8-K
SAB Biotherapeutics, Inc. (SABS)
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
| Date of Report (Date of earliest event reported): January 05, 2026 |
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SAB BIOTHERAPEUTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-39871 | 85-3899721 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 777 W 41st St<br><br>Suite 401 | ||
| Miami Beach, Florida | 33140 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 305 845-2813 | ||
| --- |
(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:
| Title of each class | Trading<br>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 | SABSW | The Nasdaq Stock Market LLC |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2026, the Board of Directors (the “Board”) of SAB Biotherapeutics, Inc., a Delaware corporation (the “Company”), following the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed, David Zaccardelli, Pharm.D, and Rita Jain, M.D. each to serve as a Class II director of the Company, effective January 5, 2026, and to serve until the Company’s 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified. Dr. Zaccardelli will act as Chairperson of the Board. Samuel J. Reich, the Company’s Chief Executive Officer and former Chairperson, will continue to serve as a member of the Board.
Each of Dr. Jain and Dr. Zaccardelli were appointed to the Board at the recommendation of RA Capital Healthcare Fund, L.P. (“RA Capital”) pursuant to the letter agreement entered into between the Company and RA Capital dated July 21, 2025 in connection with the Company’s July 2025 private placement of securities.
Other than RA Capital’s right to nominate up to two individuals to the Company’s Board of Directors, there is no arrangement or understanding between either of Dr. Zaccardelli or Dr. Jain and any other person pursuant to which Dr. Zaccardelli or Dr. Jain were selected as a director of the Company and there is no family relationship between either of Dr. Zaccardelli or Dr. Jain and any of the Company’s directors or executive officers. The Company is not aware of any transaction involving Dr. Zaccardelli or Dr. Jain which would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Each of Dr. Zaccardelli or Dr. Jain will receive compensation similar to the other non-employee members of the Board as described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 31, 2025 (the “Annual Report”), as such compensation may be amended from time to time. The Company entered into customary indemnity agreements with each of Dr. Zaccardelli or Dr. Jain, consistent with the form filed as Exhibit 10.4 of the Annual Report.
David Zaccardelli, Pharm.D., served as the President, Chief Executive Officer and member of the board of directors of Verona Pharma plc from February 2020 until its acquisition by Merck in October 2025. From 2018 until its acquisition by Swedish Orphan Biovitrum AB (“Sobi”) in November 2019, Dr. Zaccardelli served as President and CEO and on the board of directors of Dova Pharmaceuticals, a U.S. company developing therapeutics for rare diseases. Previously, he was Acting CEO and on the board of directors of Cempra, Inc., a pharmaceuticals company, from 2016 until the company’s merger with Melinta Therapeutics in 2017, and he served on the board of directors of Melinta Therapeutics from 2017 to April 2020. From 2004 until 2016, Dr. Zaccardelli served in several senior management roles at United Therapeutics Corporation, a biotechnology company, including as Chief Operating Officer, Chief Manufacturing Officer and Executive Vice President, Pharmaceutical Development and Operations. Prior to United Therapeutics, he founded and led a start-up company focused on contract research positions and held a variety of clinical research positions at Burroughs Wellcome & Co, a non-profit medical research organization, and pharmaceutical companies Glaxo Wellcome and Bausch & Lomb Pharmaceutical. Dr. Zaccardelli received a Pharm.D. from the University of Michigan. The Company believes that Dr. Zaccardelli’s extensive leadership experience in the pharmaceutical industry qualifies him to serve on the Board.
Rita Jain, M.D. has served as a member of the board of directors of Avalo Therapeutics since June 2025, as a member of the board of directors of AnaptysBio, Inc. since April 2023 and as a member of the board of directors of Celldex Therapeutics, Inc. since February 2023, and previously a board member of Provention Bio, Inc. until its acquisition by Sanofi in April 27, 2023. Dr. Jain was also previously a member of the supervisory board of AM-Pharma B.V. from 2020 until 2023. She previously served on the board of directors of ChemoCentryx, Inc. from 2019 until its acquisition by Amgen in 2022. From 2021 to 2022, Dr. Jain served as Executive Vice President, Chief Medical Officer of ChemoCentryx, Inc. and in 2021 served as Chief Medical Officer of Immunovant, Inc. Additionally, since August 2021, Dr. Jain has served as Chief Executive Officer of Heartwood Biopharma Group, a private consulting group, until September 2023 and currently serves as an independent consultant. From 2017 to 2019, Dr. Jain was Senior Vice President and Chief Medical Officer at Akebia Therapeutics, Inc. From 2013 to 2016, Dr. Jain was a Vice President in Clinical Development at AbbVie Inc., including Vice President of Men’s and Women’s Health and Metabolic Development. Dr. Jain also held various leadership roles at Abbott Laboratories from 2003 through 2012, including as Divisional Vice President of Pain, Respiratory and Metabolic Disease Development. Dr. Jain received her B.S. degree in biology from the Long Island University, and her M.D. from the State University of New York at Stony Brook School of Medicine. The Company’s believes that Dr. Jain’s extensive life sciences experience provides her with the qualifications and skills to serve on the Board.
