UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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The |
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The |
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.
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of October 31, 2023, the registrant had
Table of Contents
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PART I. |
2 |
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Item 1. |
2 |
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2 |
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3 |
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4 |
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6 |
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7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
25 |
Item 3. |
40 |
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Item 4. |
40 |
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PART II. |
42 |
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Item 1. |
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Item 1A. |
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Item 2. |
43 |
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Item 3. |
43 |
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Item 4. |
43 |
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Item 5. |
43 |
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Item 6. |
44 |
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45 |
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i
PART I—FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited).
SAB Biotherapeutics, Inc. and Subsidiaries
Condensed Balance Sheets
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September 30, |
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December 31, |
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(Unaudited) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Long-term prepaid insurance |
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Operating lease right-of-use assets |
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Financing lease right-of-use assets |
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Property, plant and equipment, net |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Notes payable |
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Operating lease liabilities, current portion |
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Finance lease liabilities, current portion |
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Deferred grant income |
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Accrued expenses and other current liabilities |
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Total current liabilities |
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Operating lease liabilities, noncurrent |
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Finance lease liabilities, noncurrent |
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Warrant liabilities |
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Notes payable, noncurrent |
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— |
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Total liabilities |
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Stockholders’ equity |
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Preferred stock; $ |
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Common stock; $ |
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Treasury stock, at cost; |
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( |
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( |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to the condensed financial statements
2
SAB Biotherapeutics, Inc. and Subsidiaries
Condensed Statements of Operations
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Total revenue |
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Operating expenses |
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Research and development |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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( |
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( |
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Other income (expense) |
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Changes in fair value of warrant liabilities |
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( |
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Interest expense |
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( |
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( |
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( |
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( |
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Interest income |
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Other income |
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Total other income (expense) |
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( |
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Loss before income taxes |
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( |
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( |
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( |
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( |
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Net loss |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
( |
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Loss per common share attributable to the Company’s shareholders |
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Basic and diluted loss per common share |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted-average common shares outstanding – basic and diluted |
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See accompanying notes to the condensed financial statements.
3
SAB Biotherapeutics, Inc. and Subsidiaries
Condensed Statements of Changes In Stockholders’ Equity
(Unaudited)
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Common stock |
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Treasury Stock |
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Shares |
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Amount |
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Additional |
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Shares |
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Amount |
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Accumulated |
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Total Stockholders’ |
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Balance at December 31, 2022 |
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$ |
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$ |
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( |
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$ |
( |
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$ |
( |
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$ |
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Issuance of common stock for exercise of stock |
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— |
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— |
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— |
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— |
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Professional fees settled with warrants |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at March 31, 2023 |
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$ |
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$ |
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( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
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Issuance of common stock for settlement of |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at June 30, 2023 |
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$ |
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$ |
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( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
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Issuance of common stock for exercise of stock |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at September 30, 2023 |
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$ |
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$ |
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( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
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See accompanying notes to the condensed financial statements.
4
SAB Biotherapeutics, Inc. and Subsidiaries
Condensed Statements of Changes In Stockholders’ Equity
(Unaudited)
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Common stock |
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Treasury Stock |
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Shares |
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Amount |
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Additional |
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Shares |
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Amount |
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Accumulated |
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Total Stockholders’ |
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Balance at December 31, 2021 |
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$ |
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$ |
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— |
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$ |
— |
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$ |
( |
) |
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$ |
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Issuance of common stock for exercise of stock |
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— |
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— |
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— |
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Forward Share Purchase Agreement, final |
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— |
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— |
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— |
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— |
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— |
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Repurchase of common stock pursuant to the |
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— |
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— |
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( |
) |
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( |
) |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Balance at March 31, 2022 |
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$ |
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$ |
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( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
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Issuance of common stock for exercise of stock |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance at June 30, 2022 |
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$ |
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$ |
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( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance at September 30, 2022 |
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$ |
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$ |
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( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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See accompanying notes to the condensed financial statements.
5
SAB Biotherapeutics, Inc. and Subsidiaries
Condensed Statements of Cash Flows
(Unaudited)
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Nine Months Ended September 30, |
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2023 |
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2022 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Amortization of right-of-use assets |
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Stock-based compensation expense |
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Gain on sale of equipment |
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( |
) |
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( |
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Changes in fair value of warrant liabilities |
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( |
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Professional fees settled with equity instruments |
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— |
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Changes in operating assets and liabilities |
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Accounts receivable |
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( |
) |
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Prepaid expenses |
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Operating lease right-of-use assets |
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( |
) |
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Accounts payable |
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( |
) |
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Due to related party |
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— |
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( |
) |
Deferred grant income |
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( |
) |
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Accrued expense and other current liabilities |
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( |
) |
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( |
) |
Net cash used in operating activities |
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( |
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( |
) |
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Cash flows from investing activities: |
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Proceeds from the sale of equipment |
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Purchases of equipment |
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( |
) |
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( |
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Net cash used in investing activities |
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( |
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( |
) |
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Cash flows from financing activities: |
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Payments of notes payable |
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( |
) |
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( |
) |
Payments related to the Forward Share Purchase Agreement |
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— |
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( |
) |
Principal payments on finance leases |
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( |
) |
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( |
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Proceeds from exercise of stock options |
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Net cash used in financing activities |
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( |
) |
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( | |