SAB Biotherapeutics, Inc.
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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FY2025 · Filed Mar 9, 2026
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Item 15. Exhibits, Financial Statement Schedules
(1)
For a list of the financial statements included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report, incorporated into this Item by reference.
(2)
Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto.
(3)
Exhibits:
| Exhibit Number | Description | Schedule/Form | File No. | Exhibit | Filing Date |
|---|---|---|---|---|---|
| 1.1*** | Sales Agreement, dated December 29, 2025, by and between SAB Biotherapeutics, Inc. and UBS Securities LLC | S-3 | 333-292482 | 1.1 | December 29, 2025 |
| 2.1+ | Agreement and Plan of Merger, dated as of June 21, 2021, by and among Big Cypress Acquisition Corp., Big Cypress Merger Sub Inc, SAB Biotherapeutics, Inc., and Shareholder Representative Services LLC as the Stockholders’ Representative | 8-K | 001-39871 | 2.1+ | October 28, 2021 |
| 2.2+ | First Amendment to Agreement and Plan of Merger, dated August 12, 2021, by and among Big Cypress Acquisition Corp. and SAB Biotherapeutics, Inc. | 8-K | 001-39871 | 2.2 | October 28, 2021 |
| 3.1 | Amended and Restated Certificate of Incorporation. | 8-K | 001-39871 | 3.1 | October 28, 2021 |
| 3.2 | Amended and Restated Bylaws. | 8-K | 001-39871 | 3.2 | October 28, 2021 |
| 3.3 | Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Voting Preferred Stock | 8-K | 001-39871 | 3.1 | October 2, 2023 |
| 3.4 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation | 8-K | 001-39871 | 3.1 | November 22, 2023 |
| 3.5 | Certificate of Amendment to the Certificate of Incorporation, as amended and restated, dated January 2, 2024 | 8-K | 001-39871 | 3.1 | January 3, 2024 |
| 3.6 | Certificate of Designations of Preferences, Rights and Limitations of the Series B Convertible Non-Voting Preferred Stock | 8-K | 001-39871 | 3.1 | July 21, 2025 |
| 4.1 | Specimen common stock Certificate of Registrant. | S-1/A | 333-258869 | 4.2 | January 4, 2021 |
| 4.2 | Specimen Warrant Certificate of Registrant (incorporated by reference to Exhibit 4.3 of Form S-1/A.) | S-1/A | 333-258869 | 4.3 | January 4, 2021 |
| 4.3 | Form of Warrant Agreement between Registrant and Continental Stock Transfer & Trust Company. | S-1/A | 333-258869 | 4.4 | January 4, 2021 |
| 4.4 | Form Warrant | 10-Q | 001-39871 | 4.1 | May 15, 2023 |
| 4.5 | Description of Registrant’s Securities | 10-K | 001-39871 | 4.5 | March 29, 2024 |
| 4.6 | Form of Preferred Tranche A Warrant | 8-K | 001-39871 | 4.1 | October 2, 2023 |
| 4.7 | Form of Preferred Tranche B Warrant | 8-K | 001-39871 | 4.2 | October 2, 2023 |
| 4.8 | Form of Preferred Tranche C Warrant | 8-K | 001-39871 | 4.3 | October 2, 2023 |
| 4.9 | Form of Preferred Warrant | 8-K | 001-39871 | 4.1 | July 21, 2025 |
| 4.10 | Form of Preferred Warrant | 8-K | 001-39871 | 4.2 | July 21, 2025 |
| 10.1 | Amended and Restated Registration Rights Agreement. | 8-K | 001-39871 | 10.1 | October 28, 2021 |
| 10.2¥ | Employment Agreement, dated March 1, 2021, by and between SAB Biotherapeutics, Inc. and Eddie J. Sullivan. | 8-K | 001-39871 | 10.2¥ | October 28, 2021 |
| 10.3¥ | Executive Employment Agreement, dated November 17, 2021, by and between SAB Biotherapeutics, Inc. and Samuel J. Reich | 8-K | 001-39871 | 10.1 | November 19, 2021 |
| 10.4 | Form of Indemnification Agreement. | 10-K | 001-39871 | 10.4 | March 31, 2025 |
| 10.5¥ | SAB Biotherapeutics, Inc. 2021 Omnibus Equity Incentive Plan. | 8-K | 001-39871 | 10.7 | October 28, 2021 |
| 10.6¥ | 2021 Omnibus Equity Incentive Plan, as amended | 8-K | 001-39871 | 10.5 | September 26, 2025 |
| 10.7 | Form of Securities Subscription Agreement, dated November 12, 2020, between BCYP and Big Cypress Holdings LLC. | S-4 | 333-258869 | 10.3 | September 22, 2021 |
