SAB Biotherapeutics, Inc 10-Q for FY2026 Q1
SAB Biotherapeutics, Inc. (SABS)
About this 10-Q
SAB Biotherapeutics, Inc filed this 10-Q on May 12, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $18.87M
- compared with a net loss of $5.2M a year earlier
- Diluted EPS
- -$0.35
- compared with -$0.56 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________________ to ___________________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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The |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 6, 2026, the registrant had
Table of Contents
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PART I. |
2 |
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Item 1. |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
3 |
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Condensed Consolidated Statements of Changes In Stockholders’ Equity |
4 |
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6 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
7 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
30 |
Item 3. |
37 |
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Item 4. |
37 |
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PART II. |
38 |
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Item 1. |
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Item 1A. |
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Item 2. |
38 |
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Item 3. |
38 |
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Item 4. |
38 |
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Item 5. |
38 |
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Item 6. |
39 |
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40 |
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i
PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited).
SAB Biotherapeutics, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
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March 31, |
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December 31, |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Accrued interest receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Deferred issuance costs |
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Long-term prepaid assets |
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Long-term investments |
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Operating lease right-of-use assets |
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Financing lease right-of-use assets |
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Property, plant and equipment, net |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Operating lease liabilities, current portion |
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Finance lease liabilities, current portion |
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Total current liabilities |
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Operating lease liabilities, noncurrent |
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Finance lease liabilities, noncurrent |
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Warrant liabilities |
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Total liabilities |
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Stockholders’ equity |
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Series A Preferred stock; $ |
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Series B Preferred stock; $ |
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Common stock; $ |
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Treasury stock, at cost; |
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( |
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Additional paid-in capital |
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Accumulated other comprehensive income (loss) |
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( |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to the condensed consolidated financial statements
2
SAB Biotherapeutics, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
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For The Three Months Ended March 31, |
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2026 |
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2025 |
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Operating expenses |
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Research and development |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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Other income (expense) |
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Changes in fair value of warrant liabilities |
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( |
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Interest expense |
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( |
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( |
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Interest income |
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Other income |
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Total other income |
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Net loss |
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$ |
( |
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$ |
( |
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Other comprehensive income (loss): |
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Unrealized loss, change in fair value of available-for-sale securities, net of reclassification adjustment and tax |
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$ |
( |
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$ |
( |
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Foreign currency translation gain |
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Total comprehensive loss |
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$ |
( |
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$ |
( |
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Loss per common share attributable to the Company’s shareholders |
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Basic and diluted loss per common share |
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$ |
( |
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$ |
( |
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Weighted-average common shares outstanding – basic and diluted |
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See accompanying notes to the condensed consolidated financial statements
3
SAB Biotherapeutics, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes In Stockholders’ Equity
(Unaudited)
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Common stock |
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Series B Preferred Stock |
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Series A Preferred Stock |
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Treasury Stock |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Additional |
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Shares |
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Amount |
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Accumulated |
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Accumulated Other Comprehensive Income (Loss) |
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Total Stockholders’ |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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( |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock for exercise of stock options |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock pursuant to vesting of restricted stock units |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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Payment of taxes withheld on issuance of restricted stock units |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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( |
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Conversion of Series B Preferred Stock into common shares |
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( |
) |
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( |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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Conversion of Enrollment Warrants into Series B Preferred Stock |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock and prefunded warrants under the March 2026 Public Offering, net of issuance costs |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock under the March 2026 Public Offering Underwriters Option, net of issuance costs |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Foreign currency translation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Unrealized loss, change in fair value of available-for-sale securities, net of reclassification adjustment |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance at March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
4
SAB Biotherapeutics, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes In Stockholders’ Equity
(Unaudited)
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Common stock |
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Series B Preferred Stock |
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Series A Preferred Stock |
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Treasury Stock |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Additional |
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Shares |
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Amount |
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Accumulated |
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Accumulated Other Comprehensive Income (Loss) |
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Total Stockholders’ |
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Balance at December 31, 2024 |
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$ |
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— |
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$ |
— |
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$ |
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$ |
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( |
) |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock pursuant to vesting of restricted stock units |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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— |
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Payment of taxes withheld on issuance of restricted stock units |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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— |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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Foreign currency translation |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Unrealized loss, change in fair value of available-for-sale securities |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at March 31, 2025 |
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$ |
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— |
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$ |
— |
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$ |
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$ |
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( |
) |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
5
SAB Biotherapeutics, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
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Three Months Ended March 31, |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and amortization |
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Amortization of finance right-of-use assets |
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Stock-based compensation expense |
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Gain on the sale of equipment |
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( |
) |
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— |
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Net realized and unrealized (gain) loss on equity securities |
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( |
) |
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Net realized gain on debt securities |
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( |
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— |
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Changes in fair value of warrant liabilities |
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( |
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Accretion of discounts on investments |
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( |
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Gain in early termination of lease liability |
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( |
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— |
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Changes in operating assets and liabilities |
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Accrued interest receivable |
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( |
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Prepaid expenses and other current assets |
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( |
) |
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( |
) |
Operating lease right-of-use assets and liabilities, net |
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( |
) |
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Accounts payable |
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Accrued expense and other current liabilities |
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( |
) |
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Net cash used in operating activities |
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( |
) |
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( |
) |
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Cash flows from investing activities: |
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Proceeds from the sale of equipment |
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|
|
|
||
Purchases of equipment |
|
|
( |
) |
|
|
— |
|
Purchases of investments |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales and maturities of investments |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from the March 2026 Public Offering, net of issuance costs |
|
|
|
|
|
— |
|
|
Proceeds from the March 2026 Public Offering Underwriters Option, net of issuance costs |
|
|
|
|
|
— |
|
|
Proceeds from exercised warrants |
|
|
|
|
|
— |
|
|
Principal payments on financed director and officer insurance |
|
|
— |
|
|
|
( |
) |
Principal payments on finance leases |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
|
|
|
— |
|
|
Tax payments for share settlement of restricted stock units |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents |
|
|
|
|
|
|
||
Beginning of period |
|
|
|
|
|
|
||
End of period |
|
$ |
|
|
$ |
|
||
Supplemental cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental information on non-cash investing and finance activities: |
|
|
|
|
|
|
||
Right-of-use asset written off due to early termination of lease |
|
$ |
|
|
$ |
— |
|
|
Operating lease liability written off due to early termination of lease |
|
|
|
|
|
— |
|
|
Right-of-use assets obtained in exchange for operating lease liabilities |
|
|
|
|
|
|
||
March 2026 Public Offering Issuance Costs included in accrued expenses |
|
|
|
|
|
— |
|
|
Purchases of equipment included in accounts payable |
|
|
|
|
|
— |
|
|
See accompanying notes to the condensed consolidated financial statements.
6
SAb Biotherapeutics, Inc. and subsidiaries
Notes to condensed consolidated FINANCIAL statements (Unaudited)
(1) Nature of Business
SAB Biotherapeutics, Inc., a Delaware corporation (“SAB” or “SAB Biotherapeutics”, and together with its subsidiaries, the “Company”), is a clinical-stage biopharmaceutical company focused on the development of human polyclonal immunotherapeutic antibodies, or human immunoglobulins (“hIgG”), to address immune system disorders and infectious diseases. The Company’s antibodies are both target-specific and polyclonal, meaning they are comprised of multiple hIgGs and can bind to multiple sites on specific immunogens, making them ideally suited to address the complexities associated with many immune-mediated disorders. The Company’s lead candidate, SAB-142 is a human anti-thymocyte globulin (“ATG”) focused on preventing or delaying the progression of type 1 diabetes (“T1D”).
Australian Research and Development Tax Credit
In June 2023, the Company formed a new subsidiary in Australia, SAB BIO PTY LTD, a proprietary limited company (“SAB Australia”), primarily to conduct preclinical and clinical activities for product candidates. SAB Australia’s research and development activities qualify for the Australian government’s tax credit program, which provides a
Liquidity
As of March 31, 2026, the Company had an accumulated deficit of $
Based on the Company’s current level of operating expenses, existing resources will be sufficient to cover operating cash needs through at least the twelve months following the date of this report. In the future, the Company may seek additional funding through a combination of equity or debt financings, or other third-party financing, collaborative or other funding arrangements.
(2) Summary of Significant Accounting Policies
A summary of the significant accounting policies applied in preparation of the accompanying condensed consolidated financial statements is set forth below.
Basis of presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles accepted in the United States of America (“GAAP”) for interim financial statements and the rules of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The accompanying unaudited condensed consolidated financial statements have been prepared by management without audit and should be read in conjunction with our audited consolidated financial statements, including the notes thereto, appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position, consolidated results of operations and other comprehensive loss and consolidated cash flows, for the periods indicated, have been made. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of operating results that may be achieved over the course of the full year.
