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    SEC Form SCHEDULE 13G filed by SAB Biotherapeutics Inc.

    10/3/25 4:05:22 PM ET
    $SABS
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $SABS alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    SAB BIOTHERAPEUTICS, INC.

    (Name of Issuer)


    Common Stock, $0.0001 par value per share

    (Title of Class of Securities)


    78397T202

    (CUSIP Number)


    09/26/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox not checked   Rule 13d-1(b)
    Checkbox checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    78397T202


    1Names of Reporting Persons

    Commodore Capital LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    4,522,977.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    4,522,977.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    4,522,977.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.9 %
    12Type of Reporting Person (See Instructions)

    IA, PN


    SCHEDULE 13G

    CUSIP No.
    78397T202


    1Names of Reporting Persons

    Commodore Capital Master LP
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    CAYMAN ISLANDS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    4,522,977.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    4,522,977.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    4,522,977.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.9 %
    12Type of Reporting Person (See Instructions)

    PN


    SCHEDULE 13G

    CUSIP No.
    78397T202


    1Names of Reporting Persons

    Robert Egen Atkinson
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    4,522,977.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    4,522,977.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    4,522,977.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.9 %
    12Type of Reporting Person (See Instructions)

    HC, IN


    SCHEDULE 13G

    CUSIP No.
    78397T202


    1Names of Reporting Persons

    Michael Kramarz
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    4,522,977.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    4,522,977.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    4,522,977.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    9.9 %
    12Type of Reporting Person (See Instructions)

    HC, IN


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    SAB BIOTHERAPEUTICS, INC.
    (b)Address of issuer's principal executive offices:

    777 W 41st St, Suite 401, Miami Beach, Florida 33140.
    Item 2. 
    (a)Name of person filing:

    Commodore Capital LP Commodore Capital Master LP Robert Egen Atkinson Michael Kramarz Each a "Filer."
    (b)Address or principal business office or, if none, residence:

    The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022. The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
    (c)Citizenship:

    See Item 4 of the cover page for each Filer.
    (d)Title of class of securities:

    Common Stock, $0.0001 par value per share
    (e)CUSIP No.:

    78397T202
    Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
    (a)Checkbox not checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox not checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox not checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)Checkbox not checked   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
           please specify the type of institution:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Item 4.Ownership
    (a)Amount beneficially owned:

    See Item 9 of the cover page for each Filer. This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of September 26, 2025, the Firm may be deemed to beneficially own an aggregate of 4,522,977 shares of Common Stock, $0.0001 par value per share (the "Common Stock"), of SAB Biotherapeutics, Inc. (the "Issuer"), consisting of (i) 4,401,500 shares of Common Stock issued to Commodore Master upon the conversion of Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), following stock approval at a special meeting of stockholders held on September 26, 2025 and (ii) 121,477 shares of Common Stock issuable upon the conversion of Series B Preferred Stock, which is subject to a beneficial ownership limitation of 9.99% (the "Ownership Blocker"). The foregoing excludes (i) 6,897,023 shares of Common Stock issuable upon the conversion of Series B Preferred Stock, which is subject to the Ownership Blocker, (ii) 11,420,000 shares of Common Stock issuable upon the conversion of Series B Preferred Stock underlying certain enrollment warrants, which is subject to the Ownership Blocker, and (iii) 5,710,000 shares of Common Stock issuable upon the conversion of Series B Preferred Stock underlying certain release warrants, which is subject to the Ownership Blocker. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 45,108,294 shares of Common Stock reported as issued and outstanding by the Issuer to the Filers.
    (b)Percent of class:

    Commodore Capital LP - 9.9% Commodore Capital Master LP - 9.9% Robert Egen Atkinson - 9.9% Michael Kramarz - 9.9%
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    Commodore Capital LP - 0 Commodore Capital Master LP - 0 Robert Egen Atkinson - 0 Michael Kramarz - 0

     (ii) Shared power to vote or to direct the vote:

    Commodore Capital LP - 4,522,977.00 Commodore Capital Master LP - 4,522,977.00 Robert Egen Atkinson - 4,522,977.00 Michael Kramarz - 4,522,977.00

     (iii) Sole power to dispose or to direct the disposition of:

    Commodore Capital LP - 0 Commodore Capital Master LP - 0 Robert Egen Atkinson - 0 Michael Kramarz - 0

     (iv) Shared power to dispose or to direct the disposition of:

    Commodore Capital LP - 4,522,977.00 Commodore Capital Master LP - 4,522,977.00 Robert Egen Atkinson - 4,522,977.00 Michael Kramarz - 4,522,977.00

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
     
    Not Applicable
    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
    Not Applicable
    Item 8.Identification and Classification of Members of the Group.
     
    Not Applicable
    Item 9.Notice of Dissolution of Group.
     
    Not Applicable

    Item 10.Certifications:
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    Commodore Capital LP
     
    Signature:/s/ Michael Kramarz
    Name/Title:Managing Partner
    Date:10/03/2025
     
    Commodore Capital Master LP
     
    Signature:/s/ Michael Kramarz
    Name/Title:Authorized Signatory
    Date:10/03/2025
     
    Robert Egen Atkinson
     
    Signature:/s/ Robert Egen Atkinson
    Name/Title:Authorized Signatory
    Date:10/03/2025
     
    Michael Kramarz
     
    Signature:/s/ Michael Kramarz
    Name/Title:Authorized Signatory
    Date:10/03/2025
    Exhibit Information

    Exhibit 1: Joint Filing Agreement

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