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| CIK | 1845459 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NKGen Biotech, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| July 17, 2025 |
Exhibit 10.1 Collaboration Agreement This Collaboration Agreement (this “Agreement”) is entered into between HekaBio K.K., a Japanese joint stock company (“HekaBio”), and NKGen Biotech, Inc., a Delaware corporation (“NKGen”), on July14th, 2025 (the “Effective Date”). RECITALS: A. The parties have entered into a Stock Purchase Agreement and Form of Common Stock Purchase Warrant dated on or around t |
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| July 17, 2025 |
NKGen Biotech and HekaBio Enter Strategic Partnership to Bring Novel NK Cell Therapy to Japan Exhibit 99.1 NKGen Biotech and HekaBio Enter Strategic Partnership to Bring Novel NK Cell Therapy to Japan In connection with HekaBio’s recently announced strategic investment in NKGen, the partnership will expedite the regulatory, manufacturing, and commercial development of NKGen’s autologous NK cell therapy, troculeucel, in Japan. Under Japan’s Regenerative Medicine guidelines, cell therapies e |
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| July 16, 2025 |
FORM OF COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| July 16, 2025 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 14th, 2025, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). BACKGROUND A. The Company and the Purchaser are executing and delivering this Agreement in r |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2025 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| July 16, 2025 |
Exhibit 99.1 NKGen Biotech Announces New Funding to Regain Compliance with Reporting Obligations and Listing Standards Funding in the amount of $2.0M from Japanese strategic investor, in the form of common equity PIPE with warrants. New funding provides for necessary resources to regain compliance with reporting obligations and listing standards. Share trading will move to the OTC Expert Market te |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| May 20, 2025 |
COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| May 20, 2025 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 14, 2025, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). BACKGROUND A. The Company and the Purchaser are executing and delivering this Agreement in reli |
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| May 15, 2025 |
NKGen Biotech, Inc. (Name of Registrant as Specified in Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER 65488A101 65488A119 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11- |
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| May 8, 2025 |
Exhibit 99.1 NKGen Biotech Chairman & CEO Paul Y. Song, M.D., Personally Invests $2.65 Million Cash to Accelerate Phase 2 Clinical Trial and Fulfill Financial Reporting Obligations New funding from Dr. Song augments $3.0 million in funding advances from AlpineBrook Capital in 2025 above and beyond the $5.5 million proceeds and additional $4 million commitments in previously-disclosed AlpineBrook c |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File N |
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| May 8, 2025 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 5, 2025, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). BACKGROUND A. The Company and the Purchaser are executing and delivering this Agreement in relia |
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| May 8, 2025 |
COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| May 1, 2025 |
Exhibit 10.1 Re: Warrant Downside Protection Conversion and Share Issuance (Common Stock Purchase Warrant Issued April 25, 2024) To: Kepos Alpha Master Fund L.P., 11 Times Square, 35th Floor New York, NY 10036 [email protected] From: NKGen Biotech, Inc. 3001 Daimler Street Santa Ana, CA, 92705 [email protected] Dear Kepos Alpha Master Fund L.P.: This letter agreement (this “Letter”) sets |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 22, 2025 |
Exhibit 10.1 CHANGE IN TERMS AGREEMENT Borrower: NKGEN BIOTECH, INC. Lender: East West Bank 3001 DAIMLER ST SANTA ANA, CA 92705 Loan Servicing Department 9300 Flair Drive, 6th Floor El Monte, CA 91731 Principal Amount: $3,991,127.50 Date of Agreement: April 14, 2025 DESCRIPTION OF EXISTING INDEBTEDNESS. The Promissory Note dated June 20, 2023 for Loan Number 769632309 in the original Principal Amo |
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| March 31, 2025 |
NKGen Biotech, Inc. (Name of Registrant as Specified in Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER 65488A101 65488A119 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form |
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| March 11, 2025 |
Exhibit 10.2 Execution Version CONVERTIBLE PROMISSORY NOTE DATE: March 10, 2025 BORROWER: NKGEN OPERATING BIOTECH, INC. and NKGEN BIOTECH, INC. LENDER: AlpineBrook Capital GP I Limited PRINCIPAL: Up to $5,000,000 1. a) FOR VALUE RECEIVED, each undersigned, NKGEN OPERATING BIOTECH, INC. and NKGEN BIOTECH, INC. (each and together, “Borrower”) promises to pay to the order of AlpineBrook Capital GP I |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 11, 2025 |
Exhibit 10.1 Execution Version CONVERTIBLE LOAN AGREEMENT by and between NKGEN OPERATING BIOTECH, INC., NKGEN BIOTECH, INC., and AlpineBrook Capital GP I Limited Dated as of March 10, 2025 TABLE OF CONTENTS Page ARTICLE I LOAN AND TERMS OF PAYMENT 1 1.1 TERM LOAN 1 1.2 PRINCIPAL REPAYMENT; CONVERSION RIGHTS 1 1.3 PREPAYMENT 1 1.4 INTEREST 2 1.5 CONSIDERATION SHARES; WARRANT 2 1.6 BENEFICIAL OWNERS |
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| March 11, 2025 |
COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC. Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40427NKG |
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| March 4, 2025 |
PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated July 10, 2024) Filed Pursuant to Rule 424(b)(3) Registration No. 333-275094 Up to 55,687,964 Shares of Common Stock Up to 26,923,882 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,027,353 Shares of Common Stock Issuable Upon Conversion of Notes This prospectus supplement is being filed to update and supplement the information cont |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| February 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| January 8, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 2, 2025 |
Common Stock Purchase Warrant, dated December 31, 2024, issued to AlpineBrook Capital GP I Limited. Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| January 2, 2025 |
Convertible Promissory Note, dated December 31, 2024, issued to AlpineBrook Capital GP I Limited. Exhibit 10.2 CONVERTIBLE PROMISSORY NOTE DATE: December 31, 2024 BORROWER: NKGEN OPERATING BIOTECH, INC. and NKGEN BIOTECH, INC. LENDER: AlpineBrook Capital GP I Limited PRINCIPAL: $4,500,000 1. a) FOR VALUE RECEIVED, each undersigned, NKGEN OPERATING BIOTECH, INC. and NKGEN BIOTECH, INC. (each and together, “Borrower”) promises to pay to the order of AlpineBrook Capital GP I Limited (“Lender”) (i |
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| January 2, 2025 |
Exhibit 10.1 Execution Version CONVERTIBLE LOAN AGREEMENT by and between NKGEN OPERATING BIOTECH, INC., NKGEN BIOTECH, INC., and AlpineBrook Capital GP I Limited Dated as of December 31, 2024 TABLE OF CONTENTS Page Article I LOAN AND TERMS OF PAYMENT 1 1.1 TERM LOAN 1 1.2 PRINCIPAL REPAYMENT; CONVERSION RIGHTS 1 1.3 PREPAYMENT 2 1.4 INTEREST 2 1.5 CONSIDERATION SHARES 2 Article II REPRESENTATIONS |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| January 2, 2025 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION SEVENTH AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION SEVENTH AMENDMENT, dated as of December 31, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collective |
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| December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F |
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| December 2, 2024 |
Exhibit 10.1 Conditional Investment Agreement for the M&A of the Rehabilitating Company NKMAX Co., Ltd. Nov. 20, 2024 “Party A”: Rehabilitating Company NKMAX Co., Ltd. “Party B” : NKGen Biotech, Inc. 1 | Page Conditional Investment Agreement for the M&A of the Rehabilitating Company NKMAX Co., Ltd. This Conditional Investment Agreement for the M&A of the Rehabilitating Company NKMAX Co., Ltd. (her |
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| December 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| December 2, 2024 |
NKGen Biotech Selected as Stalking Horse Bidder for NKMax Exhibit 99.1 NKGen Biotech Selected as Stalking Horse Bidder for NKMax ● Upon closing, the transaction would secure global IP rights for NKGen. ● NKGen and its partners can begin to commercialize troculeucel in Korea, Japan and other markets where natural-killer (“NK”) cell therapy is already legal. ● NKGen proposal included up to $18 million in committed funding. ● Closing expected in 1Q 2025. SA |
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| November 26, 2024 |
Exhibit 99.1 NKGen Biotech Receives Notifications From Nasdaq Related to Delayed Quarterly Report and Decision of the Nasdaq Hearings Panel SANTA ANA, Calif., Nov. 26, 2024 (GLOBE NEWSWIRE) - NKGen Biotech, Inc. (Nasdaq: NKGN) (“NKGen” or the “Company”), today announced it received a notice (the “Notice”) on November 20, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“ |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| November 15, 2024 |
NKGen Biotech, Inc. (Name of Registrant as Specified in Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER 65488A101 65488A119 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form |
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| November 12, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F |
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| October 30, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F |
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| October 24, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| September 13, 2024 |
PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated July 10, 2024) Filed Pursuant to Rule 424(b)(3) Registration No. 333-275094 Up to 55,687,964 Shares of Common Stock Up to 26,923,882 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,027,353 Shares of Common Stock Issuable Upon Conversion of Notes This prospectus supplement is being filed to update and supplement the information cont |
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| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40427NKGN NKG |
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| September 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| September 11, 2024 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION Sixth AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION SIXTH AMENDMENT, dated as of September 5, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively a |
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| September 9, 2024 |
Exhibit 99.1 NKGen Biotech Paul Y. Song , MD Chairman and CEO H.C. Wainwright 26th Annual Global Investment Conference September 9 - 11, 2024 Disclaimer Forward - Looking Statements This Presentation may contain " forward - looking statements " within the meaning of Section 27 A of the Securities Act and Section 21 E of the Securities Exchange Act of 1934 , as amended . NKGen Biotech, Inc . 's ("N |
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| September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2024 NKGEN BIOTECH, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 22, 2024 |
NKGen Biotech Receives Notification From Nasdaq Related to Delayed Quarterly Report Exhibit 99.1 NKGen Biotech Receives Notification From Nasdaq Related to Delayed Quarterly Report SANTA ANA, Calif., August 22, 2024 - NKGen Biotech, Inc. (Nasdaq: NKGN) (“NKGen” or the “Company”), today announced it received a standard notice (the “Notice”) on August 20, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in complia |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 22, 2024 |
NKGN / NKGen Biotech, Inc. / CFIC-2015 NV Family Investments, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 22, 2024 |
EX-1 2 tm2422409d1ex1.htm EXHIBIT 1 Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the entity and persons named below (i) agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto, the “Schedule 13G”) with respect to the common stock, $0.0001 par value per share of NKGen |
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| August 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 14, 2024 |
NKGen Biotech, Inc. (Name of Registrant as Specified in Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 65488A101 65488A119 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K |
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| August 9, 2024 |
Securities Purchase Agreement, dated August 7, 2024, by and between the Purchaser and the Company. Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 7, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and the CFIC-2015 NV FAMILY INVESTMENTS, LLC (the “Buyer”). WHEREAS: A. The Company and the Buyer are executi |
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| August 9, 2024 |
Promissory Note issued to the Purchaser, dated August 7, 2024. Exhibit 10.1 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT |
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| August 9, 2024 |
Second Letter Agreement, dated August 7, 2024, by and between Sandia and the Company. Exhibit 10.5 Execution Version SECOND LETTER AGREEMENT REGARDING UNSECURED NOTE This Second Letter Agreement (“Letter “), dated as of August 7, 2024, is made between Sandia Investment Management LP on behalf of Diametric True Alpha Market Neutral Master Fund LP and Diametric True Alpha Enhanced Market Neutral Master Fund LP (collectively, “Lender”) and NKGEN BIOTECH, INC. (“Borrower”). WHEREAS, th |
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| August 9, 2024 |
Letter Agreement Agreement, dated August 7, 2024, by and between the Purchaser and the Company. Exhibit 10.3 Execution Version LETTER AGREEMENT REGARDING SECURITIES PURCHASE AGREEMENT This Letter Agreement (“Letter”), dated as of August 7, 2024, is made between CFIC-2015 NV FAMILY INVESTMENTS, LLC (the “Buyer”) and NKGEN BIOTECH, INC. (the “Company”). WHEREAS, the Company has entered into that certain Securities Purchase Agreement, dated August 7, 2024, by and between the Company and Buyer ( |
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| August 9, 2024 |
Second Letter Agreement, dated August 7, 2024, by and among Meteora and the Company. Exhibit 10.4 Execution Version SECOND LETTER AGREEMENT REGARDING UNSECURED NOTE This Second Letter Agreement (“Letter”), dated as of August 7, 2024, is made between Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC (collectively, “Lender”) and NKGEN BIOTECH, INC. (“Borrower”). WHEREAS, the Borrower has executed that certain Unsecured P |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 9, 2024 |
