and Plan of Merger, dated as of June 21, 2021, by and among Big Cypress Acquisition Corp., Big Cypress Merger Sub Inc, SAB Biotherapeutics, Inc., and Shareholder Representative Services LLC as the Stockholders’ Representative 8-K 001-39871 2.1+ October 28, 2021 2.2+ First Amendment to Agreement and Plan of Merger, dated August 12, 2021, by and among Big Cypress Acquisition Corp. and SAB Biotherapeutics, Inc. 8-K 001-39871 2.2 October 28, 2021 3.1 Amended and Restated Certificate of Incorporation. 8-K 001-39871 3.1 October 28, 2021 3.2 Amended and Restated Bylaws. 8-K 001-39871 3.2 October 28, 2021 3.3 Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock 8-K 001-39871 3.1 October 2, 2023 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 8-K 001-39871 3.1 November 22, 2023 3.5 Certificate of Amendment to the Certificate of Incorporation, as amended and restated, dated January 2, 2024 8-K 001-39871 3.1 January 3, 2024 4.1 Specimen common stock Certificate of Registrant. S-1/A 333-258869 4.2 January 4, 2021 4.2 Specimen Warrant Certificate of Registrant (incorporated by reference to Exhibit 4.3 of Form S-1/A.) S-1/A 333-258869 4.3 January 4, 2021 4.3 Form of Warrant Agreement between Registrant and Continental Stock Transfer & Trust Company. S-1/A 333-258869 4.4 January 4, 2021 4.4 Form Warrant 10-Q 001-39871 4.1 May 15, 2023 4.5 Description of Registrant’s Securities 10-K 001-39871 4.5 March 29, 2024 4.6 Form of Preferred Tranche A Warrant 8-K 001-39871 4.1 October 2, 2023 4.7 Form of Preferred Tranche B Warrant 8-K 001-39871 4.2 October 2, 2023 4.8 Form of Preferred Tranche C Warrant 8-K 001-39871 4.3 October 2, 2023 10.1 Amended and Restated Registration Rights Agreement. 8-K 001-39871 10.1 October 28, 2021 10.2¥ Employment Agreement, dated March 1, 2021, by and between SAB Biotherapeutics, Inc. and Eddie J. Sullivan. 8-K 001-39871 10.2¥ October 28, 2021 10.3¥ Executive Employment Agreement, dated November 17, 2021, by and between SAB Biotherapeutics, Inc. and Samuel J. Reich 8-K 001-39871 10.1 November 19, 2021 95 10.4* Form of Indemnification Agreement. 10.5¥ SAB Biotherapeutics, Inc. 2021 Omnibus Equity Incentive Plan. 8-K 001-39871 10.7 October 28, 2021 10.6¥ 2021 Omnibus Equity Incentive Plan, as amended 10-Q 001-39871 10.2 August 8, 2024 10.7 Form of Securities Subscription Agreement, dated November 12, 2020, between BCYP and Big Cypress Holdings LLC. S-4 333-258869 10.3 September 22, 2021 10.8 Securities Purchase Agreement, dated December 7, 2020, between BCYP and Ladenburg Thalmann & Co. Inc. and certain of its employees. S-4 333-258869 10.4 September 22, 2021 10.9 Placement Unit Subscription Agreement dated January 11, 2021 between the Company and Big Cypress Holdings LLC. S-4 333-258869 10.5 September 22, 2021 10.10 BCYP Stockholders Support Agreement. S-4 333-258869 10.7 September 22, 2021 10.11 SAB Stockholders Support Agreement. S-4 333-258869 10.8 September 22, 2021 10.12¥ Executive Employment Agreement, dated May 20, 2022, by and between SAB Biotherapeutics, Inc. and Alexandra Kropotova 10-K 001-39871 10.5 April 14, 2023 10.13 Third Amendment to Amended and Restated Lease Agreement 10-K 001-39871 10.14 April 14, 2023 10.14 Fourth Amendment to Amended and Restated Lease Agreement 8-K 001-39871 10.1 October 13, 2022 10.15+ Manufacturing Option Agreement, dated October 26, 2022 8-K 001-39871 10.1 November 1, 2022 10.16+ Right of First Refusal Agreement, dated October 26, 2022 8-K 001-39871 10.2 November 1, 2022 10.17 Securities Purchase Agreement dated December 6, 2022, by and between the Company and the purchasers thereto 8-K 001-39871 10.1 December 12, 2022 10.18 Form of Securities Purchase Agreement, dated September 29, 2023 by and among SAB Biotherapeutics, Inc. and the purchasers named therein 8-K 001-39871 10.1 October 2, 2023 10.19¥ Legacy SAB Biotherapeutics, Inc. 2014 Equity Incentive Plan S-8 333-277314 99.2 February 23, 2024 10.20¥ Executive Employment Agreement between SAB Biotherapeutics, Inc. and Eddie J. Sullivan, dated March 5, 2024 8-K 001-39871 10.1 March 8, 2024 10.21¥ Executive Employment Agreement between SAB Biotherapeutics, Inc. and Christoph Bausch, dated March 5, 2024 8-K 001-39871 10.2 March 8, 2024 10.22¥ Employment Agreement between SAB Biotherapeutics, Inc. and Mark Conley dated November 6, 2023 8-K 001-39871 10.1 May 31, 2024 10.23¥ Employment Agreement between SAB Biotherapeutics, Inc. and Lucy To dated July 26, 2024 8-K 001-39871 10.1 July 31, 2024 10.24*** Lease Agreement between SAB Biotherapeutics, Inc. and Sanford Health, dated February 1, 2025 8-K 001-39871 10.1 February 5, 2025 16.1 Letter from Mayer Hoffman McCann P.C. to the Securities and Exchange Commission dated July 31, 2023 8-K 001-39871 16.1 July 31, 2023 19.1* Insider Trading Policy 21.1* List of Subsidiaries 23.1* Consent of EisnerAmper LLP 24.1* Power of Attorney (included on a signature page of the initial filing of this Annual Report) 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under 96 the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* 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. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 SAB Biotherapeutics, Inc. Clawback Policy 10-K 001-39871 97.1 March 29, 2024 101.INS 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. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * 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. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. ¥ Denotes management contract or any compensatory plan, contract or arrangement. Item 16. Form 10-K Summary None. 97 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . SAB BIOTHERAPEUTICS, INC. Date: March 28, 2025 By: /s/ Samuel J. Reich Samuel J. Reich Chair and Chief Executive Officer The undersigned officers and directors of SAB Biotherapeutics, Inc., hereby severally constitute and appoint Samuel J. 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, 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. Name Title Date /s/ Samuel J. Reich Chair and Chief Executive Officer March 28, 2025 Samuel J. Reich (Principal Executive Officer) /s/ Lucy To Chief Financial Officer March 28, 2025 Lucy To (Principal Financial Officer and Principal Accounting Officer) /s/ Eddie J. Sullivan, PhD President and Director March 28, 2025 Eddie J. Sullivan, PhD /s/ Katie Ellias Director March 28, 2025 Katie Ellias /s/ Christine Hamilton, MBA Director March 28, 2025 Christine Hamilton, MBA /s/ Scott Giberson, RPh, MPH, D.Sc. Director March 28, 2025 Scott Giberson, RPh, MPH, D.Sc. /s/ David Link, MBA Director March 28, 2025 David Link, MBA /s/ Erick Lucera Director March 28, 2025 Erick Lucera /s/ Andrew Moin Director March 28, 2025 Andrew Moin /s/ William Polvino, MD Director March 28, 2025 William Polvino, MD /s/ Jay Skyler, MD Director March 28, 2025 Jay Skyler, MD /s/ Jeffrey G. Sprains Director March 28, 2025 Jeffrey G. Spragens 1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 