SEC Form SC 13G filed by SAB Biotherapeutics Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SAB Biotherapeutics, Inc., a Delaware corporation (the “Issuer”).

2100 East 54th Street North

Sioux Falls, South Dakota 57104

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.0001 par value per share (the “Shares”)

78397T103

As of the close of business on December 4, 2023, the Reporting Persons held an aggregate of 12,217 shares of Series A-2 Preferred Stock, $0.0001 par value per share (the “Series A-2 Preferred Stock”), which are convertible into an aggregate of 19,392,061 Shares, subject to the Maximum Percentage (as defined below).

As of the close of business on December 4, 2023, the Reporting Persons held an aggregate of 12,000 tranche B warrants (the “Tranche B Warrants”) to purchase shares of Series A-3 Preferred Stock, $0.0001 par value per share (the “Series A-3 Preferred Stock”, and together with the Series A-2 Preferred Stock, the “Series A Preferred Stock”), which are, in turn, convertible into an aggregate of 19,047,618 Shares, subject to the Maximum Percentage. The Tranche B Warrants are exercisable at any time beginning on November 23, 2023 at an exercise price of $1,000 per share of Series A-3 Preferred Stock and expire on the later of (i) 15 Trading Days (as defined in the Tranche B Warrant) following the later of (x) the date of the Issuer’s public announcement of data from its SAB-142-101 clinical trial “Phase I Randomized, Double-Blinded, Placebo-Controlled, Single Ascending Dose Adaptive Design Study Assessing the Safety, Tolerability, Pharmacokinetics and Pharmacodynamics of Intravenous SAB-142” and (y) the Issuer notifying the holder in writing that the public announcement referenced in clause (x) has occurred, and (ii) March 31, 2025.

As of the close of business on December 4, 2023, the Reporting Persons held an aggregate of 30,000 tranche C warrants (the “Tranche C Warrants”, and together with the Tranche B Warrants, the “Preferred Warrants”) to purchase shares of Series A-3 Preferred Stock, which are, in turn, convertible into an aggregate of 47,619,046 Shares, subject to the Maximum Percentage. The Tranche C Warrants are exercisable at any time beginning on November 23, 2023 at an exercise price of $1,000 per share of Series A-3 Preferred Stock and expire on the five year anniversary of November 23, 2023.

The shares of Series A Preferred Stock are convertible into Shares at the conversion price of $0.630 per Share (the “Series A Conversion Price”), rounded down to the nearest whole Share, by converting into the number of Shares equal to the quotient of (A) $1,000 per share divided by (B) the Series A Conversion Price. A holder of shares of Series A Preferred Stock shall not have the right to convert any portion of the shares of Series A Preferred Stock and such shares of Series A Preferred Stock shall not be automatically converted, to the extent that after giving effect to such conversion, such holder of shares of Series A Preferred Stock (together with such holder’s Affiliates (as defined in the Certificate of Designation of Preferences, Rights and Limitation of Series A Convertible Voting Preferred Stock (the “Series A COD”)), any other Persons (as defined in the Series A COD) acting as a group together, and any other Persons whose beneficial ownership of Shares would be aggregated with the holder’s and the other Attribution Parties (as defined in the Series A COD) for purposes of Section 13(d) of the Exchange Act) would beneficially own in excess of 9.99% of the Shares outstanding immediately after giving effect to such conversion (the “Maximum Percentage”). As of the close of business on December 4, 2023, none of the shares of Series A-2 Preferred Stock held by the Reporting Persons were convertible into Shares due to the Maximum Percentage. As of the close of business on December 4, 2023, assuming all of the Preferred Warrants held in the aggregate by the Reporting Persons were exercised for shares of Series A-3 Preferred Stock, as applicable, none of such shares of Series A-3 Preferred Stock would be convertible into Shares due to the Maximum Percentage.

As of the close of business on December 4, 2023 (i) BVF beneficially owned 4,896,104 Shares, excluding (a) 10,344,444 Shares underlying certain shares of Series A-2 Preferred Stock held by it, (b) 10,160,317 Shares underlying certain shares of Series A-3 Preferred Stock, which, in turn, are underlying certain Tranche B Warrants held by it, and (c) 25,401,587 Shares underlying certain shares of Series A-3 Preferred Stock, which, in turn, are underlying certain Tranche C Warrants held by it; (ii) BVF2 beneficially owned 3,723,324 Shares, excluding (a) 7,866,666 Shares underlying certain shares of Series A-2 Preferred Stock held by it, (b) 7,726,984 Shares underlying certain shares of Series A-3 Preferred Stock, which, in turn, are underlying certain Tranche B Warrants held by it, and (c) 19,319,047 Shares underlying certain shares of Series A-3 Preferred Stock, which, in turn, are underlying certain Tranche C Warrants held by it; and (iii) Trading Fund OS beneficially owned 434,948 Shares, excluding (a) 919,047 Shares underlying certain shares of Series A-2 Preferred Stock held by it, (b) 901,587 Shares underlying certain shares of Series A-3 Preferred Stock, which, in turn, are underlying certain Tranche B Warrants held by it, and (c) 2,255,555 Shares underlying certain shares of Series A-3 Preferred Stock, which, in turn, are underlying certain Tranche C Warrants held by it.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 4,896,104 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 3,723,324 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 434,948 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 8,619,428 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 9,178,282 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and held in a certain Partners managed account (the “Partners Managed Account”), including 123,906 Shares held by the Partners Managed Account and excluding (a) 261,904 Shares underlying certain shares of Series A-2 Preferred Stock held by the Partners Managed Account, (b) 258,730 Shares underlying certain shares of Series A-3 Preferred Stock, which, in turn, are underlying certain Tranche B Warrants held by the Partners Managed Account, and (c) 642,857 Shares underlying certain shares of Series A-3 Preferred Stock, which, in turn, are underlying certain Tranche C Warrants held by the Partners Managed Account.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 9,178,282 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 9,178,282 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based upon 91,875,684 Shares outstanding as of November 23, 2023, as disclosed by the Issuer to the Reporting Persons.

As of the close of business on December 4, 2023, (i) BVF beneficially owned approximately 5.3% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 4.1% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 5.3% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 4.1% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 9.4% of the outstanding Shares, and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.99% of the outstanding Shares (less than 1% of the outstanding Shares are held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GP, BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF. BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 4, 2023