SAB Biotherapeutics, Inc.

DEF 14A 1 sabs_def14a_series_b_xxb.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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(Rule 14a-101)

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August 29, 2025

To our stockholders:

You are cordially invited to attend the SAB Biotherapeutics, Inc. special meeting of stockholders (the “Special Meeting”). The Special Meeting will be held virtually on September 26, 2025 at 10:00 AM Eastern Time. At the Special Meeting, you will be asked to:

(1)

approve the potential issuance in excess of 19.99% of the Company’s outstanding Common Stock, par value $0.0001 per share (the “Common Stock”), upon the conversion of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), at less than the “minimum price” under Nasdaq Listing Rule 5635(d), and which may deemed a “change of control” under Nasdaq Listing Rule 5635, pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock governing the Series B Preferred Stock;

(2)

approve an 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 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; and

(3)

transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof.

Your vote is important. Regardless of whether you plan to attend the Special Meeting, it is important that your shares be represented and voted at the Special Meeting, and we hope you will vote as soon as possible. You may vote by proxy over the Internet, by telephone or by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone, or by mail will ensure your representation at the Special Meeting regardless of whether you attend the virtual Special Meeting.

Thank you for your ongoing support of, and continued interest in, SAB Biotherapeutics, Inc.

Sincerely,

/s/ Samuel J. Reich

Samuel J. Reich

Chief Executive Officer and Chairman of the Board

777 W 41 st Street

Suite 401

Miami Beach, Florida 33140

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 26, 2025

To the Stockholders of SAB Biotherapeutics, Inc.:

Notice is hereby given that the Special Meeting of Stockholders of SAB Biotherapeutics, Inc., a Delaware corporation (the “Company”), will be held virtually on September 26, 2025 at 10:00 AM Eastern Time (the “Special Meeting”). There will not be an option to attend the Special Meeting at a physical location.

At the Special Meeting, the stockholders of the Company will be asked to consider and take action on the following proposals:

(1) to approve the potential issuance in excess of 19.99% of the Company’s outstanding Common Stock, par value $0.0001 per share (the “Common Stock”), upon the conversion of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), at less than the “minimum price” under Nasdaq Listing Rule 5635(d), and which may deemed a “change of control” under Nasdaq Listing Rule 5635, pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock governing the Series B Preferred Stock;

(2) to approve an 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 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; and

(3) to transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof.

The matters listed in this Notice are described in detail in the accompanying Proxy Statement. The Board of Directors is not aware of any other business to come before the Special Meeting.

Our Board of Directors has fixed the close of business on August 25, 2025 as the record date (the “Record Date”) for determining those stockholders who are entitled to notice of and to vote at the Special Meeting or any adjournment of our Special Meeting. Stockholders on the Record Date will be able to attend the Special Meeting virtually and to vote and submit questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/SABS2025SM and entering the control number on the Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 26, 2025 AT 10:00 AM EASTERN TIME.

This Notice, the accompany Proxy Statement, and any other materials concerning the Special Meeting, together with any amendments to any of these materials, are available on the Internet at www.virtualshareholdermeeting.com/SABS2025SM.

Your vote is important. Whether or not you plan to attend the Special Meeting virtually, please vote over the telephone or via the internet as instructed in Notice of Internet Availability of Proxy Materials or by completing, signing and returning the proxy card mailed to as promptly as possible to ensure your representation at the Special Meeting. To ensure that your vote will be counted, please cast your vote before 11:59 p.m. (Eastern Time) on September 25, 2025. Even if you have voted by proxy, you may still vote online if you attend the Special Meeting. Stockholders who attend the Special Meeting should follow the instructions at www.virtualshareholdermeeting.com/SABS2025SM to vote online at the Special Meeting. Please note, however, that if your shares are held of record by a bank, broker or other nominee and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder.

By order of the Board of Directors,

/s/ Samuel J. Reich

Samuel J. Reich

Chief Executive Officer and Chairman of the Board

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777 W 41 st Street

Suite 401

Miami Beach, Florida 33140

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