Filed Pursuant to Rule 424(b)(3)
Registration No. 333-289992
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated September 30, 2025)

Up to 250,000,000 Shares of Common Stock Offered by the Selling Stockholders
This prospectus supplement supplements the prospectus dated September 30, 2025, relating to the offer and resale by the selling stockholders identified in this prospectus supplement of up to an aggregate of 250,000,000 shares of SAB Biotherapeutics, Inc. (the “Company”) common stock, par value $0.0001 per share (the “Common Stock”) which consists of (i) 100,000,000 shares of Common Stock issuable upon conversion of 1,000,000 shares (the “Shares”) of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), (ii) 100,000,000 shares of Common Stock, issuable upon conversion of 1,000,000 shares of Series B Preferred Stock (the “Enrollment Date Warrant Shares”) which are issuable upon exercise of Enrollment Date Series B Preferred Stock Purchase Warrants (the “Enrollment Date Warrants”), and (iii) 50,000,000 shares of Common Stock issuable upon conversion of 500,000 shares of Series B Preferred Stock (the “Release Date Warrant Shares”, and together with the Enrollment Date Warrant Shares, the “Warrant Shares”) which are issuable upon exercise of Release Date Series B Preferred Stock Purchase Warrants (the “Release Date Warrants”, and together with the Enrollment Date Warrants, the “Warrants”). The Shares, Enrollment Date Warrant Shares, and Release Date Warrant Shares are collectively referred to herein as the “Series B Shares.” The shares of Common Stock being registered under this prospectus, which consist of the shares of Common Stock issuable upon conversion of the Series B Shares, are collectively referred to as the “Resale Shares.”
This prospectus supplement is solely being filed to update a footnote to the Selling Stockholders table.
You should read this prospectus supplement, together with the related prospectus and the additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” carefully before you invest in any of our securities.
Our Common Stock is traded on The Nasdaq Capital Market under the symbol “SABS”. On November 5, 2025, the closing price for our Common Stock, as reported on The Nasdaq Capital Market, was $3.18 per share. The Series B Preferred Stock is not listed on a national securities and exchange and we do not intend to list the Series B Preferred Stock for trading on a national securities exchange.
Investing in these securities involves certain risks. See “Risk Factors” on page 5 of the prospectus. See also “Risk Factors” in the documents incorporated by reference in the prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 12, 2025
SELLING STOCKHOLDERS
The 250,000,000 Resale Shares being offered by the Selling Stockholders include (i) 100,000,000 shares of Common Stock issuable upon conversion of the Shares, (ii) up to 100,000,000 shares of Common Stock, issuable upon conversion of Enrollment Date Warrant Shares, and (iii) up to 50,000,000 shares of Common Stock issuable upon conversion of Release Date Warrant Shares.
We are registering the Resale Shares in order to permit the Selling Stockholders to offer the Resale Shares for resale from time to time. For additional information regarding the Resale Shares being offered by the Selling Stockholders pursuant to this prospectus supplement and the prospectus, see “Recent Milestones – July 2025 Private Placement” in the prospectus. The following table sets forth, as of the date of this prospectus supplement, the names of the Selling Stockholders and the aggregate number of shares of Common Stock that the Selling Stockholders may offer pursuant to this prospectus supplement and the prospectus.
In accordance with the terms of the Registration Rights Agreement, as applicable, this prospectus supplement and prospectus cover the resale of all Resale Shares. The fourth column of the table below assumes the sale of all of the Resale Shares offered by the Selling Stockholders pursuant to this prospectus supplement and prospectus.
Pursuant to the Certificate of Designations, a Selling Stockholder shall not have the right to convert any portion of the Series B Preferred Stock, and such Series B Preferred Stock shall not be automatically converted, to the extent that after giving effect to such conversion, such Selling Stockholder, together with its affiliates, any other persons acting as a group together, and any other persons whose beneficial ownership of Common Stock would be aggregated with the Selling Stockholder’s and the other attribution parties for purposes of Section 13(d) of the Exchange Act would beneficially own in excess of 4.99% or 9.99% (at the discretion of the Selling Stockholder) of the shares of Common Stock outstanding immediately after giving effect to such conversion. The number of shares of Common Stock in the columns below do not reflect this limitation. The Selling Stockholder may sell all, some or none of their shares of Common Stock in this offering. See “Plan of Distribution.”
The information in the following table has been provided to us by or on behalf of the Selling Stockholders and the Selling Stockholders may have sold, transferred or otherwise disposed of all or a portion of their securities after the date on which they provided us with information regarding their securities. The Selling Stockholders may sell all, some or none of their Resale Shares in this offering. See “Plan of Distribution.”
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Before the Offering |
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After the Offering |
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Name of Selling Stockholder |
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Total Shares of Common Stock (including Common Stock issuable upon conversion of Series A Shares and Preferred Warrant Shares***) |
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Number of Shares of Common Stock Being Offered (including Common Stock issuable upon conversion of the Shares and Warrant Shares, assuming the exercise of all Warrants) |
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Total Shares of Common Stock (including Common Stock issuable upon conversion of Series A Shares and Preferred Warrant Shares) |
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Percentage of Shares of Common Stock Beneficially Owned After Offering* |
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SESSA CAPITAL (MASTER) L.P. (1) |
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13,235,440 |
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57,125,000 |
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13,235,440 |
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4.8 |
% |
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RA Capital Healthcare Fund, L.P. (2) |
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— |
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42,850,000 |
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— |
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* |
% |
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Aventis Inc (3) |
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— |
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28,550,000 |
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— |
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* |
% |
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Entities Affiliated with Vivo Capital, LLC(4) |
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— |
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28,550,000 |
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— |
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* |
% |
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Commodore Capital Master LP (5) |
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— |
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28,550,000 |
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— |
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* |
% |
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CDK ASSOCIATES, LLC (6) |
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— |
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9,524,000 |
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— |
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* |
% |
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THIRD STREET HOLDINGS, LLC (7) |
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— |
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595,000 |
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— |
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* |
% |
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Entities associated with Blackstone Alternative Asset Management Associates LLC (8) |
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— |
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11,331,000 |
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— |
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* |
% |
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SPRUCE STREET CAPITAL LP (9) |
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— |
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10,750,000 |
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— |
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* |
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T1D Fund: A Breakthrough T1D Venture LLC (10) |
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761,904 |
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7,125,000 |
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761,904 |
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* |
% |
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B-FLEXION HEALTH AND LIFE SCIENCE INVEST L.P. (11) |
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— |
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7,125,000 |
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— |
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* |
% |
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WOODLINE MASTER FUND LP (12) |
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— |
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7,125,000 |
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— |
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* |
% |
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Atlas Private Holdings (Cayman) Ltd. (13) |
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— |
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5,775,000 |
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— |
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* |
% |
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ATW MASTER FUND V LP (14) |
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1,075,210 |
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5,025,000 |
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1,075,210 |
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% |
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Percentage not listed if less than 1%. |
** |
Assumes sale of all Resale Shares covered by this prospectus supplement and the prospectus and no further acquisitions of shares of Common Stock by the Selling Stockholders. |
*** |
As used in this section, “Series A Shares” collectively means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share (“Series A-2 Preferred Stock”) and shares of the Company’s Series A-3 Preferred Stock, par value $0.0001 per share (“Series A-3 Preferred Stock”), “Preferred Stock Warrants” means warrants to purchase shares of Series A-3 Preferred Stock, and “Preferred Warrant Shares” means the shares of Series A-3 Preferred Stock underlying Preferred Stock Warrants. |
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(1) |
Consists of 57,125,000 shares of Common Stock anticipated to be held by Sessa Capital (Master), L.P. (“Sessa Capital”) issuable upon conversion of 571,250 shares of Series B Preferred Stock following receipt of shareholder approval. The Total Shares of Common Stock beneficially owned Before the Offering also includes 13,235,440 shares of Common Stock, which consists of 458,457 shares of Common Stock currently outstanding, 4,504,761 shares of Common Stock issuable upon conversion of 28,380 shares of outstanding Series A-2 Preferred Stock, and 8,272,222 shares of Common Stock issuable upon conversion of 52,115 Series A Shares underlying outstanding Preferred Stock Warrants. These securities are beneficially owned by (i) Sessa Capital (Master) L.P. directly, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for Sessa Capital, (iv) Sessa |