Common Stock Purchase Warrant issued to the Purchaser, dated August 7, 2024. EX-4.1 2 ea021095801ex4-1nkgen.htm COMMON STOCK PURCHASE WARRANT ISSUED TO CFIC, DATED AUGUST 7, 2024 Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1 |
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| July 30, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| July 30, 2024 |
EXHIBIT 10.1 FORWARD PURCHASE AGREEMENT Confirmation ThIRD AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of July 29, 2024 (this “Amendment”), is entered into by and among (i) Sandia Investment Management LP on behalf of the Investors listed on Schedule A in the Initial Agreement (as defined below) (“Seller”) and (v) NKGen Biotech, Inc., a Delaware corporation (“NKGN” a |
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| July 29, 2024 |
Exhibit 10.1 Execution Copy FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of July 29, 2024 (this “Amendment”), is entered into by and among (i) Polar Multi-Strategy Master Fund (“Seller”) and (v) NKGen Biotech, Inc., a Delaware corporation (“NKGN” and formerly known as Graf Acquisition Corp. IV, a Delaware corporation, or “Counte |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| July 17, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| July 17, 2024 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION FIFTH AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION FIFTH AMENDMENT, dated as of July 12, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “S |
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| July 17, 2024 |
Letter from Ernst & Young LLP, dated July 17, 2024 Exhibit 16.1 July 17, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read item 4.01 of Form 8-K dated July 11, 2024, of NKGen Biotech, Inc. and are in agreement with the statements contained in the third sentence of the first paragraph as it relates to the date of notification of our dismissal and with the statements contained in the second, |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| July 10, 2024 |
PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-275094 Up to 55,687,964 Shares of Common Stock Up to 26,923,882 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,027,353 Shares of Common Stock Issuable Upon Conversion of Notes This prospectus relates to the issuance and sale by us of an aggregate of up to 26,923,882 shares of our common stock, $0.0001 par value per |
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| July 3, 2024 |
July 3, 2024 VIA EDGAR Tyler Howes Jason Drory U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: NKGen Biotech, Inc. Registration Statement on Form S-1, as amended Filed October 19, 2023 File No. 333-275094 Dear Mr. Howes and Mr. Drory: NKGen Biotech, Inc., a Delaware corporation (the “Company”), respectful |
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| July 2, 2024 |
mike blankenship Managing Partner 1.713.651.2678 [email protected] July 2, 2024 Tyler Howes Jason Drory U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: NKGEN BIOTECH, INC. Amendment No. 4 to Registration Statement on Form S-1 Filed June 27, 2024 File No. 333-275094 Ladies and Gentlemen: On behalf o |
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| June 27, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) NKGen Biotech, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly |
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| June 27, 2024 |
As filed with the United States Securities and Exchange Commission on June 27, 2024. As filed with the United States Securities and Exchange Commission on June 27, 2024. |
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| June 27, 2024 |
mike blankenship Managing Partner 1.713.651.2678 [email protected] June 27, 2024 Tyler Howes Jason Drory U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: NKGEN BIOTECH, INC. Amendment No. 3 to Registration Statement on Form S-1 Filed May 13, 2024 File No. 333-275094 Ladies and Gentlemen: On behalf o |
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| June 21, 2024 |
Promissory Note issued to AJB, dated June 18, 2024. Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| June 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| June 21, 2024 |
Common Stock Purchase Warrant issued to AJB, dated June 18, 2024. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40427NKGN NK |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 15, 2024 |
NKGen Biotech, Inc. (Name of Registrant as Specified in Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER 65488A101 65488A119 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11- |
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| May 13, 2024 |
As filed with the United States Securities and Exchange Commission on May 13, 2024. As filed with the United States Securities and Exchange Commission on May 13, 2024. |
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| May 13, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) NKGen Biotech, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| May 13, 2024 |
mike blankenship Managing Partner 1.713.651.2678 [email protected] May 13, 2024 Tyler Howes Jason Drory U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: NKGEN BIOTECH, INC. Amendment No. 2 to Registration Statement on Form S-1 Filed December 15, 2023 File No. 333-275094 Ladies and Gentlemen: On beha |
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| May 13, 2024 |
Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “First Amendment”), dated as of May 13, 2024, is made between NKGen Biotech Inc. and Generating Alpha Ltd. Capitalized terms used herein and not otherwise defined in this First Amendment have the meanings ascribed to them in the Securities Purchase Agreement (hereinafter define |
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| May 10, 2024 |
Promissory Note issued to Meteora, dated May 7, 2024. Exhibit 10.1 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File N |
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| May 10, 2024 |
Common Stock Purchase Warrant issued to Alpha, dated May 7, 2024. Exhibit 4.2 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| May 10, 2024 |
Common Stock Purchase Warrant issued to Meteora, dated May 7, 2024. Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| May 10, 2024 |
Securities Purchase Agreement, dated May 9, 2024, by and between AJB and the Company. Exhibit 10.6 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 9, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and AJB CAPITAL INVESTMENTS LLC, a Delaware limited liability company with its address at 4700 Sheridan Street, |
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| May 10, 2024 |
Common Stock Purchase Warrant issued to AJB, dated May 9, 2024. Exhibit 4.3 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| May 10, 2024 |
NKGN / NKGen Biotech, Inc. / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteorankgn043124a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NKGen Biotech, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 65488A101 (CUSIP Number) April 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| May 10, 2024 |
Securities Purchase Agreement, dated May 7, 2024, by and between Alpha and the Company. Exhibit 10.4 Execution Version THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS PPROFOR SECURITIES, LLC, A DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters l |
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| May 10, 2024 |
Promissory Note issued to AJB, dated May 9, 2024. Exhibit 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| May 10, 2024 |
Promissory Note issued to Alpha, dated May 7, 2024. Exhibit 10.3 THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS PROFOR SECURITIES LLC, A DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED |
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| May 10, 2024 |
Securities Purchase Agreement, dated May 7, 2024, by and among Meteora and the Company. Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 1, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, |
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| April 29, 2024 |
Letter Agreement, dated April 28, 2024, by and between the Company and Meteora. Exhibit 10.1 Execution Version LETTER AGREEMENT REGARDING UNSECURED NOTE This Letter Agreement (“Letter “), dated as of April 28, 2024, is made between Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC (collectively, “Lender”) and NKGEN BIOTECH, INC. (“Borrower”). WHEREAS, the Borrower has executed that certain Unsecured Promissory Not |
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| April 29, 2024 |
Exhibit 97.1 NKGEN BIOTECH, INC. Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of NKGen Biotech, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Po |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to. Commission File Number 001-40427 NKGe |
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| April 29, 2024 |
Letter Agreement, dated April 28, 2024, by and between the Company and Sandia. Exhibit 10.2 Execution Version LETTER AGREEMENT REGARDING UNSECURED NOTE This Letter Agreement (“Letter “), dated as of April 28, 2024, is made between Sandia Investment Management LP on behalf of Diametric True Alpha Market Neutral Master Fund LP and Diametric True Alpha Enhanced Market Neutral Master Fund LP (“Lender”) and NKGEN BIOTECH, INC. (“Borrower”). WHEREAS, the Borrower has executed that |
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| April 29, 2024 |
Form of Amended and Restated Warrant. Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“Securities act”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 25, 2024 |
Exhibit 10.1 EXECUTION VERSION FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of April 18, 2024 (this “Amendment”), is entered into by and among (i) Sandia Investment Management LP on behalf of the Investors listed on Schedule A in the Initial Agreement (as defined below) (“Seller”) and (v) NKGen Biotech, Inc., a Delaware corporat |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 16, 2024 |
Exhibit 21.1 Subsidiaries 1. NKGen Operating Biotech, Inc. |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to. Commission File Number 001-40427 NKGen |
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| April 16, 2024 |
NKGen Biotech, Inc. Insider Trading Policy NKGEN BIOTECH, INC. INSIDER TRADING POLICY Adopted by the Board of Directors: September 29, 2023 Effective: September 29, 2023 Policy Principles •Employees, directors, officers and designated consultants (each a “Covered Person,” and collectively, “Covered Persons”) of NKGen Biotech, Inc. and its subsidiaries (together, the “Company”) (or any other person or entity subject to this Policy, as defin |
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| April 16, 2024 |
NKGen Biotech, Inc. Code of Business Conduct and Ethics NKGEN BIOTECH, INC. CODE OF BUSINESS CONDUCT AND ETHICS Adopted by the Board of Directors: September 29, 2023 Effective: September 29, 2023 NKGen Biotech, Inc. (together with its subsidiaries, the “Company”) is committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (this “Code”) reflects the business practices and principles of behav |
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| April 11, 2024 |
Exhibit 10.2 Execution Version SECURED CONVERTIBLE PROMISSORY NOTE DATE: April 5, 2024 BORROWER: NKGen Operating Biotech, Inc., 3001 Daimler St., Santa Ana, CA 92705 LENDER: BDW Investments LLC PRINCIPAL: Up to $5,000,000.00 FOR VALUE RECEIVED, the undersigned, NKGEN OPERATING BIOTECH, INC. (“Borrower”) promises to pay to the order of BDW Investments LLC (“Lender”) (i) in lawful money of the Unite |
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| April 11, 2024 |
Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E |
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| April 11, 2024 |
Exhibit 10.1 Execution Version EQUITY AND BUSINESS LOAN AGREEMENT THIS EQUITY AND BUSINESS LOAN AGREEMENT (the “Agreement”) is dated as of April 5, 2024, among NKGEN OPERATING BIOTECH, INC. (the “Borrower”), NKGEN BIOTECH, INC. (the “Parent”), and BDW Investments LLC (the “Lender” and together with the Loan Parties, the “Parties”) on the following terms and conditions. ARTICLE I LOAN AND TERMS OF |
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| April 11, 2024 |
Exhibit 10.4 NOTICE OF FINAL AGREEMENT Borrower: NKGEN OPERATING BIOTECH, INC. Lender: East West Bank 3001 DAIMLER ST Loan Servicing Department SANTA ANA, CA 92705 9300 Flair Drive, 6th Floor El Monte, CA 91731 BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B} THERE ARE NO UNWRITTEN ORAL AGREEMENTS |
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| April 11, 2024 |
NKGen Biotech Secures Additional Financing of $5 Million to Continue Advancing Its Clinical Programs Exhibit 99.1 NKGen Biotech Secures Additional Financing of $5 Million to Continue Advancing Its Clinical Programs The Company’s neurodegenerative clinical program remains on track, with continued advancement of the Alzheimer’s Phase 2 trial and anticipation of Parkinson’s Phase 1/2a trial initiation. Additional financing also to support the Company’s oncology clinical program, with interim safety |
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| April 11, 2024 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made as of April 5, 2024 by and among (i) NKGen Biotech, Inc., a Delaware corporation (formerly known as Graf Acquisition Corp. IV, the “Company”) and (ii) BDW Investments LLC, a Delaware limited liability company (the “Holder”). RECITALS WHEREAS, on April 5, 2024, the Company entered into that cert |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| April 5, 2024 |
Promissory Note issued to AJB, dated April 1, 2024. Exhibit 10.1 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT |
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| April 5, 2024 |
Securities Purchase Agreement, dated April, 2024, by and among Sandia and the Company. Exhibit 10.4 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and Sandia Investment Management LP on behalf of Diametric True Alpha Market Neutral Master Fund LP and Diamet |
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| April 5, 2024 |
Common Stock Purchase Warrant issued to Sandia, dated April 1, 2024. Exhibit 4.2 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 5, 2024 |
Securities Purchase Agreement, dated April 1, 2024, by and between AJB and the Company. Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and AJB CAPITAL INVESTMENTS LLC, a Delaware limited liability company, with its address at 4700 Sheridan Stree |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission File |
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| April 5, 2024 |
Common Stock Purchase Warrant issued to AJB, dated April 1, 2024. Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 5, 2024 |
Promissory Note issued to Sandia, dated April 1, 2024. Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| April 1, 2024 |
NKGen Biotech, Inc. (Name of Registrant as Specified in Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER 65488A101 65488A119 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form |
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| March 27, 2024 |
Common Stock Purchase Warrant issued to FirstFire, dated March 21, 2024. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 27, 2024 |
Common Stock Purchase Warrant issued to Meteora, dated March 26, 2024. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| March 27, 2024 |
Securities Purchase Agreement, dated March 21, 2024, by and between FirstFire and the Company. Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 21, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suit |
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| March 27, 2024 |
Promissory Note issued to Meteora, dated March 26, 2024. Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| March 27, 2024 |
Promissory Note issued to FirstFire, dated March 21, 2024. Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| March 27, 2024 |
Securities Purchase Agreement, dated March 26, 2024, by and among Meteora and the Company. Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 26, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP, and Meteora Strategic Capital, LLC (collecti |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 22, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| February 22, 2024 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation FOURTH AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION FOURTH AMENDMENT, dated as of February 21, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| February 14, 2024 |
US65488A1016 / NKGEN BIOTECH INC / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
GFOR / Graf Acquisition Corp IV / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245838d9sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1 ) NKGen Biotech, Inc. (f/k/a GRAF Acquisition Corp. IV) (Name of Issuer) Common stock, par value $0. |
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| February 12, 2024 |
Term Sheet, entered into on February 9, 2024, between the Company and Meteora. Exhibit 10.1 Execution Version Meteora Capital x NKGen Biotech This binding term sheet (the “Term Sheet”) amends and restates the binding term sheet, dated as of January 24, 2024 (the “Original Term Sheet”) with the terms herein amending and superseding the terms set forth in the Amended and Restated Subscription Agreement (defined below), constitutes a binding commitment on the part of Meteora Ca |
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| February 12, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F |
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| February 7, 2024 |
SC 13G/A 1 p24-0617sc13ga.htm NKGEN BIOTECH, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NKGen Biotech, Inc. (f/k/a Graf Acquisition Corp. IV) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65488A101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires |
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| January 22, 2024 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of January 19 (this “Amendment”), is entered into by and among (i) Sandia Investment Management LP on behalf of Investors listed on Schedule A in the Confirmation (as defined below) (“Seller”) and (v) NKGen Biotech, Inc., a Delaware corporation (“NKGN” and formerly kn |
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| January 22, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F |
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| January 12, 2024 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation THIRD AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION THIRD AMENDMENT, dated as of January 11, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 8, 2024 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation SECOND AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION SECOND AMENDMENT, dated as of January 8, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively a |
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| December 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| December 28, 2023 |
Exhibit 99.1 NKGen Biotech, Inc. Announces Dosing of First Patient in its Phase 1/2a Trial with Autologous NK Cell Product, SNK01, for the Treatment of Moderate Alzheimer’s Disease NKGen Biotech’s autologous clinical program product candidate, SNK01, demonstrated improvement in neuroinflammation and cognitive function in patients with Alzheimer’s Disease (“AD”) in its Phase 1 dose-escalation safet |
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| December 27, 2023 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of December 27, 2023 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) |
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| December 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| December 27, 2023 |
Exhibit 99.1 NKGen Biotech Announces Clearance of Clinical Trial Application by Health Canada for SNK01 NK Cell Therapy to Treat Alzheimer’s Disease NKGen’s SNK01 program continues to show positive progress with the FDA IND clearance in October 2023, and now the CTA clearance by Health Canada for a phase 1/2a clinical trial in moderate Alzheimer’s Disease patients. Based on data generated from its |
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| December 27, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 26, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| December 19, 2023 |
NKGN / NKGen Biotech, Inc. / NKMAX Co., Ltd. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 15, 2023 |
NKGen Biotech, Inc. 3001 Daimler Street Santa Ana, CA 92705 NKGen Biotech, Inc. 3001 Daimler Street Santa Ana, CA 92705 December 15, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tyler Howes Jason Drory Re: NKGen Biotech, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 29, 2023 File No. 333-275094 Ladies and Gentlemen: |
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| December 15, 2023 |
As filed with the United States Securities and Exchange Commission on December 15, 2023. TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on December 15, 2023. |
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| November 29, 2023 |
NKGEN BIOTECH, INC. 3001 Daimler Street Santa Ana, CA 92705 NKGEN BIOTECH, INC. 3001 Daimler Street Santa Ana, CA 92705 VIA EDGAR November 29, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tyler Howes Jason Drory Re: NKGen Biotech, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 19, 2023 File No. 333-275094 Ladies and Gentlemen: T |
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| November 29, 2023 |
As filed with the United States Securities and Exchange Commission on November 29, 2023. Table of Contents As filed with the United States Securities and Exchange Commission on November 29, 2023. |
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| November 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) : November 14, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| November 14, 2023 |
NKGen Biotech, Inc. Reports Third Quarter 2023 Financial Results and Business Highlights Exhibit 99.1 NKGen Biotech, Inc. Reports Third Quarter 2023 Financial Results and Business Highlights – SNK01 Phase I autologous clinical program demonstrated improvement in neuroinflammation and cognitive function in patients with Alzheimer’s Disease, expect to initiate Phase I/IIa by year end – SNK02 Phase I allogeneic clinical program continues to progress; anticipated preliminary solid tumor d |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40427NKG |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State of incorporation) (Commission File No.) (IRS Employer |
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| October 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State of incorporation) (Commission File No.) (IRS Employer |
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| October 19, 2023 |
Exhibit 10.16 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of April 14, 2023, is entered into by and among Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), NKGen Biotech, Inc., a Delaware corporation (the “Company”) and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, each, a “Stockho |
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| October 19, 2023 |
Exhibit 10.17 LOCKUP AGREEMENT This Lockup Agreement is dated as of [·], 2023 and is between (i) Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), (ii) each holder of 5% or more of the shares of Fully Diluted Company Common Stock as of the date of the Merger Agreement (as defined below) each Company Management Holder that holds Equity Securities (as defined below) of the Company set |
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| October 19, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the current report on Form 8-K filed with with the Securities and Exchange Commission (“SEC”) on October 5, 2023 (“Current Report on Form 8-K”) and the definitive proxy statement/prospectus filed with the SEC on August 14, 2023, as |
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| October 19, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) NKGen Biotech, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly |
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| October 19, 2023 |
As filed with the United States Securities and Exchange Commission on October 19, 2023. Table of Contents As filed with the United States Securities and Exchange Commission on October 19, 2023. |
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| October 19, 2023 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or Other Jurisdiction of Incorpor |
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| October 10, 2023 |
EX-99.1 2 tm238160d1ex-1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, par valu |
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| October 10, 2023 |
GFOR / Graf Acquisition Corp IV / NKMAX Co., Ltd. - SC 13D Activist Investment SC 13D 1 tm238160d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NKGen Biotech, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65488A101 (CUSIP Number) Sangwoo Park NKMAX Co., Ltd. 3001 Daimler St. Santa Ana, CA 92705 (949) 396-6830 (Name |
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| October 5, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF NKGEN BIOTECH, INC. 1. NKGen Operating Biotech, Inc. |
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| October 5, 2023 |
Exhibit 10.13.2 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MODIFICATION TO THE LOAN AGREEMENT Borrower: NKGEN BIOTECH, INC. Lender: East West Bank 3001 DAIMLER ST Loan Servicing Department SANTA ANA, CA 92 |
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| October 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 5, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NKGEN Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NKGEN Defined terms included below have the same meaning as terms defined and included elsewhere in this current report on Form 8-K (“Current Report on Form 8-K”) dated October 5, 2023 and the definitive proxy statement/prospectus filed with the Securities and Exchange Commission (“SEC”) on August |
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| October 5, 2023 |
Offer Letter, dated September 29, 2023 by and between James A. Graf and NKGen Biotech, Inc. Exhibit 10.23 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. September 29th, 2023 James A. Graf [***] Re: Employment Terms Dear James: Beginning immediately after the effective time of the completion of the bu |
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| October 5, 2023 |
Exhibit 10.6 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of September |
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| October 5, 2023 |
NKGen Biotech, Inc. 2023 Employee Stock Purchase Plan. Exhibit 10.25 NKGen Biotech, Inc. 2023 Employee Stock Purchase Plan Adopted by the Board of Directors: September 25, 2023 Approved by the Stockholders: September 26, 2023 1. General; Purpose. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant |
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| October 5, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this current report on Form 8-K (“Current Report on Form 8-K”) dated October 5, 2023 and the definitive proxy statement/prospectus filed with the Securities and Exchange Commission (“SEC”) on August 14, 2023, as supplemented by the |
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| October 5, 2023 |
Exhibit 10.26 NKGEN BIOTECH, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 20 and is between NKGen Biotech, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officers of corporation |
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| October 5, 2023 |
Letter of WithumSmith+Brown, PC to the SEC, dated October 5, 2023 Exhibit 16.1 October 5, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements made by NKGen Biotech, Inc. (formerly known as Graf Acquisition Corp. IV) included under Item 4.01 of its Form 8-K dated October 5, 2023. We agree with the statements concerning our Firm under Item 4.01, in which we |
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| October 5, 2023 |
Exhibit 10.7.4 SECOND AMENDED AND RESTATED SPONSOR SUPPORT AND LOCKUP AGREEMENT This Second Amended and Restated Sponsor Support and Lockup Agreement (this “Agreement”), dated as of September [26], 2023, is made and entered into by and among Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Graf Sponsor”), Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), N |
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| October 5, 2023 |
Exhibit 4.2 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW NKGEN BIOTECH, INC. Incorporated Under the Laws of the State of Delaware CUSIP 65488A119 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered |
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| October 5, 2023 |
INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS NKGEN BIOTECH, INC. Unaudited Condensed Consolidated Financial Statements Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 F-2 Unaudited Condensed Statements of Operations for the Six Months Ended June 30, 2023 and 2022 F-3 Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for t |
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| October 5, 2023 |
Amended and Restated Bylaws of NKGen Biotech, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NKGEN BIOTECH, INC. (A DELAWARE CORPORATION) SECTION 1. OFFICES Section 1.1 Registered Office. The registered office of NKGen Biotech, Inc. (the “Corporation”) in the State of Delaware and the name of the Corporation’s registered agent at such address shall be as set forth in the certificate of incorporation of the Corporation (as the same may be amended |
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| October 5, 2023 |
Exhibit 10.24.3 NKGen Biotech, Inc. RSU Award Grant Notice (2023 Equity Incentive Plan) NKGen Biotech, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 20 |
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| October 5, 2023 |
Exhibit 10.7.3 THIRD AMENDED AND RESTATED SPONSOR SUPPORT AND LOCKUP AGREEMENT This Third Amended and Restated Sponsor Support and Lockup Agreement (this “Agreement”), dated as of September 29, 2023, is made and entered into by and among Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Graf Sponsor”), Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), NKGen |
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| October 5, 2023 |
Exhibit 99.4 NKGen Biotech, Inc. Announces Closing of Business Combination Company to Commence Trading on Nasdaq under Ticker Symbol “NKGN” on Monday, October 2, 2023 SANTA ANA, Calif., October 2, 2023 - NKGen Biotech, Inc. (“NKGen” or the “Company”), a clinical-stage biotechnology company focused on the development and commercialization of innovative autologous, allogeneic, and CAR-NK natural kil |
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| October 5, 2023 |
Specimen Common Stock Certificate. Exhibit 4.1 SHARES NUMBER C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 65488A101 NKGEN BIOTECH, INC. COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of common stock, par value $0.0001 per share (the “Common Stock”), of NKGen Biotech, Inc., a Delaware corporation (the “Company”), transferable on the books of the Company in person or by duly authorized attorney |
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| October 5, 2023 |
Exhibit 10.24.2 NKGen Biotech, Inc. Stock Option Grant Notice (2023 Equity Incentive Plan) NKGen Biotech, Inc. (the “Company”), pursuant to its 2023 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and in |
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| October 5, 2023 |
Amended and Restated Certificate of Incorporation of NKGen Biotech, Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NKGEN BIOTECH, INC. The undersigned, James A. Graf, hereby certifies that: ONE: The corporation was originally incorporated under the name “Graf Acquisition Corp. IV.” The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on January 28, 2021. The corporation filed its Amended |
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| October 5, 2023 |
NKGen Biotech, Inc. 2023 Equity Incentive Plan. Exhibit 10.24.1 NKGen Biotech, Inc. 2023 Equity Incentive Plan Adopted by the Board of Directors: September 25, 2023 Approved by the Stockholders: September 26, 2023 1. General. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the C |
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| October 5, 2023 |
Promissory Note issued by NKGen Biotech, Inc. to Lisa J. Ling, dated September 5, 2023. Exhibit 10.10 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. UNSECURED PROMISSORY NOTE Date of Issuance of Note: September 5, 2023 Principal Amount of Note: US$300,000.00 For value received, NKGen Biotech, Inc |
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| October 5, 2023 |
Exhibit 10.1.3 GRAF ACQUISITION CORP. IV September 19, 2023 Meteora Capital, LLC To Whom It May Concern: This letter agreement is entered into in connection with the execution by Meteora Capital, LLC and its affiliated entities (the “Investor”) of that certain Warrant Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, by and between Investor and Graf Acquisition Co |
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| September 29, 2023 |
Exhibit 10.4 Execution Version Date: September 28, 2023 To: Graf Acquisition Corp. IV, a Delaware corporation (“GFOR”) and NKGen Biotech, Inc., a Delaware corporation (“Target”) Address: 1790 Hughes Landing Blvd., Suite 400, The Woodlands, Texas, 77380 From: Polar Multi-Strategy Master Fund (“Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of this agreement (this “Confirmation”) is |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 25, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| September 29, 2023 |
Exhibit 10.2 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT This AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (as may be further amended from time to time, this “Subscription Agreement”) is entered into on September [26], 2023, by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”). WHEREAS, on April 14, 2023, the Company entered |
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| September 29, 2023 |
Exhibit 10.5 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 28, 2023, by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, Austria Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and NKG |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40427 GRAF ACQUISITION CORP. IV THE NEW YORK STOCK EXCHANGE (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) |
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| September 29, 2023 |
Form of Additional Warrant Subscription Agreement Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September [●], 2023, by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”). WHEREAS, on April 14, 2023, the Company entered into an Agreement and Plan of Merger with NKGen Biotech, Inc., a Delaware corporation ( |
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| September 29, 2023 |
Exhibit 10.3 Date: September 26, 2023 To: Graf Acquisition Corp. IV, a Delaware corporation (“GFOR”) and NKGen Biotech, Inc., a Delaware corporation (“Target”) Address: 1790 Hughes Landing Blvd., Suite 400, The Woodlands, Texas, 77380 From: Sandia Investment Management LP on behalf of Investors listed on Schedule A (collectively, “Seller”) Re: OTC Equity Prepaid Forward Transaction The purpose of |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 86-2191918 (State of incorporation or organization) (I.R.S. Employer Identification No.) 3001 Daimler Street Sa |
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| September 29, 2023 |
Regulation FD Disclosure, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 25, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission |
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| September 22, 2023 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 22, 2023, by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, Austria Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and NKG |
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| September 22, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271929 Proxy Statement/Prospectus Supplement No. 2 (to the Proxy Statement/Prospectus dated August 14, 2023) SUPPLEMENT TO PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS OF GRAF ACQUISITION CORP. IV PROSPECTUS FOR 18,281,647 SHARES OF COMMON STOCK OF GRAF ACQUISITION CORP. IV (WHICH WILL BE RENAMED NKGEN BIOTECH, INC.) In connection wi |
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| September 22, 2023 |
Exhibit 10.1 AMENDED AND RESTATED SPONSOR SUPPORT AND LOCKUP AGREEMENT This Amended and Restated Sponsor Support and Lockup Agreement (this “Agreement”), dated as of September 21, 2023, is made and entered into by and among Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Graf Sponsor”), Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), NKGen Biotech, Inc. |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 21, 2023 GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commi |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 21, 2023 GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commi |
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| September 22, 2023 |
Exhibit 10.1 AMENDED AND RESTATED SPONSOR SUPPORT AND LOCKUP AGREEMENT This Amended and Restated Sponsor Support and Lockup Agreement (this “Agreement”), dated as of September 21, 2023, is made and entered into by and among Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Graf Sponsor”), Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), NKGen Biotech, Inc. |
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| September 22, 2023 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 22, 2023, by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, the Company, Austria Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and NKG |
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| September 22, 2023 |
Exhibit 10.1 Date: September 22, 2023 To: Graf Acquisition Corp. IV, a Delaware corporation (“GFOR”) and NKGen Biotech, Inc., a Delaware corporation (“Target”) Address: 1790 Hughes Landing Blvd., Suite 400, The Woodlands, Texas, 77380 From: (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with M |
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| September 22, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271929 Proxy Statement/Prospectus Supplement No. 1 (to the Proxy Statement/Prospectus dated August 14, 2023) SUPPLEMENT TO PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS OF GRAF ACQUISITION CORP. IV PROSPECTUS FOR 18,281,647 SHARES OF COMMON STOCK OF GRAF ACQUISITION CORP. IV (WHICH WILL BE RENAMED NKGEN BIOTECH, INC.) In connection wi |
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| September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 22, 2023 GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commi |
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| September 22, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 22, 2023 GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commi |
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| September 22, 2023 |
Exhibit 99.1 Graf Acquisition Corp. IV Announces Adjournment of Special Meeting to Approve Business Combination with NKGen Biotech, Inc. to September 25, 2023 THE WOODLANDS, Texas, September 22, 2023 – Graf Acquisition Corp. IV (NYSE: GFOR, GFOR.U, GFOR WS) (the “Company” or “Graf”), announced today that on September 20, 2023, it adjourned, without conducting any business, the special meeting of i |
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| September 22, 2023 |
Exhibit 10.1 Date: September 22, 2023 To: Graf Acquisition Corp. IV, a Delaware corporation (“GFOR”) and NKGen Biotech, Inc., a Delaware corporation (“Target”) Address: 1790 Hughes Landing Blvd., Suite 400, The Woodlands, Texas, 77380 From: (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with M |
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| September 22, 2023 |
Exhibit 99.1 Graf Acquisition Corp. IV Announces Adjournment of Special Meeting to Approve Business Combination with NKGen Biotech, Inc. to September 25, 2023 THE WOODLANDS, Texas, September 22, 2023 – Graf Acquisition Corp. IV (NYSE: GFOR, GFOR.U, GFOR WS) (the “Company” or “Graf”), announced today that on September 20, 2023, it adjourned, without conducting any business, the special meeting of i |
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| September 19, 2023 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“Securities act”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE |
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| September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 19, 2023 GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commi |
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| September 19, 2023 |
Warrant Subscription Agreement, dated September 19, 2023. Exhibit 10.1 Execution Copy SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 19, 2023, by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”). WHEREAS, on April 14, 2023, the Company entered into an Agreement and Plan of Merger with NKGen Biotech, Inc., a Delaware |
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| September 19, 2023 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“Securities act”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE |
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| September 19, 2023 |
Exhibit 10.1 Execution Copy SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 19, 2023, by and between Graf Acquisition Corp. IV, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”). WHEREAS, on April 14, 2023, the Company entered into an Agreement and Plan of Merger with NKGen Biotech, Inc., a Delaware |
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| September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 19, 2023 GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commi |
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| September 18, 2023 |
Exhibit 10.1 GRAF ACQUISITION CORP. IV, as Issuer, AND The Investors listed in Schedule I, each as an Investor Securities Purchase Agreement Dated as of September 15, 2023 5.0% / 8.0% Convertible Senior Notes due 2027 and Warrants TABLE OF CONTENTS Page Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Acts of Holder; Record Dates 9 Section |
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| September 18, 2023 |
Securities Purchase Agreement, dated September 15, 2023. Exhibit 10.1 GRAF ACQUISITION CORP. IV, as Issuer, AND The Investors listed in Schedule I, each as an Investor Securities Purchase Agreement Dated as of September 15, 2023 5.0% / 8.0% Convertible Senior Notes due 2027 and Warrants TABLE OF CONTENTS Page Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 Acts of Holder; Record Dates 9 Section |
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| September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 15, 2023 GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commi |
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| September 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 15, 2023 GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commi |
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| September 14, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 14, 2023 GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commi |
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| September 14, 2023 |
Exhibit 99.1 Graf Acquisition Corp. IV Announces Adjournment of Special Meeting to Approve Business Combination with NKGen Biotech, Inc. to September 20, 2023 THE WOODLANDS, Texas, September 14, 2023 – Graf Acquisition Corp. IV (NYSE: GFOR, GFOR.U, GFOR WS) (the “Company” or “Graf”), announced today that on September 13, 2023, it adjourned, without conducting any business, the special meeting of i |
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| September 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 14, 2023 GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commi |
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| September 14, 2023 |
Exhibit 99.1 Graf Acquisition Corp. IV Announces Adjournment of Special Meeting to Approve Business Combination with NKGen Biotech, Inc. to September 20, 2023 THE WOODLANDS, Texas, September 14, 2023 – Graf Acquisition Corp. IV (NYSE: GFOR, GFOR.U, GFOR WS) (the “Company” or “Graf”), announced today that on September 13, 2023, it adjourned, without conducting any business, the special meeting of i |
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| September 11, 2023 |
Exhibit 99.1 Graf Acquisition Corp. IV Announces Adjournment of Special Meeting to Approve Business Combination with NKGen Biotech, Inc. to September 13, 2023 THE WOODLANDS, Texas, September 11, 2023 – Graf Acquisition Corp. IV (NYSE: GFOR, GFOR.U, GFOR WS) (the “Company” or “Graf”), announced today that on September 8, 2023, it adjourned, without conducting any business, the special meeting of it |
