EX-99.2 2 ex99-2.htm

 

Exhibit 99.2 

 

SAB Biotherapeutics, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

   September 30, 2021   December 31, 2020 
Assets          
Current assets          
Cash and cash equivalents  $10,750,762   $12,610,383 
Accounts receivable, net   10,213,217    20,569,497 
Prepaid expenses   943,574    1,275,134 
Total current assets   21,907,553    34,455,014 
           
Operating lease right-of-use assets   2,590,682    3,053,022 
Financing lease right-of-use assets   4,064,568    4,184,427 
Equipment, net   22,568,477    14,845,470 
Total assets  $51,131,280   $56,537,933 
           
Liabilities and Stockholders’ Equity          
Current liabilities          
Accounts payable  $4,122,602   $7,382,361 
Notes payable - current portion   24,143    538,731 
Operating lease liabilities, current portion   1,035,211    924,265 
Finance lease liabilities, current portion   180,243    194,717 
Due to related party   -    16,778 
Deferred grant income   100,000    100,000 
Accrued expenses and other current liabilities   5,009,099    1,904,878 
Total current liabilities   10,471,298    11,061,730 
           
Operating lease liabilities, noncurrent   1,753,527    2,372,777 
Finance lease liabilities, noncurrent   3,803,432    3,923,554 
Notes payable, noncurrent   25,013    172,037 
Total liabilities   16,053,270    17,530,098 
           
Commitments and contingencies (Note 14)          
           
Stockholders’ equity          
Series A Preferred stock; $0.0001 par value; 6,615,000 shares designated, issued and outstanding at September 30, 2021 and December 31, 2020; liquidation preference of $6,615,000 at September 30, 2021 and December 31, 2020   662    662 
Series A-1 Preferred stock; $0.0001 par value; 2,525,800 shares designated, issued, and outstanding at September 30, 2021 and December 31, 2020; liquidation preference of $4,752,040 at September 30, 2021 and December 31, 2020   253    253 
Series A-2 Preferred stock; $0.0001 par value; 4,039,963 shares designated, issued, and outstanding at September 30, 2021 and December 31, 2020; liquidation preference of $12,119,889 at September 30, 2021 and December 31, 2020   404    404 
Series A-2A Preferred stock; $0.0001 par value; 3,333,333 shares designated, issued, and outstanding at September 30, 2021 and December 31, 2020; liquidation preference of $9,999,999 at September 30, 2021 and December 31, 2020   333    333 
Series B Preferred stock; $0.0001 par value; 8,571,429 shares designated at September 30, 2021 and December 31, 2020; 4,090,540 shares issued and outstanding at September 30, 2021 and December 31, 2020; liquidation preference of $14,316,890 at September 30, 2021 and December 31, 2020   409    409 
Common stock; $0.0001 par value; 110,000,000 shares designated at September 30, 2021 and December 31, 2020; 35,216,000 shares issued and outstanding at September 30, 2021 and December 31, 2020   3,522    3,522 
Additional paid-in capital   52,649,882    50,986,672 
Accumulated deficit   (17,577,455)   (11,984,420)
Total stockholders’ equity   35,078,010    39,007,835 
           
Total liabilities and stockholders’ equity  $51,131,280   $56,537,933 

 

See accompanying notes to the condensed consolidated financial statements.

 

 

 

 

SAB Biotherapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

 

   Nine Months Ended September 30, 
   2021   2020 
Revenue        
Grant revenue  $49,817,825   $29,482,614 
Total revenue   49,817,825    29,482,614 
Operating expenses          
Research and development   46,535,671    12,601,333 
General and administrative   9,331,125    4,907,306 
Total operating expenses   55,866,796    17,508,639 
(Loss) income from operations   (6,048,971)   11,973,975 
           
Other income   669,549    3,630 
Interest expense   (228,184)   (325,789)
Interest income   14,571    21,283 
Net (loss) income  $(5,593,035)  $11,673,099 
           
Earnings (loss) per common share attributable to the Corporation’s shareholders          
Basic (loss) earnings per common share  $(0.16)  $0.22 
Diluted (loss) earnings per common share  $(0.16)  $0.20 
           
Weighted-average common shares outstanding - basic   35,216,000    35,216,000 
Weighted-average common shares outstanding - diluted   35,216,000    58,496,676 

 

See accompanying notes to the condensed consolidated financial statements.

