What changed in this filing

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Item 9A. Controls and Procedures

2026-03-09 compared with 2025-03-31 · 682 added, 555 removed, 1340 unchanged (48% of the section changed)

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Based on evaluation under these criteria, management determined that our internal control over financial reporting was effective as of December 31, 2025.

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.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period to which this report relates that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.

Other Information .

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For the year and quarter ended December 31, 2025 , 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.

Additionally, for the year and quarter ended December 31, 2025, none of our directors or officers adopted, modified, or terminated a non-Rule 10b5-1 trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

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The following persons are serving as our executive officers and directors:

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

Class III Director, Chief Executive Officer

Sullivan, PhD

Class III Director and President

Christine Hamilton, MBA

Rita Jain, MD

Class III Director

Class II Director

David Zaccardelli, Pharm D

Class II Director and Chairman of the Board

David Link, MBA

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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.

Hamilton was named as a board observer in October 2021.

Edward Hamilton is Christine Hamilton’s husband.

Executive Officers

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.

Reich has served as a member of the Board from November 2020 and was named Chief Executive Officer in January 2024.

Reich served Chairman of the Board from October 2021 to January 2026.

Reich served as our Chief Executive Officer and Chief Financial Officer from November 2020 until October 2021 prior to the closing of our Business Combination.

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OPK) from March 2007 to November 2008, where Mr.

Reich served on the executive committee and lead the Ophthalmologics business division.

Reich served on the executive committee and led the Ophthalmologics business division.

Prior to his position at OPKO, Mr.

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

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

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

Sullivan has served in biopharma leadership positions for more than 25 years.

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

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

He has worked with industry committees and discussion groups that have focused on animal

biotechnology, regulatory framework, human immunotherapies, and global health threats.

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

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

, is our Chief Financial Officer as of August 2024.

Lucy To , is our Chief Financial Officer as of August 2024.

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

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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.

Reich, 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.

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.

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

Bancorp, NYSE:

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

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

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.

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.

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.

David Zaccardelli, Pharm.D .

joined the Board in January 2026.

Zaccardelli served as the President, Chief Executive Officer and member of the board of directors of Verona Pharma plc from February 2020 until its acquisition by Merck in October 2025.

From 2018 until its acquisition by Swedish Orphan Biovitrum AB (“Sobi”) in November 2019, Dr.

Zaccardelli served as President and CEO and on the board of directors of Dova Pharmaceuticals, a U.S.

company developing therapeutics

for rare diseases.

Previously, he was Acting CEO and on the board of directors of Cempra, Inc., a pharmaceuticals company, from 2016 until the company’s merger with Melinta Therapeutics in 2017, and he served on the board of directors of Melinta Therapeutics from 2017 to April 2020.

From 2004 until 2016, Dr.

Zaccardelli served in several senior management roles at United Therapeutics Corporation, a biotechnology company, including as Chief Operating Officer, Chief Manufacturing Officer and Executive Vice President, Pharmaceutical Development and Operations.

Prior to United Therapeutics, he founded and led a start-up company focused on contract research positions and held a variety of clinical research positions at Burroughs Wellcome & Co, a non-profit medical research organization, and pharmaceutical companies Glaxo Wellcome and Bausch & Lomb Pharmaceutical.

Zaccardelli received a Pharm.D.

from the University of Michigan.

We believe that Dr.

Zaccardelli’s extensive leadership experience in the pharmaceutical industry qualifies him to serve on the Board.

Rita Jain, M.D .

joined the Board in January 2026.

Jain has served as a member of the board of directors of Avalo Therapeutics since June 2025, as a member of the board of directors of AnaptysBio, Inc.

since April 2023 and as a member of the board of directors of Celldex Therapeutics, Inc.

since February 2023, and previously a board member of Provention Bio, Inc.

until its acquisition by Sanofi in April 27, 2023.

Jain was also previously a member of the supervisory board of AM-Pharma B.V.

from 2020 until 2023.

She previously served on the board of directors of ChemoCentryx, Inc.

from 2019 until its acquisition by Amgen in 2022.

From 2021 to 2022, Dr.

Jain served as Executive Vice President, Chief Medical Officer of ChemoCentryx, Inc.

and in 2021 served as Chief Medical Officer of Immunovant, Inc.

Additionally, since August 2021, Dr.

Jain has served as Chief Executive Officer of Heartwood Biopharma Group, a private consulting group, until September 2023 and currently serves as an independent consultant.

From 2017 to 2019, Dr.

Jain was Senior Vice President and Chief Medical Officer at Akebia Therapeutics, Inc.

From 2013 to 2016, Dr.

Jain was a Vice President in Clinical Development at AbbVie Inc., including Vice President of Men’s and Women’s Health and Metabolic Development.

Jain also held various leadership roles at Abbott Laboratories from 2003 through 2012, including as Divisional Vice President of Pain, Respiratory and Metabolic Disease Development.

Jain received her B.S.

degree in biology from the Long Island University, and her M.D.

from the State University of New York at Stony Brook School of Medicine.

The Company believes that Dr.

Jain’s extensive life sciences experience provides her with the qualifications and skills to serve on the Board.

Katie Ellias, joined the Board 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.

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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.

Scott Giberson, RPh, MPH, D.Sc., Rear Admiral (retired), joined the Board 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.

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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.

RADM (ret.) 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.

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).

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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”.

The Military Officers Association of America selected him as one 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 has received three honorary Doctoral degrees (one

for his pioneering work in interprofessional practice).

He is also a Fellow of Wharton Business School (U.

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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.

David Link, MBA , has served as a member of the Board since 2018 and is currently Vice-Chairman.

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.

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We believe Mr.

Link is well qualified

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

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

Since May 2023, Mr.

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

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

Erick Lucera , joined the Board in April 2023.

Since March 2025, Mr.

Lucera has served as Chief Financial Officer of Dyne Therapeutics, a publicly traded biotechnology company focusing on functional improvement for people living with genetically driven neuromuscular diseases.

From May 2023 to March 2025 Mr.

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

From 2020 to February 2023, Mr.

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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.

Andrew Moin, joined the Board in October 2023.

Moin is a Partner and Analyst at Sessa Capital, a New York based investment advisor registered with the SEC.

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

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

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

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

Polvino is a 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.

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

Prior to Bridge Medicines, Dr.

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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.

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.

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.

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.

Spragens was instrumental in North American Vaccine’s acquisition by Baxter International (NYSE:

BAX) in 1999.

Spragens has also been a successful real estate developer and entrepreneur.

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.

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.

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.

Spragens developed and continues to own and operate Inman Grove Shopping Center in Edison, New Jersey.

Spragens is also a well-known and respected philanthropist.

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

underserved children and adults in developing countries.

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

We believe Mr.

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

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

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

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

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DXCM), a publicly traded medical device company.

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

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

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

APLT), a publicly-traded clinical-stage biopharmaceutical company from April 2019 until its acquisition by Cycle Group Holdings Limited in February 2026.

Skyler received his B.S.

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

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of Christine Hamilton, Jeffrey Spragens, William Polvino, David Link, Scott Giberson, Erick Lucera, Katie Ellias, 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.

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 David Zaccardelli, Rita Jain, 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, the Board 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.

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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:

The 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, 2028;

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Polvino, and Dr.

Skyler currently serve as the Class I directors, Ms.

Skyler currently serve as the Class I directors, Dr.

Zaccardelli, 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.

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

Sullivan, and Dr.

Jain currently serve as Class III directors.

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

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Board Meetings

During 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.

During 2025, our board of directors held six meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

Committees of the Board of Directors

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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.

Erick Lucera, William Polvino, and Katie Ellias 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.

Polvino, and Mr.

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

Polvino, and Ms.

Ellias 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 2025.

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.

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

Lucera 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:

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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.

Katie Ellias, Scott Giberson and Erick Lucera serve as members of the compensation committee.

Katie Ellias 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.

Ellias and Ms.

Hamilton are independent.

The Compensation Committee held ten meetings during 2024.

Giberson and Mr.

Lucera are independent.

The Compensation Committee held five meetings during 2025.

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

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

Insider Trading Policy

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

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

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

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

Nominating Committee

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Skyler are independent .

The Nominating Committee held five meetings during 2024.

The Nominating Committee held six meetings during 2025.

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

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A copy of our nominating 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”).

A copy of the Company’s Insider Trading Policy is incorporated by reference as an exhibit to this Annual Report.

Executive Sessions of Independent Directors

Independent directors are required to meet regularly without management participation.

During 2024, there were seven meetings of independent directors.

During 2025, there were four meetings of independent directors.

Director Nominations

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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.

In 2025, there were no material changes made to the procedures by which security holders may recommend nominees to our board of directors.

Communication with Directors

Stockholders and interested parties who wish to communicate with our Board, non-management members of our Board as a group, a committee of our Board or a specific member of our Board (including our Chairman and independent directors) may do so by letters addressed to the attention of our corporate secretary.

All communications are reviewed by the corporate secretary and provided to the members of our Board as appropriate.

Unsolicited items, sales materials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our Board will not be provided to directors.

The address for these communications is:

SAB Biotherapeutics, Inc.

777 W 41st St.;

Miami Beach, FL 33140

Corporate Secretary

Code of Ethics

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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.

Section 16 Reporting Compliance

Delinquent Section 16(a) Reports

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

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

Based solely on our review of copies of such forms received by us, we believe that during the year ended December 31, 2025, all filing requirements applicable to all of our officers, directors, and greater than 10% beneficial stockholders were timely complied with, excep t that one inadvertent late Form 4 was filed on behalf of Dr.

Kropotova on April 1, 2025 with respect to one transaction.

Executive Compensation.

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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.

Although emerging growth companies are only required to disclose compensation information for three named executive officers, we have voluntarily elected to provide disclosure for five named executive officers to enhance transparency for our stockholders.

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, 2025 and 2024.

Option Awards (1)

Options Awards (1)

Stock Awards (2)

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Name and Principal Position

Chairman of the Board of Directors and Chief Executive Officer

Chief Executive Officer

Sullivan, PhD.

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(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.

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.

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.

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On October 1, 2025, we granted Mr.

Reich a stock option to purchase up to 4,800,000 shares of our common stock at an exercise price of $2.165 per share.

“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.

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.

The shares subject to this stock option vest 25% on 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.

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

On October 1, 2025, we granted Dr.

Sullivan a stock option to purchase up to 3,000,000 shares of our common stock at an exercise price of $2.165 per share.

The shares subject to this stock option vest 25% on 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.

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“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.

(5) 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.

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

On October 1, 2025, we granted Dr.

Kropotova a stock option to purchase up to 2,400,000 shares of our common stock at an exercise price of $2.165 per share.

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

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

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To a stock option to purchase up to 125,000 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.

The shares subject to this stock option vest 25% on 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.

On October 1, 2025, we granted Ms.

To a stock option to purchase up to 1,200,000 shares of our common stock at an exercise price of $2.165 per share.

The shares subject to this stock option vest 25% on 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.

(7) 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.

The shares subject to this stock option vest 25% on 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.

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

On October 1, 2025, we granted Dr.

Bausch a stock option to purchase up to 600,000 shares of our common stock at an exercise price of $2.165 per share.

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

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

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(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) 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.

(12) 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.

(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) 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.

(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 Ms.

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(20) 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

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

Named Executive Officer Employment Arrangements

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

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

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

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

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Kropotova 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.

(i) a severance payment equal to one year of her then base salary, payable in a lump sum five business days after her 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.

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(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.

(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 five (45%) percent of Ms.

To’s base salary;

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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.

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

installments.

The Employment Agreement subjects Ms.

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

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

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

Summary Director Compensation Table

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Stock Awards (2)

Christine Hamilton, MBA

David Link, MBA

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Jay Skyler, MD

David Zaccardelli, PharmD (3)

Rita Jain, MD (3)

(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 .

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

Zaccardelli joined the board of directors in January 2026, and so received no compensation during the year ended December 31, 2025.

On January 5, 2026, Mr.

Zaccardelli received an inaugural option grant, exercisable for 240,000 shares of common stock.

The option grant was made pursuant to the 2021 Plan.

Shares underlying the option vest in three equal annual installments on January 5, 2027, January 5, 2028 and January 5, 2029.

Jain joined the board of directors in January 2026, and so received no compensation during the year ended December 31, 2025.

On January 5, 2026, Dr.

Jain received an inaugural option grant, exercisable for 240,000 shares of common stock.

The option grant was made pursuant to the 2021 Plan.

Shares underlying the option vest in three equal annual installments on January 5, 2027, January 5, 2028 and January 5, 2029.

Narrative to Director Compensation Table

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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.

The annual retainers payable to non-employee directors for service on the Board and its committees are as follows, as of the date of this Annual Report:

Independent directors receive $40 thousand 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.

The Chairperson or Lead Director receives an additional $25 thousand.

The Audit Committee Chairperson receives $20 thousand, the Compensation Committee Chairperson receives $15 thousand, and the Nominating and Governance Committee Chairperson receives $10 thousand.

Members of the Audit Committee receive $10 thousand, members of the Compensation Committee receive $8 thousand, and members of the Nominating and Governance Committee receive $5 thousand.

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.

Each non-employee director who joins the board receives an initial equity award of an option to purchase 240 thousand 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.

Each non-employee director receives an annual equity award of an option to purchase 150 thousand shares of our common stock, which vests over a two-year period in two equal annual installments beginning on the first anniversary of the date of grant.

Indemnification Agreements

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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, 2025, is set forth below.

Perquisites / Benefits

Name and Principal Position

Chairman of the Board of Directors and Chief Executive Officer

Cash Severance

Accelerated Equity Awards (1)

Continued Health (3)

Triggering Event

Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control

Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control

Sullivan, PhD.

Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control

Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control

Alexandra Kropotova, MD

EVP, Chief Medical Officer

EVP, Chief Financial Officer

Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control

Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control

Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control

Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control

Christoph Bausch, PhD

EVP, Chief Operating Officer

Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control

Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control

(1) The values are based on the fair market value of our common stock of $3.74 on December 31, 2025.

In the case of unvested options, the value represents the excess of fair market value over the exercise price of the unvested options, multiplied by the number of shares of common stock underlying such unvested options.

In the case of unvested RSU's, the value represents the number of shares of common stock underlying the unvested RSU awards that would vest on an accelerated basis, multiplied by the fair market value described above.

(2) Represents accrued but unpaid annual bonus, if any, for the fiscal year ended prior to the date of termination and 100% of the executives target bonus effect for the fiscal year in which the executive is terminated, prorated based on the actual amount of time the executive is employed by the Company.

(3) Continued health payment represents 12 months of COBRA coverage.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Executive Officers and Directors

Christine Hamilton (2)

Sullivan, PhD (2)

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Andrew Moin (8)

Skyler, MD (11)

Alexandra Kropotova (12)

Christoph Bausch (13)

Katie Ellias (9)

Skyler, M.D., MACP, FRCP (10)

Rita Jain, MD

David Zaccardelli, PharmD

Alexandra Kropotova, MD (11)

Christoph Bausch, PhD (13)

All Directors and Executive Officers

as a group (14 persons)

as a Group (14)

Other 5% Stockholders

Entities affiliated with BVF

Partners (14)

Entities Managed by RTW

Investments, LP (15)

RA Capital Healthcare Fund, L.P.

Perceptive Advisors LLC (15)

Entities Affiliated with BVF Partners (16)

Entities Managed by RTW Investments, LP (17)

* Represents beneficial ownership of less than one percent (1%).

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(ii) the number of shares beneficially owned by each person includes any restricted shares of Common Stock, shares of Common Stock that may be acquired through the exercise of options and warrants that such person has the right to acquire as of, or within 60 days of March 2, 2026, 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”).

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

(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.

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.

Hamilton disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein, directly or indirectly.

and (iii) the beneficial ownership percentages shown above are based on a total of 116,671,661 eligible voting shares outstanding as of March 2, 2026, being comprised of (a) 50,951,037 shares of Common Stock, (b) 4,504,824 shares of Common Stock assuming conversion of 28,380 shares of Series A-2 Preferred Stock, par value $0.0001 per share (the “Series A-2 Preferred Stock”), and (c) 61,215,800 shares of common stock assuming conversion of 612,158 shares of Series B Preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”).

(2) Consists of (i) 523,230 shares of common stock held by Dr.

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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.

and (ii) 10,291 shares of common stock underlying warrants that are currently exercisable.

(4) Consists of 30,937 shares of common stock underlying stock options held by Dr.

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Sessa is subject to a 4.99% blocker.

(9) Consists of 21,666 shares of common stock underlying stock options held by Ms.

Ellias exercisable within 60 days of March 2, 2026.

(10) Consists of 21,666 shares of common stock underlying stock options held by Dr.

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(iii) and 5,991 shares of common stock underlying restricted stock units that will vest within 60 days of March 2, 2026.

(12) Consists of 52,083 shares of common stock underlying stock options held by Ms.

To exercisable within 60 days of March 2, 2026.

(13) Consists of 163,699 shares of common stock underlying stock options held by Mr.

Bausch exercisable within 60 days of March 2, 2026.

(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.

(14) Represents an aggregate of (i) 4,401,500 shares of Common Stock and (ii) 127,385 shares of the Company’s Series B Preferred Stock which are convertible into an aggregate of 12,738,500 shares of Common Stock held by RA Capital Healthcare Fund, L.P.

(“RACHF”) RACHF is subject to a 9.99% blocker on all shares of Series B Preferred Stock and Warrants held by RACHF.

RA Capital Management, L.P.

is the investment manager for RACHF.

The general partner of RA Capital Management, L.P.

is RA Capital Management GP, LLC, of which Peter Kolchinsky and Rajeev Shah are the managing members.

Each of RA Capital Management, L.P., RA Capital Management GP, LLC, Mr.

Kolchinsky and Mr.

Shah may be deemed to have voting and investment power over the securities held by RACHF.

RA Capital Management, L.P., RA Capital Management GP, LLC, Mr.

Kolchinsky and Mr.

Shah disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein.

The principal business address of the persons and entities listed above is 200 Berkeley Street, 18th Floor, Boston, MA 02116.

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

Represents an aggregate of 3,471,861 shares of Common Stock directly held by Perceptive Life Sciences Master Fund, Ltd.

(“Master Fund”).

Perceptive Advisors LLC (“Perceptive Advisors”), as the investment manager to the Master Fund, may be deemed to beneficially own the securities held by the Master Fund.

Joseph Edelman, as the managing member of Perceptive Advisors, may be deemed to beneficially own the securities held by the Master Fund.

The address of the principal business office of each of the reporting persons is 51 Astor Place, 10th Floor, New York, NY 10003.

(16) Based solely on a Schedule 13G/A filed with the SEC on February 17, 2026.

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

Stock are issuable upon exercise of Tranche B Warrants.

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

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.

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.

Represents an aggregate of 4,761,902 shares of Common Stock issuable upon conversion of shares of Series A-3 Preferred Stock underlying 30,000 Tranche C Warrants, subject to a 9.99% beneficial ownership limitation.

The underlying shares are held by Biotechnology Value Fund, L.P.

(“BVF”), Biotechnology Value Fund II, L.P.

(“BVF2”), and Trading Fund OS, with additional shares held in a Partners managed account.

BVF GP, BVF2 GP, and Partners OS serve as general partners to BVF, BVF2, and Trading Fund OS, respectively.

BVF Group Holdings, LLC (“BVF GPH”) is the sole member of BVF GP and BVF2 GP.

BVF Partners L.P.

(“Partners”) serves as the investment manager of BVF, BVF2, Trading Fund OS, and the Partners managed account.

BVF Inc., as the general partner of Partners, and Mark N.

Lampert, as a director and officer of BVF Inc., may each be deemed to beneficially own the securities held by these entities.

Each reporting person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

The address of the business office of each of the reporting persons is 40 10th Avenue, Floor 7, New York, New York 10014.

(17) Based solely on a Schedule 13G filed with the SEC on February 17, 2026.

Represents an aggregate of 1,587,300 shares of Common Stock issuable upon conversion of Series A-3 Preferred Stock underlying 10,000 Tranche C Warrants held by the RTW Funds.

RTW Investments, LP (“RTW Investments”) serves as the investment adviser to the RTW Funds and may be deemed to beneficially own the securities held by the RTW Funds.

Roderick Wong, M.D., as Managing Partner and Chief Investment Officer of RTW Investments, may also be deemed to beneficially own the securities held by the RTW Funds.

Each reporting person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

The address of the business office of each of the reporting persons is 40 10th Avenue, Floor 7, New York, New York 10014.

Equity Compensation Plan Information

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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 .”

Other than as described below, there were no transactions since January 1, 2025 to which we have been a party, in which the amount involved in the transaction exceeded the lesser of (i) $120 thousand and (ii) 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our

knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “ Executive Compensation .”

Indemnification Agreements

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

For both types of

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

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

Exhibits, Financial Statement Schedules.

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Exhibit Number

Controlled Equity Offering℠ Sales Agreement, dated as of January 26, 2024 by and between Cantor Fitzgerald & Co.

and SAB Biotherapeutics, Inc.

January 26, 2024

Sales Agreement, dated December 29, 2025, by and between SAB Biotherapeutics, Inc.

and UBS Securities LLC

December 29, 2025

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

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January 3, 2024

Certificate of Designations of Preferences, Rights and Limitations of the Series B Convertible Non-Voting Preferred Stock

July 21, 2025

Specimen common stock Certificate of Registrant.

12 unchanged sentences

October 2, 2023

Form of Preferred Warrant

July 21, 2025

Form of Preferred Warrant

July 21, 2025

Amended and Restated Registration Rights Agreement.

6 unchanged sentences

Form of Indemnification Agreement.

March 31, 2025

SAB Biotherapeutics, Inc.

2 unchanged sentences

2021 Omnibus Equity Incentive Plan, as amended

August 8, 2024

September 26, 2025

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

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February 5, 2025

Letter from Mayer Hoffman McCann P.C.

to the Securities and Exchange Commission dated July 31, 2023

Form of Securities Purchase Agreement, dated July 21, 2025 by and among SAB Biotherapeutics, Inc.

and the purchasers named therein

July 21, 2025

Form of Registration Rights Agreement, dated July 21, 2025 by and among SAB Biotherapeutics, Inc.

and the holders named therein

July 21, 2025

Form of Support Agreement, dated July 21, 2025 by and among SAB Biotherapeutics, Inc.

and the holders named therein

July 21, 2025

Letter Agreement, dated July 21, 2025 by and between SAB Biotherapeutics, Inc.

and RA Capital Healthcare Fund, L.P.

July 21, 2025

Insider Trading Policy

March 31, 2025

List of Subsidiaries

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

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

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

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

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

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/s/ Samuel J.

Chair and Chief Executive Officer

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.

Reich and Lucy To, 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.

/s/ Samuel J.

Chair and Chief Executive Officer

Chief Executive Officer and Director

March 9, 2026

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Sullivan, PhD

/s/ Katie Ellias

/s/ David Zaccardelli, Pharm D.

Chairman of the Board

March 9, 2026

/s/ Christine Hamilton, MBA

David Zaccardelli, Pharm D.

/s/ Katie Ellias

March 9, 2026

Christine Hamilton, MBA

/s/ Scott Giberson, RPh, MPH, D.Sc.

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Scott Giberson, RPh, MPH, D.Sc.

/s/ Rita Jain, MD

March 9, 2026

Rita Jain, MD

/s/ David Link, MBA

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Jay Skyler, MD

/s/ Jeffrey G.

March 28, 2025

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024

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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”).

and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (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, 2025 and 2024, 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

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Long-term prepaid assets

Long-term investments

Operating lease right-of-use assets

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Notes payable

Accrued expenses and other current liabilities

Operating lease liabilities, current portion

Finance lease liabilities, current portion

Deferred grant income

Accrued expenses and other current liabilities

Total current liabilities

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Stockholders’ equity

Preferred stock;

Series A 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

10,000,000 shares authorized, 28,380 and 42,019 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

Series B Preferred stock;

$ 0.0001 par value;

2,928,570 shares authorized, 638,558 shares issued and outstanding at December 31, 2025 and 0 shares issued and outstanding as of December 31, 2024

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

800,000,000 shares authorized at December 31, 2025 and December 31, 2024;

47,664,564 and 9,343,533 shares issued at December 31, 2025 and December 31, 2024, respectively, and 47,609,899 and 9,288,868 outstanding at December 31, 2025 and December 31, 2024, respectively

Treasury stock, at cost;

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

54,665 shares held at December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

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( 110,895,167

( 124,168,850

Total stockholders’ equity

Total liabilities and stockholders’ equity

* 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.

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and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Income (Loss)

For The Year Ended December 31,

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Interest income

Total other income (expense)

Warrant issuance expense

Total other income

Net income (loss)

Other comprehensive income (loss):

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

Foreign currency translation

Total comprehensive loss

Loss per common share attributable to the Company’s shareholders

Basic and diluted loss per common share

Weighted-average common shares outstanding – basic and diluted

*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.

Foreign currency translation gain (loss)

Total comprehensive income (loss)

Income (loss) per common share attributable to the Company’s shareholders

Basic income (loss) per common share

Diluted loss per common share

Weighted-average common shares outstanding – basic

Weighted-average common shares outstanding – diluted

See accompanying notes to the consolidated financial statements.

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For the years ended December 31, 2025 and 2024

Preferred Stock

Mezzanine Equity

Series B Preferred Stock

Series A Preferred Stock

Treasury Stock

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Balance at December 31, 2024

Issuance of common stock for exercise of stock options

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

Professional fees settled with warrants

Professional fees settled with shares

Issuance of Series A Preferred Stock and warrants under private placement offering

Series A Preferred Stock warrant exercise

Conversion of Series A Preferred Stock into common shares

( 124,168,850

Stock-based compensation

Issuance of common stock pursuant to vesting of restricted stock units

Payment of taxes withheld on issuance of restricted stock units

Conversion of Series A Preferred Stock into common shares

Issuance of Series B Preferred Stock and warrants under private placement offering

Reclassification of Redeemable Preferred Stock to Permanent Equity upon Requisite Approval

Conversion of Series B Preferred Stock into common shares

Reclassification of PIPE Warrants to Permanent Equity following shareholder approval

Foreign currency translation

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

Balance at December 31, 2025

( 110,895,167

See accompanying notes to the consolidated financial statements.

Preferred Stock

Treasury Stock

Paid-In Capital

Accumulated Other Comprehensive Income (Loss)

Total Stockholders’

Balance at December 31, 2023

Stock-based compensation

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( 124,168,850

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

See accompanying notes to the consolidated financial statements.

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Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

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Stock-based compensation expense

Gain on sale of equipment

Loss on private placement issuance

Gain from private placement warrant termination

Net realized and unrealized gain on investment in short-term securities

Changes in fair value of warrant liabilities

Accretion of discounts on short-term investments

Professional fees settled with equity instruments

Write-off of deferred issuance costs

Changes in operating assets and liabilities

Accrued interest receivable

Accounts receivable

Prepaid expenses and other current assets

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Purchases of investment securities

( 142,035,560

Sales and maturities of investments

Net cash used in investing activities

( 121,706,130

Cash flows from financing activities:

Proceeds from private placement issuance of preferred stock and warrants

Proceeds from exercise of private placement preferred warrants

Proceeds from the 2025 PIPE, net of Series B issuance costs

Payment of deferred issuance costs

Proceeds from issuance of notes payable

Payments of notes payable

Principal payments of notes payable

Principal payments on finance leases

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

Settlement of accrued liabilities through the issuance of common stock

Issuance of common stock for prepaid marketing and investor related consulting services

Fair value of private placement preferred warrant liability associated with warrant exercise

Deferred issuance costs included in accrued expenses

Reclassification of warrants from liability to equity

Reclassification of Redeemable Preferred Stock to Permanent Equity upon Requisite Approval

See accompanying notes to the consolidated financial statements.

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(1) Nature of Business

SAB Biotherapeutics, Inc., a Delaware corporation (“SAB” or “SAB Biotherapeutics”, and together with its subsidiaries, the “Company”), is a clinical-stage biopharmaceutical company focused on the development 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.

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 immunoglobulins (“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 hIgGs 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”).

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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.

SAB Australia’s research and development activities qualify for the Australian government’s tax credit program.

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 .

As of December 31, 2025, the Company had an accumulated deficit of $ 110.9 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.

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

Based on the Company’s current level of operating expenses, existing resources will be sufficient to cover operating cash needs through at least the twelve months following the date of this report.

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

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

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

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

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

(2) Summary of Significant Accounting Policies

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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.

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 .

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Fair Value Measurements

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

measurement date.

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

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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 .

The Company had $ 0.2 million deferred issuance costs as of December 31, 2025 related to the Company’s sales agreement with UBS Securities LLC.

The Company had $ 0.3 million in deferred issuance costs as of December 31, 2024 related to the Company’s sales agreement with Cantor Fitzgerald & Co.

See Note 10, Stockholders’ Equity, for further details on the sales agreements.

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.

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

treasury securities.

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.

The Company accounts for 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.

At December 31, 2025, the Company’s short-term and long-term investments consisted of U.S.

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

The Company classifies these securities as current and non-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 recognizes the change in fair value of equity securities within other income in the consolidated statements of operations and comprehensive income (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 balance sheets.

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

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

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

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

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

Factors considered in determining whether an unrealized loss is the result of credit-related factors include the extent to which the fair value is less than the cost basis, any changes to the rating of the security by a rating agency, the financial condition and near-term prospects of the issuer, any historical failure of the issuer to make scheduled interest or principal payments, any adverse legal or regulatory events affecting the issuer or issuer’s industry, any significant deterioration in economic condition and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

The Company did no t record an allowance for credit losses on its available-for-sale debt securities during the years ended December 31, 2025 and 2024 .

Concentration of credit risk

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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.

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.

Instead, the Company recognized lease payments in the Consolidated Statements of Operations and Comprehensive Income (Loss) 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.

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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.

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

For the years ended December 31, 2025 and 2024 , there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials.

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Animal facility equipment

Animal facility

Laboratory equipment

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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.

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.

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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

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

Translation adjustments have no

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

Translation adjustments have no effect on net income (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.

The components of comprehensive loss for the years ended December 31, 2025 and 2024 consist of net income (loss), foreign currency translation adjustments from its subsidiaries not using the U.S.

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

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

dollar as their functional currency.

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

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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.

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.

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 recognized $ 1.9 million and $ 2.0 million in tax credit income for years ended December 31, 2025 and 2024, respectively.

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

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.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires entities to disclose disaggregated information about their effective tax rate reconciliations as well as expanded information on income taxes by jurisdiction.

The standard is effective for fiscal years beginning after December 15, 2024 on a prospective basis.

The Company adopted this standard for fiscal year 2025, which resulted in incremental income tax disclosures.

S ee Note 15, Income Taxes.

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)”.

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

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

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.

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.

There was no revenue recognized for the year ended December 31, 2025 and approximately $ 1.3 million recognized from government grants for the year ended December 31, 2024 .

We had various grants from the US Department of Defense that terminated in 2022.

We satisfied all obligations under these arrangements as of December 31, 2024.

(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.

The Company computed basic earnings (loss) per share of common stock based on the weighted average number of shares of common stock utilizing the two-class method.

The Company computed diluted earnings (loss) per share of common stock based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the period, if applicable.

The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the years ended December 31, 2025 and 2024:

For The Year Ended December 31,

Calculation of basic and diluted loss per share

attributable to the Company’s shareholders

Net loss attributable to the Company’s shareholders

Weighted-average common shares outstanding –

basic and diluted

Net loss per share, basic and diluted

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.

Calculation of basic income (loss) per share attributable to the Company’s shareholders

Net income (loss)

Net income attributable to participating securities

Net income (loss) attributable to common stockholders - basic

Weighted-average common shares outstanding - basic

Earnings per share - basic

Calculation of diluted income (loss) per share attributable to the Company’s shareholders

Net income (loss)

Change in fair value of warrant liabilities

Net income (loss) attributable to common stockholders - diluted

Weighted-average common shares outstanding - basic

Series B warrants and preferred stock

Weighted-average common shares outstanding – diluted

Net income (loss) per share - diluted

Net income (loss) per share is calculated utilizing the two-class method.

In periods of income, the outstanding shares of preferred stock are considered to be participating securities.

As a result, income is allocated to the common stock and participating securities.

In periods of loss, the preferred stock is not considered to be a participating security.

Potentially dilutive shares of common stock from employee equity incentive plans, warrants and earnout shares are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding RSUs, warrants, and earnout shares.

The potentially dilutive impact from the assumed issuance of common stock associated with a contractual conversion feature is determined by applying the if-converted method to the assumed exercise of the outstanding conversion feature.

When computing diluted income (loss) per share, adjustments to the numerator are made for any changes in income (loss) such as changes in fair value that would not have occurred assuming the exercised or conversion of the potentially dilutive securities.

During the year ended December 31, 2025 , the Company recognized a gain of $ 62.0 million related to in-the-money warrants to purchase Series B preferred stock.

As a result, the numerator is adjusted by these amounts in applying the treasury stock method and assuming the exercise of these instruments.

The denominator is adjusted assuming the exercise of these instruments and the conversion of all outstanding shares of Series B preferred stock.

The Company’s other potentially dilutive securities, which include stock options, restricted stock awards, common stock warrants, preferred 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.

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:

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Stock options and awards

Convertible Debt

Common Stock Warrants (1)

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Contingently issuable Earnout Shares from unexercised Rollover

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

the 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.

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

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

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

(2) 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.

(2) Represents 4,504,824 and 6,669,742 shares of common stock underlying 28,380 and 42,019 issued and outstanding shares of Series A-2 Preferred Stock, for the years ended December 31, 2025 and 2024, 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.

(3) Represents 17,002,381 shares of common stock underlying 107,115 outstanding Preferred Tranche C Warrants (as defined below) for the year ended December 31, 2025, and 6,800,953 and 17,002,381 common shares underlying 42,846 outstanding Preferred Tranche B Warrants (as defined below) and 107,115 outstanding Tranche C Warrants, respectively, for the year ended December 31, 2024 See Note 12, Warrants for further details on the Company’s outstanding warrants.

(6) Property, plant and equipment

As of December 31, 2024 and 2023, the Company’s equipment was as follows:

As of December 31, 2025 and 2024, the Company’s property, plant and equipment was as follows:

December 31, 2024

Laboratory equipment

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Animal facility equipment

Construction-in-progress

Leasehold improvements

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Property, plant and equipment, net

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

Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was $ 3.0 million and $ 4.7 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.

For the year ended December 31, 2024 , the Company recorded an expense of approximately $ 0.9 million for an out-of period adjustment related to the amortization of leasehold improvements, $ 0.7 million included in research and development expense and $ 0.2 million is included in general and administrative expense.

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

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

This lease was amended 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.

This lease was renewed in January 2025 for a five-year -term ending on December 31, 2029 .

This lease can be terminated with one-year advance written notice and does not include an option to extend beyond the life of the current term.

The lease costs are approximately $ 50 thousand per month

through 2025, with an annual increase of 2 % through 2029.

The lease does not provide an implicit rate, and, therefore, the Company used an IBR of 9.90 % as the discount rate when measuring the operating lease liability.

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

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

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

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

The Company entered into a lease for office, laboratory, and warehouse space in November 2020, which 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 Company entered into a lease for office, laboratory, and warehouse space in November 2020, as amended in July 2022, and renewed in November 2023.

This renewed 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 lease costs are $ 31 thousand per month for the November 2023 lease renewal.

The Company used an IBR of 8.14 % as the discount rate when measuring the operating lease liability for the November 2023 lease renewal.

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

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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 lease costs are approximately $ 7 thousand per month through 2024, with annu al 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.

In September 2025, the Company signed a new lease, expanding the lease space of 1,272 square feet to 3,099 square feet.

The lease commenced in January 2026.

The op erating 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.

25 unchanged sentences

Operating lease expense was approximately $ 1.1 million and $ 0.8 million , respectively, for the years ended December 31, 2025 and 2024.

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.

Operating lease costs were approximately $ 1.0 million and $ 0.1 million for research and development and general and administrative expenses, respectively, on the consolidated statement of operations for the year ended December 31, 2025 .

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

Finance lease costs for the years ended December 31, 2025 and 2024 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.

2 unchanged sentences

Cash payments under operating and finance leases were approximately $ 0.8 million and $ 0.4 million , respectively, for the year ended December 31, 2024.

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, 2025 and the variable lease cost was insignificant for the year ended December 31, 2025 .

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 .

(8) Accrued Expenses and Other Current Liabilities

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(9 ) Notes Payable

As of December 31, 2024 and 2023, notes payable was as follows:

Insurance financing note payable

8% Unsecured Convertible Note

Total notes payable

notes payable - current portion

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.

The Company entered into a premium financing agreement to fund certain Directors and Officers (“D&O”) liability insurance policy premiums.

Under the terms of the agreement, the lender was granted a first‑priority lien and security interest in the financed insurance policies and all related amounts, including (a) returned or unearned premiums, (b) additional cash contributions or collateral amounts assessed by insurers and financed by the lender, (c) credits generated by the financed

policies, (d) dividend payments, and (e) loss payments that reduce unearned premiums.

In cases where premiums under any financed policy may become fully earned in the event of a loss, the lender was designated as a loss payee with respect to such policy.

For the year ended December 31, 2025, the Company did not utilize premium financing for its D&O liability insurance.

Instead, the annual policy premium was paid in full at inception in December 2025.

For the year ended December 31, 2024, the Company entered into a premium financing agreement for total premiums, taxes, and fees of approximately $ 516 thousand , bearing an annual interest rate of 7.37 % .

The financing was repaid through monthly installments, with the final payment made on September 22, 2025.

The Company incurred approximately $ 6 thousand and $ 17 thousand of interest expense related to this financing arrangement for the years ended December 31, 2025 and 2024, respectively.

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

(10) Stockholders’ Equity

Authorized and Outstanding Capital Stock

1 unchanged sentence

The total amount of authorized capital stock consists of 800,000,000 shares of common stock and 10,000,000 shares of preferred stock.

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”).

As of December 31, 2025, 47,609,899 shares of common stock, 28,380 shares of Series A Preferred Stock and 638,558 shares of Series B Preferred Stock were outstanding.

Series A Preferred Stock and Warrants

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

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,

the Company issued 59,654 shares of Series A-1 Preferred Stock for aggregate proceeds of approximately $ 59.65 million upon the exercise of the Tranche A Warrants.

In connection with the September 2023 Offering, the Company issued an aggregate of 67,154 shares of convertible Series A-1 Preferred Stock.

Following shareholder approval of the September 2023 Offering and pursuant to the Certificate of Designation, 24,918 shares of convertible Series A-1 Preferred Stock were automatically converted into an aggregate of 3,954,674 shares of common stock, and the remaining 42,236 shares of convertible Series A-1 Preferred Stock were converted into an aggregate of 42,236 shares of convertible Series A-2 Preferred Stock.

During the twelve months ended December 31, 2024 , 217 shares of Series A-2 Convertible Preferred Stock were converted into an aggregate of 34,445 shares of common stock.

The following is a summary of the terms of the Series A Preferred Stock:

At all times while shares of Series A Preferred Stock are issued and outstanding, holders of Series A Preferred Stock shall be entitled to receive dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common- Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock.

Voting Rights .

Holders of the Series A Preferred Stock are entitled to vote together with the Common Stock on an as-if-converted-to-Common-Stock basis.

Holders of Common Stock are entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.

Accordingly, holders of Series A Preferred Stock will be entitled to one vote for each whole share of Common Stock into which their Series A Preferred Stock is then-convertible on all matters submitted to a vote of stockholders, except that the holders of Series A Preferred Stock are not entitled to vote their shares of Series A Preferred Stock in excess of the “beneficial ownership blocker” set forth in the Series A Certificate of Designations, as it relates to each holder of Series A Preferred Stock.

Each holder of Series A Preferred Stock may designate whether the limit of such beneficial ownership blocker is 4.99 % or 9.99 % of the shares of Common Stock outstanding.

For information pertaining to the Company’s outstanding warrants to purchase shares of the Company’s preferred stock, see Note 12, Warrants .

During the fourth quarter of 2023, holders exercised Preferred Tranche A Warrants to purchase an aggregate of 59,654 shares of Series A-1 Preferred Stock for gross proceeds of approximately $ 59.65 million.

Unexercised Preferred Tranche A Warrants, together with the associated Tranche B Warrants, were forfeited or cancelled in accordance with the terms of the September 2023 Purchase Agreement.

Preferred Tranche C Warrants remain outstanding and exercisable until the five ( 5 ) year anniversary of their exercisability date.

The Company issued an aggregate of 67,154 shares of Series A-1 Preferred Stock in connection with the September 2023 Offering and the exercise of the Preferred Tranche A Warrants.

Following receipt of required stockholder approval, 24,918 shares of Series A-1 Preferred Stock were automatically converted into an aggregate of 3,954,674 shares of common stock at a conversion price of $ 6.30 per share (approximately 158.8 shares of common stock for each share of Series A-1 Preferred Stock).

The remaining 42,236 shares of Series A-1 Preferred Stock were converted into an equal number of shares of Series A-2 Preferred Stock, which are convertible into common stock at the same conversion price of $ 6.30 per share, subject to certain beneficial ownership limitations as set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock (the “Certificate of Designation”).

13,639 and 217 shares of series A-2 Preferred Stock were converted into 2,164,918 and 34,445 shares of common stock during the years ended December 31, 2025 and 2024, respectively.

Holders of Series A Preferred Stock are entitled to receive dividends on an as-converted-to-common-stock basis and to vote together with holders of common stock, subject to a beneficial ownership blocker of either 4.99 % or 9.99 %, as elected by each holder.

The shares of Series A Preferred Stock are convertible into common stock at a conversion price of $ 6.30 per share.

For additional information regarding the Company’s outstanding warrants, refer to Note 12, Warrants .

Series B Convertible Preferred Stock and Warrants

On July 21, 2025, the Company entered into the July 2025 Purchase Agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement, (i) 1,000,000 Series B Shares convertible into 100,000,000 shares of Common Stock, (ii) Release Date Warrants to purchase up to 500,000 shares of Series B Preferred Stock, and (iii) Enrollment Date Warrants to purchase up to 1,000,000 shares of Series B Preferred Stock.

The closing of the Series B Offering occurred on July 22, 2025.

The aggregate gross proceeds to the Company from the issuance and sale of the Series B Shares, Release Date Warrants, and Enrollment Date Warrants was $ 175 million, before deducting fees to be paid to the placement agents and financial advisors of the Company and other estimated offering expenses payable by the Company.

The Company incurred $ 11.1 million in offering costs resulting in net proceeds of $ 163.9 million.

The aggregate exercise price of the Warrants is approximately $ 284 million.

The Release Date Warrants and Enrollment Date Warrants were initially recorded at fair value of $ 152.7 million as these instruments were considered to be liability classified at issuance because the underlying preferred shares were redeemable, requiring the Company to settle the instruments in cash under certain conditions.

The remaining gross proceeds of $ 22.3 million was allocated to the Series B Preferred Stock.

The Company allocated the offering costs to each of the instruments utilizing the relative fair value method.

As a result, total offering costs of $ 11.1 million were allocated, with $ 4.9 million allocated to the warrants and expensed in the period ending September 30, 2025 and $ 6.2 million allocated to the Series B Preferred Stock and treated as a reduction in proceeds.

At the Company’s special meeting of stockholders held on September 26, 2025 (the “2025 Special Meeting”), the stockholders approved, among other things, the issuance of all shares of Common Stock issuable upon conversion of the Series B Preferred Stock.

Following such approval, the Series B Preferred Stock automatically converted into the Conversion Shares s ubject to a conversion cap that limits the conversion of the Series B Preferred Stock such that a holder may not beneficially own more than 4.99 % of the shares of Common Stock that would be issued and outstanding following such conversion.

This resulted in 361,442 shares of Series B Preferred Stock converting into 36,144,200 shares of Common Stock.

The Series B Preferred Stock is entitled to receive dividends on an as-converted-to-common-stock basis when and if declared by the Board of Directors and converts to common stock at a ratio of one-for-one hundred, subject to certain potential adjustments.

From the date of issuance until the requisite approval, the Series B Preferred Shares contained a redemption right that was outside of the Company’s control.

Following the requisite approval, there is no liquidation preference or redemption rights and the shares are considered to be equity classified.

After Requisite Approval at the option of the holder they can convert the Series B Preferred Stock shares to shares of the Company’s Common Stock subject to certain ownership limitations.

Following stockholder approval, each share of Series B Preferred Stock, is convertible into Conversion Shares at a conversion price of $ 1.75 per share.

The Release Date and Enrollment Date Warrants provide for the purchase of up to 500,000 and 1,000,000 shares of Series B Preferred Stock, respectively.

The Release Date Warrants and Enrollment Date Warrants have an exercise price of $ 218.75 and $ 175.00 per share, respectively.

The Release Date Warrants have an expiration of the earlier of five years from the issuance date or the Phase II Release Date (as defined in the warrant).

The Enrollment Warrants have an expiration date of the earlier of five years from the issuance date or the Phase II Enrollment Date (as defined in the warrant).

The Release Date and Enrollment Date Warrants were initially classified as liabilities because the underlying preferred shares were redeemable, requiring the Company to settle the instruments in cash under certain conditions.

Upon receiving the requisite approval on September 26, 2025, the preferred stock was no longer redeemable, and the Release Date Warrants and Enrollment Date Warrants were reclassified from liabilities to stockholders’ equity.

Following the requisite approval on September 26, 2025, the change in fair value of $ 62.0 million was recorded as other income.

For additional information regarding the Company’s outstanding warrants, refer to 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, 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.”

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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.

On December 29, 2025, the Company entered into a Sales Agreement (the “Agreement”) with UBS Securities LLC, relating to shares of common stock.

In accordance with the terms of the Agreement, the Company may offer and sell shares of our common stock having an aggregate offering price of up to $ 75 million from time to time through UBS Securities LLC, acting as the Company’s sales agent.

As of December 31, 2025 , up to $ 75 million remains to be sold under the Agreement.

On January 26, 2024, the Company entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co.

providing for sales of up to $ 20 million of common stock;

no shares were sold during the year ended December 31, 2025 and effective December 17, 2025, the Company terminated the agreement with no costs or payments associated.

(11) Stock-based Compensation

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As of December 31, 2025, there were 728,650 shares of common stock reserved for issuance under the 2014 Equity Incentive Plan, with 525,833 shares of common stock available for grant and 202,817 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.

The Company adopted the 2021 Omnibus Equity Incentive Plan (as amended, 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”).

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 “Annual 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”).

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 Annual Increase from 2 % to 5 % (the “2021 Plan Amendment”).

At the 2025 Special 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 24,180,000 and increased the maximum number of additional shares available pursuant to the Annual Increase from 10,000,000 shares to 73,750,000 shares.

As of December 31, 2025, there were 31,880,218 shares of common stock reserved for issuance under the 2021 Equity Incentive Plan, with 11,180,624 shares of common stock available for grant an d 20,699,594 shares of common stock underlying outstanding grants.

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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.

No shares were issued under the ESPP during either the years ended December 31, 2025 and 2024 , and no stock-based compensation expense was recognized.

As of December 31, 2025 , 100,000 shares remained available for future issuance.

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The dividend assumption is based on the Company’s history and expectation of dividend payouts.

The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the

foreseeable future.

The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future.

Therefore, the Company has assumed no dividend yield for purposes of estimating the fair value of the options.

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Expected volatility

103.9 - 124.4

Weighted-average volatility

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Unvested as of December 31, 2024

Vested and unissued as of December 31, 2023

Issuance of shares vested during the twelve months ended December 31, 2023

Vested and issued during the twelve months ended December 31, 2024

Vested and issued

Unvested as of December 31, 2025

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.

At December 31, 2025, the Company had an aggregate of $ 0.1 million of unrecognized equity-based compensation related to restricted stock units (“RSUs”) outstanding.

During the year ended December 31, 2025 , a total of 16,723 RSUs vested.

The aggregate fair value of RSU’s vested during the twelve month period was approximately $ 0.2 million .

Of the 16,723 RSU’s issued 4,810 units were withheld and returned to the Company in satisfaction of employee payroll withholding tax obligations.

For the year ended December 31, 2025, the Company issued a net total of 11,913 RSUs.

The unrecognized expense for restricted stock units is expected to be recognized within future operating results over a weighted average period of 0.94 years.

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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.

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 (as adjusted following the Reverse Stock Split), subject to adjustment as discussed herein.

Once the warrants become exercisable, the Company may call the warrants for redemption:

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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.

Each warrant will expire on the fifth anniversary of the Business Combination, 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.

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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.

Each warrant will expire on the fifth anniversary of the Business Combination, 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.

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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

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”).

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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.

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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.

As of December 31, 2025 , the Company had outstanding 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.

The 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.

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The Preferred PIPE Placement Agent Warrants have an exercise price equal to $ 6.30 per share (subject to adjustment for stock dividends and splits) and are exercisable in whole or in part, at any time or times on or after the issuance date and on or before October 2, 2028.

The Preferred Placement Agent Warrant was classified in equity in additional paid-in capital.

The Preferred PIPE Placement Agent Warrant was classified in equity in additional paid-in capital.

Preferred PIPE Series B Warrants

On July 21, 2025, the Company issued the Release Date Warrants and Enrollment Date Warrants to various investors as part of the Series B Offering.

The Release Date Warrants and Enrollment Date Warrants provide for the purchase of up to 500,000 and 1,000,000 shares of Series B Preferred Stock, respectively.

The Release Date Warrants and Enrollment Date warrants have an exercise price of $ 218.75 and $ 175.00 per share, respectively.

The Release Date Warrants have an expiration of the earlier of five years from the issuance date or the Phase II Release Date.

The Enrollment Warrants have an expiration date of the earlier of five years from the issuance date or the Phase II Enrollment Date.

The Release Date Warrants and Enrollment Date Warrants were initially classified as liabilities because of the underlying preferred shares were redeemable, requiring the Company to settle the instruments in cash under certain conditions;

however, upon receiving the requisite approval on September 26, 2025, the preferred stock was no longer redeemable, and the Release Date Warrants and Enrollment Date Warrants were reclassified from liabilities to stockholders’ equity.

The following table summarizes warrant activity for the year ended December 31, 2025 and 2024:

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December 31, 2025

Business Combination Public Warrants

Private Placement Warrants

PIPE Warrants

Common Stock Warrants

Equity Classified

PIPE Placement Agent Warrants

Preferred PIPE Placement Agent Warrants

Ladenburg Warrants

PIPE Warrants

Liability Classified

Business Combination Public Warrants

Private Placement Warrants

Preferred Stock Warrants

Equity Classified

Preferred PIPE Series B Warrants

Liability Classified

Preferred Tranche B Warrants (1)

Preferred Tranche C Warrants

Preferred PIPE Placement Agent Warrants

(1) On January 1, 2025, 42,846 Preferred Tranche B Warrants expired, unexercised.

The Company recognized a gain of $ 3 thousand in other income in our consolidated statement of operations, representing the fair value of the

warrants at expiration.

The valuation as of December 31, 2024, was based on a risk-free interest rate of 3.93 %, an expected remaining term of 0.23 periods, implied volatility of 75 %, and an underlying stock price of $ 309.37 .

Warrants Issued

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Warrants Forfeited

December 31, 2023

Business Combination Public Warrants

Private Placement Warrants

PIPE Warrants

Common Stock Warrants

Equity Classified

PIPE Placement Agent Warrants

Preferred PIPE Placement Agent Warrants

Ladenburg Warrants

Tranche A Warrants

PIPE Warrants

Liability Classified

Business Combination Public Warrants

Private Placement Warrants

Preferred Stock Warrants

Liability Classified

Tranche B Warrants

Tranche C Warrants

Preferred PIPE Placement Agent Warrants

Presentation and Valuation of the Warrants — Liability Classified Warrants

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Closing common stock price on the measurement date

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.

Series A Preferred Warrants

As a result, the Series A 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, 2025 and December 31, 2024.

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 and comprehensive loss for the years ended December 31, 2025 and 2024.

The Company established the fair value of the Series A 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)

Expected term remaining (periods) (1)

Implied volatility

Underlying Stock Price (Preferred Series A)

(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:

Risk-free interest rate (1)

Expected term remaining (periods) (1)

Implied volatility

Underlying Stock Price (Preferred Series A)

(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, 2025 and 2024 were as follows:

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(1) Reflects a probability-weighted input derived from multiple Black-Scholes calculations.

These calculations incorporate the Company’s estimated probability of dissolution, should the Company’s intellectual property fail to yield positive results in forthcoming clinical trials, potentially leading to dissolution before 2028.

The estimated probability that dissolution does not occur was 38.5 % and 25.0 % as of December 31, 2024 and 2023, respectively .

Equity Classified Warrants

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

These calculations incorporate the Company’s estimated probability of dissolution, should SABS’ intellectual property fail to yield positive results in forthcoming clinical trials, potentially leading to dissolution before 2028.

The probability was 40.0 % and 38.5 % as of December 31, 2025 and 2024, respectively .

Series B Preferred Warrants

The Release Date Warrants and Enrollment Date Warrants initially classified as liabilities because the underlying preferred shares were redeemable, requiring the Company to settle the instruments in cash in certain conditions.

As a result of the redemption feature of the Series B Convertible Preferred Stock, the Release Date Warrants and Enrollment Date Warrants were accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity ’ s Own Equity.

Upon receiving the requisite approval on September 26, 2025, the preferred stock was no longer redeemable and the Release Date Warrants and Enrollment Date Warrants were reclassified from liabilities to stockholders’ equity.

The initial fair value of the warrant liabilities were measured at fair value at the closing date of the Series B Offering, and changes in the fair value of the warrant liabilities through September 26, 2025 were presented within changes in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2025.

Upon the requisite approval on September 26, 2025, the fair value of the warrants was reclassified into stockholders’ equity.

The Company established the fair value of the Release Date Warrants and Enrollment Date Warrants utilizing the Black-Scholes Merton formula.

The Release Date Warrants and Enrollment Date 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 Release Date Warrants and Enrollment Date Warrants.

The key inputs utilized in determining the fair value of each Release Date Warrant as of July 21, 2025 and September 26, 2025, respectively, were as follows:

July 21, 2025

September 26, 2025

Risk-free interest rate (1)

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Implied volatility

Closing common stock price on the measurement date

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

Underlying Stock Price (Preferred Series B)

(1) Reflects a probability-weighted input derived from multiple Black-Scholes calculations.

These calculations incorporate the Company’s estimated probability of failure to release top-line data from the Phase 2b SAFEGUARD trial of SAB -142 (the “Release Date”).

The probability was 10 % as of September 26, 2025

The key inputs utilized in determining the fair value of each Enrollment Date Warrant as of July 21, 2025 and September 26, 2025, respectively, were as follows:

July 21, 2025

September 26, 2025

Risk-free interest rate (1)

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Implied volatility

Closing common stock price on the measurement date

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 .

Underlying Stock Price (Preferred Series B)

(1) Reflects a probability-weighted input derived from multiple Black-Scholes calculations.

These calculations incorporate the Company’s estimated probability of failure to achieve full enrollment of the Phase 2b SAFEGUARD trial of SAB-142 (the “Enrollment Date”).

The probability was 5 % as of September 26, 2025.

(13) Fair Value Measurements

9 unchanged sentences

Money market funds

treasury securities

Short-term investments

treasury securities

Corporate Bonds

Long-term investments

treasury securities

Corporate Bonds

Public Warrant liability

Private Placement Warrant liability

Preferred Warrants

Tranche C Preferred Warrants

As of December 31, 2024

Cash equivalents

Money market funds

treasury securities

Short-term investments

treasury securities

Public Warrant liability

Private Placement Warrant liability

Preferred Warrants

Tranche C and B Preferred Warrants

The following table provides a summary of changes in Level 3 fair value measurements for the Private Placement Warrant Liability:

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(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:

Available-For-Sale Debt Securities

At December 31, 2025, 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, 2025

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treasury securities

There was one security in an unrealized loss position at December 31, 2024, all of which have been in a continuous unrealized loss position for less than 12 months.

The unrealized losses on the Company’s available-for-sale debt securities as of December 31, 2024 were caused by fluctuations in market value and interest rates as a result of the economic environment.

The Company concluded that an allowance for credit losses was unnecessary as of December 31, 2024 because the decline in the market value was attributable to changes in market conditions and not credit quality, and that it is neither management’s intention to sell nor is it more likely than not that the Company will be required to sell these investments prior to recovery.

Gross realized gains and losses on the sale of short-term investments are included in other income in the Company’s consolidated statements of operations and comprehensive loss.

The Company had realized gains and losses of less than $ 1 thousand, respectively, for the year ended December 31, 2024.

These amounts are included in other income (expense) in the consolidated statements of operations.

During twelve months ended December 31, 2024, the Company recognized total net gains and losses on equity securities of $ 26 thousand , comprising of $ 53 thousand of unrealized gains on securities still held as of year-end and $ 26 thousand of realized losses on securities sold during the period.

These amounts are included in other income (expense) in the consolidated statements of operations.

No gains or losses on equity investments were recognized or realized for the year ended December 31, 2023.

Accrued interest receivable, related to the above investment securities amounted to $ 55 thousand for the year ended December 31, 2024 and are included within accrued interest receivable on the consolidated balance sheet.

There were no interest receivables as of December 31, 2023 .

Corporate Bonds

treasury securities

Corporate Bonds

At December 31, 2024, the fair value and amortized cost of the Company’s available-for-sale debt securities, summarized by type of security, consisted of the following:

As of December 31, 2024

Amortized Cost

Unrealized Gains

Unrealized Losses

treasury securities

The amortized cost and estimated fair value by maturity or next repricing date of investment securities at December 31, 2025 are shown in the following table.

Fixed rate securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options.

Accordingly, actual maturities may differ from contractual maturities.

As of December 31, 2025

Amortized Cost

Within one year or less

One through five years

The following table shows gross unrealized losses and fair values of available-for-sale securities for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous loss position as of December 31, 2025:

Unrealized losses less than 12 months

Unrealized losses 12 months or greater

Number of Individual Securities

Unrealized Loss

Number of Individual Securities

Unrealized Loss

Number of Individual Securities

Unrealized Loss

Available-for-sale securities:

treasury securities

Corporate Bonds

Unrealized losses less than 12 months

Unrealized losses 12 months or greater

Number of Individual Securities

Unrealized Loss

Number of Individual Securities

Unrealized Loss

Number of Individual Securities

Unrealized Loss

Available-for-sale securities:

treasury securities

The unrealized losses on the Company’s available-for-sale debt securities as of December 31, 2025 and 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, 2025 and 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 and long-term investments are included in other income in the Company’s consolidated statements of operations and comprehensive income (loss).

The Company realized $ 2 thousand in gains for the year ended December 31, 2025 and realized no gains or losses for the year ended December 31, 2024.

Accrued interest receivable related to the above investment securities was $ 0.9 million and $ 0.1 million at December 31, 2025 and 2024, respectively, and is included within accrued interest receivable on the consolidated balance sheets.

Equity Securities

The Company holds investments in mutual funds that are classified as equity securities, primarily representing diversified portfolios of publicly traded equity instruments managed by third-party investment advisors.

As of December 31, 2025 and 2024 , the Company had $ 59.1 million and $ 5.6 million, respectively, of equity securities included within short-term investments on the consolidated balance sheets.

The following is a summary of unrealized and realized gains (losses) recognized on equity securities included in other income (expense) in the consolidated statements of operations and comprehensive income (loss).

For The Year Ended December 31,

Net gains (losses) recognized during the period

Realized net gains (losses) recognized on equity securities sold

Unrealized net gains (losses) recognized on equity securities held

(15) Income Taxes

The components of net income before income tax expense are as follows:

During the years ended December 31, 2025 and 2024, the Company did not record a provision for income taxes because it has incurred operating losses and maintained a full valuation allowance against its deferred tax assets.

Net deferred tax assets as of December 31, 2025 and 2024 consisted of the following:

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Compensation accruals

Amortizable R&D Intangibles

Amortizable Research and development intangibles

Other deferred tax assets

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Deferred tax liabilities:

Property, plant and equipment

Other deferred tax liabilities

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The rate reconciliation was as follows:

Rate reconciliation:

Net loss before tax

Federal income tax at statutory rate

State and local, net of federal effect

Nontaxable or nondeductible items

Warrant liability

Equity issuance costs

Effect of changes in tax laws or rates enacted in the current period

Effect of cross-border tax laws

Foreign disregarded entity

Research and development tax credit

True up of research and development tax credit

Change in valuation allowances

Foreign tax effects

Effects of rates different than statutory

Non-deductible item (Research and development expenditures)

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate

Federal income tax at statutory

Research and development credit RTP

Other permanent items

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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.

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.

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The valuation allowance increased by approximately $8.9 million and increased by approximately $ 8.6 million, respectively, for the years ended December 31, 2025 and 2024.

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.

As of December 31, 2025, the Company has federal and state net operating loss carryforwards in the amount of $ 82.6 million and $ 2 million, respectively.

As of December 31, 2024, the Company has federal and state net operating loss carryforwards in the amount of $ 59.9 million and $ 1.1 million, respectively.

The federal net operating loss can be carried forward indefinitely.

The Company's state net operating loss carryforwards expiration periods range from 2041 to indefinite.

In addition, the Company had federal tax credit carryforwards of $ 1.7 million and $ 2.0 million, respectively for the years ended December 31, 2025 and 2024 which are available to reduce future federal income taxes through 2045.

Utilization of the Company’s net operating loss (and tax credit carryforwards) are subject to annual limitation(s) due to ownership changes that occurred as a result of the October 2023 Private Placement and the July 2025 Purchase Agreement.

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%.

The “One Big Beautiful Bill Act” (“OBBBA”) enacted on July 4, 2025, introduced notable changes to the U.S.

Internal Revenue Code, including immediate expensing of domestic Section 174 costs.

Section 174 costs are expenditures, which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software, or technique.

As previously required under the Tax Cuts and Jobs Act, we capitalized research and development expenditures in the years ended December 31, 2022 through December 31, 2024.

The Company continues to capitalize research and development expenditures for the year ended December 31, 2025.

GAAP provides that the tax effects from uncertain tax positions can be recognized in the consolidated financial statements only if the position is more likely than not of being sustained on audit, based on the technical merits of the position.

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The Company 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.

The Company made contributions of approximately $ 0.4 million and $ 0.4 million , for the years ended December 31, 2025 and 2024 , 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.

In October 2024, the Company entered into a clinical master services agreement and work orders with Fortrea Holdings Inc.

(“Fortrea”) to act as the c ontract research organization (“CRO”) overseeing the Company’s Phase 2b efficacy and safety study for SAB-142.

Approximately $ 7.3 million and $ 0.4 million was expensed with respect to the Fortrea agreements during the years ended December 31, 2025 and 2024 , respectively, which amounts are included in research and development expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

The Company expects to make substantial payments to Fortrea over the next 12 to 18 months in connection with services provided by Fortrea, as well as clinical trial site and other pass-through costs relating to the Phase 2b efficacy and safety study for SAB-142.

(19) Segment Reporting

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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:

A reconciliation to consolidated operating expenses as our single segment operating loss for the years ended December 31, 2025 and 2024 is included in the table below:

Year Ended December 31,

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Lab services, consulting, and other direct research costs

Contract Manufacturing

Total direct research and development expenses

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Total operating expense

The measure of segment assets is reported on the Consolidated Balance Sheets as Cash and cash equivalents and Short-term investments.

The measure of segment assets is reported on the Consolidated Balance Sheets as Cash and cash equivalents and Short-term and Long-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.

The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements.

The Company is not aware of any subsequent events that occurred that would be required to be disclosed in, or would be recognized, in these consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures