UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 1017, 2026

SAB BIOTHERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39871	85-3899721
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 W 41st St Suite 401
Miami Beach, Florida		33140
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 305 845-2813

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	SABS	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock	SABSW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.01 RegulationEntry FDinto Disclosurea Material Definitive Agreement.

On March 1017, 2026, SAB Biotherapeutics, Inc. (the “Company” or “SAB ~~BIO~~”) ~~issued~~entered ainto ~~press~~an ~~release~~underwriting ~~titled~~agreement (the “~~SAB~~Underwriting ~~BIO~~Agreement”) ~~Announces~~with ~~Additional~~Jefferies ~~Phase~~LLC, 1UBS ~~Data~~Securities ~~for~~LLC, ~~SAB-142~~Citigroup inCapital ~~Adult~~Markets, ~~Patients~~Inc. ~~with~~and ~~Established~~Barclays ~~Autoimmune~~Capital ~~Type~~Inc. 1(collectively, ~~Diabetes~~the “Representatives”) as the representatives of the several underwriters named therein (the “~~Release~~Underwriters”)., ~~The~~relating ~~Release~~to ~~announced~~an ~~additional~~underwritten ~~data~~offering ~~from~~(the “Offering”) of (i) 19,324,677 shares (the “Firm Shares”) of the Company’s ~~Phase~~common 1stock, ~~HUman~~$0.0001 ~~anti-thymocyte~~par ~~biologic~~value inper ~~first-in-MAN~~share (~~HUMAN~~the “Common Stock”), ~~clinical~~at ~~trial~~a price to the public of ~~SAB-142~~$3.85 Inper ~~addition~~Firm Share, ~~the~~and ~~Company~~(ii) ~~made~~pre-funded ~~available~~warrants ato ~~presentation~~purchase ~~that~~up ~~includes~~to ~~certain~~2,753,246 ~~information~~shares ~~regarding~~of Common Stock (the ~~Company’s~~“Pre-Funded ~~Phase~~Warrants”), 1and ~~HUman~~such ~~anti-thymocyte~~shares ~~biologic~~issuable inupon ~~first~~the exercise of the Pre-~~in-MAN~~Funded Warrants (~~HUMAN~~the “Warrant Shares”), ~~clinical~~at ~~trial~~a price to the public of ~~SAB-142~~$3.8499 Aper ~~copy~~Pre-Funded ofWarrant, which represents the ~~Release~~per ~~and~~share ~~the~~public ~~presentation~~offering ~~are~~price ~~furnished~~for ~~herewith~~the asFirm ~~Exhibits~~Shares ~~99.1~~less ~~and 99~~the $0.2,0001 ~~respectively,~~per toshare ~~this~~exercise ~~Current~~price ~~Report~~for oneach ~~Form~~such 8Pre-KFunded Warrant. The ~~presentation~~Company is also ~~available~~granted on the ~~investor~~Underwriters ~~relations~~a ~~section~~30-day ofoption ~~the~~to ~~Company’s~~purchase ~~website.~~up ~~Information~~to ~~contained~~an onadditional 3,311,688 shares of Common Stock (the ~~Company’s~~“Optional ~~website~~Shares”, isand ~~not~~together ~~incorporated~~with bythe ~~reference~~Firm ~~into~~Shares, ~~this~~the ~~Current~~“Shares”) ~~Report~~at onthe ~~Form~~public ~~8-K~~offering price, less underwriting discounts and ~~you~~commissions. ~~should~~All ~~not~~of ~~consider~~the ~~any~~Shares ~~information~~and ~~on,~~Pre-Funded orWarrants ~~that~~in ~~can~~the beOffering ~~accessed~~are ~~from,~~being sold by the Company’s. ~~website~~The asoffering ~~part~~is ofexpected ~~this~~to ~~Current~~close ~~Report~~ on ~~Form~~March ~~8-K~~19, 2026, subject to customary closing conditions.

The ~~information~~Company inestimates ~~this~~that ~~Item~~the ~~7.01,~~net ~~including~~proceeds ~~Exhibits~~from ~~99.1~~the ~~and~~Offering ~~99.2~~will ~~attached hereto, is being furnished and shall not~~ be ~~deemed~~approximately ~~“filed”~~$69.7 ~~for~~million ~~purposes~~(or of$81.7 ~~Section~~million 18if of the ~~Securities~~Underwriters ~~Exchange~~exercise ~~Act~~their ofoption ~~1934,~~to aspurchase ~~amended (~~the ~~“Exchange~~Optional ~~Act”~~Shares), orafter ~~otherwise~~deducting ~~subject~~underwriting todiscounts ~~the~~and ~~liabilities~~commissions ofand ~~that~~estimated ~~section,~~offering ~~nor~~expenses ~~shall~~payable ~~it be deemed incorporated~~ by ~~reference into any filing under~~ the ~~Securities Act of 1933~~Company, asassuming ~~amended,~~no orexercise of the ~~Exchange~~Pre-Funded ~~Act, except as expressly set forth by specific reference in such a filing~~Warrants.

