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): October 11, 2022 |
SAB BIOTHERAPEUTICS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-39871 |
85-3899721 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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2100 East 54th Street North |
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Sioux Falls, South Dakota |
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57104 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 605 679-6980 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common stock, $0.0001 par value per share |
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SABS |
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The NASDAQ Stock Market LLC |
Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share |
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SABSW |
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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 1.01 Entry into a Material Definitive Agreement.
On October 11, 2022, SAB Biotherapeutics, Inc. (the “Company”) entered into a Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Lease Agreement (as amended by the Fourth Amendment, the “Sanford Lease Agreement”) with Sanford Health, a South Dakota non-profit corporation ( the “Landlord”). The Fourth Amendment, among other things, reduces the Company’s leased area under the Sanford Lease Agreement to 21,014 square feet. The Fourth Amendment reduces the rent due under the Sanford Lease Agreement to $531,024 (the “Annual Rent”), payable in monthly installments of $44,252.
Additionally, pursuant to the Fourth Amendment, the Company and the Landlord agreed that for the period of October 1, 2022 to September 30, 2023, the Company’s obligation to pay the Annual Rent shall be abated and not required to be paid when normally due (the “Abated Rent”). In exchange for the Abated Rent, effective as of October 1, 2022, the Company issued to Landlord an 8% unsecured, convertible promissory note (the “October Note”).
Pursuant to the October Note, the Company shall pay the sum of $541,644 (the “Principal”) plus accrued and unpaid interest thereon on September 31, 2024 (the “Maturity Date”). Simple interest shall accrue on the outstanding Principal from and after the date of the October Note, and shall be payable on the Maturity Date. The Landlord shall have the right, but not the obligation, to convert all or any part of the outstanding Principal of the October Note, together with any accrued and unpaid interest thereon to the date of such conversion, into such number of fully paid and non-assessable shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at any time and from time to time, prior to the later of the Maturity Date and the date on which the October Note is paid in full, subject to certain restrictions, at a conversion price per share of Common Stock equal to greater of (x) $1.50 and (y) the price at which the Company sells shares of Common Stock in any bona fide private or public equity financing prior to the Maturity Date (the “Conversion Price”).
The foregoing description of the Fourth Amendment and the October Note does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fourth Amendment and the October Note, which are attached hereto as Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 of this Current Report on Form 8-K by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
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Description |
10.1 |
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104 |
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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.
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SAB Biotherapeutics, Inc. |
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Date: |
October 13, 2022 |
By: |
/s/ Eddie J. Sullivan |
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Eddie J. Sullivan |
FOURTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LEASE
AGREEMENT (this “Amendment”) is made as of October 11, 2022, by and between Sanford Health, a South Dakota non-profit corporation (“Landlord”), and SAB Biotherapeutics, Inc., a Delaware corporation (“Tenant”).
RECITALS
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:
Commencing as of October 1, 2022 and continuing through the effective period of the Lease, the annual rent amount for the Leased Premises shall be five hundred thirty-one thousand twenty-three dollars and seventy-eight cents ($531,023.78) payable in equal monthly installments of forty-four thousand two hundred fifty-one dollars and ninety-eight cents ($44,251.98). Thereafter, commencing January 1, 2023 and annually thereafter during the Term, the Annual Rent shall increase by the greater of two percent (2%) per annum or the increase in the Consumer Price Index – All Urban Consumers for the 12-month period, and shall be cumulative of the prior year’s Annual Rent. All sums payable hereunder by Tennant which are not paid when due shall bear
interest from the due date thereof to the date of payment at the rate of twelve percent (12%) per annum.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the day and year first above written.
LESSOR:
SANFORD HEALTH
By: /s/ David A. Pearce
Name: David A. Pearce
Title: President, Innovation, Research, and World Clinic
LESSEE:
SAB BIOTHERAPEUTICS, INC.
By: /s/ Eddie J. Sullivan
Name: Eddie Sullivan
Title: Chief Executive Officer
EXHIBIT A
The drawing above and table below summarises the Ft2 on the first floor at the Sanford Center.
Area |
Description |
Ft2 |
A |
Air Handler Room |
669 |
B |
Clean Room Area |
12,593 |
C |
Warehouse B |
741 |
D |
Lab benches |
3,579 |
E |
Centrifuges |
44 |
F |
QC |
917 |
G |
Refrigerator area |
150 |
H |
FAC |
10 |
Sum |
18703 |
The drawing above and table below summarizes the Ft2 on the second floor.
Area |
Description |
Ft2 |
A |
Cubicle Area |
832 |
B |
Offices + fireproof |
591 |
C |
Offices |
400 |
D |
Offices |
388 |
E |
File cabinets |
100 |
Sum |
2,311 |
The total ft2 in the building is 21,014.
ATTACHMENT 1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (C) AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.
8% UNSECURED CONVERTIBLE NOTE
$541,644.26 |
October 1, 2022 |
FOR VALUE RECEIVED, SAB Biotherapeutics, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of Sanford Health, a South Dakota non-profit corporation (the “Holder”), the sum of five hundred forty-one thousand six hundred forty-four dollars and twenty- six cents ($541,644.26 ) (the “Principal”), plus accrued and unpaid interest thereon on September 31, 2024 (the “Maturity Date”). The following terms shall apply to this Note:
“Notice of Conversion”) to the Company, which Notice of Conversion shall provide a breakdown in reasonable detail of the Principal, accrued and unpaid interest amounts being converted and the name of the entity to be issued the shares of Common Stock upon conversion. The date specified in the Notice of Conversion, or if no date is specified, then the date of the delivery of the Notice of Conversion, shall be referred to as the “Conversion Date.” A form of Notice of Conversion to be employed by the Holder is annexed hereto as Annex A.
securities subject to the conversion right immediately prior to such Fundamental Transaction. The foregoing provision shall similarly apply to successive Fundamental Transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the provisions of this Section 3.3 shall apply to such securities of such successor or purchaser after any such Fundamental Transaction.
and duly reflected in the Company’s financial statements; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as
carriers’, warehousemen’s and mechanics’ liens, statutory landlords’ liens, and other similar liens arising in the ordinary course of the Company’s business, and which (i) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated subsidiaries or (ii) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; and (c) Liens incurred in connection with indebtedness of up to ten million dollars ($10,000,000) in the aggregate.
Sanford Health [Address]
Attention:
Email:
SAB Biotherapeutics, Inc. SAB Biotherapeutics Inc. 2100 East 54th Street North Sioux Falls, SD 57104 Attention: Russ Beyer Email: russ@sab.bio
Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days after the letter containing the same is sent as aforesaid. Where a notice is sent by electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.
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IN WITNESS WHEREOF, this Note has been executed and delivered on the date specified above by the duly authorized representative of the Company.
SAB BIOTHERAPEUTICS, INC.
By: /s/ Eddie J. Sullivan
Name: Eddie Sullivan
Title: Chief Executive Officer