274) F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 3 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023 F- 4 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 F- 6 Notes to Consolidated Financial Statements F- 7 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of SAB Biotherapeutics, Inc. Opinion on the Financial Statements 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 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 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 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 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 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 We have served as the Company’s auditor since 2023. EISNERAMPER LLP Iselin, New Jersey March 28, 2025 F- 2 SAB Biotherapeutics, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents $ 8,897,966 $ 56,566,066 Short-term investments 11,862,746 — Accrued interest receivable 54,955 — Prepaid expenses and other current assets 2,976,562 2,340,797 Total current assets 23,792,229 58,906,863 Deferred issuance cost 261,105 — Long-term prepaid assets 220,997 350,230 Operating lease right-of-use assets 970,294 1,277,982 Financing lease right-of-use assets 3,582,835 3,669,659 Property, plant and equipment, net 15,368,009 19,736,519 Total assets $ 44,195,469 $ 83,941,253 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 1,694,722 $ 945,927 Notes payable 275,849 1,050,849 Operating lease liabilities, current portion 393,430 669,946 Finance lease liabilities, current portion 142,563 132,004 Deferred grant income — 1,322,410 Accrued expenses and other current liabilities 5,473,036 6,692,181 Total current liabilities 7,979,600 10,813,317 Operating lease liabilities, noncurrent 581,148 635,777 Finance lease liabilities, noncurrent 3,275,919 3,418,483 Warrant liabilities 6,389,226 11,774,235 Total liabilities 18,225,893 26,641,812 Commitments and contingencies (Note 18) Stockholders’ equity Preferred stock; $ 0.0001 par value; 10,000,000 shares authorized, 42,019 and 42,236 shares issued and outstanding at December 31, 2024 and 2023 5 5 Common stock; $ 0.0001 par value; 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 935 929 Treasury stock, at cost; 54,665 shares held at December 31, 2024 and 2023, respectively ( 5,521,246 ) ( 5,521,246 ) Additional paid-in capital 155,794,142 152,856,874 Accumulated other comprehensive income (loss) ( 135,410 ) 26,420 Accumulated deficit ( 124,168,850 ) ( 90,063,541 ) Total stockholders’ equity 25,969,576 57,299,441 Total liabilities and stockholders’ equity $ 44,195,469 $ 83,941,253 * The consolidated balance sheets' common stock share amounts have been retroactively adjusted to account for the Company's 1:10 Reverse Stock Split, effective January 5, 2024. See accompanying notes to the consolidated financial statements. F- 3 SAB Biotherapeutics, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Loss For The Year Ended December 31, 2024 2023 Revenue Grant revenue $ 1,322,410 $ 2,238,991 Total revenue 1,322,410 2,238,991 Operating expenses Research and development 30,251,667 16,515,005 General and administrative 13,981,263 23,799,306 Total operating expenses 44,232,930 40,314,311 Loss from operations ( 42,910,520 ) ( 38,075,320 ) Other income (expense) Changes in fair value of warrant liabilities 5,385,009 ( 4,823,237 ) Interest expense ( 318,401 ) ( 315,284 ) Interest income 1,285,998 584,966 Other income 2,452,605 435,089 Total other income (expense) 8,805,211 ( 4,118,466 ) Net loss $ ( 34,105,309 ) $ ( 42,193,786 ) Other comprehensive income (loss): Unrealized gain, change in fair value of available-for-sale securities, net of tax $ 647 $ — Foreign currency translation ( 162,477 ) 26,420 Total comprehensive loss $ ( 34,267,139 ) $ ( 42,167,366 ) Loss per common share attributable to the Company’s shareholders Basic and diluted loss per common share $ ( 3.68 ) $ ( 7.64 ) Weighted-average common shares outstanding – basic and diluted 9,261,918 5,521,487 *The consolidated statements of operations and comprehensive loss's share and per share amounts have been retroactively adjusted to account for the Company's 1:10 Reverse Stock Split, effective January 5, 2024. See accompanying notes to the consolidated financial statements. F- 4 SAB Biotherapeutics, Inc. and Subsidiaries Consolidated Statements of Changes In Stockholders’ Equity For the years ended December 31, 2024 and 2023 Common stock Preferred Stock Treasury Stock Shares Amount Shares Amount Additional Paid-In Capital Shares Amount Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance at December 31, 2022 5,093,927 $ 510 — $ — $ 84,448,633 ( 54,665 ) $ ( 5,521,246 ) $ ( 47,869,755 ) $ — $ 31,058,142 Issuance of common stock for exercise of stock options 1,774 1 — — 9,581 — — — — 9,582 Issuance of common stock for settlement of accrued liabilities and professional fees 191,689 19 — — 1,549,982 — — — — 1,550,001 Professional fees settled with warrants — — — — 3,831,171 — — — — 3,831,171 Professional fees settled with shares 38,095 4 — — 239,996 — — — — 240,000 Issuance of Series A Preferred Stock and warrants under private placement offering — — 7,500 1 — — — — — 1 Series A Preferred Stock warrant exercise — — 59,654 6 60,353,789 — — — — 60,353,795 Conversion of Series A Preferred Stock into common shares 3,954,674 395 ( 24,918 ) ( 2 ) 2 — — — — 395 Stock-based compensation — — — — 2,423,720 — — — — 2,423,720 Net loss — — — — — — — ( 42,193,786 ) — ( 42,193,786 ) Foreign currency translation — — — — — — — — 26,420 26,420 Balance at December 31, 2023 9,280,159 $ 929 42,236 $ 5 $ 152,856,874 ( 54,665 ) $ ( 5,521,246 ) $ ( 90,063,541 ) $ 26,420 $ 57,299,441 Stock-based compensation — — — — 2,941,796 — — — — 2,941,796 Issuance of common stock pursuant to vesting of restricted stock units 25,214 2 — — ( 2 ) — — — — — Payment of taxes withheld on issuance of restricted stock units — — — — ( 24,931 ) — — — — ( 24,931 ) Issuance of common stock for exercise of stock options 3,780 1 — — 20,408 — — — — 20,409 Conversion of Series A2 Preferred Stock into common shares 34,380 3 ( 217 ) — ( 3 ) — — — — — Net loss — — — — — — — ( 34,105,309 ) — ( 34,105,309 ) Foreign currency translation — — — — — — — — ( 162,477 ) ( 162,477 ) Unrealized gain, change in fair value of available-for-sale securities — — — — — — — — 647 647 Balance at December 31, 2024 9,343,533 $ 935 42,019 $ 5 $ 155,794,142 ( 54,665 ) $ ( 5,521,246 ) $ ( 124,168,850 ) $ ( 135,410 ) $ 25,969,576 *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. See accompanying notes to the consolidated financial statements. F- 5 SAB Biotherapeutics, Inc. and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 34,105,309 ) $ ( 42,193,786 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,705,771 3,653,151 Amortization of finance right-of-use assets 86,824 92,131 Stock-based compensation expense 2,941,796 2,423,720 Gain on sale of equipment — 44,493 Loss