sabs20221231_10ka.htm
true
0001833214
0001833214
2022-12-31
2022-12-31
0001833214
sabs:CommonStock00001ParValuePerShareCustomMember
2022-12-31
2022-12-31
0001833214
sabs:WarrantsCustomMember
2022-12-31
2022-12-31
0001833214
2022-06-30
0001833214
2023-03-28
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2022
--12-31FY2021
OR
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
|
Commission File Number 001-39871
SAB BIOTHERAPEUTICS, INC.
(Exact name of Registrant as specified in its Charter)
|
Delaware
|
85-3899721
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
| |
|
|
2100 East 54th Street North
Sioux Falls, South Dakota
|
57104
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (605) 679-6980
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common stock, $0.0001 par value per share
|
|
SABS
|
|
The Nasdaq Stock Market LLC
|
|
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
|
|
SABSW
|
|
The Nasdaq Stock Market LLC
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
| |
|
Emerging growth company
|
☒
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of common stock on The Nasdaq Stock Market on June 30, 2022, was $32,737,282.
The number of shares of the registrant’s common stock outstanding as of March 28, 2023 was 50,397,762.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for the 2022 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2021, are incorporated by reference in Part III of this Form 10-K.
|
Auditor Firm Id:
|
199
|
Auditor Name:
|
Mayer Hoffman McCann P.C.
|
Auditor Location:
|
San Diego, California, United States
|
Explanatory Note
The purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the “Amendment”) is to amend the cover page of the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2023, to reflect the correct aggregate market value of the voting and non-voting common equity held by non-affiliates of SAB Biotherapeutics, Inc. (the “Company”), as of June 30, 2022.
Except as described above, no other changes have been made to the Annual Report and this Amendment does not reflect events occurring after the filing of the Annual Report, and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Annual Report.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment also contains new certifications of the Company’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K promulgated by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications have been omitted. In addition, because no financial statements are included in this Amendment, new certifications of the Company’s principal executive officers and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Amendment. This Amendment also contains an updated consent of the Company’s independent registered public accounting firm, included as Exhibit 23.1.
PART IV
Item 15. Exhibits, Financial Statement Schedules
* Filed herewith.
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:
|
April 28, 2023 |
|
By:
|
/s/ Eddie J. Sullivan
|
|
|
|
|
Eddie J. Sullivan
|
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
Date:
|
April 28, 2023 |
|
By:
|
/s/ Russell Beyer |
|
|
|
|
Russell Beyer |
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
ex_508389.htm
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement on Form S-8 (File No. 333-262452) and Form S-3 (File No. 333-269565) of our report dated April 14, 2023, relating to the consolidated financial statements of SAB Biotherapeutics, Inc. and Subsidiaries as of December 31, 2022 and 2021 and for each of the two years in the period ended December 31, 2022, included in this Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ Mayer Hoffman McCann P.C.
San Diego, California
April 28, 2023
ex_502109.htm
Exhibit 31.1
CERTIFICATION 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
I, Eddie J. Sullivan, certify that:
|
1.
|
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of SAB Biotherapeutics, Inc.; and
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
| |
|
|
|
|
|
Date: April 28,2023
|
|
|
|
/s/ Eddie J. Sullivan |
| |
|
|
|
Eddie J. Sullivan |
| |
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
ex_502110.htm
Exhibit 31.2
CERTIFICATION 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
I, Russell Beyer, certify that:
|
1.
|
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of SAB Biotherapeutics, Inc.; and
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
| |
|
|
|
|
|
Date: April 28, 2023
|
|
|
|
/s/ Russell Beyer |
| |
|
|
|
Russell Beyer |
| |
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
