SAB Biotherapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
|||
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26, 2025, SAB Biotherapeutics, Inc. (the “Company” or “SAB”), held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2021 Omnibus Equity Incentive Plan, as amended (the “Plan”) to, among other things, (i) increase the maximum number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) available to Plan participants thereunder by 24,180,000 shares to an aggregate of 31,932,466 shares, and (ii) increase the maximum number of additional shares available for issuance pursuant to the annual evergreen increase from 10,000,000 shares to 73,750,000 shares (the “Plan Amendment Proposal”).
Item 5.07 Submission of Matters to a Vote of Security Holders.
The total number of shares of Common Stock entitled to vote at the Special Meeting was 11,099,061 shares (on an as-converted to Common Stock basis), consisting of 10,411,061 shares of Common Stock outstanding as of the record date and 688 shares of Series A Preferred Stock, par value $0.0001 per share outstanding and entitled to vote as of the record date (“Series A Preferred Stock”).
There were 6,053,045 shares present in person or by proxy at the Special Meeting, which represented approximately 54.5% of the outstanding shares entitled to vote at the Special Meeting (including shares of Series A Preferred Stock on an as-converted basis) and which constituted a quorum for the transaction of business.
At the Special Meeting, the stockholders voted to:
The voting results on these proposals were as follows:
Proposal 1: Approval of Series B Nasdaq Conversion Proposal
Votes For |
|
Votes Against |
|
Abstentions |
|
5,502,026 |
|
515,275 |
|
35,744 |
|
The proposal was approved.
Proposal 2: Approval of Plan Amendment Proposal
Votes For |
|
Votes Against |
|
Abstentions |
|
5,089,862 |
|
951,598 |
|
11,585 |
|
The proposal was approved.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
Description |
10.1 |
Amended and Restated 2021 Omnibus Equity Incentive Plan, as amended |
104 |
Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
SAB Biotherapeutics, Inc. |
|
|
|
|
Date: |
September 26, 2025 |
By: |
/s/ Samuel J. Reich |
|
|
|
Samuel J. Reich |