on private placement issuance — 3,402,784 Gain from private placement warrant termination — ( 3,572,920 ) Changes in fair value of warrant liabilities ( 5,385,009 ) 4,823,237 Accretion of discounts on short-term investments ( 237,093 ) — Professional fees settled with equity instruments — 3,881,566 Changes in operating assets and liabilities Accrued interest receivable ( 54,955 ) — Accounts receivable — 5,556,577 Prepaid expenses and other current assets ( 590,461 ) ( 523,610 ) Operating lease right-of-use assets and liabilities, net ( 23,458 ) 387,299 Accounts payable 923,323 ( 2,701,720 ) Deferred grant income ( 1,322,410 ) 1,322,410 Accrued expense and other current liabilities ( 1,231,028 ) ( 1,714,737 ) Net cash used in operating activities ( 34,292,009 ) ( 25,119,405 ) Cash flows from investing activities: Proceeds from the sale of equipment — 44,450 Purchases of equipment ( 337,262 ) ( 197,154 ) Purchases of investment securities ( 37,446,201 ) — Sales and maturities of investments 25,821,196 — Net cash used in investing activities ( 11,962,267 ) ( 152,704 ) Cash flows from financing activities: Proceeds from private placement issuance of preferred stock and warrants — 7,500,000 Proceeds from exercise of private placement preferred warrants — 59,654,000 Payment of deferred issuance costs ( 261,105 ) — Proceeds from issuance of notes payable 515,986 765,194 Payments of notes payable ( 1,290,982 ) ( 1,028,654 ) Principal payments on finance leases ( 132,003 ) ( 126,985 ) Proceeds from exercise of stock options 20,409 9,582 Tax payments for share settlement of restricted stock units ( 24,931 ) — Net cash provided by (used in) financing activities ( 1,172,626 ) 66,773,137 Effect of exchange rate changes on cash and cash equivalents ( 241,198 ) 18,144 Net increase (decrease) in cash and cash equivalents ( 47,668,100 ) 41,519,172 Cash and cash equivalents Beginning of period 56,566,066 15,046,894 End of period $ 8,897,966 $ 56,566,066 Supplemental cash flow information: Cash paid for interest $ 373,954 $ 245,481 Supplemental information on non-cash investing and finance activities: Right-of-use assets obtained in exchange for operating lease liabilities $ 368,425 $ 993,811 Settlement of accrued liabilities through the issuance of common stock $ — $ 1,500,000 Issuance of common stock for prepaid marketing and investor related consulting services $ — $ 240,000 Fair value of private placement preferred warrant liability associated with warrant exercise $ — $ 699,795 See accompanying notes to the consolidated financial statements. F- 6 SAB Biotherapeutics, Inc. and subsidiaries Notes to con SOLIDATED financial statements (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 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 In June 2023, the Company formed a new subsidiary in Australia, SAB BIO PTY LTD, a proprietary limited company (“SAB Australia”), primarily to conduct preclinical and clinical activities for product candidates. 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 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 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 A summary of the significant accounting policies applied in preparation of the accompanying consolidated financial statements is set forth below. Basis of presentation 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. F- 7 Emerging growth company status 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. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used . Principles of consolidation 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 . Significant risks and uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to, the results of research and development efforts, clinical trial activities of the Company’s product candidates, the Company’s ability to obtain regulatory approval to market its product candidates, competition from products manufactured and sold or being developed by other companies, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. 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. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements. The Company has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Private Placement Warrant liabilities, determination of the incremental borrowing rate (“IBR”) used in the calculation of the Company’s right of use assets and lease liabilities, estimation of clinical and other accruals and the valuation allowance on deferred tax assets. Actual amounts realized may differ from these estimates. 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 F- 8 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: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: 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, 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 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 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 F- 9 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 The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. 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 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 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. The Company’s IBR was used in the calculation of its right-of-use assets and lease liabilities. The Company elected not to apply the recognition requirements of ASC 842 to short-term leases, which are deemed to be leases with a lease term of twelve months or less. Instead, the Company recognized lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. The Company elected this policy for all classes of underlying assets. Research and development expenses Expenses incurred in connection with research and development activities are expensed as incurred. 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, 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. All research and development costs are expensed as incurred except when the Company is accounting for nonrefundable advance payments for goods or services to be used in future research and development activities. In these cases, these payments are capitalized at the time of payment and expensed in the period the research and development activity is performed. As actual costs become known, the Company will adjust the accrual; 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 The Company records property, plant, and equipment at cost less depreciation and amortization. Depreciation is calculated using straight-line methods over the following estimated useful lives: Animal facility equipment 7 years Laboratory equipment 7 years Leasehold improvements Shorter of asset life or lease term Office furniture and equipment 5 years Vehicles 5 years Repairs and maintenance expenses are expensed as incurred. F- 10 Impairment of long-lived assets The Company reviews the recoverability of long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If necessary, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that long-lived assets are recoverable, and no impairment was deemed necessary, during the years ended December 31, 2024 and 2023 . Stock-based compensation FASB ASC Topic 718, Compensation – Stock Compensation , prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. The Company recognizes compensation cost relating to stock-based payment transactions using a fair-value measurement method, which requires all stock-based payments to employees, directors, and non-employee consultants, including grants of stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. The Company determines the fair value of common stock based on the closing market price at closing on the date of the grant. In determining the fair value of stock-based awards, the Company utilizes the Black-Scholes option-pricing model, which uses both historical and current market data to estimate fair value. The Black-Scholes option-pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield, and expected life of the options. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. No awards may have a term in excess of ten years . Forfeitures are recorded when they occur. Stock-based compensation expense is classified in the consolidated statements of operations based on the function to which the related services are provided. The Company recognizes stock-based compensation expense over the vesting period . Income taxes 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 sheets. Accruals are maintained for uncertain tax positions, as necessary. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties related to income taxes, to the extent they arise, as a component of income taxe s. Revenue recognition The Company’s revenue is primarily generated through grants from government and other (non-government) organizations. 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 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 . Foreign Currency Translations and Transactions Assets and liabilities of the Company's foreign subsidiary are translated at the year-end exchange rate. Operating results of the Company's foreign subsidiary are translated at average exchange rates during the period. Translation adjustments have no F- 11 effect on net loss and are included in “Accumulated other comprehensive income (loss)” in the accompanying Consolidated Balance Sheets. Comprehensive income (loss) 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. Litigation From time to time, the Company is involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with U.S. GAAP, the Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs in connection with loss contingencies are expensed as incurred. Earnings per share In accordance with ASC 260, Earnings per Share (“ASC 260”), basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding for the period including potential dilutive common shares such as stock options. Segment reporting In accordance with ASC 280, Segment Reporting , the Company’s business activities are organized into one reportable segment, as only the Company’s operating results in their entirety are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated and to assess performance. Australian Research and Development Tax Credit The Company recognizes other income from Australian research and development incentives when there is reasonable assurance that the income will be received, the relevant expenditure has been incurred, and the consideration can be reliably measured. The research and development incentive is one of the key elements of the Australian Government’s support for Australia’s innovation system and is supported by legislative law primarily in the form of the Australian Income Tax Assessment Act 1997, as long as eligibility criteria are met. Under the program, a percentage of eligible research and development expenses incurred by the Company through its subsidiary in Australia are reimbursed. Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive regime described above. At each period end, management estimates the refundable tax offset available to the Company based on available information at the time and it is included in other income in the consolidated statements of operations. 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 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every ten of the Company’s issued shares of Common Stock were F- 12 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. (3) New accounting standards Recently-adopted 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. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments require (i) enhanced disclosures in connection with an entity's effective tax rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024. 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. (4) Revenue During the years ended December 31, 2024 and 2023, the Company worked on the following grants: Government grants 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. 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. 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. NIH-NIAID through Geneva Foundation (Federal Award #1R01AI132313-01, Subaward #S-10511-01) – this grant was for approximately $ 2.7 million and started in August 2017 through July 2021. The grant was subsequently amended to extend the end date to July 2023. 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. 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, 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. F- 13 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; and received payment from the DoD on or about January 12, 2023. 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. 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. (5) Earnings per share Since the Company reported a net loss for the years ended December 31, 2024 and 2023, it was required by ASC 260 to use basic weighted-average shares outstanding when calculating diluted net loss per share for the years ended December 31, 2024 and 2023 , as the potential dilutive securities are anti-dilutive. For The Year Ended December 31, 2024 2023 Calculation of basic and diluted loss per share attributable to the Company’s shareholders Net loss attributable to the Company’s shareholders $ ( 34,105,309 ) $ ( 42,193,786 ) Weighted-average common shares outstanding – basic and diluted 9,261,918 5,521,487 Net loss per share, basic and diluted $ ( 3.68 ) $ ( 7.64 ) The Company’s potentially dilutive securities, which include stock options, restricted stock awards, common stock warrants, earnout shares, and contingently issuable earnout shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: For The Year Ended December 31, 2024 2023 Stock options and awards 2,999,312 72,804 Convertible Debt — 39,718 Common Stock Warrants (1) 2,233,407 2,233,407 Series A Preferred Stock (2) 6,669,742 6,704,127 Preferred Stock Warrants (3) 23,803,334 23,803,334 Contingently issuable Earnout Shares from unexercised Rollover Options 150,806 150,806 Total 35,856,601 33,004,196 (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. Inc. (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 F- 14 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) 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 As of December 31, 2024 and 2023, the Company’s equipment was as follows: December 31, 2024 December 31, 2023 Laboratory equipment (1) $ 11,344,007 $ 9,415,210 Animal facility leasehold improvements 8,357,667 8,357,667 Animal facility equipment 1,188,854 1,137,666 Leasehold improvements (1) 7,064,721 9,296,344 Vehicles 208,453 208,453 Office furniture and equipment (1) 1,778,231 1,233,038 Total Property, plant and equipment, gross 29,941,933 29,648,378 Less: accumulated depreciation and amortization ( 14,573,924 ) ( 9,911,859 ) Property, plant and equipment, net $ 15,368,009 $ 19,736,519 (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. 