SAB Biotherapeutics Inc.
09/26/2025 | Press release | Distributed by Public on 09/26/2025 14:46
Management Change/Compensation, Proxy Results (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26, 2025, SAB Biotherapeutics, Inc. (the "Company" or "SAB"), held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's 2021 Omnibus Equity Incentive Plan, as amended (the "Plan") to, among other things, (i) increase the maximum number of shares of the Company's common stock, par value $0.0001 per share ("Common Stock") available to Plan participants thereunder by 24,180,000 shares to an aggregate of 31,932,466 shares, and (ii) increase the maximum number of additional shares available for issuance pursuant to the annual evergreen increase from 10,000,000 shares to 73,750,000 shares (the "Plan Amendment Proposal").
Item 5.07 Submission of Matters to a Vote of Security Holders.
The total number of shares of Common Stock entitled to vote at the Special Meeting was 11,099,061 shares (on an as-converted to Common Stock basis), consisting of 10,411,061 shares of Common Stock outstanding as of the record date and 688 shares of Series A Preferred Stock, par value $0.0001 per share outstanding and entitled to vote as of the record date ("Series A Preferred Stock").
There were 6,053,045 shares present in person or by proxy at the Special Meeting, which represented approximately 54.5% of the outstanding shares entitled to vote at the Special Meeting (including shares of Series A Preferred Stock on an as-converted basis) and which constituted a quorum for the transaction of business.
At the Special Meeting, the stockholders voted to:
(1)
approve the potential issuance in excess of 19.99% of the Company's outstanding Common Stock upon the conversion of the Company's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), at less than the "minimum price" under Nasdaq Listing Rule 5635(d), and which may deemed a "change of control" under Nasdaq Listing Rule 5635, pursuant to the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock governing the Series B Preferred Stock (the "Series B Nasdaq Conversion Proposal"); and
(2)
approve the Plan Amendment to, among other things, (i) increase the maximum number of shares of Common Stock available to Plan participants thereunder by 24,180,000 shares to an aggregate of 31,932,466 shares, and (ii) increase the maximum number of additional shares available for issuance pursuant to the annual evergreen increase from 10,000,000 shares to 73,750,000 shares.
The voting results on these proposals were as follows:
Proposal 1: Approval of Series B Nasdaq Conversion Proposal
|
Votes For |
Votes Against |
Abstentions |
|||
|
5,502,026 |
515,275 |
35,744 |
The proposal was approved.
Proposal 2: Approval of Plan Amendment Proposal
|
Votes For |
Votes Against |
Abstentions |
|||
|
5,089,862 |
951,598 |
11,585 |
The proposal was approved.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit Number |
Description |
|
10.1 |
Amended and Restated 2021 Omnibus Equity Incentive Plan, as amended |
|
104 |
Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. |
SAB Biotherapeutics Inc. published this content on September 26, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 26, 2025 at 20:46 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]