| 10.8 | Securities Purchase Agreement, dated December 7, 2020, between BCYP and Ladenburg Thalmann & Co. Inc. and certain of its employees. | S-4 | 333-258869 | 10.4 | September 22, 2021 |
| 10.9 | Placement Unit Subscription Agreement dated January 11, 2021 between the Company and Big Cypress Holdings LLC. | S-4 | 333-258869 | 10.5 | September 22, 2021 |
| 10.10 | BCYP Stockholders Support Agreement. | S-4 | 333-258869 | 10.7 | September 22, 2021 |
| 10.11 | SAB Stockholders Support Agreement. | S-4 | 333-258869 | 10.8 | September 22, 2021 |
| 10.12¥ | Executive Employment Agreement, dated May 20, 2022, by and between SAB Biotherapeutics, Inc. and Alexandra Kropotova | 10-K | 001-39871 | 10.5 | April 14, 2023 |
| 10.13 | Third Amendment to Amended and Restated Lease Agreement | 10-K | 001-39871 | 10.14 | April 14, 2023 |
| 10.14 | Fourth Amendment to Amended and Restated Lease Agreement | 8-K | 001-39871 | 10.1 | October 13, 2022 |
| 10.15+ | Manufacturing Option Agreement, dated October 26, 2022 | 8-K | 001-39871 | 10.1 | November 1, 2022 |
| 10.16+ | Right of First Refusal Agreement, dated October 26, 2022 | 8-K | 001-39871 | 10.2 | November 1, 2022 |
| 10.17 | Securities Purchase Agreement dated December 6, 2022, by and between the Company and the purchasers thereto | 8-K | 001-39871 | 10.1 | December 12, 2022 |
| 10.18 | Form of Securities Purchase Agreement, dated September 29, 2023 by and among SAB Biotherapeutics, Inc. and the purchasers named therein | 8-K | 001-39871 | 10.1 | October 2, 2023 |
| 10.19¥ | Legacy SAB Biotherapeutics, Inc. 2014 Equity Incentive Plan | S-8 | 333-277314 | 99.2 | February 23, 2024 |
| 10.20¥ | Executive Employment Agreement between SAB Biotherapeutics, Inc. and Eddie J. Sullivan, dated March 5, 2024 | 8-K | 001-39871 | 10.1 | March 8, 2024 |
| 10.21¥ | Executive Employment Agreement between SAB Biotherapeutics, Inc. and Christoph Bausch, dated March 5, 2024 | 8-K | 001-39871 | 10.2 | March 8, 2024 |
| 10.22¥ | Employment Agreement between SAB Biotherapeutics, Inc. and Mark Conley dated November 6, 2023 | 8-K | 001-39871 | 10.1 | May 31, 2024 |
| 10.23¥ | Employment Agreement between SAB Biotherapeutics, Inc. and Lucy To dated July 26, 2024 | 8-K | 001-39871 | 10.1 | July 31, 2024 |
| 10.24*** | Lease Agreement between SAB Biotherapeutics, Inc. and Sanford Health, dated February 1, 2025 | 8-K | 001-39871 | 10.1 | February 5, 2025 |
| 10.25 | Form of Securities Purchase Agreement, dated July 21, 2025 by and among SAB Biotherapeutics, Inc. and the purchasers named therein | 8-K | 001-39871 | 10.1 | July 21, 2025 |
| 10.26 | Form of Registration Rights Agreement, dated July 21, 2025 by and among SAB Biotherapeutics, Inc. and the holders named therein | 8-K | 001-39871 | 10.2 | July 21, 2025 |
| 10.27 | Form of Support Agreement, dated July 21, 2025 by and among SAB Biotherapeutics, Inc. and the holders named therein | 8-K | 001-39871 | 10.3 | July 21, 2025 |
| 10.28 | Letter Agreement, dated July 21, 2025 by and between SAB Biotherapeutics, Inc. and RA Capital Healthcare Fund, L.P. | 8-K | 001-39871 | 10.4 | July 21, 2025 |
| 19.1 | Insider Trading Policy | 10-K | 001-39871 | 19.1 | March 31, 2025 |
| 21.1* | List of Subsidiaries | ||||
| 23.1* | Consent of EisnerAmper LLP | ||||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||
| 97.1 | SAB Biotherapeutics, Inc. Clawback Policy | 10-K | 001-39871 | 97.1 | March 29, 2024 |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
- Filed herewith.
** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report are not deemed filed with the SEC and are not to be incorporated by reference into any filing of SAB Biotherapeutics, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.
*** Confidential treatment has been granted or requested with respect to portions of this exhibit.
- Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
¥ Denotes management contract or any compensatory plan, contract or arrangement.
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