8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

SAB BIOTHERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 27, 2024, SAB Biotherapeutics, Inc., doing business as SAB BIO (the “Company” or “SAB”), held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of common stock entitled to vote at the Annual Meeting was 9,229,208, and there were 6,806,137 shares present in person or by proxy at the Annual Meeting, which represented approximately 73.40% of the outstanding shares entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business.

At the Annual Meeting, the shareholders voted to:

• Elect Samuel J. Reich, Christine Hamilton and Eddie J. Sullivan as Class III directors to serve for a term of three years or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.
• Approve an amendment (the “Plan Amendment”) to the 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 3,900,000 shares to an aggregate of 5,500,000 shares, and (ii) increase the annual evergreen percentage increase as well as the maximum number of additional shares available for issuance pursuant to the annual evergreen increase.
• Ratify the appointment of EisnerAmper LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.

The voting results on these proposals were as follows:

Proposal 1: Election of three Class III directors

Proposal 2: Approval of Plan Amendment

Proposal 3: Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024

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.