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. (7) Leases 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 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 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. F- 15 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 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: • In December 2018, the Company entered into a finance lease with Dakota Ag Properties for a new animal facility which includes the surrounding land. The facility and the land have been accounted for as separate lease components. The lease is based upon payback of $ 4 million in construction costs, with a 20-year term at an interest rate of 8 %. The monthly payment for this lease is $ 34 thousand. The Company has the option to purchase the asset at any time during the term of the lease for the balance of the unamortized lease payments. • In December 2018, the Company entered into an equipment lease for a 12,000 -gallon propane tank that is located on the Company’s animal facility. The lease is for five years , with an annual payment of $ 8 thousand. The Company has the option to purchase the asset at any time during the term of the lease for the balance of the unamortized lease payments. The lease agreements do not require material variable lease payments, residual value guarantees or restrictive covenants. The amortizable lives of the operating lease assets are limited by their expected lease terms. The amortizable lives of the finance lease assets are limited by their expected lives, as the Company intends to exercise the purchase options at the end of the leases. The following is the estimated useful lives of the finance lease assets: Animal Facility 40 years Equipment 3 – 7 years Land Indefinite 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 Operating Finance Operating Finance Weighted-average remaining lease term (years) 2.85 13.92 2.23 14.92 Weighted-average discount rate (percentage) 7.76 % 7.72 % 7.83 % 7.72 % F- 16 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: Operating Finance 2025 $ 452,135 $ 401,496 2026 393,349 401,496 2027 86,721 401,496 2028 90,190 401,496 2029 57,761 401,496 Thereafter — 3,580,006 Undiscounted future minimum lease payments 1,080,156 5,587,486 Less: Amount representing interest payments ( 105,578 ) ( 2,169,004 ) Total lease liabilities 974,578 3,418,482 Less current portion ( 393,430 ) ( 142,563 ) Noncurrent lease liabilities $ 581,148 $ 3,275,919 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 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. Finance lease costs are included within research and development expenses on the consolidated statements of operations. Cash payments under operating and finance leases were approximately $ 0.8 million and $ 0.4 million , respectively, for the year ended December 31, 2024. 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: December 31, 2024 December 31, 2023 Payroll and employee-related costs $ 4,170,381 $ 3,400,308 Accrued research and development expenses 237,164 480,435 Accrued legal fees 42,159 907,816 Accrued financing fees payable 479,250 1,461,149 Accrued interest 22,443 77,995 Other accrued expenses 521,639 364,478 $ 5,473,036 $ 6,692,181 F- 17 (9 ) Notes Payable As of December 31, 2024 and 2023, notes payable was as follows: December 31, 2024 December 31, 2023 Insurance financing note payable $ 275,849 $ 509,205 8% Unsecured Convertible Note — 541,644 Total notes payable 275,849 1,050,849 Less: notes payable - current portion 275,849 1,050,849 Notes payable, noncurrent $ — $ — 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 (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”). Pursuant to the 8% Unsecured Convertible Note, the Company shall pay the sum of approximately $ 542 thousand (the “Principal”) plus accrued and unpaid interest thereon on September 30, 2024 (the “Maturity Date”). 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. 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. 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. 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 and Outstanding Capital Stock The total number of shares of the Company’s authorized capital stock is 810,000,000 . The total amount of authorized capital stock consists of 800,000,000 shares of common stock and 10,000,000 shares of preferred stock. F- 18 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 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”). In connection with the issuance of the 7,500 shares of Series A-1 Preferred Stock, gross proceeds were $ 7.5 million, before deducting fees to be paid to the placement agent and financial advisors of the Company and other offering expenses payable by the Company. 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 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. Since the warrants are classified as liabilities, the initial amount recorded as the warrant liability was equal to the estimated fair value of the warrants. 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 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 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 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, F- 19 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: Dividends . 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 (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. Upon closing of the Business Combination, BCYP changed its name to “SAB Biotherapeutics, Inc.”