Item 7.01 Regulation FD Disclosure.
On January 7, 2026, the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1, announcing the appointment of Dr. Zaccardelli and Dr. Jain. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description |
|---|---|
| 10.1 | Letter Agreement, dated July 21, 2025 by and between SAB Biotherapeutics, Inc. and RA Capital Healthcare Fund, L.P., incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed July 21, 2025 |
| 99.1 | Press Release, Dated January 7, 2026 |
| 104 | Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. |
* Confidential treatment has been granted or requested with respect to portions of this exhibit.
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.
| SAB Biotherapeutics, Inc. | |||
|---|---|---|---|
| Date: | January 7, 2026 | By: | /s/ Samuel J. Reich |
| Samuel J. Reich<br>Chief Executive Officer |
EX-99.1
Exhibit 99.1
SAB BIO Strengthens Board of Directors with Appointment of New Chair and New Director
David Zaccardelli, Pharm.D. joins Board as Chair
Rita Jain, M.D., joins Board as an Independent Director
MIAMI, Jan. 7, 2026 -- SAB Biotherapeutics, Inc. (Nasdaq: SABS), a clinical-stage biopharmaceutical company developing a fully human anti-thymocyte immunoglobulin (hATG) for type 1 diabetes (T1D) and other autoimmune diseases, today announced the appointment of David Zaccardelli, Pharm.D. to its Board of Directors as Chair of the Board and the appointment of Rita Jain, M.D., as an independent director, both effective immediately.
“We are excited to welcome Dr. David Zaccardelli and Dr. Rita Jain to our Board of Directors. I, along with the rest of our Board, am confident that David and Rita will make a significant impact on SAB BIO.” said Samuel J. Reich, CEO, SAB BIO.
Mr. Reich continued, “David is an esteemed biotech executive with a proven track record of growing companies and creating shareholder value, including leading the recent launch of Ohtuvayre, which ranks among one of the most successful biotech product launches in the last decade. His appointment as Chair of the Board underscores SAB’s growth trajectory, validates our strategic direction, and reinforces confidence in our near- and long-term potential. Rita is a recognized expert in autoimmune and inflammatory disease drug development with deep experience in advancing innovative drugs through clinical development. Collectively, David and Rita bring highly complementary expertise that will be invaluable as we continue to execute clinically and advance a potentially transformative, disease-modifying therapy for patients with autoimmune T1D.”
Dr. David Zaccardelli is an accomplished biopharmaceutical executive with more than 20 years of experience leading companies through transformational growth, including leading organizations from clinical stage to commercialization.
“I am pleased to join SAB BIO as Chair of the Board at this pivotal time for the Company. SAB-142 is a potential game changer for people living with T1D and an extraordinary opportunity to fundamentally change the treatment paradigm for T1D. I look forward to partnering with the Board and management to help guide the Company at this important juncture through clinical development and preparation for potential commercialization,” said Dr. Zaccardelli.
Dr. Rita Jain is a rheumatologist who brings more than two decades of leadership experience in biopharmaceutical development, clinical strategy, and regulatory affairs across multiple therapeutic areas, including immunology, inflammation, nephrology, and rare diseases.
“SAB BIO is at the forefront of developing a therapy that may dramatically transform the treatment of Type 1 Diabetes, and, in the future, the lives of people living with other autoimmune diseases. I am excited to join the Board of Directors and partner with the Company as they advance SAB-142 through a registrational clinical trial,” said Dr. Jain.
About David Zaccardelli, Pharm.D.
Dr. David Zaccardelli is an accomplished biopharmaceutical executive with more than 20 years of experience leading companies through transformational growth, including leading companies from clinical to commercial stage. He most recently served as President and Chief Executive Officer of Verona Pharma until its acquisition by Merck & Co., Inc. Under his leadership, the Company successfully completed two Phase 3 trials, received its first FDA approval, and launched Ohtuvayre® (ensifentrine). During his tenure, Dr. Zaccardelli was recognized as Executive of the Year at Scrip’s 2023 Awards. Prior to Verona Pharma, Dr. Zaccardelli served as President and CEO of Dova Pharmaceuticals, a U.S. company developing therapeutics for rare diseases, from December 2018 until its acquisition by Swedish Orphan Biovitrum in November 2019. Previously, he was Acting CEO of Cempra, from 2016 until the company’s merger with Melinta Therapeutics in 2017. From 2004 until 2016, Dr. Zaccardelli served in several senior management roles at United Therapeutics Corporation, including Chief Operating Officer, Chief Manufacturing Officer, and Executive Vice President, Pharmaceutical Development and Operations. Prior to United Therapeutics, he founded and led a start-up company focused on contract research and held a variety of clinical research positions at Burroughs Wellcome & Co, Glaxo Wellcome, and Bausch & Lomb Pharmaceutical. Dr. Zaccardelli received a Pharm.D. from the University of Michigan and completed a fellowship in clinical research and drug development at the University of North Carolina.
About Rita Jain, M.D.
Dr. Rita Jain is a rheumatologist who brings more than two decades of leadership experience in biopharmaceutical development, clinical strategy, and regulatory affairs across multiple therapeutic areas, including immunology, inflammation, nephrology, and rare diseases. She most recently served as Executive Vice President and Chief Medical Officer at ChemoCentryx, where she advanced development and supported commercialization of Tavneos® (avacopan), a first-in-class treatment for ANCA-associated vasculitis, and supported the company’s acquisition by Amgen in 2022. Prior to that, she was Senior Vice President and Chief Medical Officer at Akebia Therapeutics. Additionally, Dr. Jain held key leadership positions at AbbVie, Abbott Laboratories, Pfizer, and Immunovant, overseeing global development programs, regulatory interactions, and clinical operations for multiple therapeutic candidates. She also serves on the boards of Celldex Therapeutics, AnaptysBio, and Avalo Therapeutics. She previously served on the board of directors of Provention Bio, Inc., until its acquisition by Sanofi; ChemoCentryx, Inc., until its acquisition by Amgen; and AM Pharma. Dr. Jain received her M.D. from the State University of New York at Stony Brook School of Medicine and completed her residency in internal medicine at Staten Island University Hospital, followed by a fellowship in rheumatology at North Shore University Hospital and a Clinical Research Fellowship at the University of Texas Southwestern Medical Center, Dallas.
About SAB BIO
SAB BIO is a clinical-stage biopharmaceutical company focused on developing multi-specific, high-potency, human immunoglobulin G (hIgG) to treat and prevent immune and autoimmune disorders. The Company’s lead candidate, SAB-142, targets autoimmune T1D with a disease-modifying therapeutic approach that aims to change the T1D treatment paradigm by delaying onset and potentially preventing disease progression of Stage 3 T1D patients. Using advanced genetic engineering and antibody science, SAB BIO developed a proprietary technology which holds the potential to generate additional novel therapeutic candidates utilizing the human immune response, without the need for human donors or convalescent plasma. SAB BIO has optimized genetic engineering in the development of transchromosomic cattle, or Tc-Bovine™, to produce hIgG. SAB BIO’s drug development production system is able to generate a diverse repertoire of specifically targeted, high-potency, hIgGs that can
address a wide range of serious unmet needs in human diseases. For more information, visit www.sab.bio.
Forward-Looking Statements
Certain statements made in this current report that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “to be,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, including statements about the development and clinical trial results of the Company’s T1D program and other discovery programs.
These statements are based on the current expectations of SAB BIO and are not predictions of actual performance, and are not intended to serve as, and must not be relied on, by any investor as a guarantee, prediction, definitive statement, or an assurance, of fact or probability. These statements are only current predictions or expectations, and are subject to known and unknown risks, uncertainties and other factors which may be beyond our control. Actual events and circumstances are difficult or impossible to predict, and these risks and uncertainties may cause our or our industry’s results, performance, or achievements to be materially different from those anticipated by these forward-looking statements. A further description of risks and uncertainties can be found in the sections captioned “Risk Factors” in our most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, as may be amended or supplemented from time to time, and other filings with or submissions to, the U.S. Securities and Exchange Commission, which are available at https://www.sec.gov/. Except as otherwise required by law, SAB BIO disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events, or circumstances or otherwise.
CONTACTS
Investor Relations: Cristi Barnett
ir@sab.bio
Media:
Sheila Carlson
media@sab.bio