Graf Acquisition Corp. IV filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On December 26, 2023, NKGen Biotech, Inc. (the “Company” and formerly known as Graf Acquisition Corp. IV (“Graf”)) and Seller (defined below) entered into an amendment (the “Amendment”) to the forward purchase agreement, dated as of September 22, 2023 (the “FPA”), initially among the Company, Graf, Meteora Strategic Capital, LLC (“MSC”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO” with MSC, MCP, and MSTO collectively, “Seller”) for OTC Equity Prepaid Forward Transactions.
Pursuant to the Amendment, the Company and Seller agreed among other things (i) to lower the Reset Price (as defined in the Amendment), (ii) to increase the Share Consideration Shares (as defined in the Amendment) by 200,000 shares of the Company’s common stock, (iii) at the request of the Company, pay the Future Shortfall (as defined in the Amendment), (iv) at the request of Seller, no sooner than January 1, 2024, the Company will provide executed instructions for the Seller to deliver to the Escrow Agent (as defined in the FPA), instructing the Escrow Agent to immediately remit all amounts held in the Escrow Account (as defined in the FPA) to such account as designated by Seller, and (v) Seller may also deliver an updated Pricing Date Notice (as defined in the FPA) to cover Additional Shares (as defined in the FPA) under the Confirmation (as defined in the Amendment) for a total of 767,990 Additional Shares.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amendment to Forward Purchase Agreement, dated as of December 26, 2023, among NKGen and Meteora Capital Partners, LP and certain of its affiliates. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NKGEN BIOTECH, INC. | ||
| Date: December 27, 2023 | /s/ Paul Y. Song | |
| Name: | Paul Y. Song | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |