sabs20230630

sabs20230630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐	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

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of July 31, 2023, the registrant had 52,319,156 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

Table of Contents

		Page

PART I.	FINANCIAL INFORMATION	2

Item 1.	Consolidated Financial Statements (Unaudited)	2
	Consolidated Balance Sheets	2
	Consolidated Statements of Operations	3
	Consolidated Statements of Changes In Stockholders’ Equity	4
	Consolidated Statements of Cash Flows	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II.	OTHER INFORMATION	35

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
Signatures		37

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited).

SAB Biotherapeutics, Inc. and Subsidiaries

Consolidated Balance Sheets

	*June 30, 2023*			*December 31, 2022*
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	7,774,459		$	15,046,894
Accounts receivable, net		364,117			5,556,577
Prepaid expenses		867,604			1,493,982
Total current assets		9,006,180			22,097,453
Long-term prepaid insurance		434,000			467,694
Operating lease right-of-use assets		730,583			1,192,054
Financing lease right-of-use assets		3,744,185			3,896,873
Property, plant and equipment, net		21,527,612			23,250,853
Total assets	$	35,442,560		$	50,904,927
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	1,403,847		$	3,679,116
Notes payable		111,894			772,665
Operating lease liabilities, current portion		545,964			490,794
Finance lease liabilities, current portion		127,022			132,788
Deferred grant income		2,894,781			—
Accrued expenses and other current liabilities		5,927,527			9,917,981
Total current liabilities		11,011,035			14,993,344
Operating lease liabilities, noncurrent		91,816			361,225
Finance lease liabilities, noncurrent		3,485,754			3,629,642
Warrant liabilities		595,860			320,930
Convertible Debt		541,644			541,644
Total liabilities		15,726,109			19,846,785
Commitments and contingencies (Note 16)
Stockholders’ equity
Preferred stock; $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2023 and December 31, 2022		—			—
Common stock; $0.0001 par value; 490,000,000 shares authorized at June 30, 2023 and December 31, 2022; 52,861,314 and 50,940,920 shares issued, respectively, and 52,314,656 and 50,394,262 outstanding at June 30, 2023 and December 31, 2022, respectively		5,286			5,094
Treasury stock, at cost; 546,658 shares held at June 30, 2023 and December 31, 2022		(5,521,246	)		(5,521,246	)
Additional paid-in capital		87,336,872			84,444,049
Accumulated deficit		(62,104,461	)		(47,869,755	)
Total stockholders’ equity		19,716,451			31,058,142
Total liabilities and stockholders’ equity	$	35,442,560		$	50,904,927

See accompanying notes to the consolidated financial statements

Table of Contents

SAB Biotherapeutics, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2023*		*2022*		*2023*		*2022*
Revenue
Grant revenue	$	85,518	$	6,350,525	$	666,619	$	18,153,601
Total revenue		85,518		6,350,525		666,619

SEC Form 10-Q filed by SAB Biotherapeutics Inc.