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SAB Biotherapeutics to List on Nasdaq through Merger with Big Cypress Acquisition Corp., Advancing Unique Human Antibody Platform with Demonstrated Utility in Immunotherapy and Rapid Response to Emerging Diseases SAB Bio

Key Takeaway: Biotherapeutics to List on Nasdaq through Merger with Big Cypress Acquisition Corp., Advancing Unique Human Antibody Platform with Demonstrated Utility in Immunotherapy and Rapid Response to Emerging Diseases SAB Biotherapeutics (SAB) has entered into a definitive merger agree

Full Press Release Details

Biotherapeutics to List on Nasdaq through Merger with Big Cypress Acquisition Corp., Advancing Unique Human Antibody Platform with Demonstrated
Utility in Immunotherapy and Rapid Response to Emerging Diseases
SAB Biotherapeutics (SAB) has entered into a definitive merger agreement with Big Cypress Acquisition Corp. (NASDAQ: BCYP) and upon closing, the combined company is expected to be listed on NASDAQ
Anticipated resources post-transaction will be used to further expand the new drug R&D and production capabilities of SAB's DiversitAb platform that generates fully-human polyclonal antibodies by leveraging genetically-engineered bovine herds, with applications in infectious disease, cancer and a wide variety of immune system disorders
SAB's targeted, highly-potent polyclonal antibodies harness the immune system's innate power, in essence turbocharging the natural way our bodies fight pathogens and their variants, modulate immune disorders, and potentially combat cancer via multiple mechanisms
SAB's ~$250M to date in non-dilutive funding from the US Government and other sources has enabled the company to build out its bioproduction infrastructure, generate validating proof-of-platform clinical data in multiple programs, and progress the clinical development of its most advanced candidates
SAB-185-a novel government-funded therapeutic for COVID-19-moved from concept to the clinic in just 128 days and has the potential to effectively address emerging variants
SAB has extensive opportunities to expand its pharma partnerships by leveraging the broad therapeutic discovery and development engine and collaboration potential inherent in its platform
Business combination is expected to be completed in the fourth quarter of 2021
Joint investor conference call and webcast discussing the proposed transaction will be held today at 8:00 AM ET
FALLS, S.D. & MIAMI, FLA., June 22, 2021 - SAB Biotherapeutics (SAB), a clinical-stage biopharmaceutical company with a
novel immunotherapy platform that produces targeted, high potency, fully-human polyclonal antibodies at scale, and Big Cypress Acquisition
Corp. (NASDAQ: BCYP), a blank check company focused on innovative biopharmaceutical firms, today announced that they have entered into
a definitive business combination agreement. Upon closing of the proposed transaction, the combined company will operate as SAB Biotherapeutics
and will continue to operate under the SAB management team, with Big Cypress Acquisition Corp.'s Samuel J. Reich and Jeffrey
G. Spragens joining the SAB Board of Directors. SAB co-founder and current executive chairman, Dr. Edward Hamilton, plans to transition
to a board observer role while remaining active in the company. Mr. Reich is expected to assume the role of executive chairman.
plans to be listed on NASDAQ following the closing of the transaction. The proposed transaction implies an enterprise value for SAB,
on a post-merger basis, of approximately $325 million (assuming a share price of $10.10 per share) and is expected to provide the combined
company with approximately $118 million of pro forma cash (assuming no redemptions from Big Cypress' trust account), to fuel development
and commercialization of SAB's unique DiversitAb platform that leverages its proprietary transchromosomic (Tc) bovine
herds to produce highly-potent targeted fully-human polyclonal antibody therapeutics for a wide range of immune system disorders, cancer
and infectious diseases without the need for human donors.
from the business combination are expected to support advancement of SAB's robust pipeline and platform through multiple catalysts
across several programs. These potentially include multiple clinical data read-outs, which represent potential value inflection events.
execution of this merger agreement caps 18 months of tremendous progress at SAB," said Eddie Sullivan, PhD, co-founder and chief
executive officer of SAB Biotherapeutics. "Years of innovation and investment in our unique human polyclonal antibody platform
have enabled us to rapidly respond to the COVID-19 pandemic, moving a therapeutic candidate from concept to the clinic in less than five
months. The awarded funding and our collaboration with the federal government, as part of COVID-19 Response (formerly Operation Warp
Speed), has enabled us to test, refine and advance our novel therapeutic development and internal production and regulatory processes,
as well as provide a model for future rapid response. This period of intense activity leaves us well-positioned to advance our portfolio
of novel therapies for immune system disorders, cancer and other infectious diseases. The unique attributes of our DiversitAb
platform power our diversified strategy that includes rapid response, development of our own novel therapeutics, and a variety of pharma
collaborations. We are excited at the expanded opportunities afforded by the merger to put our platform to work generating important
new therapies for unmet medical needs."
Big Cypress we screened more than 60 biotech companies in our search for the perfect merger partner," noted Sam Reich, chief executive
officer of Big Cypress Acquisition Corp. "We were thrilled when we found SAB Biotherapeutics, a distinctive and exciting approach
to marrying the power of nature with advanced genomic technology. SAB met or exceeded our criteria, demonstrating de-risked early development
processes, clinical proof-of-concept, therapeutic targets with large unmet needs and what we expect to be manageable Phase 3 trials,
high-value indications, and the ability to efficiently put additional capital to work advancing a high potential pipeline. We like that
SAB's innovative technology and management team are unconventional by biotech standards, with their novel DiversitAb platform
leveraging Tc bovine herds that rapidly produce fully-human polyclonal antibodies with almost unlimited therapeutic potential, as well
as their location in our nation's heartland. We look forward to working with the exceptional SAB team to advance this important
Biotherapeutics Overview
Biotherapeutics is a clinical-stage biopharmaceutical company advancing a new class of immunotherapies based on its human polyclonal
antibodies. Applying advanced genetic engineering and antibody science, SAB develops fully-human antibodies produced from transchromosomic
(Tc) bovine herds targeted at addressing specific diseases, including infectious diseases such as COVID-19 and influenza, immune
system disorders including type 1 diabetes and organ transplantation, and cancer. SAB's versatile and scalable DiversitAb
platform is applicable to a wide range of serious human diseases. It rapidly produces natural, specifically targeted, high-potency, human
polyclonal immunotherapies at commercial scale. The platform has been developed and validated through funding awarded from US government
emerging disease and rapid response programs. SAB is currently advancing multiple clinical programs in a number of indications, in addition
to its collaborations with global pharmaceutical and other partners.
the closing of the business combination, and assuming a share price of $10.10 per share and no redemptions of shares of Big Cypress by
its public stockholders, SAB would be expected to have an enterprise value of approximately $325 million and cash resources of approximately
$118 million, including the contribution of up to $116 million from cash held in Big Cypress' trust account (less any redemptions).
Pro forma for the business combination, legacy shareholders of SAB will own approximately 68% of the post-merger public company, excluding
any contingent consideration and before giving effect to any potential exercise of Big Cypress' common stock purchase warrants
into shares of common stock following the closing. There is no minimum cash closing condition for the transaction.
transaction has been unanimously approved by both Big Cypress' and SAB's respective Boards of Directors. The proposed transaction
is subject to the approval of Big Cypress and SAB stockholders and the satisfaction or waiver of other customary conditions, including
a registration statement being declared effective by the U.S. Securities and Exchange Commission (the "SEC"), and is expected
to close in the fourth quarter of 2021.
information about the proposed transaction, including a copy of the merger agreement and an investor presentation, will be provided in
a Current Report on Form 8-K to be filed by Big Cypress with the SEC, which will be available at www.sec.gov.
is serving as exclusive financial advisor to SAB and Stradling Yocca Carlson & Rauth is serving as legal counsel. Chardan is serving as exclusive M&A advisor and financial advisor to Big Cypress and Dentons US LLP is serving as legal counsel.
Ladenburg Thalmann & Co. Inc. acted as sole book-running manager and Brookline Capital Markets, a division of Arcadia Securities,
LLC, acted as co-manager of Big Cypress $115 million IPO in January 2021 and Ladenburg Thalmann & Co. Inc. is acting as a capital
markets advisor to Big Cypress.
Call and Webcast Details
and Big Cypress Acquisition Corp. will host a conference call and live audio webcast to discuss the proposed transaction today
at 8:00 a.m. ET. To access the live conference call, please dial (833) 882-5274 (domestic) or (409) 937-8892 (international) at least
five minutes prior to the start time and refer to conference ID 1865196.
live audio webcast of the call can be accessed here and an archive will be available approximately two hours after the event.
SAB Biotherapeutics, Inc.
Biotherapeutics, Inc. (SAB) is a clinical-stage biopharmaceutical company advancing a new class of immunotherapies based on its human
polyclonal antibodies. SAB has applied advanced genetic engineering and antibody science to develop transchromosomic (Tc) bovine herds
that produce fully-human antibodies targeted at specific diseases, including infectious diseases such as COVID-19 and influenza, immune
system disorders including type 1 diabetes and organ transplantation, and cancer. SAB's versatile and scalable DiversitAb
platform is applicable to a wide range of serious human diseases. It rapidly produces natural, specifically-targeted, high-potency, human
polyclonal immunotherapies at commercial scale. The platform has been developed and validated through funding awarded from US government
emerging disease and rapid response programs. SAB is currently advancing multiple clinical programs in a number of indications, in addition
to its collaborations with global pharmaceutical and other partners. For more information visit: www.sabbiotherapeutics.com and
follow @SABBantibody on Twitter.
Big Cypress Acquisition Corp.
Cypress Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses with a focus within the life sciences industry.
The Company is led by Chief Executive Officer, Chief Financial Officer and Director Samuel J. Reich. For more information, visit www.bigcypressaccorp.com.
statements made herein 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," "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, the proposed business combination between the Company and SAB, the estimated or anticipated future
results and benefits of the combined company following the proposed business combination, including the likelihood and ability of the
parties to successfully consummate the proposed business combination, future opportunities for the combined company, and other statements
that are not historical facts. These statements are based on the current expectations of the Company's management and are not predictions
of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as,
and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company and SAB. These statements are subject to a number of risks and uncertainties regarding the Company's
businesses and the proposed business combination, and actual results may differ materially. These risks and uncertainties include, but
are not limited to, general economic, political and business conditions; the inability of the parties to consummate the proposed business
combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed business
combination Agreement; the outcome of any legal proceedings that may be instituted against
the parties following the announcement of the proposed business combination; the receipt of an unsolicited offer from another party for
an alternative business transaction that could interfere with the proposed business combination; the risk that the approval of the stockholders
Last updated: Jun 22, 2021