SAB Biotherapeutics, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the fiscal year covered by this Annual Report. 81 Management’s Report on Internal Control over Financial Reporting Management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a- 15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO framework”). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP. An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the COSO framework. Based on evaluation under these criteria, management determined that our internal control over financial reporting was effective as of December 31, 2025. Changes in 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. Item 9B. Other Information . Rule 10b5-1 Trading Plans 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . Not applicable. 82 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers The following persons are serving as our executive officers and directors: Name Age Position(s) Samuel J. Reich 51 Class III Director, Chief Executive Officer Eddie J. Sullivan, PhD 60 Class III Director and President Rita Jain, MD 63 Class III Director David Zaccardelli, Pharm D 61 Class II Director and Chairman of the Board David Link, MBA 70 Class II Director Katie Ellias 47 Class II Director Andrew Moin 42 Class II Director William Polvino, MD 65 Class I Director Scott Giberson 57 Class I Director Erick Lucera 58 Class I Director Jay S. Skyler, MD 79 Class I Director Lucy To 40 Chief Financial Officer Christoph Bausch, PhD 55 Chief Operating Officer Alexandra Kropotova, MD 53 Chief Medical Officer Family Relationships There are no family relationships among any of our directors or executive officers. Executive Officers Samuel J. Reich has served as a member of the Board from November 2020 and was named Chief Executive Officer in January 2024. Mr. Reich served Chairman of the Board from October 2021 to January 2026. Mr. 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. Mr. Reich co-founded Biscayne Neurotherapeutics, Inc. in 2011 and served as its Executive Chairman until its sale to Supernus Pharmaceuticals (Nasdaq: SUPN) in October 2018. Biscayne Neurotherapeutics was focused on novel treatments for seizure disorders. Previously, Mr. Reich was the Executive Vice President of OPKO Ophthalmologics, a division of OPKO Health, Inc. (Nasdaq: OPK) from March 2007 to November 2008, where Mr. Reich served on the executive committee and led the Ophthalmologics business division. Prior to his position at OPKO, Mr. Reich was the Founder and Executive Vice President of Acuity Pharmaceuticals, Inc., where he worked from July 2002 through March 2007, at which time Acuity Pharmaceuticals merged with OPKO Health. Mr. Reich was a doctoral candidate in the Department of Ophthalmology at the University of Pennsylvania Medical School. He left graduate school prior to the completion of his Ph.D. to establish Acuity. Prior to that, he was a graduate student at the University of Pennsylvania in the Biomedical Studies graduate program. He has authored six peer-reviewed scientific publications and is currently an inventor on sixteen issued U.S. patents and over 50 issued foreign patents. Mr. Reich holds a B.A. with High Honors in Biochemistry from Clark University, cum laude, Phi Beta Kappa. We believe Mr. Reich is qualified to serve on our board of directors because of his extensive industry and leadership experience, and significant familiarity with our company’s business and operations. Eddie J. Sullivan, PhD , is our co-founder and has served as our president and member of the Board since 2014 and our past CEO from 2014 until January 2024. Dr. Sullivan has served in biopharma leadership positions for more than 25 years. Prior to joining us, he held the CEO role or other leadership roles in our predecessor entities, including CEO of Hematech, a subsidiary of Kyowa Hakko Kirin. During that time, he led initiatives to develop infectious disease, cancer, and autoimmune immunotherapies. In addition to raising over $250 million in capital to develop biopharmaceutical platform technologies, he has also led several successful mergers and acquisitions. A recognized thought leader in antibodies and transgenic animals, Dr. Sullivan serves on the board of directors for the Biotechnology Innovation Organization (BIO) and has served on its executive committee. He has worked with industry committees and discussion groups that have focused on animal 83 biotechnology, regulatory framework, human immunotherapies, and global health threats. Dr. Sullivan was governor-appointed to South Dakota’s Research Commercialization Council and is Chairman of the state’s National Science Foundation-EPSCoR committee. He also founded, served as president, and remains an advisor to the state affiliate of BIO, South Dakota Biotech, and in 2014 was honored for his leadership, innovation, vision, and entrepreneurship with the inaugural LIVE award. He holds an undergraduate degree from the University of Arizona and graduate degrees from Brigham Young University, Kennedy-Western University, and Utah State University in both reproduction and business. We believe Dr. Sullivan is qualified to serve on our board of directors because of his significant biopharma leadership and management experience, and significant familiarity with our company’s business and operations. Lucy To , is our Chief Financial Officer as of August 2024. Ms. To brings over 18 years of investment banking and strategic operational expertise to SAB BIO and will lead corporate finance, corporate strategy and approach to broader strategic business relationships at the Company. Prior to joining SAB BIO, she was a Managing Director in the Healthcare Investment Banking Group at Wells Fargo from October 2020 to June 2024, where she advised biopharmaceutical companies on financing and strategic transactions. Her career experience includes additional investment banking and operational experience at Deutsche Bank, where she was a director in healthcare investment banking from July 2017 to October 2020, Intercept Pharmaceuticals, Citigroup, and Cowen. Her transaction experience includes M&A, IPOs and other equity and debt financings in the healthcare sector with an aggregate transaction value in excess of $50 billion. She received a B.A. in finance from Southern Methodist University. Christoph Bausch, PhD, MBA , is our Chief Operating Officer as of May 2022, overseeing all Research & Manufacturing operations of the company. Prior to his role as COO, he served as Chief Science Officer since joining SAB in April 2017, providing leadership in all areas of Research & Development, and functioned as drug development lead for a Stage 3 clinically advanced drug product. Dr. Bausch is an experienced research scientist, biotech entrepreneur and business development executive who has led the successful discovery, development, biomanufacturing, and commercialization of platform technologies in the life sciences. Previously, Dr. Bausch has served as founder and director of a molecular diagnostic company and has provided life science consulting for Keion Group, LLC. Dr. Bausch held several science-based business development positions prior to joining SAB, most recently for multi-billion-dollar global industrial biomanufacturing leader POET, LLC, where he structured strategic partnerships, prospected, and vetted new technologies and streamlined research and development activities. He also worked in both research and commercialization roles for Fortune 500 life science and high technology company Sigma-Aldrich, now MilliporeSigma. Dr. Bausch received his PhD in Microbiology at The Ohio State University, Columbus, Ohio, completed Post-Doctoral Training at the Stowers Institute for Medical Research, Kansas City, Missouri and earned an MBA from St. Louis University, St. Louis, Missouri, in addition to a BA in Biology from the University of Nebraska-Lincoln, Lincoln, Nebraska. Alexandra Kropotova, M.D. , is our Executive Vice President & Chief Medical Officer as of June, 2022, leading the strategy, direction, and execution of the company’s clinical development for the entire portfolio. Dr. Kropotova is a biopharmaceutical executive with expertise in all phases of global clinical development, translational medicine and medical affairs. Prior to joining SAB Biotherapeutics, as a Therapeutic Area Head of Global Specialty R&D at Teva Pharmaceuticals from April 2016 to June 2022, Alexandra led innovative drug development focused on delivering a broad portfolio of immunology, respiratory, and immuno-oncology assets spanning from pre-IND to BLA/NDA filing of biologics and complex drug-device combination products. Prior to Teva, Dr. Kropotova served in various roles at Sanofi, including Vice President, Strategy & Strategic Planning Head, North American Medical Affairs; Associate Vice President and subsequently Vice President, Immuno-Inflammation, Global R&D Clinical Development; and Senior Medical Director, Respiratory, Allergy & Anti-Infectives. She also served in various roles at Pfizer Inc., most recently as Director & Head of Global Clinical Respiratory and Analgesics. She continues to serve on the Board of Directors at iBio, a global leader in plant-based biologics manufacturing and development of novel biopharmaceuticals. Dr. Kropotova received her MBA from Ohio University Graduate School of Business, Athens, Ohio; and her M.D. in Internal Medicine from the Vladivostok State Medical University, Vladivostok, Russia. Non-Employee Directors Biographical information for Eddie J. Sullivan PhD, our President and Class III director, and Samuel J. Reich, Chief Executive Officer and Class III director, is set forth above in “Item 10. Executive Officers”. David Zaccardelli, Pharm.D . joined the Board in January 2026. Dr. 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 84 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. Dr. 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. Dr. 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. Dr. 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. Dr. 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. Dr. 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. Katie served as Managing Director at the T1D Fund, a venture philanthropy fund with $200 AUM, including an investment in SAB, from 2018 to November 2024. Ms. Ellias led a number of investments in companies developing T1D-oriented therapies, and served as a director on the board of several companies, including, DiogenX, Veralox Therapeutics, i2O Therapeutics, and Capillary Biomedical. Ms. Ellias joined the T1D Fund from Endeavour Vision, a Geneva-based growth-stage venture fund. She was previously Principal at Sofinnova Partners, Paris, a leading early-stage life sciences fund. Ms. Ellias has also held commercial and business development roles with Medtronic and started her career at McKinsey & Company. Ms. Ellias is currently a board member with the French-American Chamber of Commerce. She holds an M.B.A. in Healthcare Management from the Wharton School at the University of Pennsylvania and a B.A. in International Relations and Political Science from Yale University. We believe Ms. Ellias is well qualified to serve on our board of directors due to her extensive T1D and emerging companies experience. Scott Giberson, RPh, MPH, D.Sc., Rear Admiral (retired), joined the 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. Clients include senior leadership of multiple U.S. and foreign government entities, the WHO, UN and private industry partners such as the Gates Foundation. RADM Giberson retired after 27 years as two-star admiral and as an Assistant U.S. Surgeon General, serving in a variety of senior roles with the U.S. Department of Health and Human Services from March 2010 to March 2021. RADM (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. Departments. He also held executive positions as the Senior Advisor to the Office of Surgeon General, Director of Commissioned Corps Headquarters, Chief Pharmacist of the USPHS (2010-2014), Director of the IHS National HIV/AIDS Program and Senior Public Health Advisor for Pacific Command's Center of Excellence in Disaster Management and Humanitarian Assistance (2003-2006). He served as overall Commander of the Commissioned Corps' Ebola Response in West Africa. RADM Giberson has authored numerous articles and delivered well over 100 keynote lectures on leadership, global health, and public health at numerous venues both domestically and internationally. RADM Giberson has received many awards including the Presidential Unit Citation from President Obama in the Oval Office for leadership during the West African Ebola response. The Military Officers Association of America selected him as 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 85 for his pioneering work in interprofessional practice). He is also a Fellow of Wharton Business School (U. of Pennsylvania) Executive Leadership Program. We believe Mr. Giberson is well qualified to serve on our board of directors because of his extensive experience in the medical industry. David Link, MBA , has served as a member of the Board since 2018 and is currently Vice-Chairman. Mr. Link is the former executive vice president and chief strategy office at Sanford Health with more than three decades of experience in strategy, planning and financial operations. During his tenure, Mr. Link contributed significantly to growing the organization from a regional health system into one of the nation’s largest non-profit, integrated health care delivery systems. He was also charged with overseeing Sanford Health Plan, Sanford Foundation and research and development, including Sanford Research. Under his leadership, the initial Sanford Clinic was created as well as the development of Sanford World Clinics, an initiative designed to provide communities around the world with permanent, sustainable health care infrastructure. Currently, Dave serves as an appointed program director in the President’s Office at Dakota State University, one of the nation’s leading programs in cyber security. Dave holds board or committee positions with Enterprise 605, the South Dakota REACH Committee, South Dakota Research and Commercialization Council and Sanford Research. In 2019, he was honored for his exemplary leadership and support of the state’s bioscience industry with the LIVE Award at the South Dakota Biotech. Dave holds a bachelor’s degree in data processing and computer science, an MBA from the University of South Dakota and a master’s in healthcare administration from the University of Minnesota. We believe Mr. Link is well qualified 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. Lucera served as Chief Financial Officer of AVEO Oncology, a public biotech company, and subsequent to the close of its acquisition, worked on integration with LG Chem, Ltd. From 2016 to 2020, Mr. Lucera served as Chief Financial Officer, Treasurer and Secretary of VALERITAS, a publicly traded commercial-stage medical technology company where he led multiple successful public offerings. From 2017 to the present, Mr. Lucera has served as a member of the Board of Directors and Audit Committee Chairman of Beyond Air, a publicly held commercial-stage medical device and biopharmaceutical company developing a platform of nitric oxide generators and delivery systems. From 2021 to the present, Mr. Lucera has served as a member of the Board of Directors and Audit Committee Chairman of Bone Biologics Corporation, a publicly held company focusing on regenerative medicine therapies to treat bone disorders. From 2015 to 2016, Mr. Lucera served as Chief Financial Officer, Treasurer and Secretary of VIVENTIA Bio, acquired by Eleven Biotherapeutics, Inc., now Sesen Bio, a biotechnology company focused on developing targeted protein therapeutics for the treatment of cancer. Early in his career, Mr. Lucera spent more than 15 years covering healthcare and the life sciences in investment management. Given Mr. Lucera’s extensive experience in strategic planning and finance, we believe that Mr. Lucera is well qualified to serve as a member of our board of directors. Andrew Moin, joined the Board in October 2023. Mr. Moin is a Partner and Analyst at Sessa Capital, a New York based investment advisor registered with the SEC. Mr. Moin has been with Sessa since 2012, where he works on idea generation, research, and investment implementation. Prior to Sessa, from 2008-2012, Mr. Moin was in the Tax Group at Sullivan & Cromwell LLP, where he advised corporate and other clients on a variety of transactions. In the non-profit realm, Andrew has served on the Young Leadership Committee of the New York City Chapter of the JDRF and was Chair of the Board of Trustees at the Great Neck Community School. Andrew received a B.A. in Economics, with distinction, from Amherst College and a J.D., magna cum laude, from Harvard Law School. We believe Mr. Moin is well qualified to serve on our board of directors due to his extensive investment experience. Dr. William J. Polvino, MD , has served as a member of our Board since 2019, after having served as our business advisor for several years. Dr. 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 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. Polvino was president and chief executive officer of Veloxis Pharmaceuticals A/S (NASDAQ-OMX: VELO), a public biotechnology company that deployed proprietary formulation technology to develop and commercialize an innovative oral drug product for transplant patients. He also served as president and CEO of Helsinn Therapeutics (formerly Sapphire Therapeutics) and has held executive and senior-level positions in drug development at Merck, Wyeth and Theravance. Dr. Polvino earned his medical degree from Rutgers Medical School and a B.S. in Biology from Boston College. He trained in internal medicine at Massachusetts General Hospital and was a fellow in clinical pharmacology at the National Institutes of Health prior to 86 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. Dr. Jay S. Skyler, MD, has served as a member of our Board since May 2024. Dr. Skyler is a Professor of Medicine, Pediatrics and Psychology and Deputy Director of the Diabetes Research Institute at the University of Miami in Florida, where he has been employed since 1976. Dr. Skyler has also served as Study Chairman for the National Institute of Diabetes & Digestive & Kidney Diseases Type 1 Diabetes clinical trials network. He was previously the President of the American Diabetes Association and Vice-President of the International Diabetes Federation. Dr. Skyler served as a director of Amylin Pharmaceuticals, Inc., a pharmaceutical company, until its acquisition by Bristol-Myers Squibb Company in August 2012, and served as a director of MiniMed, Inc., a medical device company, until its acquisition by Medtronic plc. in 2001. From 2002 to 2023, Dr. Skyler served on the board of directors of DexCom, Inc. (NASDAQ: DXCM), a publicly traded medical device company. Dr. Skyler served on the board of directors of Applied Therapeutics, Inc. (NASDAQ: APLT), a publicly-traded clinical-stage biopharmaceutical company from April 2019 until its acquisition by Cycle Group Holdings Limited in February 2026. Dr. Skyler received his B.S. from The Pennsylvania State University, and his M.D. from Jefferson Medical College. We believe that Dr. Skyler’s extensive expertise in the life sciences industry and his experience serving on the board of directors of other public companies qualifies him to serve on our board of directors. Director Independence The listing rules of Nasdaq require us to maintain a board of directors comprised of a majority of independent directors, as determined affirmatively by our board of directors. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation and nominating and corporate governance committees must be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act. Under the Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of our board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities. Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of 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. Board Composition Our business and affairs are organized under the direction of our board of directors. 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; • each Class II director having a term that expires immediately following our annual meeting of stockholders for the calendar year ended December 31, 2026; and • each Class III director having a term that expires immediately following our annual meeting of stockholders for the calendar year ended December 31, 2027 or, in each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death. 87 Messrs. Lucera, Giberson, Dr. Polvino, and Dr. Skyler currently serve as the Class I directors, Dr. Zaccardelli, Ms. Ellias, Messrs. Link, and Moin currently serve as the Class II directors, and Mr. Reich, Dr. 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. The authorized size of the board of directors will be fixed exclusively by resolutions of the board of directors. The authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the board of directors may have the effect of delaying or preventing changes in its control or management. Our board of directors may be removed for cause by the affirmative vote of the holders of at least 66 2/3% of its voting stock . Board Meetings During 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 Our board of directors has three standing committees: an audit committee, a nominating and corporate governance committee (“nominating committee”) and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee and nominating committee of a listed company be comprised solely of independent directors. Each of our committees is comprised entirely of independent directors . Audit Committee On October 22, 2021, we established an audit committee of the board of directors. Erick Lucera, William Polvino, and 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. Each of Mr. Lucera, Dr. 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 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: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii)all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; 88 • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities. A copy of our audit committee charter is available on our website at https://ir.sab.bio/corporate-governance/governance-overview. Compensation Committee On October 22, 2021, we established a compensation committee of the board of directors. 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. Each of Ms. Ellias, Mr. 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: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance considering such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving on an annual basis the compensation, if any is paid by us, of all our other officers; • reviewing on an annual basis our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and Form 10-K disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; • if required, producing a report on executive compensation to be included in our annual proxy statement; and • reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, other than as indicated in this Annual Report, no compensation of any kind, including finders, consulting, or other similar fees, will be paid to any of our existing stockholders, officers, directors, or any of their respective affiliates, prior to, or for any services they render to effectuate the offering. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. A copy of our compensation committee charter is available on our website at https://ir.sab.bio/corporate-governance/governance-overview. Nominating Committee On October 22, 2021, we established a nominating committee of the board of directors. David Link, Scott Giberson, Andrew Moin, and Jay Skyler currently serve as members of the Nominating and Governance Committee. David Link serves as the Chairman of the nominating committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the nominating committee, all of whom must be independent. Each of Mr. Link, Mr. Giberson, Mr. Moin, and Dr. Skyler are independent . The Nominating Committee held 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: 89 • screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors’ candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; • developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; and • reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The nominating committee will consider several qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. A copy of our nominating committee charter is available on our website at https://ir.sab.bio/corporate-governance/governance-overview. 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 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 2025, there were four meetings of independent directors. Director Nominations The process of recommending director nominees for selection by the board of directors is undertaken by the nominating committee (see above). The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws. In 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. 90 The address for these communications is: SAB Biotherapeutics, Inc. 777 W 41st St.; Suite 401 Miami Beach, FL 33140 Attn: Corporate Secretary Code of Ethics We adopted a restated Code of Ethics applicable to our directors, officers, and employees. A copy of our Code of Ethics and copies of our audit, nominating and compensation committee charters are available on our website at https://ir.sab.bio/static-files/cf6414d7-b1d5-40d6-83f9-f7598094d99a. In addition, a copy of the Code of Ethics will be provided without charge upon written request, addressed to: SAB Biotherapeutics, Inc. 777 W 41st St. Suite 401 Miami Beach, FL 33140 Attn: Corporate Secretary We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on our website. Board Oversight of Risk The Board’s Role The Board’s role in the Company’s risk oversight process includes receipt and review of scheduled and ad hoc reports from members of the executive management team which relate to areas of actual or potential material risk to the Company, including but not limited to, operational, financial, legal, regulatory, strategic, transactional and reputational risks. The full Board receives these reports from the appropriate “risk owner” within the organization to enable each member of the Board to understand our risk identification, risk management and risk mitigation strategies. Risk Assessment in Compensation Policies and Practices for Employees The Compensation Committee reviewed the elements of our compensation policies and practices for all of our employees, including our named executive officers, to evaluate whether risks that may arise from such compensation policies and practices are reasonably likely to have a material adverse effect on our Company. The Compensation Committee has concluded that the following current features of our compensation programs guard against excessive risk-taking: • compensation programs provide a balanced mix of short-term and longer-term incentives; • base salaries are consistent with employees’ duties and responsibilities; • cash incentive awards are capped by the Compensation Committee; • cash incentive awards are tied to corporate performance goals, as well as individual performance goals; • vesting periods for equity awards encourage executives to focus on sustained stock price appreciation; • our clawback policy provides our Board the ability to recoup any erroneously awarded performance-based compensation from executive officers on account of intentional misconduct; and • our robust stock ownership guidelines for executive officers provide alignment with stockholder interests. The Compensation Committee believes that, for all of our employees, including our named executive officers, our compensation programs do not lead to excessive risk-taking and instead encourage behavior that supports sustainable value creation. We believe that risks that may arise from our compensation policies and practices for our employees, including our named executive officers, are not reasonably likely to have a material adverse effect on our Company. 91 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. Item 11. Executive Compensation. The following is a discussion and analysis of compensation arrangements of the Company’s named executive officers. This discussion may contain forward-looking statements that are based on the Company’s current plans, considerations, expectations and determinations regarding future compensation programs. The actual compensation programs that the Company adopts may differ materially from the currently planned programs that are summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. 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. Salary Options Awards (1) Stock Awards (2) Non-Equity Incentive Plan Compensation All Other Compensation Total Name and Principal Position Year ($) ($) ($) ($) ($) ($) Samuel J. Reich (3) 2025 525,000 8,588,160 — 315,000 6,462 9,434,622 Chief Executive Officer 2024 518,300 1,800,690 — 250,000 13,800 2,582,790 Eddie J. Sullivan, PhD. (4) 2025 485,000 5,367,600 — 247,500 14,000 6,114,100 President 2024 480,900 852,773 — 250,000 13,482 1,597,155 Alexandra Kropotova, MD (5) 2025 540,800 4,294,080 — 277,449 14,000 5,126,329 EVP, Chief Medical Officer 2024 540,100 554,050 — 236,250 13,800 1,344,200 Lucy To (6) 2025 475,000 2,147,040 — 207,572 1,462 2,831,074 EVP, Chief Financial Officer 2024 164,400 239,300 — — 731 404,431 Christoph Bausch, PhD (7) 2025 425,000 1,073,520 — 170,000 14,000 1,682,520 EVP, Chief Operating Officer 2024 412,200 622,162 — 150,000 12,385 1,196,747 (1) Represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation . The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. A discussion of the assumptions used in calculating the amounts in this column may be found in the Notes to our consolidated financial statements for the year ended December 31, 2025 set forth in this Annual Report. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented . (2) Represents the aggregate grant date fair value of restricted stock units granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Restricted stock units are valued at 92 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 434,000 shares of our common stock at an exercise price of $5.17 per share, the closing price of our common stock on February 20, 2024. The shares subject to this stock option will vest as to 25% of the shares one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. We granted Mr. Reich a stock option to purchase up to 35,700 shares of our common stock at an exercise price of $2.90 per share, the closing price of our common stock on July 15, 2024. The shares subject to this stock option will vest as to 25% of the shares one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. 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. The shares subject to this stock option will vest as to 25% of the shares one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. “All Other Compensation” includes only employer matching contributions under our 401(k) plan. (4) We granted Dr. Sullivan a stock option to purchase up to 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% 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% 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. Sullivan a stock option to purchase up to 46,528 shares of our common stock at an exercise price of $5.40 per share on July 15, 2024. The shares subject to this stock option were fully vested as of the grant date. The exercise price and quantity were established to match the terms of a previously granted option for the same number of shares that was set to expire. “All Other Compensation” includes (a) $13,173 representing payment for a lease to occupy an apartment in Sioux Falls, South Dakota, and (b) $12,187 representing employer matching contributions under our 401(k) plan. (5) 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% 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. (6) Ms. To was appointed Chief Financial Officer of the Company on July 26, 2024 with a start date of August 12, 2024. We granted Ms. To a stock option to purchase up to 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% 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. 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% 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% 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 $2.165 per share. The shares subject to this stock option vest 25% on the one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. “All Other Compensation” includes only employer matching contributions under our 401(k) plan. 93 Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025. Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Exercisable Market Value of Shares or Units of Stock That Have Not Vested ($) Samuel J. Reich 35,000 — 111.70 11/16/2031 — — 700 — 17.80 3/15/2032 — — 42,656 9,844 [1] 7.11 9/12/2032 — — 36,093 16,407 [2] 5.35 3/13/2033 — — 198,916 235,084 [3] 5.17 2/20/2034 — — 12,643 23,057 [4] 2.90 7/15/2034 — — — 4,800,000 [5] 2.17 10/1/2035 — — Eddie J. Sullivan, PhD. 2,326 — 26.90 4/26/2030 — — 2,121 — 17.80 3/15/2032 — — 2,843 657 [6] 7.11 9/12/2032 — — 36,093 16,407 [7] 5.35 3/13/2033 — — 87,083 102,917 [8] 5.17 2/20/2034 — — 46,528 — 5.40 7/15/2034 — — 1,575 2,872 [9] 2.90 7/15/2034 — — — 3,000,000 [10] 2.17 10/1/2035 — — Alexandra Kropotova, MD 1,488 344 [11] 7.11 9/12/2032 — — 64,166 75,834 [12] 5.17 2/20/2034 — — — 2,400,000 [13] 2.17 10/1/2035 — — 3,750 [14] 14,025 8,588 [14] 32,119 Lucy To 41,666 83,334 [15] 2.35 8/12/2034 — — — 1,200,000 [16] 2.17 10/1/2035 — — Christoph Bausch, PhD 10,468 — 10.70 3/12/2027 — — 8,142 — 10.70 3/12/2027 — — 6,979 — 10.70 3/12/2028 — — 1,163 — 26.90 4/26/2030 — — 2,497 — 17.80 3/15/2032 — — 22,333 5,154 [17] 7.11 9/12/2032 — — 18,906 8,594 [18] 5.35 3/13/2033 — — 64,166 75,834 [19] 5.17 2/20/2034 — — 10,359 18,890 [20] 2.90 7/15/2034 — — — 600,000 [21] 2.17 10/1/2035 — — 94 (1) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (2) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (3) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (4) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (5) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (6) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (7) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (8) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (9) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (10) The shares subject to this stock option award will vest as to 25% of the shares on one-year anniversary of the grant date, and vest as to the remainder of the shares in 36 equal monthly installments thereafter. (11) 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. To’s commencement of service as Chief Financial Officer of the Registrant, and vest as to the remainder of the shares in 36 equal monthly installments thereafter (17) 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 (18) 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 (19) 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 (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 95 Named Executive Officer Employment Arrangements Below are descriptions of the current employment agreements with our named executive officers. Samuel J. Reich On November 17, 2021, we entered into an Executive Employment Agreement with Mr. Reich to serve as our Chairman of the Board of Directors. Effective January 30, 2024, Mr. Reich was appointed Chief Executive Officer of the Company. There were no changes to the terms of Mr. Reich’s Executive Employment Agreement in connection with Mr. Reich’s appointment as Chief Executive Officer of the Company. The agreement provides Mr. Reich an annual base salary of $525,000, and his eligibility to participate in the Company’s benefit plans generally. The agreement also subjects Mr. Reich to standard nondisclosure, invention assignment, and arbitration provisions. If Mr. Reich's employment is terminated by the Company without Cause (as defined in the employment agreement) (other than for death or disability) or the term of his employment is not renewed, Mr. Reich will receive (i) a severance payment equal to one year of his then base salary, payable in a lump sum five business days after his release becomes final, (ii) the applicable accrued but unpaid annual bonus, if any, for the fiscal year ended prior to his date of termination, payable at the same time annual bonuses for such fiscal year are paid to other key executives of the Company, (iii) one hundred percent of his outstanding unvested equity awards as of the date of termination will be fully vested and exercisable, and (iv) reimbursement of the COBRA premiums, if any, for continuation coverage for Mr. Reich, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve month period from the date of termination . Eddie J. Sullivan On March 5, 2024, we entered into an Executive Employment Agreement with Dr. Sullivan to continue to serve as our President. The agreement provides Dr. Sullivan an annual base salary of $485,000, and his eligibility to participate in the Company’s benefit plans generally. The agreement also subjects Dr. Sullivan to standard nondisclosure, invention assignment, and arbitration provisions. If Dr. Sullivan’s employment is terminated by the Company without Cause (as defined in the employment agreement) (other than for death or disability) or the term of his employment is not renewed, Dr. Sullivan will receive: (i) a severance payment equal to one year of his then base salary, payable in a lump sum five business days after his release becomes final, (ii) the applicable accrued but unpaid annual bonus, if any, for the fiscal year ended prior to his date of termination, payable at the same time annual bonuses for such fiscal year are paid to other key executives of the Company, (iii) one hundred percent of his outstanding unvested equity awards as of the date of termination will be fully vested and exercisable, and (iv) reimbursement of the COBRA premiums, if any, for continuation coverage for Dr. Sullivan, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve month period from the date of termination. Alexandra Kropotova On May 20, 2022, we entered into an Executive Employment Agreement with Dr. Kropotova to serve as our Executive Vice President – Chief Medical Officer. The agreement provides Dr. Kropotova an annual base salary of $540,800, and her eligibility to participate in the Company’s benefit plans generally. The agreement also subjects Dr. Kropotova to standard nondisclosure, invention assignment, and arbitration provisions. If Dr. Kropotova’s employment is terminated by the Company without Cause (as defined in the employment agreement) (other than for death or disability) or the term of her employment is not renewed, Dr. Kropotova will receive: (i) a severance payment equal to one year of her then base salary, payable in a lump sum five business days after 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. Lucy To On July 26, 2024, we entered into an Executive Employment Agreement with Ms. To to serve as our Executive Vice President – Chief Financial Officer. The agreement provides Ms. To (i) an annual base salary of $475,000; (ii) a one-time deferred signing bonus in the amount of $125,000, subject to certain conditions; (iii) eligibility to participate in the Company's annual discretionary bonus plan for executives, with the potential to earn a cash bonus of up to forty five (45%) percent of Ms. To’s base salary; (iv) eligibility to participate in the Company’s benefit plans; (v) reimbursement for reasonable out-of-pocket expenses; and (vi) options to acquire 125,000 shares of the Company’s common stock, par value $0.0001 per share (the “Options”) subject to a four-year vesting schedule with 25% of the Options vesting on the one-year anniversary date from Ms. To’s start date, and the remaining 75% vesting on a monthly basis thereafter in thirty-six equal 96 installments. The Employment Agreement subjects Ms. To to standard restrictive covenants for agreements of its type, including non-competition and non-solicitation. Christoph Bausch On March 5, 2024, we entered into an Executive Employment Agreement with Dr. Bausch to continue to serve as our Chief Operating Officer. The agreement provides Dr. Bausch an annual base salary of $425,000, and his eligibility to participate in the Company’s benefit plans generally. The agreement also subjects Dr. Bausch to standard nondisclosure, invention assignment, and arbitration provisions. If Dr. Bausch’s employment is terminated by the Company without Cause (as defined in the employment agreement) (other than for death or disability) or the term of his employment is not renewed, Dr. Bausch will receive: (i) a severance payment equal to one year of his then base salary, payable in a lump sum five business days after his release becomes final, (ii) the applicable accrued but unpaid annual bonus, if any, for the fiscal year ended prior to his date of termination, payable at the same time annual bonuses for such fiscal year are paid to other key executives of the Company, (iii) one hundred percent of his outstanding unvested equity awards as of the date of termination will be fully vested and exercisable, and (iv) reimbursement of the COBRA premiums, if any, for continuation coverage for Dr. Bausch, his spouse and dependents under the Company’s group health, dental and vision plans for a twelve month period from the date of termination. Summary Director Compensation Table The following table sets forth information regarding the compensation awarded to, earned by or paid to our non-employee directors for the fiscal year ended December 31, 2025. Fees Earned or Paid in Cash Option Awards (1) Stock Awards (2) Total Name ($) ($) ($) ($) David Link, MBA 36,000 453,255 — 489,255 Katie Ellias 37,000 453,255 — 490,255 William Polvino, MD 36,000 453,255 — 489,255 Scott Giberson 35,250 453,255 — 488,505 Erick Lucera 43,000 453,255 — 496,255 Andrew Moin — — — — Jay Skyler, MD 34,000 453,255 — 487,255 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 . The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model. A discussion of the assumptions used in calculating the amounts in this column may be found in the Notes to our audited consolidated financial statements for the year ended December 31, 2025 set forth in this Annual Report. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented. (2) Represents the aggregate grant date fair value of restricted stock units granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. Restricted stock units are valued at market price of the Company’s common stock at the closing price at the date of grant. These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented. (3) Dr. 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. (4) Dr. 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. 97 Narrative to Director Compensation Table Our director compensation policy is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. Annual Cash Compensation The annual retainers payable to non-employee directors for service on the Board and its committees are as follows, as of the date of this Annual Report: Independent directors receive $40 thousand for Board service. Additional retainers are paid for committee roles. 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 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 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 We have entered into indemnification agreements with each of our directors and executive officers. For more information, see “ Certain Relationships and Related Transactions, and Director Independence - Indemnification Agreements.” Equity Grant Policy and Procedures The Company’s grants stock options and other similar awards in the ordinary course of business in connection with our annual compensation program, hiring new employees, and in recognition of the retention or promotion of employees from time to time, as well as awards to members of the Board . The Company does not grant stock options or similar awards in anticipation of the release of material nonpublic information , such as a significant positive or negative earnings announcement, and does not time the public release of such information based on stock option grant dates . Under the Company’s current practices, executive officers do not choose or have influence over the grant date for their individual stock option grants. Stock option grants to the Company’s executive officers if issued during a fiscal year, are approved at a meeting of the Company’s Compensation Committee, and the grants are generally effective immediately after the meeting on which the grants are eligible to be made under our grant policies discussed above. Stock option grants to the Company’s Board members are generally approved annually at meetings of the Compensation Committee and the Board, held after the Company’s Annual General Meeting of Stockholders each year, and are generally effective immediately after the meeting on which the grants are eligible to be made under our grant policies discussed above. Potential Payments upon Termination or Change in Control The table below reflects, as applicable, amounts payable to our current named executive officers in connection with a termination by the Company without cause, by the executive for good reason, or upon non-renewal by the Company in the event of a change in control. For purposes of our agreements with our named executive officers, “cause” means, in the judgement of the Company: (i) executive engages in any act or omission which is in bad faith and to the detriment of the Company; (ii) executive willfully and materially violates any of the Company’s then-current policies and procedures; (iii) executive’s willful failure to perform his or her duties under the employment agreement; (iv) executive exhibits unfitness for service, dishonesty, habitual neglect, persistent and serious deficiencies in performance, or incompetence; (v) executive is convicted of, or there is an entry of guilty (or a nolo contender) plea by executive to, a crime (other than a minor traffic violation); (vi) executive materially breaches provision of the agreement related to nondisclosure, assignment of inventions and/or non-solicitation; or (vii) executive refuses or fails to act on any reasonable or lawful directive or order from the Board or executive's supervisor. 98 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. Cash Severance Accelerated Equity Awards (1) Bonus (2) Continued Health (3) Total Triggering Event ($) ($) ($) ($) ($) Samuel J. Reich Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control 525,000 7,975,128 315,000 30,612 8,845,740 Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control 525,000 7,975,128 315,000 30,612 8,845,740 Eddie J. Sullivan, PhD. Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control 485,000 5,019,056 243,000 19,059 5,766,115 Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control 485,000 5,019,056 243,000 19,059 5,766,115 Alexandra Kropotova, MD Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control 540,750 3,967,865 243,000 18,925 4,770,540 Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control 540,750 3,967,865 243,000 18,925 4,770,540 Lucy To Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control 475,000 1,890,000 214,000 9,098 2,588,098 Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control 475,000 1,890,000 214,000 9,098 2,588,098 Christoph Bausch, PhD Termination of Employment Without Cause/Resignation for Good Reason Apart from a Change in Control 425,000 1,114,541 170,000 35,830 1,745,371 Termination of Employment Without Cause/Resignation for Good Reason in Connection with a Change in Control 425,000 1,114,541 170,000 35,830 1,745,371 (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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our common stock as of March 2, 2026 , by: • each person known to be the beneficial owner of more than 5% of our outstanding common stock; • each of our executive officers and directors; and • all of our executive officers and directors as a group. 99 Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days. Shares subject to options that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the Company believes that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise noted, the business address of each of the directors and executive officers of the Company is 777 W 41st St, Suite 401, Miami Beach, Florida 33140. The percentage of beneficial ownership of the Company is calculated based on 50,951,037 shares of common stock outstanding as of March 2, 2026. Shares of common stock subject to warrants, options or rights currently exercisable, or exercisable within 60 days of March 2, 2026 are counted as beneficially owned. Shares Beneficially Owned (1) Beneficial Owner Common Stock Percent Series A-2 Preferred Stock Percent Series B Preferred Stock Percent Percent of Total Voting Power Executive Officers and Directors Eddie J. Sullivan, PhD (2) 722,669 1.41 % — * % — * % * % Samuel J. Reich (3) 451,565 * % — * % — * % * % William Polvino, MD (4) 30,937 * % — * % — * % * % David Link, MBA (5) 35,046 * % — * % — * % * % Scott Giberson (6) 12,500 * % — * % — * % * % Erick Lucera (7) 12,500 * % — * % — * % * % Andrew Moin (8) 2,198,457 4.31 % 28,380 100 % 211,100 34.48 % 23.84 % Katie Ellias (9) 21,666 * % — * % — * % * % Jay S. Skyler, M.D., MACP, FRCP (10) 21,666 * % — * % — * % * % Rita Jain, MD — * % — * % — * % * % David Zaccardelli, PharmD — * % — * % — * % * % Alexandra Kropotova, MD (11) 115,411 * % — * % — * % * % Lucy To (12) 52,083 * % — * % — * % * % Christoph Bausch, PhD (13) 163,699 * % — * % — * % * % All Directors and Executive Officers as a Group (14) 3,838,199 7.39 % 28,380 100.00 % 211,100 34.48 % 25.03 % Other 5% Stockholders RA Capital Healthcare Fund, L.P. (14) 4,401,500 8.64 % — * % 127,385 20.81 % 9.99 % % Perceptive Advisors LLC (15) 3,471,861 6.81 % — * % — * % * % Entities Affiliated with BVF Partners (16) — * % — * % — * % * % Entities Managed by RTW Investments, LP (17) — * % — * % — * % * % * Represents beneficial ownership of less than one percent (1%). (1) Except as indicated in these footnotes: (i) each person named in this table has sole voting and investment power with respect to all shares of Common Stock and Series A Preferred Stock beneficially owned by such person; (ii) the number of shares beneficially owned by each person includes any restricted shares of Common Stock, shares of Common Stock that may be acquired through the exercise of options and warrants that such person has the right to acquire as of, or within 60 days of March 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 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”). 100 (2) Consists of (i) 523,230 shares of common stock held by Dr. Sullivan; and (ii) 199,439 shares of common stock underlying stock options held by Dr. Sullivan exercisable within 60 days of March 2, 2026. (3) Consists of (i) 21,800 shares of common stock held by Mr. Reich; (ii) 100 shares of common stock held jointly by Mr. Reich and Mr. Reich’s spouse; (iii) 54,769 of shares of common stock held by Big Cypress Holdings, LLC that are subject to vesting during a period of up to five years after October 22, 2021, which is the Business Combination Closing Date; (iv) 996 shares of common stock underlying warrants that are currently exercisable; and (v) 373,900 shares of common stock underlying stock options held by Mr. Reich exercisable within 60 days of March 2, 2026. Mr. Reich is a managing member with voting and dispositive power over shares of Big Cypress Holdings, LLC and is deemed to have beneficial ownership of the shares held by Big Cypress Holdings, LLC. Mr. Reich disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, directly or indirectly. (4) Consists of 30,937 shares of common stock underlying stock options held by Dr. Polvino exercisable within 60 days of March 2, 2026. (5) Consists of (i) 5,731 shares of common stock held by Mr. Link; (ii) 1,209 of shares of common stock held by Iron Horse Investments, LLC; (iii) 4,149 shares of common stock underlying warrants that are currently exercisable; and (iv) 23,957 shares of common stock underlying stock options held by Mr. Link exercisable within 60 days of March 2, 2026. Mr. Link is a control person with voting and dispositive power over shares of Iron Horse Investments, LLC and is deemed to have beneficial ownership of the shares held by Iron Horse Investments, LLC. Mr. Link disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, directly or indirectly. (6) Consists of 12,500 shares of common stock underlying stock options held by Mr. Giberson exercisable within 60 days of March 2, 2026. (7) Consists of 12,500 shares of common stock underlying stock options held by Mr. Lucera exercisable within 60 days of March 2, 2026. (8) Andrew Moin, an Analyst and Partner with Sessa Capital, is a member of the board of directors of the Company. Sessa Capital (Master), L.P. and its affiliates beneficially own the securities listed in the table above, and Mr. Moin disclaims beneficial ownership of such securities. Sessa is subject to a 4.99% blocker. (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. Skyler exercisable within 60 days of March 2, 2026. (11) Consists of (i) 31,946 shares of common stock held by Dr. Kropotova; (ii) 77,474 shares of common stock underlying stock options exercisable within 60 days of March 2, 2026; (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) 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. 101 (16) Based solely on a Schedule 13G/A filed with the SEC on February 17, 2026. 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 We currently maintain the following equity compensation plans that provide for the issuance of shares of our common stock to our officers and other employees, directors and consultants, each of which has been approved by our stockholders: the SAB Biotherapeutics 2021 Omnibus Equity Incentive Plan (as amended, the “2021 Plan”); and the SAB Biotherapeutics 2021 Employee Stock Purchase Plan (the “ESPP”). We also maintain the SAB Biotherapeutics 2014 Incentive Plan (the “2014 Plan”), which was not approved by our securityholders and was in place prior to us becoming a public company. The following table presents information as of December 31, 2025 with respect to compensation plans under which shares of our common stock may be issued: (a) (b) (c) Number of Securities to be Issued Upon Exercise of Outstanding Options and Awards Weighted-average exercise price of outstanding securities ($) Number of securities remaining available for future issuance under equity compensation plans (1) Equity compensation plans approved by security holders (2) 20,699,594 $ 2.81 11,280,624 Equity compensation plans not approved by security holders (3) 202,817 $ 15.14 525,833 Total 20,902,411 $ 2.93 11,806,457 (1) Excluding securities reflected in column (a). (2) Consists of our 2021 Plan and our ESPP. (3) Consists of our 2014 Plan. In accordance with the terms of the 2021 Plan, the Board shall have the sole authority and discretion, on an annual basis, to increase the number of shares available for issuance under the 2021 Plan by up to five percent (5%) of the total number of shares of common stock issued and outstanding on a fully-diluted basis as of the end of the Company’s immediately preceding fiscal year (or such lesser number of shares, including no shares, determined by the Board in its sole discretion). Item 13. Certain Relationships and Related Transactions, and Director Independence. Other than as described below, there were no transactions since January 1, 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 102 knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “ Executive Compensation .” Indemnification Agreements We have entered into indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to us or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law. Policies and Procedures for Transactions with Related Parties The Company has adopted a written Related Party Transaction Policy that set forth its procedures for the identification, review, consideration and approval or ratification of related person transactions. A related person includes directors, executive officers, beneficial owners of 5% or more of any class of the Company’s voting securities, immediate family members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner of 5% or more ownership interest. Under the Related Party Transaction Policy, if a transaction involving an amount in excess of $120,000 has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, information regarding the related person transaction must be reviewed and approved by the Company’s audit committee. In considering related person transactions, the Company’s audit committee will take into account the relevant available facts and circumstances including, but not limited to: • the related person’s interest in the related person transaction; • the approximate dollar value of the amount involved in the related person transaction; • the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; • whether the transaction was undertaken in the ordinary course of business of the Company; • whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party; • the purpose of, and the potential benefits to the Company of, the transaction; and • any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. The Related Party Transaction Policy requires that, in determining whether to approve, ratify or reject a related person transaction, the audit committee must review all relevant information available to it about such transaction, and that it may approve or ratify the related person transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the best interests of the Company. Item 14. Principal Accounting Fees and Services. The following table represents aggregate fees billed to the Company for the fiscal year ended December 31, 2025 by EisnerAmper LLP (“EisnerAmper”), the Company’s independent registered public accounting firm. (US Dollars) 2025 2024 Audit fees $ 425,250 $ 316,650 Audit-related fees — — Tax fees — — All other fees — — Total $ 425,250 $ 316,650 Audit fees for the fiscal years ended December 31, 2025 rendered by EisnerAmper relate to professional services rendered for the audit of our financial statements, quarterly reviews, issuance of consents, and review of documents filed with the SEC. 103 Pre-Approval Policies and Procedures The Audit Committee has adopted a policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The policy generally provides that we will not engage our independent registered public accounting firm (EisnerAmper) to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the policy (“general pre-approval”). Unless a type of service to be provided by our independent registered public accounting firm has received general pre-approval under the policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. 104 PART IV Item 15. Exhibits, Financial Statement Schedules. (1) For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report, incorporated into this Item by reference. (2) Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto. (3) Exhibits: Exhibit Number Description Schedule/ Form File No. Exhibit Filing Date 1.1*** Sales Agreement, dated December 29, 2025, by and between SAB Biotherapeutics, Inc. and UBS Securities LLC S-3 333-292482 1.1 December 29, 2025 2.1+ Agreement and Plan of Merger, dated as of June 21, 2021, by and among Big Cypress Acquisition Corp., Big Cypress Merger Sub Inc, SAB Biotherapeutics, Inc., and Shareholder Representative Services LLC as the Stockholders’ Representative 8-K 001-39871 2.1+ October 28, 2021 2.2+ First Amendment to Agreement and Plan of Merger, dated August 12, 2021, by and among Big Cypress Acquisition Corp. and SAB Biotherapeutics, Inc. 8-K 001-39871 2.2 October 28, 2021 3.1 Amended and Restated Certificate of Incorporation. 8-K 001-39871 3.1 October 28, 2021 3.2 Amended and Restated Bylaws. 8-K 001-39871 3.2 October 28, 2021 3.3 Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock 8-K 001-39871 3.1 October 2, 2023 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation 8-K 001-39871 3.1 November 22, 2023 3.5 Certificate of Amendment to the Certificate of Incorporation, as amended and restated, dated January 2, 2024 8-K 001-39871 3.1 January 3, 2024 3.6 Certificate of Designations of Preferences, Rights and Limitations of the Series B Convertible Non-Voting Preferred Stock 8-K 001-39871 3.1 July 21, 2025 4.1 Specimen common stock Certificate of Registrant. S-1/A 333-258869 4.2 January 4, 2021 4.2 Specimen Warrant Certificate of Registrant (incorporated by reference to Exhibit 4.3 of Form S-1/A.) S-1/A 333-258869 4.3 January 4, 2021 4.3 Form of Warrant Agreement between Registrant and Continental Stock Transfer & Trust Company. S-1/A 333-258869 4.4 January 4, 2021 4.4 Form Warrant 10-Q 001-39871 4.1 May 15, 2023 4.5 Description of Registrant’s Securities 10-K 001-39871 4.5 March 29, 2024 4.6 Form of Preferred Tranche A Warrant 8-K 001-39871 4.1 October 2, 2023 4.7 Form of Preferred Tranche B Warrant 8-K 001-39871 4.2 October 2, 2023 4.8 Form of Preferred Tranche C Warrant 8-K 001-39871 4.3 October 2, 2023 4.9 Form of Preferred Warrant 8-K 001-39871 4.1 July 21, 2025 4.10 Form of Preferred Warrant 8-K 001-39871 4.2 July 21, 2025 10.1 Amended and Restated Registration Rights Agreement. 8-K 001-39871 10.1 October 28, 2021 105 10.2¥ Employment Agreement, dated March 1, 2021, by and between SAB Biotherapeutics, Inc. and Eddie J. Sullivan. 8-K 001-39871 10.2¥ October 28, 2021 10.3¥ Executive Employment Agreement, dated November 17, 2021, by and between SAB Biotherapeutics, Inc. and Samuel J. Reich 8-K 001-39871 10.1 November 19, 2021 10.4 Form of Indemnification Agreement. 10-K 001-39871 10.4 March 31, 2025 10.5¥ SAB Biotherapeutics, Inc. 2021 Omnibus Equity Incentive Plan. 8-K 001-39871 10.7 October 28, 2021 10.6¥ 2021 Omnibus Equity Incentive Plan, as amended 8-K 001-39871 10.5 September 26, 2025 10.7 Form of Securities Subscription Agreement, dated November 12, 2020, between BCYP and Big Cypress Holdings LLC. S-4 333-258869 10.3 September 22, 2021 10.8 Securities Purchase Agreement, dated December 7, 2020, between BCYP and Ladenburg Thalmann & Co. Inc. and certain of its employees. S-4 333-258869 10.4 September 22, 2021 10.9 Placement Unit Subscription Agreement dated January 11, 2021 between the Company and Big Cypress Holdings LLC. S-4 333-258869 10.5 September 22, 2021 10.10 BCYP Stockholders Support Agreement. S-4 333-258869 10.7 September 22, 2021 10.11 SAB Stockholders Support Agreement. S-4 333-258869 10.8 September 22, 2021 10.12¥ Executive Employment Agreement, dated May 20, 2022, by and between SAB Biotherapeutics, Inc. and Alexandra Kropotova 10-K 001-39871 10.5 April 14, 2023 10.13 Third Amendment to Amended and Restated Lease Agreement 10-K 001-39871 10.14 April 14, 2023 10.14 Fourth Amendment to Amended and Restated Lease Agreement 8-K 001-39871 10.1 October 13, 2022 10.15+ Manufacturing Option Agreement, dated October 26, 2022 8-K 001-39871 10.1 November 1, 2022 10.16+ Right of First Refusal Agreement, dated October 26, 2022 8-K 001-39871 10.2 November 1, 2022 10.17 Securities Purchase Agreement dated December 6, 2022, by and between the Company and the purchasers thereto 8-K 001-39871 10.1 December 12, 2022 10.18 Form of Securities Purchase Agreement, dated September 29, 2023 by and among SAB Biotherapeutics, Inc. and the purchasers named therein 8-K 001-39871 10.1 October 2, 2023 10.19¥ Legacy SAB Biotherapeutics, Inc. 2014 Equity Incentive Plan S-8 333-277314 99.2 February 23, 2024 10.20¥ Executive Employment Agreement between SAB Biotherapeutics, Inc. and Eddie J. Sullivan, dated March 5, 2024 8-K 001-39871 10.1 March 8, 2024 10.21¥ Executive Employment Agreement between SAB Biotherapeutics, Inc. and Christoph Bausch, dated March 5, 2024 8-K 001-39871 10.2 March 8, 2024 10.22¥ Employment Agreement between SAB Biotherapeutics, Inc. and Mark Conley dated November 6, 2023 8-K 001-39871 10.1 May 31, 2024 10.23¥ Employment Agreement between SAB Biotherapeutics, Inc. and Lucy To dated July 26, 2024 8-K 001-39871 10.1 July 31, 2024 10.24*** Lease Agreement between SAB Biotherapeutics, Inc. and Sanford Health, dated February 1, 2025 8-K 001-39871 10.1 February 5, 2025 10.25 Form of Securities Purchase Agreement, dated July 21, 2025 by and among SAB Biotherapeutics, Inc. and the purchasers named therein 8-K 001-39871 10.1 July 21, 2025 106 10.26 Form of Registration Rights Agreement, dated July 21, 2025 by and among SAB Biotherapeutics, Inc. and the holders named therein 8-K 001-39871 10.2 July 21, 2025 10.27 Form of Support Agreement, dated July 21, 2025 by and among SAB Biotherapeutics, Inc. and the holders named therein 8-K 001-39871 10.3 July 21, 2025 10.28 Letter Agreement, dated July 21, 2025 by and between SAB Biotherapeutics, Inc. and RA Capital Healthcare Fund, L.P. 8-K 001-39871 10.4 July 21, 2025 19.1 Insider Trading Policy 10-K 001-39871 19.1 March 31, 2025 21.1* List of Subsidiaries 23.1* Consent of EisnerAmper LLP 24.1* Power of Attorney (included on a signature page of the initial filing of this Annual Report) 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 SAB Biotherapeutics, Inc. Clawback Policy 10-K 001-39871 97.1 March 29, 2024 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report are not deemed filed with the SEC and are not to be incorporated by reference into any filing of SAB Biotherapeutics, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing. *** Confidential treatment has been granted or requested with respect to portions of this exhibit. + Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. ¥ Denotes management contract or any compensatory plan, contract or arrangement. Item 16. Form 10-K Summary None. 107 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . SAB BIOTHERAPEUTICS, INC. Date: March 9, 2026 By: /s/ Samuel J. Reich Samuel J. Reich Chief Executive Officer The undersigned officers and directors of SAB Biotherapeutics, Inc., hereby severally constitute and appoint Samuel J. 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. Name Title Date /s/ Samuel J. Reich Chief Executive Officer and Director March 9, 2026 Samuel J. Reich (Principal Executive Officer) /s/ Lucy To Chief Financial Officer March 9, 2026 Lucy To (Principal Financial Officer and Principal Accounting Officer) /s/ Eddie J. Sullivan, PhD President and Director March 9, 2026 Eddie J. Sullivan, PhD /s/ David Zaccardelli, Pharm D. Chairman of the Board March 9, 2026 David Zaccardelli, Pharm D. /s/ Katie Ellias Director March 9, 2026 Katie Ellias /s/ Scott Giberson, RPh, MPH, D.Sc. Director March 9, 2026 Scott Giberson, RPh, MPH, D.Sc. /s/ Rita Jain, MD Director March 9, 2026 Rita Jain, MD /s/ David Link, MBA Director March 9, 2026 David Link, MBA /s/ Erick Lucera Director March 9, 2026 Erick Lucera /s/ Andrew Moin Director March 9, 2026 Andrew Moin /s/ William Polvino, MD Director March 9, 2026 William Polvino, MD /s/ Jay Skyler, MD Director March 9, 2026 Jay Skyler, MD 108 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 274) F- Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 3 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2025 and 2024 F- 4 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 F- 5 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F- 7 Notes to Consolidated Financial Statements F- 8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of SAB Biotherapeutics, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of SAB Biotherapeutics, Inc. and Subsidiaries (the “Company”) as of December 31, 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ EisnerAmper LLP We have served as the Company’s auditor since 2023. EISNERAMPER LLP Iselin, New Jersey March 9, 2026 F- 2 SAB Biotherapeutics, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 10,502,680 $ 8,897,966 Short-term investments 86,089,779 11,862,746 Accrued interest receivable 946,781 54,955 Prepaid expenses and other current assets 3,513,384 2,976,562 Total current assets 101,052,624 23,792,229 Deferred issuance cost 150,145 261,105 Long-term prepaid assets 5,309,345 220,997 Long-term investments 46,892,882 — Operating lease right-of-use assets 2,603,059 970,294 Financing lease right-of-use assets 3,496,012 3,582,835 Property, plant and equipment, net 13,305,902 15,368,009 Total assets $ 172,809,969 $ 44,195,469 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 3,145,805 $ 1,694,722 Notes payable — 275,849 Accrued expenses and other current liabilities 6,583,996 5,473,036 Operating lease liabilities, current portion 797,402 393,430 Finance lease liabilities, current portion 153,967 142,563 Total current liabilities 10,681,170 7,979,600 Operating lease liabilities, noncurrent 1,877,360 581,148 Finance lease liabilities, noncurrent 3,121,952 3,275,919 Warrant liabilities 5,635,112 6,389,226 Total liabilities 21,315,594 18,225,893 Commitments and contingencies (Note 18) Stockholders’ equity Series A Preferred stock; $ 0.0001 par value; 10,000,000 shares authorized, 28,380 and 42,019 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively 3 5 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 64 — Common stock; $ 0.0001 par value; 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 4,766 935 Treasury stock, at cost; 54,665 shares held at December 31, 2025 and December 31, 2024, respectively ( 5,521,246 ) ( 5,521,246 ) Additional paid-in capital 267,719,445 155,794,142 Accumulated other comprehensive income (loss) 186,510 ( 135,410 ) Accumulated deficit ( 110,895,167 ) ( 124,168,850 ) Total stockholders’ equity 151,494,375 25,969,576 Total liabilities and stockholders’ equity $ 172,809,969 $ 44,195,469 See accompanying notes to the consolidated financial statements. F- 3 SAB Biotherapeutics, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income (Loss) For The Year Ended December 31, 2025 2024 Revenue Grant revenue $ — $ 1,322,410 Total revenue — 1,322,410 Operating expenses Research and development 34,352,332 30,251,667 General and administrative 14,601,031 13,981,263 Total operating expenses 48,953,363 44,232,930 Loss from operations ( 48,953,363 ) ( 42,910,520 ) Other income (expense) Changes in fair value of warrant liabilities 62,754,186 5,385,009 Interest expense ( 240,664 ) ( 318,401 ) Interest income 1,432,032 1,285,998 Other income 3,133,784 2,452,605 Warrant issuance expense ( 4,852,292 ) — Total other income 62,227,046 8,805,211 Net income (loss) $ 13,273,683 $ ( 34,105,309 ) Other comprehensive income (loss): Unrealized gain, change in fair value of available-for-sale securities, net of tax $ 185,464 $ 647 Foreign currency translation gain (loss) 136,456 ( 162,477 ) Total comprehensive income (loss) $ 13,595,603 $ ( 34,267,139 ) Income (loss) per common share attributable to the Company’s shareholders Basic income (loss) per common share $ 0.22 $ ( 3.68 ) Diluted loss per common share $ ( 0.79 ) $ ( 3.68 ) Weighted-average common shares outstanding – basic 19,311,798 9,261,918 Weighted-average common shares outstanding – diluted 61,340,193 9,261,918 See accompanying notes to the consolidated financial statements. F- 4 SAB Biotherapeutics, Inc. and Subsidiaries Consolidated Statements of Changes In Stockholders’ Equity For the years ended December 31, 2025 and 2024 Mezzanine Equity Common stock Series B Preferred Stock Series B Preferred Stock Series A Preferred Stock Treasury Stock Shares Amount Shares Amount Shares Amount Shares Amount Additional Paid-In Capital Shares Amount Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance at December 31, 2024 9,343,533 $ 935 — $ — — $ — 42,019 $ 5 $ 155,794,142 ( 54,665 ) $ ( 5,521,246 ) $ ( 124,168,850 ) $ ( 135,410 ) $ 25,969,576 Stock-based compensation — — — — — — — — 5,210,647 — — — — 5,210,647 Issuance of common stock pursuant to vesting of restricted stock units 11,913 1 — — — — — — ( 1 ) — — — — — Payment of taxes withheld on issuance of restricted stock units — — — — — — — — ( 11,205 ) — — — — ( 11,205 ) Conversion of Series A Preferred Stock into common shares 2,164,918 216 — — — — ( 13,639 ) ( 2 ) ( 214 ) — — — — — Issuance of Series B Preferred Stock and warrants under private placement offering — — 1,000,000 100 — — — — — — — — — — Reclassification of Redeemable Preferred Stock to Permanent Equity upon Requisite Approval — — ( 1,000,000 ) ( 100 ) 1,000,000 100 — — 16,038,560 — — — — 16,038,660 Conversion of Series B Preferred Stock into common shares 36,144,200 3,614 — — ( 361,442 ) ( 36 ) — — ( 3,578 ) — — — — — Reclassification of PIPE Warrants to Permanent Equity following shareholder approval — — — — — — — — 90,691,094 — — — — 90,691,094 Net income — — — — — — — — — — — 13,273,683 — 13,273,683 Foreign currency translation — — — — — — — — — — — — 136,456 136,456 Unrealized loss, change in fair value of available-for-sale securities — — — — — — — — — — — — 185,464 185,464 Balance at December 31, 2025 47,664,564 $ 4,766 638,558 $ 64 28,380 $ 3 $ 267,719,445 ( 54,665 ) $ ( 5,521,246 ) $ ( 110,895,167 ) $ 186,510 $ 151,494,375 See accompanying notes to the consolidated financial statements. F- 5 Common stock Preferred Stock Treasury Stock Shares Amount Shares Amount Additional Paid-In Capital Shares Amount Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance at December 31, 2023 9,280,159 $ 929 42,236 $ 5 $ 152,856,874 ( 54,665 ) $ ( 5,521,246 ) $ ( 90,063,541 ) $ 26,420 $ 57,299,441 Stock-based compensation — — — — 2,941,796 — — — — 2,941,796 Issuance of common stock pursuant to vesting of restricted stock units 25,214 2 — — ( 2 ) — — — — — Payment of taxes withheld on issuance of restricted stock units — — — — ( 24,931 ) — — — — ( 24,931 ) Issuance of common stock for exercise of stock options 3,780 1 — — 20,408 — — — — 20,409 Conversion of Series A2 Preferred Stock into common shares 34,380 3 ( 217 ) — ( 3 ) — — — — — Net loss — — — — — — — ( 34,105,309 ) — ( 34,105,309 ) Foreign currency translation — — — — — — — — ( 162,477 ) ( 162,477 ) Unrealized gain, change in fair value of available-for-sale securities — — — — — — — — 647 647 Balance at December 31, 2024 9,343,533 $ 935 42,019 $ 5 $ 155,794,142 ( 54,665 ) $ ( 5,521,246 ) $ ( 124,168,850 ) $ ( 135,410 ) $ 25,969,576 See accompanying notes to the consolidated financial statements. F- 6 SAB Biotherapeutics, Inc. and Subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2025 2024 Cash flows from operating activities: Net income (loss) $ 13,273,683 $ ( 34,105,309 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 2,994,763 4,705,771 Amortization of finance right-of-use assets 86,823 86,824 Stock-based compensation expense 5,210,647 2,941,796 Net realized and unrealized gain on investment in short-term securities ( 73,967 ) — Changes in fair value of warrant liabilities ( 62,754,186 ) ( 5,385,009 ) Accretion of discounts on short-term investments ( 88,631 ) ( 237,093 ) Write-off of deferred issuance costs 261,105 — Changes in operating assets and liabilities Accrued interest receivable ( 891,826 ) ( 54,955 ) Prepaid expenses and other current assets ( 5,285,259 ) ( 590,461 ) Operating lease right-of-use assets and liabilities, net 67,420 ( 23,458 ) Accounts payable 1,482,793 923,323 Deferred grant income — ( 1,322,410 ) Accrued expense and other current liabilities 941,524 ( 1,231,028 ) Net cash used in operating activities ( 44,775,111 ) ( 34,292,009 ) Cash flows from investing activities: Proceeds from the sale of equipment 500 — Purchases of equipment ( 933,156 ) ( 337,262 ) Purchases of investment securities ( 142,035,560 ) ( 37,446,201 ) Sales and maturities of investments 21,262,086 25,821,196 Net cash used in investing activities ( 121,706,130 ) ( 11,962,267 ) Cash flows from financing activities: Proceeds from the 2025 PIPE, net of Series B issuance costs 168,729,827 — Payment of deferred issuance costs ( 758 ) ( 261,105 ) Proceeds from issuance of notes payable — 515,986 Principal payments of notes payable ( 275,849 ) ( 1,290,982 ) Principal payments on finance leases ( 142,563 ) ( 132,003 ) Proceeds from exercise of stock options — 20,409 Tax payments for share settlement of restricted stock units ( 11,205 ) ( 24,931 ) Net cash provided by (used in) financing activities 168,299,452 ( 1,172,626 ) Effect of exchange rate changes on cash and cash equivalents ( 213,497 ) ( 241,198 ) Net increase (decrease) in cash and cash equivalents 1,604,714 ( 47,668,100 ) Cash and cash equivalents Beginning of period 8,897,966 56,566,066 End of period $ 10,502,680 $ 8,897,966 Supplemental cash flow information: Cash paid for interest $ 242,032 $ 373,954 Supplemental information on non-cash investing and finance activities: Right-of-use assets obtained in exchange for operating lease liabilities $ 2,422,191 $ 368,425 Deferred issuance costs included in accrued expenses 149,387 $ — Reclassification of warrants from liability to equity 90,691,094 — Reclassification of Redeemable Preferred Stock to Permanent Equity upon Requisite Approval 16,038,660 — See accompanying notes to the consolidated financial statements. F- 7 SAB Biotherapeutics, Inc. and subsidiaries Notes to con SOLIDATED financial statements (1) Nature of Business SAB Biotherapeutics, Inc., a Delaware corporation (“SAB” or “SAB Biotherapeutics”, and together with its subsidiaries, the “Company”), is a clinical-stage biopharmaceutical company focused on the development of human polyclonal immunotherapeutic antibodies, or human 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”). Australian Research and Development Tax Credit In June 2023, the Company formed a new subsidiary in Australia, SAB BIO PTY LTD, a proprietary limited company (“SAB Australia”), primarily to conduct preclinical and clinical activities for product candidates. SAB Australia’s research and development activities qualify for the Australian government’s tax credit program. Liquidity and Going Concern 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 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. (2) Summary of Significant Accounting Policies A summary of the significant accounting policies applied in preparation of the accompanying consolidated financial statements is set forth below. Basis of presentation The financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP” or “U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the years presented. Emerging growth company status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the F- 8 time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used . Principles of consolidation The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries, SAB Sciences, Inc., Diversity Therapeutics, Inc., SAB LLC, SAB Capra, LLC, Aurochs, LLC, and SAB Australia. Intercompany balances and transactions have been eliminated in consolidation . Significant risks and uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to, the results of research and development efforts, clinical trial activities of the Company’s product candidates, the Company’s ability to obtain regulatory approval to market its product candidates, competition from products manufactured and sold or being developed by other companies, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and obtaining and protecting intellectual property. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements. The Company has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Private Placement Warrant liabilities, determination of the incremental borrowing rate (“IBR”) used in the calculation of the Company’s right of use assets and lease liabilities, estimation of clinical and other accruals and the valuation allowance on deferred tax assets. Actual amounts realized may differ from these estimates . Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques that would be used to measure fair value into one of three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accrued interest receivable, accounts payable, notes payable, accrued expenses and other current liabilities. The Company accounts for warrants to purchase its common stock par value of $ 0.0001 per share (its “common stock”) pursuant to Accounting Standards Codification (“ASC”) Topic 470, Debt (“ASC 470”), and ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and classifies warrants for common stock as liabilities or equity. The warrants classified as liabilities are reported at their estimated fair value (see Note 13, Fair Value Measurements ) and any changes in fair value are reflected in other income and expense. The warrants classified as equity are reported at their estimated relative fair value with no subsequent remeasurement. The Company’s outstanding warrants are discussed in more detail in Note 12, Warrants . F- 9 Deferred Issuance Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred issuance costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in shareholders’ equity as a reduction of additional paid-in capital generated as a result of the issuance. 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 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 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, 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 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 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 The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Although the Company currently believes that the financial institutions with whom it does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so. The Company has not experienced any credit losses associated with its balances in such accounts for the years ended December 31, 2025 and 2024 . Lease liabilities and right-of-use assets The Company is party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the definition of leases under Financial Accounting Standards Board (“FASB”) ASC Topic 842, Leases (“ASC 842”). In accordance with ASC 842, the Company recorded right-of-use assets and related lease liabilities for the present value of the F- 10 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 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. Research and development expenses Expenses incurred in connection with research and development activities are expensed as incurred. These include licensing fees to use certain technology in the Company’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company, and expenses related to animal care, research-use equipment depreciation, salaries, benefits, and stock-based compensation granted to employees in research and development functions. During the years ended December 31, 2025 and 2024, the Company had contracts with multiple contract research organizations (“CRO”) to complete studies as part of research grant agreements. These costs include upfront, milestone and monthly expenses as well as reimbursement for pass through costs. All research and development costs are expensed as incurred except when the Company is accounting for nonrefundable advance payments for goods or services to be used in future research and development activities. In these cases, these payments are capitalized at the time of payment and expensed in the period the research and development activity is performed. As actual costs become known, the Company will adjust the accrual; such changes in estimate may result in material 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. Property, Plant and Equipment The Company records property, plant, and equipment at cost less depreciation and amortization. Depreciation is calculated using straight-line methods over the following estimated useful lives: Animal facility equipment 7 years Animal facility 40 years Laboratory equipment 7 years Leasehold improvements Shorter of asset life or lease term Office furniture and equipment 5 years Vehicles 5 years Repairs and maintenance expenses are expensed as incurred. Impairment of long-lived assets The Company reviews the recoverability of long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If necessary, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that long-lived assets are recoverable, and no impairment was deemed necessary, during the years ended December 31, 2025 and 2024 . Stock-based compensation FASB ASC Topic 718, Compensation – Stock Compensation , prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. The Company recognizes compensation cost relating to stock-based payment transactions using a fair-value measurement method, which requires all stock-based payments to employees, directors, and non-employee consultants, including grants of stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. The Company determines the fair value of common stock based on the closing market price at closing on the date of the grant. In determining the fair value of stock-based awards, the Company utilizes the Black-Scholes option-pricing model, which uses both historical and current market data to estimate fair value. The Black-Scholes option-pricing model incorporates F- 11 various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield, and expected life of the options. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. No awards may have a term in excess of ten years . Forfeitures are recorded when they occur. Stock-based compensation expense is classified in the consolidated statements of operations based on the function to which the related services are provided. The Company recognizes stock-based compensation expense over the vesting period . Income taxes Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Company’s assets and liabilities measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income. When necessary, deferred tax assets are reduced by a valuation allowance, to reflect realizable value, and all deferred tax balances are reported as long-term on the consolidated balance sheets. Accruals are maintained for uncertain tax positions, as necessary. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties related to income taxes, to the extent they arise, as a component of income taxe s. Foreign Currency Translations and Transactions Assets and liabilities of the Company's foreign subsidiary are translated at the year-end exchange rate. Operating results of the Company's foreign subsidiary are translated at average exchange rates during the period. Translation adjustments have no 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 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. Litigation From time to time, the Company is involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with U.S. GAAP, the Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs in connection with loss contingencies are expensed as incurred. Earnings per share In accordance with ASC 260, Earnings per Share (“ASC 260”), basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding for the period including potential dilutive common shares such as stock options. Segment reporting In accordance with ASC 280, Segment Reporting , the Company’s business activities are organized into one reportable segment, as only the Company’s operating results in their entirety are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated and to assess performance. Australian Research and Development Tax Credit The Company recognizes other income from Australian research and development incentives when there is reasonable assurance that the income will be received, the relevant expenditure has been incurred, and the consideration can be reliably measured. The research and development incentive is one of the key elements of the Australian Government’s support for Australia’s innovation system and is supported by legislative law primarily in the form of the Australian Income Tax F- 12 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. (3) New accounting standards 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 November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Topic 220)”. ASU 2024-03 requires additional disclosure in the notes to financial statements of specified information about certain expenses such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation and other expenses which are presented in the face of the income statement within continuing operations. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. (4) Revenue Government grants 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 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. F- 13 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, 2025 2024 Calculation of basic income (loss) per share attributable to the Company’s shareholders Net income (loss) $ 13,273,683 $ ( 34,105,309 ) Net income attributable to participating securities 9,012,401 — Net income (loss) attributable to common stockholders - basic 4,261,282 ( 34,105,309 ) Weighted-average common shares outstanding - basic 19,311,798 9,261,918 Earnings per share - basic $ 0.22 $ ( 3.68 ) Calculation of diluted income (loss) per share attributable to the Company’s shareholders Net income (loss) $ 13,273,683 $ ( 34,105,309 ) Change in fair value of warrant liabilities ( 62,000,073 ) — Net income (loss) attributable to common stockholders - diluted $ ( 48,726,390 ) $ ( 34,105,309 ) Weighted-average common shares outstanding - basic 19,311,798 9,261,918 Series B warrants and preferred stock 42,028,395 — Weighted-average common shares outstanding – diluted 61,340,193 9,261,918 Net income (loss) per share - diluted $ ( 0.79 ) $ ( 3.68 ) 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: F- 14 For The Year Ended December 31, 2025 2024 Stock options and awards 20,902,411 2,999,312 Common Stock Warrants (1) 2,233,407 2,233,407 Series A Preferred Stock (2) 4,504,824 6,669,742 Preferred Stock Warrants (3) 17,002,381 23,803,334 Contingently issuable Earnout Shares from unexercised Rollover Options 150,806 150,806 Total 44,793,829 35,856,601 (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. Inc. (the “Ladenburg Warrants”), 736,337 shares underlying warrants issued to the investors in the December 2022 Private Placement (the “the PIPE Warrants”), 21,091 shares underlying warrants issued to the placement agent in 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 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 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, 2025 and 2024, the Company’s property, plant and equipment was as follows: December 31, 2025 December 31, 2024 Laboratory equipment $ 11,339,840 $ 11,344,007 Animal facility leasehold improvements 8,400,580 8,357,667 Animal facility equipment 1,278,123 1,188,854 Construction-in-progress 759,279 — Leasehold improvements 7,064,721 7,064,721 Vehicles 201,590 208,453 Office furniture and equipment 1,778,231 1,778,231 Total Property, plant and equipment, gross 30,822,364 29,941,933 Less: accumulated depreciation and amortization ( 17,516,462 ) ( 14,573,924 ) Property, plant and equipment, net $ 13,305,902 $ 15,368,009 Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was $ 3.0 million and $ 4.7 million , respectively. 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. (7) Leases The Company has an operating lease for lab space from Sanford Health, under a lease that started in June 2014 and initially ended in June 2019, at which time the lease was extended through August 2024. This lease 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 F- 15 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 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, 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 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. The Company entered into a lease for office space in April 2024. The Company leased 1,272 square feet, representing the Company’s principal executive offices, in Miami Beach, Florida. The initial term of the lease is 62 months. The lease costs are approximately $ 7 thousand per month through 2024, with 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. 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. The Company has the following finance leases: • In December 2018, the Company entered into a finance lease with Dakota Ag Properties for a new animal facility which includes the surrounding land. The facility and the land have been accounted for as separate lease components. The lease is based upon payback of $ 4 million in construction costs, with a 20-year term at an interest rate of 8 %. The monthly payment for this lease is $ 34 thousand. The Company has the option to purchase the asset at any time during the term of the lease for the balance of the unamortized lease payments. • In December 2018, the Company entered into an equipment lease for a 12,000 -gallon propane tank that is located on the Company’s animal facility. The lease is for five years , with an annual payment of $ 8 thousand. The Company has the option to purchase the asset at any time during the term of the lease for the balance of the unamortized lease payments. The lease agreements do not require material variable lease payments, residual value guarantees or restrictive covenants. The amortizable lives of the operating lease assets are limited by their expected lease terms. The amortizable lives of the finance lease assets are limited by their expected lives, as the Company intends to exercise the purchase options at the end of the leases. The following is the estimated useful lives of the finance lease assets: Animal Facility 40 years Equipment 3 – 7 years Land Indefinite The Company’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of December 31, 2025 and 2024 are: December 31, 2025 December 31, 2024 Operating Finance Operating Finance Weighted-average remaining lease term (years) 3.62 12.92 2.85 13.92 Weighted-average discount rate (percentage) 9.45 % 7.72 % 7.76 % 7.72 % F- 16 The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2025: Operating Finance 2026 $ 1,007,017 $ 401,496 2027 712,653 401,496 2028 728,650 401,496 2029 708,989 401,496 2030 — 401,496 Thereafter — 3,178,510 Undiscounted future minimum lease payments 3,157,309 5,185,990 Less: Amount representing interest payments ( 482,547 ) ( 1,910,071 ) Total lease liabilities 2,674,762 3,275,919 Less current portion ( 797,402 ) ( 153,967 ) Noncurrent lease liabilities $ 1,877,360 $ 3,121,952 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 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. Finance lease costs are included within research and development expenses on the consolidated statements of operations. Cash payments under operating and finance leases were approximately $ 1.0 million and $ 0.4 million , respectively, for the year ended December 31, 2025. Cash payments under operating and finance leases were approximately $ 0.8 million and $ 0.4 million , respectively, 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 As of December 31, 2025 and 2024, accrued expenses and other current liabilities consisted of the following: December 31, 2025 December 31, 2024 Payroll and employee-related costs $ 5,036,039 $ 4,170,381 Accrued research and development expenses 322,743 237,164 Accrued legal fees 354,361 42,159 Accrued financing fees payable — 479,250 Accrued interest 21,075 22,443 Other accrued expenses 849,778 521,639 $ 6,583,996 $ 5,473,036 (9 ) Notes Payable Insurance Financing Note 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 F- 17 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) Stockholders’ Equity Authorized and Outstanding Capital Stock The total number of shares of the Company’s authorized capital stock is 810,000,000 . The total amount of authorized capital stock consists of 800,000,000 shares of common stock and 10,000,000 shares of preferred stock. 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.” 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 . F- 18 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 F- 19 Biotherapeutics, with SAB Biotherapeutics as the surviving company of the merger. Upon closing of the Business Combination, BCYP changed its name to “SAB Biotherapeutics, Inc.” Additionally, the Business Combination Agreement included an earnout provision whereby the shareholders of SAB Biotherapeutics shall be entitled to receive additional consideration (“Earnout Shares”) if the Company meets certain Volume Weighted Average Price (“VWAP”) thresholds, or a change in control with a per share price exceeding the VWAP thresholds within a five-year period immediately following the Closing. The Earnout Shares shall be released in four equal increments as follows: (i) 25 % of the Earnout Shares shall be released if, at any time during the five ( 5 )-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $ 150.00 for any twenty ( 20 ) trading days within a period of thirty ( 30 ) consecutive trading days (the “First Earnout”). (ii) 25 % of the Earnout Shares shall be released if, at any time during the five ( 5 )-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $ 200.00 for any twenty ( 20 ) trading days within a period of thirty ( 30 ) consecutive trading days (the “Second Earnout”). (iii) 25 % of the Earnout Shares shall be released if, at any time during the five ( 5 )-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $ 250.00 for any twenty ( 20 ) trading days within a period of thirty ( 30 ) consecutive trading days (the “Third Earnout”). (iv) 25 % of the Earnout Shares shall be released if, at any time during the five ( 5 )-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $ 300.00 for any twenty ( 20 ) trading days within a period of thirty ( 30 ) consecutive trading days (the “Fourth Earnout” and together with the First Earnout, the Second Earnout and the Third Earnout, the “Earnouts”). Pursuant to the terms of the Business Combination Agreement, SAB Biotherapeutics’ securityholders (including vested option holders) who own SAB Biotherapeutics securities immediately prior to the Closing Date will have the contingent right to receive their pro rata portion of (i) an aggregate of 1,200,000 Earnout Shares, of which 150,806 are contingently issuable based upon future satisfaction of the aforementioned VWAP thresholds. The remaining 1,049,194 are legally issued and outstanding, if the Company does not meet the above VWAP thresholds, or a change in control with a per share price below the VWAP thresholds occurs within a five-year period immediately following the Closing Date, the 1,049,194 shares will be returned to the Company. The Earnout Shares are indexed to the Company’s equity and meet the criteria for equity classification. On the Closing Date, the fair value of the 1,200,000 Earnout Shares was $ 101.3 million. The Company recorded the Earnout Shares as a stock dividend by reducing additional paid-in capital, which was offset by the increase in additional paid-in capital associated with the Business Combination. Sales Agreement 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 On August 5, 2014, the Company approved a stock option grant plan (the “2014 Equity Incentive Plan”) for employees, directors, and non-employee consultants, which provides for the issuance of options to purchase common stock. As of December 31, 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 (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 F- 20 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 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. The Company offers an Employee Stock Purchase Plan (“ESPP”) that allows eligible employees to purchase shares of common stock at a discount of up to 15 % from the lower of the fair market value at the beginning or end of the offering period. Under ASC 718, the ESPP is classified as compensatory, and stock-based compensation expense is recognized for the fair value of the discount and any embedded option features. No shares were issued under the ESPP during either the 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. The expected term of the stock options was estimated using the “simplified” method, as defined by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment . The volatility assumption was determined by examining the historical volatilities for industry peer companies, as the Company does not have sufficient trading history for its common stock. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the options. The dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore, the Company has assumed no dividend yield for purposes of estimating the fair value of the options. Stock Options Stock option activity for employees and non-employees under the Equity Compensation Plans for the years ended December 31, 2025 and 2024 was as follows: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (periods) Aggregate Intrinsic Value Outstanding options, December 31, 2024 2,967,950 $ 7.05 8.64 $ 1,186,052 Granted 18,194,650 $ 2.37 Forfeited ( 154,280 ) $ 3.07 Expired ( 120,548 ) $ 19.56 Outstanding options, December 31, 2025 20,887,772 $ 2.93 9.48 $ 26,069,500 Options vested and exercisable, December 31, 2025 1,449,059 $ 8.99 7.54 $ 412,649 Total unrecognized compensation cost related to non-vested stock options as of December 31, 2025 was approximately $ 38.0 million and is expected to be recognized within future operating results over a weighted-average period of 3.48 years. The weighted average grant date fair value of options granted during the years ended December 31, 2025 and 2024, was $ 1.99 and $ 2.99 per share, respectively. During the years ended December 31, 2025 and 2024, 950,438 options vested with a fair value totaling $ 3.1 million and 307,317 options vested with a fair value totaling $ 1.8 million , respectively. F- 21 The estimated fair value of stock options granted to employees and consultants for the years ended December 31, 2025 and 2024, were calculated using the Black-Scholes option-pricing model using the following assumptions: For The Year Ended December 31, 2025 2024 Expected volatility 103.9 - 124.4 % 89.9 - 104.0 % Weighted-average volatility 109.1 % 96.1 % Expected dividends — % — % Expected term (in periods) 5.73 - 6.08 5.00 - 6.08 Risk-free rate 3.77 - 3.97 % 3.68 - 4.32 % Restricted Stock Stock award activity for employees and non-employees under the Equity Compensation Plans for the year ended December 31, 2025 was as follows: Number of shares Weighted Average Grant Date Fair Value Unvested as of December 31, 2024 31,362 $ 10.33 Vested and issued ( 16,723 ) $ 11.56 Unvested as of December 31, 2025 14,639 $ 8.93 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. Stock-based compensation expense Stock-based compensation expense for the December 31, 2025 and 2024 was as follows: For The Year Ended December 31, 2025 2024 Research and development $ 2,876,220 $ 1,307,258 General and administrative 2,334,427 1,634,538 Total $ 5,210,647 $ 2,941,796 (12) Warrants Public Warrants Each whole Public Warrant entitles the holder to purchase one share of the Company's common stock at a price of $ 115.00 per share (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: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and if, and only if, the reported last sale price of the common stock equals or exceeds $ 180.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. F- 22 If the Company calls the warrants for redemption as described above, management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Each warrant will expire on the fifth anniversary of the 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. Once expired, the warrants will have no further value and will no longer be exercisable. Private Placement Warrants The Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or saleable until after the completion of the Company's merger transaction in 2021. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be non-redeemable as long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Each warrant will expire on the fifth anniversary of the 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. Once expired, the warrants will have no further value and will no longer be exercisable. PIPE Warrants and PIPE Placement Agent Warrants In December 2022, the Company entered into a securities purchase agreement with certain institutional and accredited investors for the sale by the Company of 736,337 shares of common stock and the PIPE Warrants to purchase up to 736,337 shares of common stock, in a private placement offering. The combined purchase price of each share and accompanying PIPE Warrant was $ 10.80 (the “December 2022 Private Placement”). Three directors of the Company participated in the December 2022 Private Placement, each paying a $ 1.25 premium per share and accompanying PIPE Warrant. The PIPE Warrants, including those purchased by the participating directors of the Company, are exercisable at an exercise price equal to $ 10.80 per share, and are exercisable for five years from the date of issuance. The Company received gross proceeds of approximately $ 8.0 million before deducting transaction related fees and expenses. The Company paid Brookline Capital Markets, the placement agent, a cash fee equal to seven percent of the gross proceeds received by the Company in the December 2022 Private Placement. The Company also issued Brookline Capital Markets the PIPE Placement Agent Warrants to purchase up to an aggregate of 21,091 shares of common stock, equal to 7 % of the number of shares purchased by investors introduced to the Company by Brookline Capital Markets. The PIPE Placement Agent Warrants have an exercise price equal to $ 13.50 per share and are exercisable six months from the date of issuance and expire five years from the date of issuance. 2023 Ladenburg Agreement Warrants On March 21, 2023, the Company entered into a settlement agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), effective March 23, 2023 (the “2023 Ladenburg Agreement”, regarding the action brought by Ladenburg, the “Ladenburg Action”). In connection with the 2023 Ladenburg Agreement, on March 24, 2023, the Company (i) issued the Ladenburg Warrants to purchase up to 30,000 shares of common stock, exercisable for three years from the date of issuance at $ 5.424 per share; and (ii) furnished to Ladenburg a one-time cash payment of $ 500 thousand. Pursuant to the terms and subject to the conditions set forth in the 2023 Ladenburg Agreement, the Company will (i) no later than June 30, 2023, pay $ 1.5 million to Ladenburg in cash or shares of common stock, at the Company’s option; and (ii) no later than December 31, 2023, pay $ 1.1 million to Ladenburg in cash or shares of common stock, at the Company’s option. Following the completion of the Company’s obligations under the 2023 Ladenburg Agreement, Ladenburg has agreed to dismiss the Ladenburg Action with prejudice and extinguish any and all obligations of the Company in connection therewith. On June 30, 2023, in accord with the terms of the agreement, the Company issued 191,689 shares of common stock to satisfy a portion of its obligations under the 2023 Ladenburg Agreement. Following the completion of the 2023 Private Placement, the Company settled the remaining $ 1.1 million due to Ladenburg in cash. F- 23 September 2023 Purchase Agreement Warrants 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. Preferred PIPE Placement Agent Warrant On November 21, 2023, the Company issued to Chardan Capital Markets LLC, the placement agent for the September 2023 Offering, a warrant to purchase 850,119 shares ( as adjusted following the Reverse Stock Split) of the Company’s common stock (“the Preferred PIPE Placement Agent Warrants”). The Preferred PIPE Placement Agent Warrants have an exercise price equal to $ 6.30 per share (subject to adjustment for stock dividends and splits) and are exercisable in whole or in part, at any time or times on or after the issuance date and on or before October 2, 2028. The Preferred 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: Outstanding December 31, 2024 Warrants Issued Warrants Exercised Warrants Forfeited Outstanding December 31, 2025 Common Stock Warrants Equity Classified PIPE Placement Agent Warrants 21,091 — — — 21,091 Preferred PIPE Placement Agent Warrants 850,119 — — — 850,119 Ladenburg Warrants 30,000 — — — 30,000 PIPE Warrants 736,337 — — — 736,337 Liability Classified Business Combination Public Warrants 575,000 — — — 575,000 Private Placement Warrants 20,860 — — — 20,860 Preferred Stock Warrants Equity Classified Preferred PIPE Series B Warrants — 1,500,000 — — 1,500,000 Liability Classified Preferred Tranche B Warrants (1) 42,846 — — 42,846 — Preferred Tranche C Warrants 107,115 — — — 107,115 (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 F- 24 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 . Outstanding December 31, 2023 Warrants Issued Warrants Exercised Warrants Forfeited Outstanding December 31, 2024 Common Stock Warrants Equity Classified PIPE Placement Agent Warrants 21,091 — — — 21,091 Preferred PIPE Placement Agent Warrants 850,119 — — — 850,119 Ladenburg Warrants 30,000 — — — 30,000 PIPE Warrants 736,337 — — — 736,337 Liability Classified Business Combination Public Warrants 575,000 — — — 575,000 Private Placement Warrants 20,860 — — — 20,860 Preferred Stock Warrants Liability Classified Tranche B Warrants 42,846 — — — 42,846 Tranche C Warrants 107,115 — — — 107,115 Presentation and Valuation of the Warrants — Liability Classified Warrants Public Warrants and Private Placement Warrants The Public Warrants and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity ’ s Own Equity and were presented within warrant liabilities on the consolidated balance sheets as of December 31, 2025 and 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 for the years ended December 31, 2025 and 2024. On the Closing Date, the Company established the fair value of the Private Placement Warrants utilizing both the Black-Scholes Merton formula and a Monte Carlo Simulation (the “MCS”) analysis. Specifically, the Company considered an MCS to derive the implied volatility in the publicly-listed price of the Public Warrants. The Company then considered this implied volatility in selecting the volatility for the application of a Black-Scholes Merton model for the Private Placement Warrants. The Company determined the fair value of the Public Warrants by reference to the quoted market price. The Public Warrants were classified as a Level 1 fair value measurement, due to the use of the quoted market price, and the Private Placement Warrants held privately by assignees of Big Cypress Holdings LLC, were classified as a Level 3 fair value measurement, due to the use of unobservable inputs. See Note 13, Fair Value Measurements, for changes in fair value of the Private Placement Warrants. The key inputs into the valuations as of the December 31, 2025 and 2024 were as follows: December 31, 2025 December 31, 2024 Risk-free interest rate 3.83 % 4.19 % Expected term remaining (periods) 0.81 1.81 Implied volatility 200.4 % 160.9 % Closing common stock price on the measurement date $ 3.74 $ 3.79 Series A 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 Series A Preferred Warrant. 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 F- 25 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 Preferred Tranche C Warrants as of December 31, 2025 and 2024 were as follows: December 31, 2025 December 31, 2024 Risk-free interest rate (1) 3.54 % 4.32 % Expected term remaining (periods) (1) 2.91 3.91 Implied volatility 105.0 % 95.0 % Underlying Stock Price (Preferred Series A) $ 304.95 $ 309.37 (1) Reflects a probability-weighted input derived from multiple Black-Scholes calculations. These calculations incorporate the Company’s estimated probability of dissolution, should SABS’ intellectual property fail to yield positive results in forthcoming clinical trials, potentially leading to 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) 3.44 % 3.28 % Expected term remaining (periods) (1) 2.35 2.19 Implied volatility 110.0 % 102.5 % Underlying Stock Price (Preferred Series B) $ 197.31 $ 146.89 (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 F- 26 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) 3.77 % 3.48 % Expected term remaining (periods) (1) 1.40 1.23 Implied volatility 105.0 % 105.0 % Underlying Stock Price (Preferred Series B) $ 197.31 $ 146.89 (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 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques that would be used to measure fair value into one of three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The following tables present information about the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2025 and 2024, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: As of December 31, 2025 Total Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash equivalents Money market funds $ 9,128,243 $ 9,128,243 $ — $ — Short-term investments Mutual funds 59,129,609 59,129,609 — — U.S. treasury securities 24,027,260 24,027,260 — — Corporate Bonds 2,932,910 — 2,932,910 — Long-term investments U.S. treasury securities 42,783,989 42,783,989 — — Corporate Bonds 4,108,893 — 4,108,893 — Liabilities: Public Warrant liability $ 179,400 $ 179,400 $ — $ — Private Placement Warrant liability 6,508 — — 6,508 Tranche C Preferred Warrants 5,449,204 — — 5,449,204 F- 27 As of December 31, 2024 Total Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash equivalents Money market funds $ 3,460,221 $ 3,460,221 $ — $ — U.S. treasury securities 3,248,959 3,248,959 — — Short-term investments Mutual funds 5,638,567 5,638,567 — — U.S. treasury securities 6,224,179 6,224,179 — — Liabilities: Public Warrant liability $ 432,975 $ 432,975 $ — Private Placement Warrant liability 15,708 — — 15,708 Tranche C and B Preferred Warrants 5,940,543 — — 5,940,543 The following table provides a summary of changes in Level 3 fair value measurements for the Private Placement Warrant Liability: Balance, December 31, 2024 $ 15,708 Change in fair value of Private Placement Warrant liability ( 9,200 ) Balance, December 31, 2025 $ 6,508 The following table provides a summary of the changes in Level 3 fair value measurements for the Preferred Warrant liabilities: Balance, December 31, 2024 $ 5,940,543 Change in fair value of the Preferred Warrant liabilities ( 491,339 ) Balance, December 31, 2025 $ 5,449,204 As of December 31, 2025 and 2024 , the Company did no t have any other assets or liabilities that are recorded at fair value on a recurring basis. The Company believes that the carrying amounts of its cash and cash equivalents, accrued interest receivable, accounts payable, notes payable, accrued expenses and other current liabilities approximate their fair values due to their near-term maturities. F- 28 (14) Investments 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 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term: U.S. treasury securities $ 23,993,821 $ 33,439 $ — $ 24,027,260 Corporate Bonds 2,923,265 9,677 ( 32 ) 2,932,910 Total 26,917,086 43,116 ( 32 ) 26,960,170 Long-term: U.S. treasury securities $ 42,651,824 $ 143,223 $ ( 11,058 ) $ 42,783,989 Corporate Bonds 4,098,031 11,698 ( 836 ) $ 4,108,893 Total 46,749,855 154,921 ( 11,894 ) 46,892,882 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 Fair Value Short-term: U.S. treasury securities $ 6,223,532 $ 1,306 $ ( 659 ) $ 6,224,179 Total $ 6,223,532 $ 1,306 $ ( 659 ) $ 6,224,179 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 Fair Value Within one year or less $ 26,917,086 $ 26,960,170 One through five years 46,749,855 46,892,882 Total 73,666,941 73,853,052 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 Total Number of Individual Securities Fair Value Unrealized Loss Number of Individual Securities Fair Value Unrealized Loss Number of Individual Securities Fair Value Unrealized Loss Available-for-sale securities: U.S. treasury securities 4 $ 7,802,140 $ 11,058 — $ — $ — 4 $ 7,802,140 $ 11,058 Corporate Bonds 8 771,767 868 — — — 8 771,767 868 Total 12 $ 8,573,907 $ 11,926 — $ — $ — 12 $ 8,573,907 $ 11,926 F- 29 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, 2024: Unrealized losses less than 12 months Unrealized losses 12 months or greater Total Number of Individual Securities Fair Value Unrealized Loss Number of Individual Securities Fair Value Unrealized Loss Number of Individual Securities Fair Value Unrealized Loss Available-for-sale securities: U.S. treasury securities 1 $ 6,224,179 $ 659 — $ — $ — 1 $ 6,224,179 $ 659 Total 1 $ 6,224,179 $ 659 — $ — $ — 1 $ 6,224,179 $ 659 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, 2025 2024 Net gains (losses) recognized during the period $ 72,026 $ 1,232 Less: Realized net gains (losses) recognized on equity securities sold 39,694 27,539 Unrealized net gains (losses) recognized on equity securities held $ 32,332 $ ( 26,307 ) (15) Income Taxes The components of net income before income tax expense are as follows: December 31, 2025 Domestic $ 16,477,797 Foreign ( 3,204,114 ) Total $ 13,273,683 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. F- 30 Net deferred tax assets as of December 31, 2025 and 2024 consisted of the following: December 31, 2025 December 31, 2024 Deferred tax assets: Tax carryforwards $ 19,125,228 $ 14,680,968 Compensation accruals 4,032,869 2,911,154 Amortizable Research and development intangibles 14,024,636 11,202,249 Other deferred tax assets 1,397,331 927,686 Total deferred tax assets 38,580,064 29,722,057 Less valuation allowance ( 36,870,709 ) ( 27,853,819 ) Total deferred tax assets 1,709,355 1,868,238 Deferred tax liabilities: Property, plant and equipment $ 1,157,421 $ 1,697,673 Other deferred tax liabilities 551,934 170,565 Total deferred tax liabilities 1,709,355 1,868,238 Net deferred tax asset (liability) $ — $ — The reconciliation between the Company’s effective tax rate and the statutory tax rate of 21 % includes the following significant items: changes in the valuation allowance and permanent items including the change in fair value of warrant liabilities and equity issuance costs. The rate reconciliation was as follows: December 31, 2025 Federal income tax at statutory rate $ 2,787,474 21.00 % State and local, net of federal effect — — % Nontaxable or nondeductible items Warrant liability ( 13,178,379 ) ( 99.28 )% Equity issuance costs 1,068,627 8.04 % Other 38,487 0.29 % Effect of changes in tax laws or rates enacted in the current period — — % Effect of cross-border tax laws Foreign disregarded entity ( 672,864 ) ( 5.07 )% Tax credits Research and development tax credit ( 382,211 ) ( 2.88 )% True up of research and development tax credit 764,422 5.76 % Change in valuation allowances 8,901,579 67.06 % Foreign tax effects Australia Effects of rates different than statutory ( 288,370 ) ( 2.17 )% Non-deductible item (Research and development expenditures) 951,151 7.17 % Other 10,084 0.08 % Changes in unrecognized tax benefits — — % Other adjustments — — % Effective tax rate $ — — % December 31, 2024 Federal income tax at statutory $ ( 7,162,115 ) 21.00 % Equity raise ( 1,130,852 ) 3.30 % Other permanent items ( 339,174 ) 0.89 % Valuation allowance 8,632,141 ( 25.19 )% $ — — % 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 F- 31 upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical losses and the uncertainty of future taxable income over the periods which the Company will realize the benefits of its net deferred tax assets, management believes it is more likely than not that the Company will not fully realize the benefits on the balance of its net deferred tax asset and, accordingly, the Company has established a valuation allowance on its net deferred tax assets. The valuation allowance increased by approximately $8.9 million and increased by approximately $ 8.6 million, respectively, for the years ended December 31, 2025 and 2024. 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. 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. U.S. GAAP provides that the tax effects from uncertain tax positions can be recognized in the consolidated financial statements only if the position is more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2025 and 2024, there were no uncertain tax provisions. There was no interest or penalties related to income taxes for the years ended December 31, 2025 and 2024, and there was no accrued interest or penalties associated with uncertain tax positions as of December 31, 2025 and 2024. The Company files tax returns as prescribed by the laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company’s tax years are still open under the statute from 2022 to present. However, to the extent allowed by law, the taxing authorities may have the right to examine the period from 2017 through 2024 where net operating losses were generated and carried forward and make adjustments to the amount of the net operating loss carryforward amount. The Company is not currently under examination by federal or state jurisdictions. (16) Related Party Transactions For the years ended December 31, 2025 and 2024 , there were no related party transactions with directors, executive officers, or beneficial owners of 5 % or more of any class of the Company's voting securities, immediate family members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner of 5 % or more ownership interest. (17) Employee Benefit Plan The Company sponsors a defined contribution retirement plan. All the Company’s employees are eligible to be enrolled in the employer-sponsored contributory retirement savings plan, which include features under Section 401(k) of the Internal Revenue Code of 1986, as amended, and provides for Company matching contributions. The Company’s contributions to the plan are determined by its Board of Directors, subject to certain minimum requirements specified in the plan. The Company has historically made matching contributions of 100 % on 3 % of the employee contributions, with an additional 50 % match on the next 2 % of employee contributions. The Company made contributions of approximately $ 0.4 million and $ 0.4 million , for the years ended December 31, 2025 and 2024 , respectively. F- 32 (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. Fortrea Inc. 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 Operating segments are defined as components of the entity for which separate financial information is made available and that is regularly evaluated by the chief operating decision maker ( CODM ) in making decisions regarding resource allocation and assessing performance. The Company's CODM is its chief executive officer and the Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is focused on the development of a human anti-thymocyte globulin focused on preventing or delaying the progression of T1D. The CODM assesses the Company's performance by reviewing GAAP operating expense and significant expenses by function along with the annual budget. The chief operating decision maker considers budget-to-actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources. The following table is representative of the significant expense categories regularly provided to the CODM when managing the Company's single reporting segment. A reconciliation to consolidated operating expenses as our single segment operating loss for the years ended December 31, 2025 and 2024 is included in the table below: Year Ended December 31, 2025 2024 Direct research and development expenses Research and development salaries and benefits $ 11,099,651 $ 8,048,062 Clinical trial expense 10,153,742 4,169,487 Lab supplies and animal care 3,042,325 2,737,075 Lab services, consulting, and other direct research costs 2,111,013 7,295,739 Total direct research and development expenses 26,406,731 22,250,363 Indirect research and development expenses 5,069,381 6,694,046 Share based compensation (research and development) 2,876,220 1,307,258 Total research and development expense 34,352,332 30,251,667 General and administrative expense Administrative payroll 5,318,225 6,563,608 Professional fees and travel 2,644,934 1,515,131 Insurance, office expense, and other administrative expenses 4,303,443 4,267,987 Share based compensation (general and administrative) 2,334,429 1,634,537 Total general and administrative expenses 14,601,031 13,981,263 Total operating expense $ 48,953,363 $ 44,232,930 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. F- 33 (20) Subsequent Events 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. F- 34