Emerging growth company status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
7
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Principles of consolidation
The accompanying condensed consolidated financial statements include the results of the Company and its wholly owned subsidiaries, SAB Sciences, Inc., Diversity Therapeutics, Inc., SAB LLC, SAB Capra, LLC, Aurochs, LLC, and SAB Australia. Intercompany balances and transactions have been eliminated in consolidation.
Significant risks and uncertainties
The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to, the results of research and development efforts, clinical trial activities of the Company’s product candidates, the Company’s ability to obtain regulatory approval to market its product candidates, competition from products manufactured and sold or being developed by other companies, and the Company’s ability to raise capital.
The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and obtaining and protecting intellectual property.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements. The Company has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Private Placement Warrant liabilities, determination of the incremental borrowing rate (“IBR”) used in the calculation of the Company’s right of use assets and lease liabilities, estimation of clinical and other accruals and the valuation allowance on deferred tax assets. Actual amounts realized may differ from these estimates.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques that would be used to measure fair value into one of three levels:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accrued interest receivable, accounts payable, notes payable, accrued expenses and other current liabilities.
The Company accounts for warrants to purchase its common stock par value of $
8
(expense). The warrants classified as equity are reported at their estimated relative fair value with no subsequent remeasurement. The Company’s outstanding warrants are discussed in more detail in Note 10, Warrants.
Deferred Issuance Costs
The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred issuance costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in shareholders’ equity as a reduction of additional paid-in capital generated as a result of the issuance.
The Company did
Cash, cash equivalents, and restricted cash
Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. Cash equivalents consist primarily of exchange-traded money market funds and U.S. treasury securities.
The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured.
Short-term and long-term investments
The Company accounts for investments in accordance with ASC Topic 320, Investments - Debt and Equity Securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determinations at each reporting period.
At March 31, 2026, the Company’s short-term and long-term investments consisted of U.S. treasury securities with original maturity exceeding 90 days, and investments in exchange traded mutual funds. The Company classifies these securities as current and non-current. The Company considers all of its securities for which there is a determinable fair market value, and there are no restrictions on the Company’s ability to sell within the next twelve months, as available-for-sale securities.
The Company recognizes the change in fair value of available-for-sale equity securities within other income in the condensed consolidated statements of operations and comprehensive loss, and available-for-sale debt securities are measured at fair value with unrealized gains and losses reported in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets.
The Company reviews its investments at each reporting date to identify and evaluate whether a decline in fair value below the amortized cost basis of available-for-sale debt securities is due to credit-related factors and determines if such unrealized losses are the result of credit losses that require impairment. The Company records an allowance for credit losses on available-for-sale debt securities when a decline in fair value is determined to be credit-related, rather than recording a direct write-down of the investment's amortized cost. Factors considered in determining whether an unrealized loss is the result of credit-related factors include the extent to which the fair value is less than the cost basis, any changes to the rating of the security by a rating agency, the financial condition and near-term prospects of the issuer, any historical failure of the issuer to make scheduled interest or principal payments, any adverse legal or regulatory events affecting the issuer or issuer’s industry, any significant deterioration in economic condition and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.
The Company did
Concentration of credit risk
The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Although the Company currently believes that the financial institutions with whom it does business will be able to fulfill their commitments to the Company, there is no assurance that those institutions will be able to continue to do so. The Company has not experienced any credit losses associated with its balances in such accounts for the three months ended March 31, 2026 and 2025.
Lease liabilities and right-of-use assets
The Company is party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the definition of leases under Financial Accounting Standards Board (“FASB”) ASC Topic 842, Leases (“ASC 842”). In accordance with ASC 842, the Company recorded right-of-use assets and related lease liabilities for the present value of the lease payments over the lease terms. The Company’s IBR was used in the calculation of its right-of-use assets and lease liabilities.
9
The Company elected not to apply the recognition requirements of ASC 842 to short-term leases, which are deemed to be leases with a lease term of twelve months or less. Instead, the Company recognizes lease payments in the condensed consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. The Company elected this policy for all classes of underlying assets.
Research and development expenses
Expenses incurred in connection with research and development activities are expensed as incurred. These include licensing fees to use certain technology in the Company’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company, and expenses related to animal care, research-use equipment depreciation, salaries, benefits, and stock-based compensation granted to employees in research and development functions.
During the three months ended March 31, 2026 and 2025, the Company had contracts with multiple contract research organizations (“CRO”) to complete studies as part of research grant agreements. These costs include upfront, milestone and monthly expenses as well as reimbursement for pass through costs. All research and development costs are expensed as incurred except when the Company is accounting for nonrefundable advance payments for goods or services to be used in future research and development activities. In these cases, these payments are capitalized at the time of payment and expensed in the period the research and development activity is performed. As actual costs become known, the Company will adjust the accrual; such changes in estimate may result in material changes in the Company’s clinical study accrual, which could also materially affect reported results of operations. For the three months ended March 31, 2026 and 2025, there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials.
Property, Plant and Equipment
The Company records property, plant, and equipment at cost less depreciation and amortization. Depreciation is calculated using straight-line methods over the following estimated useful lives:
|
|
|
|
Animal facility equipment |
|
|
|
Laboratory equipment |
|
|
|
Leasehold improvements |
|
|
|
Office furniture and equipment |
|
|
|
Vehicles |
|
|
Repairs and maintenance expenses are expensed as incurred.
Impairment of long-lived assets
The Company reviews the recoverability of long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If necessary, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that long-lived assets are recoverable, and
Stock-based compensation
FASB ASC Topic 718, Compensation– Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. The Company recognizes compensation cost relating to stock-based payment transactions using a fair-value measurement method, which requires all stock-based payments to employees, directors, and non-employee consultants, including grants of stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. The Company determines the fair value of common stock based on the closing market price at closing on the date of the grant.
In determining the fair value of stock-based awards, the Company utilizes the Black-Scholes option-pricing model, which uses both historical and current market data to estimate fair value. The Black-Scholes option-pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield, and expected life of the options. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. No awards may have a term in excess of
10
Income taxes
Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Company’s assets and liabilities measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income. When necessary, deferred tax assets are reduced by a valuation allowance, to reflect realizable value, and all deferred tax balances are reported as long-term on the condensed consolidated balance sheets. Accruals are maintained for uncertain tax positions, as necessary.
The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties related to income taxes, to the extent they arise, as a component of income taxes.
Foreign Currency Translations and Transactions
Assets and liabilities of the Company's foreign subsidiary are translated at the period-end exchange rate. Operating results of the Company's foreign subsidiary are translated at average exchange rates during the period. Translation adjustments have no effect on net income (loss) and are included in “Accumulated other comprehensive income (loss)” in the accompanying Condensed Consolidated Balance Sheets.
Comprehensive loss
Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The components of comprehensive loss for the three months ended March 31, 2026 and 2025 consist of foreign currency translation adjustments from its subsidiaries not using the U.S. dollar as their functional currency, and unrealized gains and losses on available-for-sale debt securities. During the three months ended March 31, 2026, $
Litigation
From time to time, the Company is involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with U.S. GAAP, the Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs in connection with loss contingencies are expensed as incurred.
Earnings per share
In accordance with ASC 260, Earnings per Share (“ASC 260”), basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding for the period including potential dilutive common shares such as stock options and convertible preferred stock. See Note 4, Earnings per share, for further details.
Segment reporting
In accordance with ASC 280, Segment Reporting, the Company’s business activities are organized into
Australian Research and Development Tax Credit
The Company recognizes other income from Australian research and development incentives when there is reasonable assurance that the income will be received, the relevant expenditure has been incurred, and the consideration can be reliably measured. The research and development incentive is one of the key elements of the Australian Government’s support for Australia’s innovation system and is supported by legislative law primarily in the form of the Australian Income Tax Assessment Act 1997, as long as eligibility criteria are met. Under the program, a percentage of eligible research and development expenses incurred by the Company through its subsidiary in Australia are reimbursed. The Company recognized $
Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive regime described above. At each period end,
11
management estimates the refundable tax offset available to the Company based on available information at the time and it is included in other income in the condensed consolidated statements of operations and comprehensive loss.
(3) New accounting standards
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Topic 220)”. ASU 2024-03 requires additional disclosure in the notes to financial statements of specified information about certain expenses such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation and other expenses which are presented in the face of the income statement within continuing operations. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its condensed consolidated financial statements and disclosures.
(4) Earnings per share
Since the Company reported a net loss for the three months ended March 31, 2026 and 2025, it was required by ASC 260 to use basic weighted-average shares outstanding when calculating diluted net loss per share for the three months ended March 31, 2026 and 2025, as the potential dilutive securities are anti-dilutive.