 

 

 

 

SAB Biotherapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes In Redeemable Preferred Stock and Stockholders’ Equity

(Unaudited)

 

   Stockholders’ Equity 
   Series A Preferred Stock   Series A-1 Preferred Stock   Series A-2 Preferred Stock   Series A-2A Preferred Stock   Series B Preferred Stock   Common Stock   Additional Paid-In   Accumulated   Total Stockholders’ 
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
Balance at December 31, 2020   6,615,000   $662    2,525,800   $253    4,039,963   $404    3,333,333   $333    4,090,540   $409    35,216,000   $3,522   $50,986,672   $(11,984,420)  $39,007,835 
Stock-based compensation   -    -    -    -         -    -    --    -    -    -    -    1,663,210    -    1,663,210 
Net loss   -    -    -    -         -    -    --    -    -    -    -    -    (5,593,035)   (5,593,035)
Balance at September 30, 2021  6,615,000   $662    2,525,800   $253    4,039,963   $404    3,333,333   $333    4,090,540   $409    35,216,000   $3,522   $52,649,882   $(17,577,455)  $35,078,010 

 

    Redeemable Preferred Stock                                                                                            
    Series A-2A Redeemable Preferred Stock     Series A Preferred Stock     Series A-1 Preferred Stock     Series A-2 Preferred Stock     Series A-2A Preferred Stock     Series B Preferred Stock     Common Stock     Additional Paid-In     Accumulated     Total Stockholders’  
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital     Deficit     Equity  
                                                                                                       
Balance at December 31, 2019     3,333,333     $ 9,999,999       6,615,000     $ 662       2,525,800     $ 253       4,039,963     $ 404       -     $ -       1,236,786     $ 124       35,216,000     $ 3,522     $ 29,791,662     $ (32,102,193 )   $ (2,305,566 )
Issuance of preferred stock in private offerings, net of issuance costs of $87,949     -       -       -       -       -       -       -       -       -       -       2,853,754       285       -       -       9,899,920       -       9,900,205  
Stock-based compensation     -       -       -       -       -       -       -       -       -       -       -       -       -       -       1,040,776       -       1,040,776  
Termination of redemption feature     (3,333,333 )     (9,999,999 )     -       -       -       -       -       -       3,333,333       333       -       -       -       -       9,999,666       -       9,999,999  
Net income     -       -       -       -       -       -       -       -       -       -       -       -       -       -       -       11,673,099       11,673,099  
Balance at September 30, 2020     -     $ -       6,615,000     $ 662       2,525,800     $ 253       4,039,963     $ 404       3,333,333     $ 333       4,090,540     $ 409       35,216,000     $ 3,522     $ 50,732,024     $ 20,429,094     $ 30,308,513  

 

See accompanying notes to the condensed consolidated financial statements.

 

 

 

 

SAB Biotherapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   Nine Months Ended September 30, 
   2021   2020 
Cash flows from operating activities:          
Net (loss) income  $(5,593,035)  $11,673,099 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:          
Gain on extinguishment of PPP Loan   (661,612)   - 
Depreciation and amortization   868,630    223,888 
Amortization of right-of-use assets   123,777    123,777 
Stock-based compensation expense   1,663,210    1,040,776 
Gain on sale of equipment   (5,488)   (2,252)
Changes in operating assets and liabilities          
Accounts receivable   10,356,280    (8,009,864)
Prepaid expenses   331,559    56,414 
Right-of-use assets - operating lease   (45,964)   171,908 
Due to related party   (2,727)   4,914 
Accounts payable   (3,273,848)   (193,554)
Accrued expenses and other current liabilities   3,104,260    384,272 
Net cash provided by operating activities   6,865,042    5,473,378 
           
Cash flows from investing activities:          
Purchases of equipment   (8,581,735)   (7,371,717)
Net cash used in investing activities   (8,581,735)   (7,371,717)
           
Cash flows from financing activities:          
Proceeds from sale of preferred stock, net of debt issuance costs   -    9,900,205 
Proceeds from PPP Loan   -    661,612 
Payments of notes payable   -    (1,373,846)
Principal payments on finance leases   (142,928)   (129,495)
Net cash (used in) provided by financing activities   (142,928)   9,058,476 
Net (decrease) increase in cash and cash equivalents   (1,859,621)   7,160,137 
           
Cash and cash equivalents          
Beginning of period   12,610,383    6,345,969 
End of period  $10,750,762   $13,506,106 
           
Supplemental disclosures          
Cash paid for interest  $228,184   $329,369 
Supplemental information on non-cash investing and financing activities:          
Right-of-use assets obtained in exchange for operating lease liabilities  $260,682   $993,622 

 

See accompanying notes to the condensed consolidated financial statements.

 

 

 

 

SAb Biotherapeutics, Inc. and subsidiaries

 

Notes to CONDENSED consolidated financial statements (UNAUDITED)

 

(1) Nature of Business and Basis of Presentation

 

Nature of Business

 

SAB Biotherapeutics, Inc. (“SAB” or the “Corporation”) is a clinical-stage biopharmaceutical company focused on the development and commercialization of a portfolio of products from its proprietary immunotherapy platform to produce fully targeted human polyclonal antibodies, without using human plasma or serum. SAB’s novel DiversitAb™ platform enables the rapid production of large amounts of targeted human polyclonal antibodies, leveraging transchromosomic cattle (Tc Bovine™) that have been genetically designed to produce human antibodies (immunoglobulin G) rather than bovine in response to an antigen. Animal antibodies have been made in rabbits, sheep and horses. However, SAB’s platform is the first to produce fully human antibodies in large animals.

 

The COVID-19 pandemic continues to evolve, and the extent to which it may impact the Corporation’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States (“U.S.”) and other countries, business closures or business disruptions, and the effectiveness of actions taken in the U.S. and other countries to contain and treat the disease. The Corporation is following, and will continue to follow, recommendations from the U.S. Centers for Disease Control and Prevention, as well as federal, state, and local governments. To date, the Corporation has not experienced material business disruptions, but it cannot be certain of the future impact of the COVID-19 pandemic on its business and condensed consolidated financial statements.

 

Basis of Presentation

 

The condensed consolidated financial statements included in this report are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and U.S. Securities and Exchange Commission (“SEC”) regulations. The condensed consolidated balance sheet data as of December 31, 2020 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, these condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the Corporation’s financial position as of September 30, 2021, and its results of operations, statement of changes in redeemable preferred stock and stockholders’ equity and cash flows for the nine months ended September 30, 2021 and 2020. The condensed consolidated financial statements for the nine months ended September 30, 2021 should be read in conjunction with the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021. The results of operations for any interim period are not necessarily indicative of results for the full year.

 

(2) Summary of Significant Accounting Policies

 

The Corporation’s significant accounting policies are disclosed in the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021. Since the date of such audited consolidated financial statements, there have been no changes to the Corporation’s significant accounting policies, except as disclosed in Note 3, New Accounting Standards, below.

 

 

 

 

(3) New accounting standards

 

Recently-adopted standards

 

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes (“ASC 740”) and by clarifying and amending existing ASC 740 guidance. The guidance was effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption was permitted. The Corporation adopted the guidance as of January 1, 2021. The adoption did not have a material impact on the Corporation’s condensed consolidated financial statements.

 

Standards issued not yet adopted

 

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing major separation models required under current GAAP. The guidance removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for such exception and simplifies the diluted earnings per share calculation in certain areas. The guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted in annual reporting periods ending after December 15, 2020. The Corporation is currently evaluating its adoption of the guidance and the impact that the guidance may have on its consolidated financial statements. The Corporation believes that the adoption of the guidance will not have a material impact on its consolidated financial statements.

 

(4) Merger

 

On June 21, 2021, the Corporation entered into an Agreement and Plan of Merger, as amended August 12, 2021 (as it may be amended or restated from time to time, the “Business Combination Agreement”) with Big Cypress Acquisition Corp. (“BCYP”) and Big Cypress Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of BCYP providing for, among other things, and subject to the terms and conditions therein, a business combination between the Corporation and BCYP pursuant to the proposed merger of Merger Sub with and into the Corporation, with the Corporation continuing as the surviving entity (the “Merger”). The Merger and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

 

At the effective time of the Merger, and in accordance with the terms and subject to the conditions of the Business Combination Agreement:

 

  Each outstanding share of the Corporation’s Common Stock and the Corporation’s Preferred Stock will be automatically cancelled, extinguished and converted into a number of shares of New SAB Biotherapeutics Common Stock, based on the Corporation’s Equity Value and a conversion rate of $10.10;
     
  The holders of shares of the Corporation’s Common Stock and Preferred Stock will be entitled to receive their pro rata share of New SAB Biotherapeutics Common Stock being issued into escrow (the “Earnout Escrow Account”) at the closing (the “Earnout Shares”), which will be released if certain conditions are met within a five-year period following the closing of the Business Combination (the “Earnout Period”), pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement and the Earnout Escrow Agreement; and
     
  Each outstanding vested and unvested option to purchase shares of the Corporation’s Common Stock will be canceled in exchange for a comparable option to purchase shares of New SAB Biotherapeutics Common Stock based on the equity value of SAB Biotherapeutics and based on a conversion rate of $10.10. In addition, the holders of such options shall also receive restricted stock units (the “Earnout RSUs”) which final number will be determined prior to closing based on the pro rata percentage that the Corporation’s options represent compared to the fully diluted share capital of SAB Biotherapeutics prior to closing. Each Earnout RSU will be settled in shares of New SAB Biotherapeutics Common Stock, subject to the same milestones applicable to the Earnout Shares.

 

The total maximum number of Earnout Shares and shares underlying the Earnout RSUs will be equal to 12,000,000 additional shares of New SAB Biotherapeutics Common Stock in the aggregate.

 

 

 

 

For purposes herein and the Business Combination Agreement, the Corporation’s equity value is deemed to be an agreed upon amount equal to $300 million.

 

Please refer to Note 15, Subsequent Events, for additional information on the Merger.

 

(5) Revenue

 

The Corporation received approximately 100% and 92% of its total revenue through grants from government organizations for the nine months ended September 30, 2021 and 2020, respectively, and approximately 0% and 8% of its total revenue through a grant from a non-government organization for the nine months ended September 30, 2021 and 2020, respectively. To date, no receivables have been written off.

 

For the nine months ended September 30, 2021 and 2020, the Corporation worked on the following grants:

 

Government grants

 

The total revenue for government grants was approximately $49.8 million and $27.1 million, respectively, for the nine months ended September 30, 2021 and 2020, respectively.

 

National Institute of Health – National Institute of Allergy and Infectious Disease (“NIH-NIAID”) (Federal Award #1R44AI117976-01A1) – this grant was for $1.4 million and started in September 2019 through August 2021. For the nine months ended September 30, 2021 and 2020, there was approximately $457,000 and $219,000, respectively, in grant income recognized from this grant. The Corporation applied for an extension on the grant funding, which is pending approval. If approved, there is approximately $243,000 in funding remaining for this grant.

 

NIH-NIAID (Federal Award #1R41AI131823-02) – this grant was for approximately $1.5 million and started in April 2019 through March 2021. The grant was subsequently amended to extend the date through March 2022. For the nine months ended September 30, 2021 and 2020, approximately $41,000 and $86,000, respectively, in grant income was recognized from this grant. Approximately $853,000 in funding remains for this grant.

 

NIH-NIAID through Geneva Foundation (Federal Award #1R01AI132313-01, Subaward #S-10511-01) – this grant was for approximately $2.7 million and started in August 2017 through July 2021. For the nine months ended September 30, 2021 and 2020, there was approximately $72,000 and $248,000, respectively, in grant income recognized from this grant. The Corporation applied for an extension on the grant funding, which is pending approval. If approved, there is approximately $1.5 million in funding remains for this grant.

 

Department of Defense, Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense Enabling Biotechnologies (“JPEO”) through Advanced Technology International – this grant was for a potential of $25 million, awarded in stages starting in August 2019 and with potential stages running through February 2023. Additional contract modifications were added to this contract in 2020 for work on a COVID therapeutic, bringing the contract total to $143 million. In September 2021, an additional modification for $60.5 million was added to this contract for advanced clinical development through licensure and commercial manufacturing, bringing the contract total to $204 million. For the nine months ended September 30, 2021 and 2020, approximately $49.2 million and $26.5 million, respectively, in grant income was recognized from this grant. Approximately $100.1 million in funding remains for this grant.

 

Other grants (non-government)

 

The Corporation recorded no revenue for other grants (non-government) for the nine months ended September 30, 2021. The total revenue for other grants (non-government) was $2.4 million for the nine months ended September 30, 2020.

 

CSL Behring – there were three contracts for a combined $2.4 million that were started and completed in 2020. These contracts were related to research and development for a COVID-19 therapeutic ($2 million) and two other targets ($400,000). For the nine months ended September 30, 2020, there was approximately $2.4 million in grant income recognized from this grant.

 

 

 

 

(6) Earnings (loss) per share

 

Since the Corporation reported a net loss for the nine months ended September 30, 2021, it was required by ASC 260 to use basic weighted-average common shares outstanding when calculating diluted net loss per share for the nine months ended September 30, 2021, as the potential common shares are antidilutive. In addition, since the Corporation reported a loss from operations for the nine months ended September 30, 2021, the shares of preferred stock were not deemed to be participating securities for the nine months ended September 30, 2021, pursuant to ASC 260. The Corporation’s participating securities contractually entitle the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in losses of the Corporation.

 

Net loss attributable to the Corporation’s shareholders  $5,593,035 
Weighted-average common shares outstanding - basic and diluted   35,216,000 
Loss per common share - basic and diluted  $(0.16)

 

Options to purchase 10,062,381 shares of common stock and 20,604,636 shares of preferred stock were outstanding for the nine months ended September 30, 2021 but were not included in the computation of diluted net loss per share because their impact was antidilutive.

 

The following table sets forth the allocation of net income attributable to the Corporation’s shareholders for the nine months ended September 30, 2020 under the two-class method:

 

Net income attributable to the Corporation’s shareholders  $11,673,099 
Net income attributable to the Corporation’s shareholders applicable to preferred stock   4,080,661 
Net income attributable to the Corporation’s shareholders applicable to common stock  $7,592,438 

 

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings per share (“EPS”) to the weighted-average common shares outstanding used in the calculation of diluted EPS for the nine months ended September 30, 2020:

 

Determination of shares:    
Weighted-average common shares outstanding – basic   35,216,000 
Assumed conversion of preferred stock   18,927,326 
Dilutive effect of equity awards   4,353,350 
Weighted-average common shares outstanding – diluted   58,496,676 

 

The following table presents the calculation of basic and diluted EPS for the Corporation’s common stock for the nine months ended September 30, 2020:

 

Calculation of basic EPS attributable to the Corporation’s shareholders    
Net income attributable to the Corporation’s shareholders applicable to common stock  $7,592,438 
Weighted-average common shares outstanding – basic   35,216,000 
Basic EPS  $0.22 

 

Calculation of diluted EPS attributable to the Corporation’s shareholders    
Net income attributable to the Corporation’s shareholders  $11,673,099 
Weighted-average common shares outstanding – diluted   58,496,676 
Diluted EPS  $0.20 

 

 

 

 

(7) Equipment

 

As of September 30, 2021 and December 31, 2020, equipment was as follows:

 

   September 30, 2021   December 31, 2020 
Laboratory equipment  $6,997,964   $5,205,346 
Animal facility   6,267,498    3,371,125 
Animal facility equipment   1,197,366    1,003,629 
Construction-in-progress   4,922,079    6,729,673 
Leasehold improvements   5,605,847    185,971 
Vehicles   135,593    96,693 
Office furniture and equipment   46,202    20,219 
    25,172,549    16,612,656 
           
Less: accumulated depreciation and amortization   2,604,072    1,767,186 
           
   $22,568,477   $14,845,470 

 

Depreciation and amortization expense for the nine months ended September 30, 2021 and 2020 was $868,630 and $223,888, respectively.

 

The Corporation has several ongoing construction projects related to the expansion of its operating capacity. As of September 30, 2021 and December 31, 2020, the Corporation’s construction-in-progress was as follows:

 

   September 30, 2021   December 31, 2020 
200L commercial facility  $-   $4,148,113 
200L commercial facility, equipment   1,658,189    486,381 
New animal barn (#6)   -    1,551,167 
New animal barn (#7)   2,093,263    - 
New office space (at Headquarters)   -    477,907 
New laboratory space (at Headquarters)   922,077    - 
New laboratory space, equipment   60,448    - 
Software   137,811    - 
Other   50,291    66,105 
Total construction-in-progress  $4,922,079   $6,729,673 

 

Construction on the 200L commercial facility was completed in September 2021. As of September 30, 2021, validation of the 200L commercial facility equipment was still in progress and expected delivery and installation of the equipment is expected to be complete by December 31, 2021. Construction of the first new animal barn (#6) was completed in July 2021, and the second new animal barn (#7) is expected to be complete by December 31, 2021. Construction of the new office space (at Headquarters) was completed in August 2021. The new laboratory space (at Headquarters) is expected to be complete by December 31, 2021. Expected delivery, installation, and validation of equipment for the new laboratory space (at Headquarters) is expected to be complete in the first quarter of 2022. The installation and programming of the new ERP software (SAP) is expected to be complete in the third quarter of 2022.

 

 

 

 

(8) Leases

 

The Corporation’s leases are disclosed in the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021.

 

The Corporation’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of September 30, 2021 were as follows:

   Operating   Finance 
Weighted-average remaining lease term   2.66 years    16.98 years 
Weighted-average discount rate   4.74%   7.70%

 

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 sheet as of September 30, 2021:

 

   Operating   Finance 
2021 (remaining three months)  $285,481   $128,861 
2022   1,138,368    449,159 
2023   1,067,594    406,339 
2024   467,968    401,496 
2025   -    401,496 
Thereafter   -    5,185,990 
Undiscounted future minimum lease payments   2,959,411    6,973,341 
Less: Amount representing interest          
Payments   (170,673)   (2,989,666)
Total lease liabilities   2,788,738    3,983,675 
Less current portion   (1,035,211)   (180,243)
Noncurrent lease liabilities  $1,753,527   $3,803,432 

 

Operating lease expense was approximately $789,000 and $491,000, respectively, for the nine months ended September 30, 2021 and 2020. Operating lease costs are included within research and development expenses on the condensed consolidated statements of operations.

 

Finance lease costs for the nine months ended September 30, 2021 and 2020 included approximately $124,000, for each period, in right-of-use asset amortization and approximately $228,000 and $232,000, respectively, of interest expense. Finance lease costs are included within research and development expenses on the condensed consolidated statements of operations.

 

Cash payments under operating and finance leases were approximately $836,000 and $372,000, respectively, for the nine months ended September 30, 2021. Cash payments under operating and finance leases were approximately $338,000 and $362,000, respectively, for the nine months ended September 30, 2020.

 

(9) Accrued Expenses and Other Current Liabilities

 

As of September 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following:

 

  

September 30,

2021

  

December 31,

2020

 
Accrued vacation  $673,541   $438,936 
Accrued payroll   208,105    314,451 
Accrued construction-in-progress   87,926    637,776 
Accrued supplies   1,261,696    301,989 
Accrued contract manufacturing   1,709,964    - 
Accrued clinical trial expense   338,802    - 
Accrued outside lab services   85,764    - 
Accrued professional services   470,476    120,744 
Accrued animal care expense   128,028    - 
Other accrued expenses   44,797    90,982 
           
   $5,009,099   $1,904,878 

 

 

 

 

(10) Debt

 

As of September 30, 2021 and December 31, 2020, debt was as follows:

 

  

September 30,

2021

   December 31, 2020 
Tractor loan  $49,156   $49,156 
PPP loan   -    661,612 
Total debt   49,156    710,768 
           
Less: current portion of debt   24,143    538,731 
           
Long-term debt, net  $25,013   $172,037 

 

In March 2021, the U.S. Small Business Administration (“SBA”) approved the forgiveness of the Paycheck Protection Program (“PPP”) Loan, plus accrued interest. The Corporation recorded a gain on extinguishment of PPP Loan of $661,612 for the forgiveness of the PPP Loan within other income on the condensed consolidated statement of operations for the nine months ended September 30, 2021.

 

Please refer to the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021 for additional information on the Corporation’s debt.

 

(11) Stock Option Plan

 

On August 5, 2014, the Corporation approved a stock option grant plan (the “Plan”) for employees, directors, and non-employee consultants, which provides for the issuance of options to purchase common stock. The total shares authorized under the plan was originally 8,000,000; however, during 2019, the Plan was amended to increase the total shares authorized under the plan to 16,000,000.

 

Vesting of the stock options is based upon years of service (employment). As of September 30, 2021 and December 31, 2020, 7,896,284 and 6,882,575 stock options, respectively, were vested and exercisable. None of the vested stock options were exercised as of September 30, 2021 and December 31, 2020. As of September 30, 2021, the aggregate intrinsic value of stock options outstanding was $41,291,069, of which $7,209,646 was unvested and $34,081,423 was vested and exercisable.

 

The Corporation uses the Black Scholes model to estimate the fair value of the stock options granted. For stock options granted for the nine months ended September 30, 2021 and 2020, the Corporation utilized the following weighted-average assumptions: A risk free interest rate of 0.14% and 0.13%, respectively; expected term of 6.25 years (both years); expected dividend yield of 0% (both years); and a volatility factor of 99.7% and 106.1%, respectively. There were 651,527 in stock options forfeitures for the nine months ended September 30, 2021. There were no stock option expirations for the nine months ended September 30, 2021, and no stock option forfeitures or stock option expirations for the nine months ended September 30, 2020.

 

The expected term of the stock options was estimated using the “simplified” method, as defined by the Securities and Exchange Commission’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 Corporation 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 Corporation’s history and expectation of dividend payouts. The Corporation has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore, the Corporation has assumed no dividend yield for purposes of estimating the fair value of the options.

 

 

 

 

Stock option activity for employees and non-employees under the Plan for the nine months ended September 30, 2021 was as follows:

 

       Weighted Average   Weighted Average 
   Options   Fair Value   Exercise Price 
             
Balance, December 31, 2020   8,815,992   $0.62   $0.60 
Granted   1,897,916   $2.43   $1.78 
Forfeited   (651,527)  $1.09   $1.04 
Balance, September 30, 2021   10,062,381   $0.93   $0.79 
Unvested at September 30, 2021   2,166,097   $1.94   $1.51 
Vested and exercisable at September 30, 2021   7,896,284   $0.54   $0.52 

 

Total unrecognized compensation cost related to non-vested stock options as of September 30, 2021 was approximately $4.2 million and is expected to be recognized within future operating results over a weighted-average period of 2.34 years. As of September 30, 2021, the weighted-average contractual term of the options outstanding was approximately 5.68 years. As of September 30, 2021, the weighted-average contractual term of the vested options was approximately 4.74. For the nine months ended September 30, 2021 and 2020, 837,319 shares and 791,367 shares, respectively, vested.

 

Stock-based compensation expense for the nine months ended September 30, 2021 and 2020 was as follows:

 

  

Nine Months Ended

September 30, 2021

  

Nine Months Ended

September 30, 2020

 
         
Research and development  $726,245   $491,092 
General and administrative   936,965    549,684 
           
Total  $1,663,210   $1,040,776 

 

(12) Income Taxes

 

The tax provision for interim periods is determined using the estimated annual effective consolidated tax rate, based on the current estimate of full-year earnings before taxes, adjusted for the impact of discrete quarterly items.

 

The provision for income taxes was $0 for each of the nine months ended September 30, 2021 and 2020, and the effective tax rate for each of the nine months ended September 30, 2021 and 2020 was 0%. The Corporation continues to maintain a full valuation allowance on its net deferred tax assets. The Corporation has not recognized any reserves for uncertain tax positions.

 

Please refer to the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021 for additional information on the Corporation’s income taxes.

 

(13) Related Party Transactions

 

The Corporation’s related party transactions are disclosed in the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021. Since the date of such audited consolidated financial statements, there have been no significant changes to the Corporation’s related party transactions.

 

For the nine months ended September 30, 2021 and 2020, the Corporation paid consulting fees to a board member, Christine Hamilton, who is also an owner, of $19,000 and $19,000, respectively.

 

 

 

 

For the nine months ended September 30, 2020, the Corporation paid Network Plus, LLC (owner is the spouse of an employee) approximately $19,000 for IT assistance and computer setups. The spouse became an employee of the Corporation in July 2020, and there was no further activity with this vendor.

 

For the nine months ended September 30, 2021 and 2020, the Corporation made lease payments to Dakota Ag Properties of approximately $301,000 (for each period). Dakota Ag Investments (part of Dakota Ag Properties) is a shareholder and owner of the Corporation.

 

For the nine months ended September 30, 2021 and 2020, the Corporation made lease payments and lab supply payments to Sanford Health (which is a shareholder of the Corporation) totaling approximately $589,000 and $435,000, respectively.

 

For the nine months ended September 30, 2020, the Corporation made payments of approximately $1.4 million to Christiansen Land and Cattle, Ltd. (“CLC”), who are owners, members of the board of directors, and employees of the Corporation, in accordance with the loan agreement the Corporation had entered into with CLC. In July 2020, the note payable was paid in full.

 

(14) Commitments and Contingencies

 

The Corporation is not involved in any legal proceedings, investigations and claims which are expected to have a material adverse effect on its financial condition, results of operations or liquidity.

 

In April 2021, the Corporation entered into agreements that included other commitments of $4.5 million.

 

A description of the joint development agreement that the Corporation entered into in June 2019 is disclosed in the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021. As of September 30, 2021, as a result of the Corporation’s work around SARS-2 and the JPEO contract (please refer to Note 5, Revenue, for additional information), this project remains on hold.

 

(15) Subsequent Events

 

In the preparation of the Corporation’s condensed consolidated financial statements, the Corporation completed an evaluation of the impact of subsequent events through November 22, 2021, which represents the date these condensed consolidated financial statements were available for issuance.

 

On October 22, 2021 (the “Closing Date”), the Corporation consummated the Business Combination, pursuant to the terms of the agreement and plan of merger, dated as of June 21, 2021 and as amended on August 12, 2021 by the first amendment to the Business Combination Agreement with BCYP and Merger Sub.

 

Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into the Corporation, with the Corporation as the surviving company in the Merger, and, after giving effect to such Merger, the Corporation was renamed SAB Sciences, Inc. and became a wholly-owned subsidiary of BCYP and (ii) BCYP changed its name to “SAB Biotherapeutics, Inc.” (“New SAB”).

 

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of the Corporation’s Common Stock and the Corporation’s Preferred Stock outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $0.0001 per share, of New SAB based on the agreed upon Corporation’s equity value of $300 million (the “Equity Value”) and a conversion rate of $10.10; (ii) each outstanding vested and unvested option to purchase shares of the Corporation’s Common Stock was exchanged for a comparable option to purchase New SAB Common Stock, based on the Equity Value and a conversion rate of $10.10; and (iii) holders of vested options to purchase shares of the Corporation’s common stock received, in the aggregate, 1,507,124 restricted stock units (the “Earnout RSUs”) related to shares of New SAB Common Stock. Additionally, holders of the Corporation’s Common Stock and the Corporation’s Preferred Stock are entitled to receive their pro rata share of the shares of New SAB Common Stock that were issued into escrow at the Closing (the “Earnout Shares”) which will be released if certain conditions are met within the five-year period following the Closing (the “Earnout Period”). The total number of Earnout Shares and shares underlying the Earnout RSUs equaled 12,000,000 shares of New SAB Common Stock, in the aggregate.

 

No fraction of a share of New SAB Common Stock was issued at the Closing, and each person who was otherwise entitled to a fraction of a share of New SAB Common Stock (after aggregating all fractional shares of New SAB Common Stock that otherwise would be received by such holder) received the number of shares of New SAB Common Stock rounded in the aggregate to the nearest whole share of New SAB Common Stock.