. Additionally, the Business Combination Agreement included an earnout provision whereby the shareholders of SAB Biotherapeutics shall be entitled to receive additional consideration (“Earnout Shares”) if the Company meets certain Volume Weighted Average Price (“VWAP”) thresholds, or a change in control with a per share price exceeding the VWAP thresholds within a five-year period immediately following the Closing. The Earnout Shares shall be released in four equal increments as follows: (i) 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 $ 150.00 for any twenty ( 20 ) trading days within a period of thirty ( 30 ) consecutive trading days (the “First Earnout”). (ii) 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 $ 200.00 for any twenty ( 20 ) trading days within a period of thirty ( 30 ) consecutive trading days (the “Second Earnout”). (iii) 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 $ 250.00 for any twenty ( 20 ) trading days within a period of thirty ( 30 ) consecutive trading days (the “Third Earnout”). F- 20 (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 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. The Earnout Shares are indexed to the Company’s equity and meet the criteria for equity classification. 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. 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. As of December 31, 2024, there were 728,650 shares of common stock reserved for issuance under the 2014 Equity Incentive Plan, with 426,790 shares of common stock available for grant and 301,860 shares of common stock underlying outstanding grants. The Company adopted the 2021 Omnibus Equity Incentive Plan (the “2021 Equity Incentive Plan”, and collectively with the 2014 Equity Incentive Plan, the “Equity Compensation Plans”), which reserved 1,100,000 shares of common stock for issuance. 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 (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. 107, Share-Based Payment . The volatility assumption was determined by examining the historical volatilities for industry peer companies, as the Company does not have sufficient trading history for its common stock. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the options. 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 F- 21 foreseeable future. Therefore, the Company has assumed no dividend yield for purposes of estimating the fair value of the options. Stock Options Stock option activity for employees and non-employees under the Equity Compensation Plans for the years ended December 31, 2024 and 2023 was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (periods) Aggregate Intrinsic Value Outstanding options, December 31, 2023 1,009,519 $ 15.01 6.19 $ 664,967 Granted 2,429,955 $ 3.99 Forfeited ( 248,981 ) $ 6.44 Exercised ( 3,780 ) $ 5.40 Expired ( 218,763 ) $ 10.54 Outstanding options, December 31, 2024 2,967,950 $ 7.05 8.64 $ 1,186,052 Options vested and exercisable, December 31, 2024 615,122 $ 18.34 6.24 $ — Total unrecognized compensation cost related to non-vested stock options as of December 31, 2024 was approximately $ 6.3 million and is expected to be recognized within future operating results over a weighted-average period of 3.07 years. The weighted average grant date fair value of options granted during the years ended December 31, 2024 and 2023, was $ 2.99 and $ 4.93 per share, respectively. 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 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, 2024 2023 Expected volatility 89.9 - 104.0 % 80.2 - 85.9 % Weighted-average volatility 96.1 % 82.7 % Expected dividends — % — % Expected term (in periods) 5.00 - 6.08 5.77 - 6.08 Risk-free rate 3.68 - 4.32 % 3.50 - 4.67 % Restricted Stock Stock award activity for employees and non-employees under the Equity Compensation Plans for the year ended December 31, 2024 was as follows: Number of shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2023 54,071 $ 10.16 Vested and unissued as of December 31, 2023 12,816 $ 17.46 Issuance of shares vested during the twelve months ended December 31, 2023 ( 12,816 ) $ 17.46 Vested and issued during the twelve months ended December 31, 2024 ( 22,709 ) $ 9.92 Unvested as of December 31, 2024 31,362 $ 10.33 At December 31, 2024, the Company had an aggregate of $ 0.3 million of unrecognized equity-based compensation related to restricted stock units outstanding. During the year ended December 31, 2024 , 22,709 shares with a fair value of $ 0.2 million vested. 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. F- 22 Stock-based compensation expense Stock-based compensation expense for the December 31, 2024 and 2023 was as follows: For The Year Ended December 31, 2024 2023 Research and development $ 1,307,258 $ 619,487 General and administrative 1,634,538 1,804,233 Total $ 2,941,796 $ 2,423,720 (12) Warrants Public Warrants Each whole Public Warrant entitles the holder to purchase one share of the Company's common stock at a price of $ 115.00 per share, subject to adjustment as discussed herein. Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; 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 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. 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 the PIPE Warrants to purchase up to 736,337 F- 23 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 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 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. 2023 Ladenburg Agreement Warrants On March 21, 2023, the Company entered into a settlement agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), effective March 23, 2023 (the “2023 Ladenburg Agreement”, regarding the action brought by Ladenburg, the “Ladenburg Action”). In connection with the 2023 Ladenburg Agreement, on March 24, 2023, the Company (i) issued the Ladenburg Warrants to purchase up to 30,000 shares of common stock, exercisable for three years from the date of issuance at $ 5.424 per share; and (ii) furnished to Ladenburg a one-time cash payment of $ 500 thousand. Pursuant to the terms and subject to the conditions set forth in the 2023 Ladenburg Agreement, the Company will (i) no later than June 30, 2023, pay $ 1.5 million to Ladenburg in cash or shares of common stock, at the Company’s option; and (ii) no later than December 31, 2023, pay $ 1.1 million to Ladenburg in cash or shares of common stock, at the Company’s option. Following the completion of the Company’s obligations under the 2023 Ladenburg Agreement, Ladenburg has agreed to dismiss the Ladenburg Action with prejudice and extinguish any and all obligations of the Company in connection therewith. All consideration contemplated by the 2023 Ladenburg Agreement are contained within accrued expenses and other current liabilities within the Company’s consolidated balance sheet as of December 31, 2022. On June 30, 2023, in accord with the terms of the agreement, the Company issued 191,689 shares of common stock to satisfy a portion of its obligations under the 2023 Ladenburg Agreement. Following the completion of the 2023 Private Placement, the Company settled the remaining $ 1.1 million due to Ladenburg in cash. September 2023 Purchase Agreement Warrants 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. F- 24 The following table summarizes warrant activity for the year ended December 31, 2024 and 2023: Outstanding December 