The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the three months ended March 31, 2026 and 2025:
|
|
For The Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Calculation of basic loss per share attributable to the Company’s shareholders |
|
|
|
|
|
|
||
Net loss attributable to common stockholders |
|
|
( |
) |
|
|
( |
) |
Weighted-average common shares outstanding - basic and diluted |
|
|
|
|
|
|
||
Earnings per share - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Included within weighted average common shares outstanding for the three months ended March 31, 2026, are
The Company’s other potentially dilutive securities, which include stock options, restricted stock awards, common stock warrants, earnout shares, and contingently issuable earnout shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.
12
|
|
For The Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Stock options and awards |
|
|
|
|
|
|
||
Common Stock Warrants (1) |
|
|
|
|
|
|
||
Series A Preferred Stock (2) |
|
|
|
|
|
|
||
Preferred Stock Warrants (3) |
|
|
|
|
|
|
||
Enrollment Warrants (4) |
|
|
|
|
|
— |
|
|
Release Date Warrants (4) |
|
|
|
|
|
— |
|
|
Contingently issuable Earnout Shares from unexercised Rollover |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
(5) Property, plant and equipment
As of March 31, 2026 and December 31, 2025, the Company’s property, plant and equipment was as follows:
|
|
March 31, |
|
|
December 31, 2025 |
|
||
Laboratory equipment |
|
$ |
|
|
$ |
|
||
Animal facility leasehold improvements |
|
|
|
|
|
|
||
Animal facility equipment |
|
|
|
|
|
|
||
Construction-in-progress |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Vehicles |
|
|
|
|
|
|
||
Office furniture and equipment |
|
|
|
|
|
|
||
Total Property, plant and equipment, gross |
|
|
|
|
|
|
||
Less: accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation and amortization expense was $
(6) Leases
The Company has an operating lease for lab space from Sanford Health, under a lease that started in June 2014 and initially ended in June 2019, at which time the lease was extended through August 2024. This lease was renewed in January 2025 for a
13
increase of
The Company entered into a lease for office, laboratory, and warehouse space in November 2020, as amended in July 2022, and renewed in November 2023. This renewed lease has a
In April 2024, the Company entered into a lease for
The Company has the following finance leases:
The lease agreements do not require material variable lease payments, residual value guarantees or restrictive covenants.
The amortizable lives of the operating lease assets are limited by their expected lease terms. The amortizable lives of the finance lease assets are limited by their expected lives, as the Company intends to exercise the purchase options at the end of the leases.
Animal Facility |
|
|
|
Equipment |
|
|
|
Land |
|
Indefinite |
|
The Company’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of March 31, 2026 and December 31, 2025 are:
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||
2026 - remaining |
|
Operating |
|
|
Finance |
|
|
Operating |
|
|
Finance |
|
||||
Weighted-average remaining lease term (years) |
|
|
|
|
|
|
|
|
||||||||
Weighted-average discount rate (percentage) |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheets as of March 31, 2026:
|
|
Operating |
|
|
Finance |
|
||
2026 - remaining |
|
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
||
Thereafter |
|
|
— |
|
|
|
|
|
Undiscounted future minimum lease payments |
|
|
|
|
|
|
||
Less: Amount representing interest payments |
|
|
( |
) |
|
|
( |
) |
Total lease liabilities |
|
|
|
|
|
|
||
Less current portion |
|
|
( |
) |
|
|
( |
) |
Noncurrent lease liabilities |
|
$ |
|
|
$ |
|
||
14
Operating lease expense was approximately $
Finance lease costs for the three months ended March 31, 2026 included approximately $
Finance lease costs for the three months ended March 31, 2025 included approximately $
Cash payments under operating leases were approximately $
Cash payments under operating leases were approximately $
(7) Accrued Expenses and Other Current Liabilities
As of March 31, 2026 and December 31, 2025, accrued expenses and other current liabilities consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
Payroll and employee-related costs |
|
$ |
|
|
$ |
|
||
Accrued research and development expenses |
|
|
|
|
|
|
||
Accrued financing fees payable |
|
|
|
|
|
— |
|
|
Accrued business consulting |
|
|
|
|
|
|
||
Accrued legal fees |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Other accrued expenses |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
(8) Stockholders’ Equity
Authorized and Outstanding Capital Stock
The total number of shares of the Company’s authorized capital stock is
Series A Preferred Stock and Warrants
On September 29, 2023, the Company entered into a securities purchase agreement (the “September 2023 Purchase Agreement”) with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement (the “September 2023 Offering”), (i)
During the fourth quarter of 2023, holders exercised Preferred Tranche A Warrants to purchase an aggregate of
The Company issued an aggregate of
15
Following receipt of required stockholder approval,
Holders of Series A Preferred Stock are entitled to receive dividends on an as-converted-to-common-stock basis and to vote together with holders of common stock, subject to a beneficial ownership blocker of either
For additional information regarding the Company’s outstanding warrants, refer to Note 10, Warrants.
Series B Convertible Preferred Stock and Warrants
On July 21, 2025, the Company entered into the July 2025 Purchase Agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement, (i)
The aggregate gross proceeds to the Company from the issuance and sale of the Series B Shares, Release Date Warrants, and Enrollment Date Warrants was $
The Release Date Warrants and Enrollment Date Warrants were initially recorded at fair value of $
At the Company’s special meeting of stockholders held on September 26, 2025 (the “2025 Special Meeting”), the stockholders approved, among other things, the issuance of all shares of Common Stock issuable upon conversion of the Series B Preferred Stock. Following such approval, the Series B Preferred Stock automatically converted into the Conversion Shares subject to a conversion cap that limits the conversion of the Series B Preferred Stock such that a holder may not beneficially own more than
The Series B Preferred Stock is entitled to receive dividends on an as-converted-to-common-stock basis when and if declared by the Board of Directors and converts to common stock at a ratio of one-for-one hundred, subject to certain potential adjustments. From the date of issuance until the requisite approval, the Series B Preferred Shares contained a redemption right that was outside of the Company’s control. Following the requisite approval, there is no liquidation preference or redemption rights and the shares are considered to be equity classified. After Requisite Approval at the option of the holder they can convert the Series B Preferred Stock shares to shares of the Company’s Common Stock subject to certain ownership limitations. Following stockholder approval, each share of Series B Preferred Stock, is convertible into Conversion Shares at a conversion price of $
The Release Date and Enrollment Date Warrants provide for the purchase of up to
The Release Date and Enrollment Date Warrants were initially classified as liabilities because the underlying preferred shares were redeemable, requiring the Company to settle the instruments in cash under certain conditions. Upon receiving the requisite approval on September 26, 2025, the preferred stock was no longer redeemable, and the Release Date Warrants and Enrollment Date Warrants were reclassified from liabilities to stockholders’ equity.
For additional information regarding the Company’s outstanding warrants, refer to Note 10, Warrants.
16
March 2026 Public Offering
On March 17, 2026, the Company entered into an underwriting agreement (the “March 2026 Public Offering”) under which the Company agreed to issue and sell (i)
The Company received aggregate net proceeds from the offering, including the partial exercise of the underwriters’ option, of approximately $
For additional information regarding the Company’s outstanding warrants, refer to Note 10, Warrants.
Earnout Shares
On October 22, 2021 (the “Closing Date”), the Company consummated the business combination (the “Business Combination”) contemplated by the agreement and plan of merger, dated as of June 21, 2021, as amended on August 12, 2021, made by and among Big Cypress Acquisition Corp., a Delaware corporation (“BCYP”), Big Cypress Merger Sub Inc., a Delaware corporation (“Merger Sub”), the Company, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the SAB Stockholders (the “Business Combination Agreement ”). Upon closing of the Business Combination, Merger Sub merged with SAB Biotherapeutics, with SAB Biotherapeutics as the surviving company of the merger. Upon closing of the Business Combination, BCYP changed its name to “SAB Biotherapeutics, Inc.”
Additionally, the Business Combination Agreement included an earnout provision whereby the shareholders of SAB Biotherapeutics shall be entitled to receive additional consideration (“Earnout Shares”) if the Company meets certain Volume Weighted Average Price (“VWAP”) thresholds, or a change in control with a per share price exceeding the VWAP thresholds within a five-year period immediately following the Closing.
The Earnout Shares shall be released in four equal increments as follows:
Pursuant to the terms of the Business Combination Agreement, SAB Biotherapeutics’ securityholders (including vested option holders) who own SAB Biotherapeutics securities immediately prior to the Closing Date will have the contingent right to receive their pro rata portion of (i) an aggregate of
The Earnout Shares are indexed to the Company’s equity and meet the criteria for equity classification. On the Closing Date, the fair value of the
Shelf Registration Statement
17
On December 29, 2025 the Company filed a Registration Statement on Form S-3 (Registration No. 333-292482) (the “Shelf Registration Statement”), declared effective on January 7, 2026 by the SEC, which includes a base prospectus that allows the Company to offer and sell, from time to time, in one or more offerings, common stock, preferred stock, debt securities, warrants, rights or units up to an aggregate public offering price of $
(9) Stock Option Plans
On August 5, 2014, the Company approved a stock option grant plan (the “2014 Equity Incentive Plan”) for employees, directors, and non-employee consultants, which provides for the issuance of options to purchase common stock. As of March 31, 2026, there were
The Company adopted the 2021 Omnibus Equity Incentive Plan (as amended, the “2021 Equity Incentive Plan”, and collectively with the 2014 Equity Incentive Plan, the “Equity Compensation Plans”), which reserved
The Company offers an Employee Stock Purchase Plan (“ESPP”) that allows eligible employees to purchase shares of common stock at a discount of up to
The expected term of the stock options was estimated using the “simplified” method, as defined by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment. The volatility assumption was determined by examining the historical volatilities for industry peer companies, as the Company does not have sufficient trading history for its common stock. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the options. The dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore, the Company has assumed no dividend yield for purposes of estimating the fair value of the options.
Stock Options
Stock option activity for employees and non-employees under the Equity Compensation Plans for the three months ended March 31, 2026, was as follows:
|
|
Options |
|
|
Weighted |
|
|
Weighted Average Remaining Contractual Life (periods) |
|
|
Aggregate Intrinsic Value |
|
||||
Outstanding options, December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Expired |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Outstanding options, March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Options vested and exercisable, March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
18
Total unrecognized compensation cost related to non-vested stock options as of March 31, 2026, was approximately $
The weighted average grant date fair value of options granted during the three months ended March 31, 2026, was $
There were no stock options granted during the three months ended March 31, 2025. During the three months ended March 31, 2025,
The estimated fair value of stock options granted to employees and consultants during the three months ended March 31, 2026 and 2025, were calculated using the Black-Scholes option-pricing model using the following assumptions:
|
|
For The Three Months Ended March 31, |
||||||
|
|
2026 |
|
2025 |
||||
Expected volatility |
|
|
% |
|
* |
% |
||
Weighted-average volatility |
|
|
|
% |
|
* |
% |
|
Expected dividends |
|
— |
|
% |
|
* |
% |
|
Expected term (in periods) |
|
|
|
|
* |
|
||
Risk-free rate |
|
|
% |
|
* |
% |
||
* No options were granted during the three months ended March 31, 2025.
Restricted Stock
Stock award activity for employees and non-employees under the Equity Compensation Plans for the three months ended March 31, 2026, was as follows:
|
|
Number of shares |
|
|
Weighted |
|
||
Unvested as of December 31, 2025 |
|
|
|
|
$ |
|
||
Vested and issued |
|
|
( |
) |
|
$ |
|
|
Unvested as of March 31, 2026 |
|
|
|
|
$ |
|
||
At March 31, 2026, the Company had an aggregate of $
Stock-based compensation expense
Stock-based compensation expense for the three months ended March 31, 2026 and 2025, was as follows:
|
|
For The Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Research and development |
|
$ |
|
|
$ |
|
||
General and administrative |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
(10) Warrants
Public Warrants
Each whole Public Warrant entitles the holder to purchase
Once the warrants become exercisable, the Company may call the warrants for redemption:
19
If the Company calls the warrants for redemption as described above, management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
Each warrant will expire on the fifth anniversary of the Business Combination, which occurred on October 22, 2021. As a result, all outstanding warrants will expire on October 22, 2026, unless earlier exercised or redeemed in accordance with their terms. Once expired, the warrants will have no further value and will no longer be exercisable.
Private Placement Warrants
The Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or saleable until after the completion of the Company's merger transaction in 2021. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be non-redeemable as long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Each warrant will expire on the fifth anniversary of the Business Combination, which occurred on October 22, 2021. As a result, all outstanding warrants will expire on October 22, 2026, unless earlier exercised or redeemed in accordance with their terms. Once expired, the warrants will have no further value and will no longer be exercisable.
PIPE Warrants and PIPE Placement Agent Warrants
In December 2022, the Company entered into a securities purchase agreement with certain institutional and accredited investors for the sale by the Company of
2023 Ladenburg Agreement Warrants
On March 21, 2023, the Company entered into a settlement agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), effective March 23, 2023 (the “2023 Ladenburg Agreement”, regarding the action brought by Ladenburg, the “Ladenburg Action”). In connection with the 2023 Ladenburg Agreement, on March 24, 2023, the Company (i) issued the Ladenburg Warrants to purchase up to
20
stock to satisfy a portion of its obligations under the 2023 Ladenburg Agreement. Following the completion of the 2023 Private Placement, the Company settled the remaining $
September 2023 Purchase Agreement Warrants
As of March 31, 2026, the Company had outstanding
The Preferred Tranche C Warrants were classified as derivative liabilities because they are redeemable for cash upon occurrence of a Fundamental Transaction, (as defined in the Forms for such warrants), which may be outside the control of the Company.
For more information see Note 8, Stockholders’ Equity.
Preferred PIPE Placement Agent Warrant
On November 21, 2023, the Company issued to Chardan Capital Markets LLC, the placement agent for the September 2023 Offering, a warrant to purchase
Preferred PIPE Series B Warrants
On July 21, 2025, the Company issued the Release Date Warrants and Enrollment Date Warrants to various investors as part of the Series B Offering. The Release Date Warrants and Enrollment Date Warrants provide for the purchase of up to
The Release Date Warrants and Enrollment Date Warrants were initially classified as liabilities because the underlying preferred shares were redeemable, requiring the Company to settle the instruments in cash under certain conditions; however, upon receiving the requisite approval on September 26, 2025, the preferred stock was no longer redeemable, and the Release Date Warrants and Enrollment Date Warrants were reclassified from liabilities to stockholders’ equity. There were
Pre-Funded Warrants
In March 2026, the Company issued pre‑funded warrants to purchase up to
21
The following table summarizes warrant activity for the three months ended March 31, 2026 and 2025:
|
|
Outstanding |
|
|
Warrants Issued |
|
|
Warrants Exercised |
|
|
Warrants Forfeited |
|
|
Outstanding |
|
|||||
Common Stock Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Classified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
PIPE Placement Agent Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Preferred PIPE Placement Agent Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Ladenburg Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
PIPE Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Pre-Funded Warrants |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Liability Classified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Business Combination Public Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Private Placement Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Preferred Stock Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Classified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred PIPE Series B Warrants |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
||
Liability Classified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Tranche C Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
|
|
Outstanding |
|
|
Warrants Issued |
|
|
Warrants Exercised |
|
|
Warrants Forfeited |
|
|
Outstanding |
|
|||||
Common Stock Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Classified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
PIPE Placement Agent Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Preferred PIPE Placement Agent Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Ladenburg Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
PIPE Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Liability Classified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Business Combination Public Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Private Placement Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Preferred Stock Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Classified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred PIPE Series B Warrants |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Liability Classified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Preferred Tranche B Warrants (1) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Preferred Tranche C Warrants |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Presentation and Valuation of the Warrants
Liability Classified Warrants
Public Warrants and Private Placement Warrants
The Public Warrants and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity and were presented within warrant liabilities on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. The initial fair value of the warrant liabilities was measured at fair value at the Closing Date, and changes in the fair value of the warrant liabilities were presented within changes in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for three months ended March 31, 2026 and 2025.
22
On the Closing Date, the Company established the fair value of the Private Placement Warrants utilizing both the Black-Scholes Merton formula and a Monte Carlo Simulation (the “MCS”) analysis. Specifically, the Company considered an MCS to derive the implied volatility in the publicly-listed price of the Public Warrants. The Company then considered this implied volatility in selecting the volatility for the application of a Black-Scholes Merton model for the Private Placement Warrants. The Company determined the fair value of the Public Warrants by reference to the quoted market price.
The Public Warrants were classified as a Level 1 fair value measurement, due to the use of the quoted market price, and the Private Placement Warrants held privately by assignees of Big Cypress Holdings LLC, were classified as a Level 3 fair value measurement, due to the use of unobservable inputs. See Note 11, Fair Value Measurements, for changes in fair value of the Private Placement Warrants.
The key inputs into the valuations as of March 31, 2026 and December 31, 2025, were as follows:
|
|
March 31, |
|
|
December 31, |
|
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Expected term remaining (periods) |
|
|
|
|
|
|
||
Implied volatility |
|
|
% |
|
|
% |
||
Closing common stock price on the measurement date |
|
$ |
|
|
$ |
|
||
Should the Company enter into or be party to a fundamental transaction, the Company will be required to purchase all outstanding Warrants from the holders by paying cash in an amount equal to the Black Scholes Value of the unexercised portion of each Series A Preferred Warrant. As a result, the Series A Preferred Warrants are accounted for as derivative liabilities in accordance with ASC 480 and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity and were presented within warrant liabilities on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. The initial fair value of the warrant liabilities was measured at fair value at the Closing Date, and changes in the fair value of the warrant liabilities were presented within changes in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025.
The Company established the fair value of the Preferred Warrants utilizing the Black-Scholes Merton formula.
All tranches of the Preferred Warrants were classified as Level 3 fair value measurements, due to the use of unobservable inputs. See Note 11, Fair Value Measurements, for changes in fair value of the Preferred Warrants.
The key inputs utilized in determining the fair value of each Preferred Tranche C Warrant as of March 31, 2026 and December 31, 2025, were as follows:
|
|
March 31, |
|
|
December 31, |
|
||
Risk-free interest rate (1) |
|
|
% |
|
|
% |
||
Expected term remaining (periods) (1) |
|
|
|
|
|
|
||
Implied volatility |
|
|
% |
|
|
% |
||
Underlying Stock Price (Preferred Series A) |
|
$ |
|
|
$ |
|
||
(11) Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques that would be used to measure fair value into one of three levels:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
23
The following tables present information about the Company's assets and liabilities that are measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|
|
As of March 31, 2026 |
|
|||||||||||||
|
|
Total |
|
|
Quoted |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Public Warrant liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Private Placement Warrant liability |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tranche C Preferred Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
As of December 31, 2025 |
|
|||||||||||||
|
|
Total |
|
|
Quoted |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate Bonds |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Long-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate Bonds |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Public Warrant liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|||
Private Placement Warrant liability |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tranche C Preferred Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The following table provides a summary of the changes in Level 3 fair value measurements for the Private Placement Warrant liability:
|
|
|
|
|
Balance, December 31, 2025 |
|
$ |
|
|
Change in fair value of Private Placement Warrant liability |
|
|
( |
) |
Balance, March 31, 2026 |
|
$ |
|
|
24
The following table provides a summary of the changes in Level 3 fair value measurements for the Preferred Warrant liabilities:
Balance, December 31, 2025 |
|
$ |
|
|
Change in fair value of the Preferred Warrant liabilities |
|
|
|
|
Balance, March 31, 2026 |
|
$ |
|
As of March 31, 2026 and December 31, 2025, the Company did
The Company believes that the carrying amounts of its cash and cash equivalents, accrued interest receivable, notes payable, accounts payable, accrued expenses and other current liabilities approximate their fair values due to their near-term maturities.
(12) Investments
Available-For-Sale Debt Securities
At March 31, 2026, the fair value and amortized cost of the Company’s available-for-sale debt securities, summarized by type of security, consisted of the following:
|
|
As of March 31, 2026 |
|
|||||||||||||
|
|
Amortized Cost |
|
|
Unrealized Gains |
|
|
Unrealized Losses |
|
|
Fair Value |
|
||||
Short-term: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
At December 31, 2025, the fair value and amortized cost of the Company’s available-for-sale debt securities, summarized by type of security, consisted of the following:
|
|
As of December 31, 2025 |
|
|||||||||||||
|
|
Amortized Cost |
|
|
Unrealized Gains |
|
|
Unrealized Losses |
|
|
Fair Value |
|
||||
Short-term: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Corporate Bonds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasury securities |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Corporate Bonds |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
The amortized cost and estimated fair value by maturity or next repricing date of investment securities at March 31, 2026 are shown in the following table. Fixed rate securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. Accordingly, actual maturities may differ from contractual maturities.
|
|
As of March 31, 2026 |
|
|||||
|
|
Amortized Cost |
|
|
Fair Value |
|
||
Within one year or less |
|
$ |
|
|
$ |
|
||
One through five years |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The following table shows gross unrealized losses and fair values of available-for-sale securities for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous loss position as of March 31, 2026:
25
|
|
Unrealized losses less than 12 months |
|
|
Unrealized losses 12 months or greater |
|
|
Total |
|
|||||||||||||||||||||||||||
|
|
Number of Individual Securities |
|
|
Fair Value |
|
|
Unrealized Loss |
|
|
Number of Individual Securities |
|
|
Fair Value |
|
|
Unrealized Loss |
|
|
Number of Individual Securities |
|
|
Fair Value |
|
|
Unrealized Loss |
|
|||||||||
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. treasury securities |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|||||||||
Total |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|||||||||
The following table shows gross unrealized losses and fair values of available-for-sale securities for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous loss position as of December 31, 2025:
|
|
Unrealized losses less than 12 months |
|
|
Unrealized losses 12 months or greater |
|
|
Total |
|
|||||||||||||||||||||||||||
|
|
Number of Individual Securities |
|
|
Fair Value |
|
|
Unrealized Loss |
|
|
Number of Individual Securities |
|
|
Fair Value |
|
|
Unrealized Loss |
|
|
Number of Individual Securities |
|
|
Fair Value |
|
|
Unrealized Loss |
|
|||||||||
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. treasury securities |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|||||||||
Corporate Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|||||||||
The unrealized losses on the Company’s available-for-sale debt securities as of March 31, 2026 and December 31, 2025 were caused by fluctuations in market value and interest rates as a result of the economic environment. The Company concluded that an allowance for credit losses was unnecessary as of March 31, 2026 and December 31, 2025 because the decline in the market value was attributable to changes in market conditions and not credit quality, and that it is neither management’s intention to sell nor is it more likely than not that the Company will be required to sell these investments prior to recovery.
Gross realized gains and losses on the sale of short-term and long-term investments are included in other income in the Company’s condensed consolidated statements of operations and comprehensive loss. Net realized gains for the three months ended March 31, 2026, include $
|
|
For The Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Gross realized gains |
|
$ |
|
|
$ |
— |
|
|
Gross realized losses |
|
|
( |
) |
|
|
— |
|
Net realized gains |
|
$ |
|
|
$ |
— |
|
|
Accrued interest receivable related to the above investment securities was $
Equity Securities
The Company holds investments in mutual funds that are classified as equity securities, primarily representing diversified portfolios of publicly traded equity instruments managed by third-party investment advisors. As of March 31, 2026 and December 31, 2025, the Company had $
26
|
|
For The Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net gains (losses) recognized during the period |
|
$ |
( |
) |
|
$ |
|
|
Less: Realized net gains (losses) recognized on equity securities sold |
|
|
|
|
|
( |
) |
|
Unrealized net gains (losses) recognized on equity securities held |
|
$ |
( |
) |
|
$ |
|
|
(13) Income Taxes
Due to current and prior year losses the Company does not expect to have any Income Tax Provision.
The Company continues to record a valuation allowance on its net deferred tax assets. The valuation increased by approximately $
(14) Employee Benefit Plan
The Company sponsors a defined contribution retirement plan. All the Company’s employees are eligible to be enrolled in the employer-sponsored contributory retirement savings plan, which include features under Section 401(k) of the Internal Revenue Code of 1986, as amended, and provides for Company matching contributions. The Company’s contributions to the plan are determined by its Board of Directors, subject to certain minimum requirements specified in the plan. The Company has historically made matching contributions of
(15) Commitments and Contingencies
The Company is not a party to any litigation, and, to its best knowledge, no action, suit, or proceeding has been threatened against the Company which are expected to have a material adverse effect on its financial condition, results of operations or liquidity.
Fortrea Inc.
In October 2024, the Company entered into a clinical master services agreement and work orders with Fortrea Holdings Inc. (“Fortrea”) to act as the contract research organization (“CRO”) overseeing the Company’s Phase 2b efficacy and safety study for SAB-142. Approximately $
(16) Segment Reporting
Operating segments are defined as components of the entity for which separate financial information is made available and that is regularly evaluated by the chief operating decision maker () in making decisions regarding resource allocation and assessing performance. The Company's CODM is its chief executive officer and the Company manages its operations as a segment for the purposes of assessing performance and making operating decisions. The Company is focused on the development of a human anti-thymocyte globulin focused on preventing or delaying the progression of T1D.
The following table is representative of the significant expense categories regularly provided to the CODM when managing the Company's single reporting segment.
27
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Direct research and development expenses |
|
|
|
|
|
|
||
Research and development salaries and benefits |
|
$ |
|
|
$ |
|
||
Clinical trial expense |
|
|
|
|
|
|
||
Lab supplies and animal care |
|
|
|
|
|
|
||
Lab services, consulting, and other direct research costs |
|
|
|
|
|
|
||
Total direct research and development expenses |
|
|
|
|
|
|
||
Indirect research and development expenses |
|
|
|
|
|
|
||
Share based compensation (research and development) |
|
|
|
|
|
|
||
Total research and development expense |
|
|
|
|
|
|
||
General and administrative expense |
|
|
|
|
|
|
||
Administrative payroll |
|
|
|
|
|
|
||
Professional fees and travel |
|
|
|
|
|
|
||
Insurance, office expense, and other administrative expenses |
|
|
|
|
|
|
||
Share based compensation (general and administrative) |
|
|
|
|
|
|
||
Total general and administrative expenses |
|
|
|
|
|
|
||
Total operating expense |
|
$ |
|
|
$ |
|
||
The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as Cash and cash equivalents and Short-term and Long-term investments.
Long-lived assets are reported on the Condensed Consolidated Balance Sheets as Property, plant and equipment, net of accumulated depreciation and these assets are held in the U.S.
(17) Subsequent Events
Exercise of Underwriters’ Option
In April 2026, in connection with the March 2026 Public Offering, the underwriters partially exercised their option to purchase an additional
Manufacturing Services Agreement
On April 28, 2026 (the “MSA Effective Date”), the Company entered into a Master Manufacturing Services Agreement (the “MSA”) with Emergent BioSolutions Canada Inc. (“Emergent”). Pursuant to the MSA, Emergent will perform clinical and commercial manufacturing and related services for the Company with respect to SAB-142 (the “Product”) at Emergent’s facility in Canada. The MSA commences on the MSA Effective Date and would continue for a period of five (5) years from the date the Product obtains approval from the United States Food and Drug Administration (“FDA”), with a minimum aggregate spend following any FDA approval equal to $
28
Sanford Lease Amendment
On April 1, 2026, the Company entered into a lease amendment for its operating lease with Sanford Health, which reduced the lease square footage to
29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the accompanying notes included in Part I, Item 1 of this Form 10-Q. Some of the information contained in this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. As a result of many factors, including those factors set forth in the section titled “Risk Factors,” our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors.” Please also refer to the section titled “Special Note Regarding Forward Looking Statements.”
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act of 1934, as amended (the "Exchange Act"), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. In addition, historic results, including but not limited to those related to IND enabling GLP safety/toxicology of SAB-142; and Phase 1 & Phase 2a results of SAB-176; do not guarantee that future research or trials will suggest the same conclusions, nor that historic results referred to herein will be interpreted in the same manner due to future preclinical and clinical trial results or otherwise. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the sections entitled “Risk Factors” in this Quarterly Report, our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other periodic reports filed with the Securities and Exchange Commission (the “SEC”) and available at https://www.sec.gov/. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as expressly required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.
Company Overview
We are a clinical-stage biopharmaceutical company focused on developing multi-specific, high-potency, human immunoglobulin G (hIgG) to treat and prevent immune and autoimmune disorders. Our programs are based on mechanisms of action that have achieved proof-of-concept in clinical trials in indications with significant unmet medical needs. We are focused on developing product candidates for disease targets where a differentiated approach has the greatest potential to be either first-in-class against novel targets or best-in-class against complex targets to treat diseases, including type 1 diabetes (T1D) and other 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, we 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. We believe it is the only technology capable of producing disease-targeted, hIgG in large quantities without human plasma donors.
We have optimized genetic engineering in the development of transchromosomic cattle, or Tc-Bovine™, to produce hIgG. Our engineering of our production platform drives IgG1 production across our pipeline. In addition, this differentiated approach using polyclonal antibodies has no biosimilar pathway, which provides a significant barrier to competitive polyclonal approaches.
Our proprietary platform holds the potential to generate additional novel therapeutic candidates to expand our pipeline, utilizing the human immune response to generate the optimal repertoire of hIgG for drug targets of interest. Our drug development production system is able to generate a diverse repertoire of specifically targeted, high-potency, hIgGs that can bind to multiple sites on targeted immunogens, making them ideally suited to address the complexities associated with many immune-mediated disorders and address a wide range of serious unmet needs in human diseases.
30
SAB-142: Our Lead Product Candidate
Our wholly owned lead product candidate, SAB-142 is a potentially disease-modifying, redosable immunotherapy in clinical development for the treatment of autoimmune type 1 diabetes (T1D). SAB-142 is a multi-specific, fully human anti-thymocyte globulin (hATG) with a mechanism of action analogous to that of rabbit ATG (rATG). rATG has demonstrated in multiple clinical trials the ability to slow disease progression in patients with new- or recent-onset of Stage 3 T1D. SAB-142, like rATG, directly targets multiple immune cells involved in destroying pancreatic beta cells, including modulation of “bad acting” T-lymphocytes. By stopping immune cells from attacking beta cells, this treatment has the potential to preserve insulin-producing beta cells. The mechanism of action of SAB-142 has been clinically validated in numerous clinical trials with a rabbit anti-thymocyte globulin (rATG). In addition, data from more than 800 human subjects have been treated with antibodies produced by our platform, including in the Phase 1 study of SAB-142, and we have seen no serum sickness rate and no incidence of neutralizing anti-drug antibodies (ADA). We expect this finding to continue through the clinical development of SAB-142.
There is an established regulatory path for T1D indications using the SAB-142 modality. Our regulatory pathway has also been established with the United States Food and Drug Administration (FDA), the United Kingdom Medicines and Healthcare products Regulatory Agency (MHRA), and the Therapeutic Good Administration (TGA) in Australia. The FDA regulates polyclonal hIgG and mAbs differently, as mAbs are regulated through the Center for Drug Evaluation and Research (CDER) while pAbs are regulated by the Center for Biologics Evaluation and Research (CBER). CBER has approved more than 30 immunoglobulin products from both human- and animal-derived plasma. Further, CBER is very familiar with our production platform and pAb products. We have navigated three SAB drug products through seven clinical trials with one product having advanced to Phase 3, building our safety database as well as positive efficacy data. As our lead program SAB-142 advances, we intend to expand our pipeline in complementary indications through strategic utilization of our platform.
We received an Investigational New Drug (IND) clearance from the FDA in May 2024 and announced positive topline data from our Phase 1 clinical trial of SAB-142 in January 2025, and December 2025. We initiated our pivotal Phase 2b clinical trial, called the SAFEGUARD study, in Q3 2025 and dosed the first patient in December 2025 with enrollment ongoing across multiple clinical trial sites in U.S., Australia, New Zealand, U.K. and European Union. Further, we are planning an additional clinical study of SAB-142 in individuals with T1D beyond 100 days of diagnosis.
In March 2026, we announced additional Phase 1 data demonstrating early signals of C-peptide preservation in adult patients with established autoimmune T1D, consistent with SAB-142's anticipated mechanism of action. In April 2026, we presented additional clinical and mechanistic data from our Phase 1 clinical trial of SAB-142 in adult patients with established autoimmune T1D. The Phase 1 T1D cohort included six adult participants (n=6), with four receiving SAB-142 at 2.5 mg/kg (n=4) and two receiving placebo (n=2). Participants ranged in age from 19 to 40 years. All participants with established T1D (Stage 3 T1D diagnosis within 28-40 months at the time of randomization) had residual beta cell function (C-peptide >0.2 nmol/L) and at least one T1D autoantibody at baseline. Phase 1 exploratory efficacy endpoints were measured at the End of Study Day 120 post SAB-142 administration. One placebo participant (n=1) completed through Day 120 as the other placebo participant discontinued early due to personal reasons. The results for SAB-142 highlighted C-peptide preservation, correlated with evidence of T cell exhaustion. Of the four SAB-142-treated participants, three demonstrated a super responder profile with C-peptide levels at or above baseline at Day 120. SAB-142 treated participants showed improved glycemic control, with mean time in range increasing from 73% at baseline to 85% at Day 120, without an associated increase in exogenous insulin use.In May 2025, SAB confirmed its intent with the FDA to utilize the data from the SAFEGUARD study as supportive evidence for future regulatory approval. In April 2026, we received written correspondence from the FDA confirming that C-peptide area under the curve (AUC) may serve as a surrogate endpoint for accelerated approval.
In May 2025, we confirmed our intent with the FDA to utilize the data from the SAFEGUARD study as supportive evidence for future regulatory approval. In April 2026, we received written correspondence from the FDA confirming that C-peptide area under the curve (AUC) may serve as a surrogate endpoint for accelerated approval.
Other Immunology Indications
T- and B-cells are multifunctional lymphocytes whose dysregulation was shown to have a central role in the pathogenesis of more than 80 autoimmune diseases, including T1D, systemic lupus erythematosus (SLE), rheumatoid arthritis (RA), multiple sclerosis (MS) and celiac disease. The therapeutic success to date of lymphocyte-mediating therapies in a variety of autoimmune diseases and our in vivo and in vitro pre-clinical and Phase 1 work from SAB-142 in T1D support direct progression into Phase 2 in other autoimmune indications.
Since the commencement of our operations, we have devoted substantially all of our resources to research and development activities, organizing and staffing our company, business planning, raising capital, establishing and maintaining our intellectual property portfolio, conducting preclinical studies and clinical trials, and providing general and administrative support for these operations.
31
Components of Results of Operations
Operating Expenses
Research and Development Expenses
Research and development expenses primarily consist of salaries, benefits, incentive compensation, stock-based compensation, laboratory supplies and materials for employees and contractors engaged in research and product development, licensing fees to use certain technology in our research and development projects, fees paid to consultants and various entities that perform certain research and testing on our behalf. Research and development expenses are tracked by target/project code. Indirect general and administrative costs are allocated based upon a percentage of direct costs. We expense all research and development costs in the period in which they are incurred.