The Shares will be issued pursuant to a shelf registration statement on Form S-3 (File No. 333-292482), as filed with the U.S. Securities and Exchange Commission (“SEC”) on December 29, 2025, which became effective on January 7, 2026, and a prospectus supplement, dated March 17, 2026, filed with the SEC on March 19, 2026.

The Underwriting Agreement contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing is only a brief description of the terms of the Underwriting Agreement and the Pre-Funded Warrants, does not purport to be a complete statement of the rights and obligations of the parties under the Underwriting Agreement or the Pre-Funded Warrants, as applicable, and the transactions contemplated thereby, and is qualified in its entirety by reference to the Underwriting Agreement and the form of Pre-Funded Warrant, which are filed as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.

A copy of the legal opinion of Dentons US LLP relating to the issuance and sale, as applicable, of the Shares, the Pre-Funded Warrants and the Warrant Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 8.01 Other Events.

OnPress ~~March~~Releases ~~10, 2026, the Company announced additional data from its Phase 1 HUman anti-thymocyte biologic~~ in ~~first-in-MAN~~Connection ~~(HUMAN) clinical trial of SAB-142. In the trial, the established T1D adult patient cohort demonstrated early signals of C-peptide preservation aligned~~ with the ~~anticipated~~Offering mechanism of action of SAB-142. In the T1D cohort (n=6), SAB-142 treated study participants (n=4) showed no decrease in C-peptide levels at Day 120 compared to baseline. The placebo study participant showed a decrease in C-peptide compared to the baseline. 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 established T1D patients (Stage 3 T1D diagnosis within 28-40 months at the time of randomization) had residual beta function (C-peptide >0.2 nmol/L) and at least one T1D autoantibody at baseline. Phase 1 study 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. Participants treated with SAB-142 (2.5 mg/kg) demonstrated preservation in C-peptide levels compared to baseline with mean values increasing above baseline by Day 120. In contrast, the placebo treated participant showed a decline in C-peptide consistent with the predicted rate of disease progression. For reference, the TN19 Placebo Cohort 1 is modeled using a historical C-peptide trajectory based on historical placebo arm from the TN19 study. By Day 120, SAB-142 shows divergence from both the study placebo arm and the TN19 modeled placebo cohort, supporting a pharmacodynamic effect consistent with the preservation of beta cell function in adult patients with established T1D.

~~Figure~~The 1:full ~~T1D~~text ~~Cohort~~of –each ~~MMTT~~of ~~C-Peptide~~the ~~Mean~~press ~~AUC~~releases ~~(nmoI/L)~~announcing /the ~~Min~~launch ±and ~~SEM~~pricing of the Offering are attached as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, and are incorporated herein by reference.

Note: Predicted decline was estimated using placebo MMTT C-peptide AUC data from TN19 (n=26), Weeks 48–96 (post-2 hour values masked). A linear slope (–0.6206) was applied to estimate the rate of decline: AUC_BL – (–0.6206 × [Study Day/7]). Source: Haller et al. Diabetes. 2019 Jun;68(6):1267-1276. MMTT = Mixed Meal Tolerance Test; AUC = Area Under the Curve; SEM = Standard Error the Mean.

Forward-Looking Statements

Certain statements made in this Current Report on Form 8-K and in the Release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “to be,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, including statements about the development and clinical trial results of the Company’s T1D program and other discovery programs.

These statements are based on the current expectations of SAB BIO and are not predictions of actual performance, and are not intended to serve as, and must not be relied on, by any investor as a guarantee, prediction, definitive statement, or an assurance, of fact or probability. These statements are only current predictions or expectations, and are subject to known and unknown risks, uncertainties and other factors which may be beyond our control. Actual events and circumstances are difficult or impossible to predict, and these risks and uncertainties may cause our or our industry’s results, performance, or achievements to be materially different from those anticipated by these forward-looking statements. A further description of risks and uncertainties can be found in the sections captioned “Risk Factors” in our most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q, as may be amended or supplemented from time to time, and other filings with or submissions to, the U.S. Securities and Exchange Commission. Except as otherwise required by law, SAB BIO disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events, or circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release issued by SAB Biotherapeutics, Inc. dated March 10, 2026 (furnished herewith).
1.1	Underwriting Agreement, dated March 17, 2026, by and between SAB Biotherapeutics, Inc. and Jefferies LLC, UBS Securities, LLC, Citigroup Global Markets Inc., and Barclays Capital Inc. as representatives of the several underwriters named therein.
99.2	Corporate Presentation dated March 10, 2026 (furnished herewith).
4.1	Form of Pre-Funded Warrant.
5.1	Opinion of Dentons US LLP.
23.1	Consent of Dentons US LLP (included as Exhibit 5.1).
99.1	Press Release issued by SAB Biotherapeutics, Inc. dated March 17, 2026.
99.2	Press Release issued by SAB Biotherapeutics, Inc. dated March 17, 2026.
104	Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SAB Biotherapeutics, Inc.
Date:	March 1019, 2026	By:	/s/ Samuel J. Reich
			Samuel J. ReichChief Executive Officer

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