UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
The disclosure set forth under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2021, and effective as of October 25, 2021, SAB Biotherapeutics, Inc., a Delaware corporation (the “Company”) entered into an Executive Employment Agreement with Mr. Samuel J. Reich (the “Agreement”) to serve as the Company’s Executive Chairman of the Board of Directors. The Agreement provides Mr. Reich an annual base salary of $350,000 and eligibility to participate in the Company’s benefit plans generally. Additionally, Mr. Reich is eligible to receive an annual cash bonus of not less than 50% of his base salary, provided that certain financial performance objectives are met, as set and determined by the Company. The Agreement also subjects Mr. Reich to standard restrictive covenants, including nondisclosure, non-competition, non-solicitation, invention assignment and arbitration provisions. In consideration for Mr. Reich entering into the Agreement, Mr. Reich was granted a nonqualified stock option to purchase up to 350,000 shares of the Company’s common stock, par value $0.0001 per share, pursuant to the SAB Biotherapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “Option”). The Option vests over three years, vesting 1/3 on the one year anniversary of the date of grant, with the remaining 2/3 vesting pro-rata on a monthly basis in twenty-four equal installments thereafter.
If Mr. Reich’s employment is terminated by the Company without “Cause” (as defined in the Agreement) (other than for death or disability) or is terminated by Mr. Reich for “Good Reason” (as defined in the Agreement) or the term of his employment is not renewed, Mr. Reich will receive (i) a lump sum payment in an amount equal to the sum of Mr. Reich’s earned but unpaid base salary through his date of termination plus any other benefits or rights Mr. Reich has accrued in accordance with the Company’s employee benefit plans; (ii) an accrued but unpaid annual bonus (as defined in the Agreement) for the fiscal year ended prior to his date of termination; (iii) one hundred percent (100%) vesting of his outstanding unvested stock options which shall then be exercisable as of the date of termination; (iv) a severance payment in a single lump sum equal to twelve (12) months of his annual base salary; and (v) reimbursement of the COBRA premiums paid for continuation coverage for Mr. Reich, his spouse and dependents, under the Company’s applicable employee benefit plans for a twelve (12) month period from the date of termination.
Additionally, if Mr. Reich’s employment is terminated by the Company without Cause (other than for death or disability), terminated by Mr. Reich for Good Reason, or the term of his employment is not renewed, in each case in connection with a “Change of Control” (as defined in the Agreement), Mr. Reich will receive (i) a lump sum payment equal to his accrued but unpaid annual bonus (as defined in the Agreement) for the fiscal year ended prior to his date of termination; (ii) a lump sum payment in an amount equal to one hundred percent (100%) of his target bonus for the fiscal year in which his termination occurs, provided that this amount will not be prorated for the actual amount of time Mr. Reich is employed by the Company; (iii) one hundred percent (100%) vesting of his outstanding unvested stock options which shall then be exercisable as of the date of termination; (iv) a severance payment in a single lump sum equal to twenty-four (24) months of his annual base salary; and (v) reimbursement of the COBRA premiums paid for continuation coverage for Mr. Reich, his spouse and dependents, under the Company’s applicable employee benefit plans for a twelve (12) month period from the date of termination.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibits.
| Exhibit Number | Description | |
| 10.1¥ | Executive Employment Agreement, dated November 17, 2021, by and between SAB Biotherapeutics, Inc. and Samuel J. Reich. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
¥ Indicates a management contract or compensatory plan, contract or arrangement.
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.
Date: November 19, 2021
| SAB Biotherapeutics, Inc. | ||
| By: | /s/ Eddie J. Sullivan | |
| Eddie J. Sullivan | ||
| Chief Executive Officer | ||