Research and development activities consist of discovery research for our platform development and the indications we are working on. For SAB-142, Avance Clinical PTY, Ltd (“Avance”), acts as the contract research organization (“CRO”) overseeing our Phase 1 safety study. This study started in December 2023 and the terms of that agreement are subject to confidentiality and the status of the agreement is that it is current. Pursuant to an agreement between the Company and Fortrea Holdings Inc. (“Fortrea”). Fortrea is acting as the CRO overseeing our Phase 2b efficacy and safety study for SAB-142. The study began enrolling patients in December 2025.
For the three months ended March 31, 2026 and 2025, we continued to incur costs to advance our progress towards commercialization of SAB-142. We expect to continue to incur substantial research and development expenses as we conduct discovery research to enhance our platform and work on our indications. We expect to hire additional employees and continue research and development and manufacturing activities. As a result, we expect that our research and development expenses will continue to increase in the future and vary from period to period.
Research and development expenses by component for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Salaries & benefits |
|
$ |
6,967,964 |
|
|
$ |
3,245,785 |
|
Laboratory supplies |
|
|
400,338 |
|
|
|
228,803 |
|
Animal care |
|
|
357,300 |
|
|
|
64,481 |
|
Contract manufacturing |
|
|
— |
|
|
|
1,534 |
|
Clinical trial expense |
|
|
3,196,835 |
|
|
|
1,927,208 |
|
Outside laboratory services |
|
|
863,826 |
|
|
|
718,272 |
|
Project consulting |
|
|
96,088 |
|
|
|
181,265 |
|
Facility expense |
|
|
1,295,065 |
|
|
|
1,154,549 |
|
Other expenses |
|
|
220,561 |
|
|
|
135,424 |
|
Total research and development expenses |
|
$ |
13,397,977 |
|
|
$ |
7,657,321 |
|
General and Administrative Expenses
General and administrative expenses primarily consist of salaries, benefits, and stock-based compensation costs for employees in our executive, accounting and finance, project management, corporate development, office administration, legal and human resources functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated overhead expenses. General and administrative expenses also include rent and facilities expenses allocated based upon total direct costs. We anticipate that general and administrative expenses will increase as we expand our workforce and invest in the advancement of our lead therapeutic candidate in preparation for potential commercialization. Additionally, as our operations grow in complexity and we progress toward commercialization, we may incur higher costs related to accounting, audit, legal, regulatory compliance, director and officer insurance, and investor relations. We expect these expenses to vary from period to period in absolute terms and as a percentage of revenue.
Nonoperating Income (Expense)
Gain (loss) on change in fair value of warrant liabilities
Gain (loss) on change in fair value of warrant liabilities consists of the changes in the fair value of the warrant liabilities.
32
Other Income (expense)
Other income primarily consists of income associated with the refundable portion of Australian research and development tax credits and dividend income from non-interest bearing short-term investments.
Interest income
Interest income consists of interest earned on our investments in debt securities, cash, and cash equivalents.
Interest expense
Interest expense consists primarily of interest related to abated rent and insurance financing.
Results of Operations
The following tables set forth our results of operations for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating expenses |
|
|
|
|
|
|
||
Research and development |
|
|
13,397,977 |
|
|
|
7,657,321 |
|
General and administrative |
|
|
6,599,759 |
|
|
|
3,114,781 |
|
Total operating expenses |
|
|
19,997,736 |
|
|
|
10,772,102 |
|
Loss from operations |
|
|
(19,997,736 |
) |
|
|
(10,772,102 |
) |
Other income (expense) |
|
|
|
|
|
|
||
Changes in fair value of warrant liabilities |
|
|
(482,474 |
) |
|
|
5,035,769 |
|
Interest expense |
|
|
(62,745 |
) |
|
|
(69,565 |
) |
Interest income |
|
|
1,047,197 |
|
|
|
62,498 |
|
Other income |
|
|
626,873 |
|
|
|
546,627 |
|
Total other income (expense) |
|
|
1,128,851 |
|
|
|
5,575,329 |
|
Loss before income taxes |
|
|
(18,868,885 |
) |
|
|
(5,196,773 |
) |
Net loss |
|
$ |
(18,868,885 |
) |
|
$ |
(5,196,773 |
) |
Comparison of the three months ended March 31, 2026 and 2025
Research and Development
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
Research and development |
|
$ |
13,397,977 |
|
|
$ |
7,657,321 |
|
|
$ |
5,740,656 |
|
|
|
75.0 |
% |
Total research and development expenses |
|
$ |
13,397,977 |
|
|
$ |
7,657,321 |
|
|
|
|
|
|
|
||
Research and development expenses increased by $5.7 million, or 75.0%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The year-over-year change includes an increase in salaries and benefits (year-over-year increase of $3.7 million, 114.7%) and clinical trial costs (year-over-year increase of $1.3 million, 65.9%), outside lab services (year-over-year increase of $0.1 million, 20.3%), overhead and facility expense (year-over-year increase of $0.2 million, 17.5%), animal care (year-over-year increase of $0.3 million, 441.2%), and laboratory supplies (year-over-year increase of $0.2 million, 75.0%), offset by a decrease in project consulting (year-over-year decrease of $0.1 million, 47.0%). We expect research and development expenses to increase in future years as we advance our lead therapeutic candidate through Phase 2 clinical trials and invest in the necessary foundation to support potential commercialization.
General and Administrative
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
General and administrative |
|
$ |
6,599,759 |
|
|
$ |
3,114,781 |
|
|
$ |
3,484,978 |
|
|
|
111.9 |
% |
Total general and administrative expenses |
|
$ |
6,599,759 |
|
|
$ |
3,114,781 |
|
|
|
|
|
|
|
||
33
General and administrative expenses increased by $3.5 million, or 111.9%, in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to an increase in salaries and benefits (year-over-year increase of $2.8 million, 170.4%), project consulting (year-over-year increase of $0.2 million, 65.3%), and other immaterial administrative support fees relating to IT and human resources (year-over-year increase of $0.6 million, 53.7%), offset by a decrease in insurance costs (year-over-year decrease of $0.1 million, 10.3%). As our operations grow in complexity and we progress toward commercialization, we may incur higher costs related to accounting, audit, legal, regulatory compliance, director and officer insurance, and investor relations.
Non-operating Income (Expense)
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
Changes in fair value of warrant liabilities |
|
$ |
(482,474 |
) |
|
$ |
5,035,769 |
|
|
$ |
(5,518,243 |
) |
|
|
(109.58 |
)% |
Other income |
|
|
626,873 |
|
|
|
546,627 |
|
|
|
80,246 |
|
|
|
14.68 |
% |
Total other non-operating income (expense) |
|
$ |
144,399 |
|
|
$ |
5,582,396 |
|
|
|
|
|
|
|
||
Total other non-operating income, not including interest income and interest expense, decreased by $5.4 million, or (97.41)%, in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This decrease was primarily driven by the change in fair value of warrant liabilities (year-over-year decrease of $5.5 million, (109.58)%). Total other income increased by $0.1 million, primarily driven by an increase in dividend income (year-over-year increase of $0.4 million, 361.0%), offset by a decrease in the Australian research and development tax credit (year-over-year decrease of $0.3 million, 76.4%).
Interest Expense
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
Interest expense |
|
$ |
62,745 |
|
|
$ |
69,565 |
|
|
$ |
(6,820 |
) |
|
|
(9.80 |
)% |
Total interest expense |
|
$ |
62,745 |
|
|
$ |
69,565 |
|
|
|
|
|
|
|
||
Interest expense in the three months ended March 31, 2026 was consistent with interest expense in the three months ended March 31, 2025.
Interest Income
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|
||||
Interest income |
|
$ |
1,047,197 |
|
|
$ |
62,498 |
|
|
$ |
984,699 |
|
|
|
1,575.57 |
% |
Total interest income |
|
$ |
1,047,197 |
|
|
$ |
62,498 |
|
|
|
|
|
|
|
||
Interest income increased by $1.0 million, or 1,575.57%, during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to interest earned on our investments in debt securities, and higher interest earning cash, and cash equivalent balances.
Future interest income will be largely dependent on our total liquid cash and investment balances, which are in turn influenced by our capital resources and future fundraising activities.
Liquidity and Capital Resources
As of March 31, 2026, we had an accumulated deficit of $129.8 million. We anticipate that we will continue to generate losses for the foreseeable future, and expect the losses to increase as we continue the development of, or seeks regulatory approvals for product candidates, and begin commercialization of products. As a result, we will require additional capital to fund operations in order to support long-term plans.
On July 21, 2025, we entered into the July 2025 Purchase Agreement with certain accredited investors, pursuant to which we agreed to issue and sell, in the Series B Offering, (i) 1,000,000 Series B Shares, convertible into 100,000,000 Series B Conversion Shares, (ii) the Release Date Warrants to purchase up to 500,000 the Release Date Warrant Shares, and (iii) the Enrollment Date Warrants to purchase up to 1,000,000 Enrollment Date Warrant Shares. We generated approximately $175 million in gross proceeds, before fees and expenses, from the Series B Offering. The Series B Preferred Stock is convertible into common stock, subject to stockholder approval.