31, 2023 Warrants Issued Warrants Exercised Warrants Forfeited Outstanding December 31, 2024 Transaction Business Combination Public Warrants 575,000 — — — 575,000 Private Placement Warrants 20,860 — — — 20,860 PIPE Warrants 736,337 — — — 736,337 PIPE Placement Agent Warrants 21,091 — — — 21,091 Ladenburg Warrants 30,000 — — — 30,000 Preferred Tranche B Warrants 42,846 — — — 42,846 Preferred Tranche C Warrants 107,115 — — — 107,115 Preferred PIPE Placement Agent Warrants 850,119 — — — 850,119 Outstanding December 31, 2022 Warrants Issued Warrants Exercised Warrants Forfeited Outstanding December 31, 2023 Transaction — Business Combination Public Warrants 575,000 — — — 575,000 Private Placement Warrants 20,860 — — — 20,860 PIPE Warrants 736,337 — — — 736,337 PIPE Placement Agent Warrants 21,091 — — — 21,091 Ladenburg Warrants — 30,000 — — 30,000 Tranche A Warrants — 70,500 59,654 10,846 — Tranche B Warrants — 52,000 — 9,154 42,846 Tranche C Warrants — 130,000 — 22,885 107,115 Preferred PIPE Placement Agent Warrants — 850,119 — — 850,119 Presentation and Valuation of the Warrants — Liability Classified Warrants Public Warrants and Private Placement Warrants The Public Warrants and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity ’ s Own Equity and were presented within warrant liabilities on the consolidated balance sheets as of December 31, 2024 and 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 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 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. The Company then considered this implied volatility in selecting the volatility for the application of a Black-Scholes Merton model for the Private Placement Warrants. The Company determined the fair value of the Public Warrants by reference to the quoted market price. The Public Warrants were classified as a Level 1 fair value measurement, due to the use of the quoted market price, and the Private Placement Warrants held privately by assignees of Big Cypress Holdings LLC, were classified as a Level 3 fair value measurement, due to the use of unobservable inputs. See Note 13, Fair Value Measurements, for changes in fair value of the Private Placement Warrants. The key inputs into the valuations as of the December 31, 2024 and 2023 were as follows: December 31, 2024 December 31, 2023 Risk-free interest rate 4.19 % 4.03 % Expected term remaining (periods) 1.81 2.81 Implied volatility 160.9 % 85.0 % Closing common stock price on the measurement date $ 3.79 $ 6.90 F- 25 Preferred Warrants 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 sheets as of December 31, 2024 and 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 statements of operations for the years ended December 31, 2024 and 2023. 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. See Note 13, Fair Value Measurements, for changes in fair value of the Preferred Warrants. The key inputs utilized in determining the fair value of each Tranche A Warrant as of the Initial Issuance Date was as follows: October 3, 2023 Initial Measurement Risk-free interest rate (1) 5.58 % Expected term remaining (periods) (1) 0.16 Implied volatility 65.0 % Underlying Stock Price (Preferred Series A) $ 546.30 (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 Preferred Tranche B Warrants as of December 31, 2024 and 2023 were as follows: December 31, 2024 December 31, 2023 Risk-free interest rate (1) 3.93 % 2.58 % Expected term remaining (periods) (1) 0.23 0.69 Implied volatility 75.0 % 85.0 % Underlying Stock Price (Preferred Series A) $ 309.37 $ 560.56 (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: December 31, 2024 December 31, 2023 Risk-free interest rate (1) 4.32 % 3.85 % Expected term remaining (periods) (1) 3.91 4.91 Implied volatility 95.0 % 85.0 % Underlying Stock Price (Preferred Series A) $ 309.37 $ 560.56 (1) Reflects a probability-weighted input derived from multiple Black-Scholes calculations. 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 . F- 26 Equity Classified Warrants The Company determined the Ladenburg Warrants, PIPE Warrants, PIPE Placement Agent Warrants, and Preferred PIPE Placement Agent Warrants met all necessary criteria to be accounted for as equity in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity ’ s Own Equity. As such, they are presented within additional paid-in capital within Company’s consolidated statements of changes in stockholders’ equity and consolidated balance sheets. Warrants classified as equity are initially measured at fair value. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. The initial fair value of each PIPE Warrant and PIPE Placement Agent Warrant issued was determined using the Black-Scholes option-pricing model. 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 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: Initial Measurement Risk-free interest rate 3.98 % Expected term remaining (periods) 3.00 Implied volatility 94.0 % Closing common stock price on the measurement date $ 0.52 Upon initial measurement, the fair value of each Ladenburg Warrant was determined to be $ 3.10 , per warrant for a value of approximately $ 93 thousand . 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 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: Initial Measurement Risk-free interest rate 4.80 % Expected term remaining (periods) 5.00 Implied volatility 85.0 % Closing common stock price on the measurement date $ 0.63 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 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. The following fair value hierarchy classifies the inputs to valuation techniques that would be used to measure fair value into one of three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. F- 27 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 Total Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash equivalents Money market funds $ 3,460,221 $ 3,460,221 $ — $ — U.S. treasury securities 3,248,959 3,248,959 — — Short-term investments Mutual funds 5,638,567 5,638,567 — — U.S. treasury securities 6,224,179 6,224,179 — — Liabilities: Public Warrant liability $ 432,975 $ 432,975 $ — Private Placement Warrant liability 15,708 — — 15,708 Preferred Warrants 5,940,543 — — 5,940,543 As of December 31, 2023 Total Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Public Warrant liability $ 172,500 $ 172,500 $ — $ — Private Placement Warrant liability 6,258 — — 6,258 Preferred Warrants 11,595,477 — — 11,595,477 The following table provides a summary of changes in Level 3 fair value measurements for the Private Placement Warrant Liability: Balance, December 31, 2023 $ 6,258 Change in fair value of Private Placement Warrant liability 9,450 Balance, December 31, 2024 $ 15,708 The following table provides a summary of the changes in Level 3 fair value measurements for the Preferred Warrant liabilities: Balance, December 31, 2023 $ 11,595,477 Change in fair value of the Preferred Warrant liabilities ( 5,654,934 ) Balance, December 31, 2024 $ 5,940,543 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. F- 28 (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 Fair Value Short-term: U.S. treasury securities 6,223,532 1,306 ( 659 ) 6,224,179 Total 6,223,532 1,306 ( 659 ) 6,224,179 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 Net deferred tax assets as of December 31, 2024 and 2023 consisted of the following: December 31, 2024 December 31, 2023 Deferred tax assets: Tax Carryforwards $ 14,680,968 $ 10,270,136 Compensation Accruals 2,911,154 2,308,984 Amortizable R&D Intangibles 11,202,249 8,308,095 Other Deferred Tax Assets 927,686 1,189,854 Total deferred tax assets 29,722,057 22,077,069 Less valuation allowance ( 27,853,819 ) ( 19,221,678 ) Total deferred tax assets 1,868,238 2,855,391 Deferred tax liabilities: PPE $ 1,697,673 $ 2,579,641 Other Deferred Tax Liabilities 170,565 275,750 Total deferred tax liabilities 1,868,238 2,855,391 Net deferred tax asset (liability) $ — $ — The reconciliation between the Company’s effective tax rate and the statutory tax rate of 21 % includes the following significant items: changes in the valuation allowance and permanent items including the change in fair value of warrant liabilities and equity issuance costs. The rate reconciliation was as follows: F- 29 December 31, 2024 December 31, 2023 Rate reconciliation: Net loss before tax $ (34,105,309 ) $ (42,193,786 ) Federal income tax at statutory $ ( 7,162,115 ) 21.00 % $ ( 8,855,146 ) 21.00 % Equity raise ( 1,130,852 ) 3.30 % 2,757,162 ( 6.54 )% Research and development credit RTP - — % ( 340,760 ) 0.81 % Other permanent items ( 339,174 ) 0.89 % ( 452,455 ) 1.07 % Valuation allowance 8,632,141 ( 25.19 )% 6,891,199 ( 16.34 )% $ — — % $ — — % In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical losses and the uncertainty of future taxable income over the periods which the Company will realize the benefits of its net deferred tax assets, management believes it is more likely than not that the Company will not fully realize the benefits on the balance of its net deferred tax asset and, accordingly, the Company has established a valuation allowance on its net deferred tax assets. The valuation allowance increased by approximately $ 8.6 million and increased by approximately $ 6.9 million , respectively, for the years ended December 31, 2024 and 2023. As of December 31, 2024, the Company had approximately $ 59.9 million of federal net operating losses, which were generated after December 31, 2017 and can be carried forward indefinitely under the Tax Act and may generally be used to offset up to 80 % of future taxable income. In addition, the Company had federal tax credit carryforwards of approximately $ 2.0 million and approximately $ 1.7 million , respectively for years ended December 31, 2024 and 2023 which are available to reduce future federal income taxes through 2043. Utilization of the Company’s net operating loss (and tax credit carryforwards) are subject to annual limitation(s) due to an ownership change that occurred as a result of the October 2023 Private Placement. In general, an “ownership change”, as defined by Section 382 of the Internal Revenue Code of 1986, as amended, results from a transaction or series of transaction over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. However, because the Company was already in a full valuation allowance position, the effect of the ownership was insignificant. Prior to 2022, taxpayers had the option under Section 174 of the Internal Revenue Code to either deduct their research and development costs or capitalize and amortize such costs over a period of not less than 60 months. 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. 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%. U.S. 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. As of December 31, 2024 and 2023 , there were no uncertain tax provisions. There was no interest or penalties related to income taxes for the years ended December 31, 2024 and 2023 , and there was no accrued interest or penalties associated with uncertain tax positions as of December 31, 2024 and 2023. The Company files tax returns as prescribed by the laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company’s tax years are still open under the statute from 2020 to present. However, to the extent allowed by law, the taxing authorities may have the right to examine the period from 2017 through 2024 where net operating losses were generated and carried forward and make adjustments to the amount of the net operating loss carryforward amount. The Company is not currently under examination by federal or state jurisdictions. F- 30 (16) Related Party Transactions For the years ended December 31, 2024 and 2023 , there were no related party transactions with directors, executive officers, or 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. (17) Employee Benefit Plan The Company sponsors a defined contribution retirement plan. All the Company’s employees are eligible to be enrolled in the employer-sponsored contributory retirement savings plan, which include features under Section 401(k) of the Internal Revenue Code of 1986, as amended, and provides for Company matching contributions. The Company’s contributions to the plan are determined by its Board of Directors, subject to certain minimum requirements specified in the plan. The Company has historically made matching contributions of 100 % on 3 % of the employee contributions, with an additional 50 % match on the next 2 % of employee contributions. The Company made contributions of approximately $ 372 thousand and $ 278 thousand , for the years ended December 31, 2024 and 2023 , respectively. (18) Commitments and Contingencies 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, 2024 2023 Direct research and development expenses Research and development salaries and benefits $ 8,048,062 $ 5,193,554 Clinical trial expense 4,169,487 809,678 Lab supplies and animal care 2,737,075 2,740,835 Lab services, consulting, and other direct research costs 7,295,739 1,471,879 Contract Manufacturing — 386,983 Total direct research and development expenses 22,250,363 10,602,929 Indirect research and development expenses 6,694,046 5,292,590 Share based compensation (research and development) 1,307,258 619,486 Total research and development expense 30,251,667 16,515,005 General and administrative expense Administrative payroll 6,563,608 6,614,660 Professional fees and travel 1,515,131 10,647,419 Insurance, office expense, and other administrative expenses 4,267,987 4,732,994 Share based compensation (general and administrative) 1,634,537 1,804,233 Total general and administrative expenses 13,981,263 23,799,306 Total operating expense $ 44,232,930 $ 40,314,311 F- 31 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 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. F- 32