34
On March 17, 2026, we entered into the March 2026 Public Offering with the underwriters, pursuant to which we agreed to issue and sell, in the March 2026 Public Offering, (i) 19,324,677 Firm Shares at a public offering price of $3.85 per share and (ii) Pre-Funded Warrants to purchase up to 2,753,246 shares of common stock at a public offering price of $3.8499 per Pre-Funded Warrant. We also granted the underwriters a 30-day option to purchase up to an additional 3,311,688 Optional Shares, which the underwriters partially exercised as of March 31, 2026 to purchase 2,000,000 Optional Shares. We generated aggregate net proceeds of approximately $86.4 million from the March 2026 Public Offering and an additional $7.2 million of net proceeds from the underwriters’ purchase of additional shares, after deducting underwriting discounts and commissions and offering expenses. The net proceeds are intended to fund the Phase 2b SAFEGUARD study of SAB-142 and for general corporate purposes.
See Note 8, Stockholders’ Equity, in our condensed consolidated financial statements for more information about the Series B Offering and March 2026 Public Offering.
Based on our current level of operating expenses, existing resources will be sufficient to cover operating cash needs through the twelve months following the date of this report. In the future, we may seek additional funding through a combination of equity or debt financings, or other third-party financing, collaborative or other funding arrangements.
Shelf Registration Statement
On December 29, 2025 we filed a Registration Statement on Form S-3 (Registration No. 333-292482) (the “Shelf Registration Statement”), declared effective on January 7, 2026 by the SEC, which includes a base prospectus that allows us to offer and sell, from time to time, in one or more offerings, common stock, preferred stock, debt securities, warrants, rights or units up to an aggregate public offering price of $300 million. The Shelf Registration Statement is intended to preserve our flexibility to raise capital from time to time, if and when needed.
Cash Flows
The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash used in operating activities |
|
$ |
(14,271,130 |
) |
|
$ |
(7,797,217 |
) |
Net cash provided by (used in) investing activities |
|
|
(65,647,676 |
) |
|
|
4,671,103 |
|
Net cash provided by (used in) financing activities |
|
|
89,921,121 |
|
|
|
(173,985 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
14,729 |
|
|
|
42,500 |
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
10,017,044 |
|
|
$ |
(3,257,599 |
) |
Operating Activities
Net cash used in operating activities increased by $6.5 million in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This increase was primarily driven by a $3.3 million increase in net cash used before changes in operating assets and liabilities, reflecting a higher net loss due to increased research and development expenses, with higher non-cash adjustments, including stock-based compensation and changes in fair value of warrant liabilities. In addition, cash used in operating activities increased by $3.2 million due to changes in operating assets and liabilities. The year-over-year increase in cash used reflects working capital fluctuations as we continue to invest in the development of our lead product candidate, SAB-142.
Investing Activities
Net cash used by investing activities increased by $70.3 million in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to increased purchases of short-term investments and increase in capital expenditures. We anticipate to increase capital expenditures in the near term as we continue to invest in the development of our lead therapeutic candidate through Phase 2 clinical trials.
Financing Activities
Net cash provided by financing activities increased by $90.1 million in the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to the March 2026 Public Offering.
Contractual Obligations and Commitments
We enter into contracts in the normal course of business with third parties, including contract research organizations (“CRO”).
35
As of March 31, 2026, there were no material changes outside of the ordinary course of business to our commitments and contractual obligations.
Off-Balance Sheet Arrangements
We did not have, for the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
We have prepared our condensed consolidated financial statements in accordance with U.S. GAAP. Our preparation of these condensed consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could therefore differ materially from these estimates under different assumptions or conditions.
Our most critical accounting estimates and assumptions are included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 9, 2026. There have been no significant changes to our critical accounting policies during the three months ended March 31, 2026. See Note 2, Summary of Significant Accounting Policies, to our condensed consolidated financial statements for further details.
JOBS Act Accounting Election
The Jumpstart Our Business Startups (“JOBS”) Act, enacted in April 2012, permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have and intend to continue to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards, for an emerging growth company under Section 107 of the JOBS Act.
We may use these provisions until the last day of our fiscal year in which the fifth anniversary of the completion of our initial public offering occurred. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.235 billion, or we issue more than $1.07 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.
We have elected to take advantage of certain of the reduced disclosure obligations in this Form 10-Q and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different than the information you receive from other public companies in which you hold stock.
The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, until those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an emerging growth company or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which we will adopt the recently issued accounting standard.
36
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Concentration of Credit Risk
The Company recognized no revenue for the three months ended March 31, 2026. To date, no receivables have been written off.
Interest Rate Risk
As of March 31, 2026 and December 31, 2025, we had cash, cash equivalents, U.S. treasury securities, corporate bonds, investments in exchange traded mutual funds, and money market funds of $217.6 million and $143.5 million, respectively, all of which was maintained in bank accounts, money market funds, mutual funds, and U.S. treasury securities. Our primary exposure to market risk is to interest income volatility, which is affected by changes in the general level of interest rates. A 10% change in the market interest rates would not have a material effect on our business, financial condition, or results of operations.
Foreign Currency Risk
We conduct materially all of our business in U.S. dollars. We do not have any foreign currency or other derivative financial instruments. Our primary exposure to changes in foreign currency exchange rates relates mainly to SAB Australia. We do not currently hedge our foreign currency exchange rate risk. As of March 31, 2026 and December 31, 2025, our liabilities denominated in foreign currencies were not material. Accordingly, we do not believe a 10% increase or decrease in current exchange rates would have a material effect on our financial results.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on the evaluation as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
37
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently a party to any material litigation, nor are we aware of any pending or threatened litigation against us that we believe would materially affect our business, operating results, financial condition, or cash flows. Participants in our industry face frequent claims and litigation, including securities litigation, claims regarding patent and other intellectual property rights, and other liability claims. As a result, we may be involved in various legal proceedings from time to time in the future.
Item 1A. Risk Factors.
Our business is subject to various risks, including those described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 9, 2026, which we strongly encourage you to review (the “2025 Annual Report”). There have been no material changes from the risk factors described in our 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Plans
During the three months ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
38
Item 6. Exhibits.
Exhibit Number |
Description |
Schedule/ Form |
File No. |
Exhibit |
Filing Date |
4.1 |
8-K |
001-39871 |
4.1 |
March 19,2026 |
|
10.1 |
8-K |
001-39871 |
1.1 |
March 19, 2026 |
|
10.2* |
|
|
|
|
|
31.1* |
|
|
|
|
|
31.2* |
|
|
|
|
|
32.1** |
|
|
|
|
|
32.2** |
|
|
|
|
|
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 Document |
|
|
|
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
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 Quarterly 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 Quarterly Report, irrespective of any general incorporation language contained in such filing.
¥ Denotes management contract or any compensatory plan, contract or arrangement.
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
SAB BIOTHERAPEUTICS, INC. |
|
|
|
|
|
Date: May 12, 2026 |
|
By: |
/s/ Samuel J. Reich |
|
|
|
Samuel J. Reich |
|
|
|
Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
By: |
/s/ Lucy To |
|
|
|
Lucy To |
|
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
40
Exhibit 10.2
FIRST AMENDMENT
TO
LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of 1 April, 2026, by and between Sanford Health, a South Dakota non-profit corporation (“Landlord”), and SAB Biotherapeutics, Inc., a Delaware corporation (“Tenant”).
RECITALS
A. Landlord and Tenant are parties to that certain Lease Agreement dated as of 1 February 2025 (as the same may have been amended, the “Lease”).
B. Landlord and Tenant have agreed to enter into this Amendment for the purpose of reducing the square footage and modifying the space to be leased by Tenant.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year first above written.
LANDLORD:
SANFORD HEALTH
By:
Name: Matt Hocks
Title: Chief Operating Officer
TENANT:
SAB BIOTHERAPEUTICS, INC.
By:
Name: Eddie Sullivan
Title: President & Co-Founder
ATTACHMENT 1
EXHIBIT A
Leased Premises
The drawing above summarizes the west bay on the first floor at the Sanford Center. Blue shaded
area indicates Leased Premises.
Exhibit 31.1
CERTIFICATION 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
I, Samuel J. Reich, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of SAB Biotherapeutics, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 12, 2026 |
By: |
/s/ Samuel J. Reich |
|
|
Samuel J. Reich |
|
|
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION 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
I, Lucy To, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q of SAB Biotherapeutics, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 12, 2026 |
By: |
/s/ Lucy To |
|
|
Lucy To Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SAB Biotherapeutics, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 12, 2026 |
By: |
/s/ Samuel J. Reich |
|
|
Samuel J. Reich |
|
|
Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SAB Biotherapeutics, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 12, 2026 |
By: |
/s/ Lucy To |
|
|
Lucy To |
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |