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    NKGen Biotech Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

    5/1/25 4:05:08 PM ET
    $NKGN
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $NKGN alert in real time by email
    false 0001845459 0001845459 2025-04-25 2025-04-25 0001845459 NKGN:CommonStock0.0001ParValuePerShareMember 2025-04-25 2025-04-25 0001845459 NKGN:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember 2025-04-25 2025-04-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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 File Number)   (IRS Employer
    Identification No.)

     

    3001 Daimler Street

    Santa Ana, CA, 92705

    (Address of principal executive offices and zip code)

     

    Registrant’s telephone number, including area code: (949) 396-6830

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each [exchange] on which registered
    Common Stock, $0.0001 par value per share   NKGN   OTC Pink
             
    Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   NKGNW   OTC Pink

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 1.01. Entry into a Material Definitive Agreement.

     

    Kepos Letter Agreement

     

    On April 25, 2025, NKGen Biotech, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Kepos Alpha Master Fund L.P. (“Kepos”) relating to the amended and restated Common Stock Purchase Warrant issued by the Company to Kepos on April 25, 2024 (the “Warrant”), which was originally issued pursuant to the Subscription Agreement, dated as of September 20, 2023, by and between the Company and Kepos.

     

    Pursuant to the Letter Agreement, Kepos elected to exercise 555,555 warrants on a cashless basis, resulting in the issuance of 555,555 shares of the Company’s common stock (the “Warrant Shares”). In addition, in lieu of a cash payment of $509,555 in Additional Downside Consideration (as defined in the Warrant) otherwise due to Kepos under the Warrant, Kepos agreed to receive and the Company agreed to issue 2,038,220 shares of its common stock (the “Additional Shares”) at a price of $0.25 per share, in full satisfaction of such amount.

     

    As a result, the Company issued to Kepos a total of 2,593,775 shares of common stock, consisting of the Warrant Shares and the Additional Shares.

     

    The Letter Agreement also acknowledges an outstanding amount of $382,222 in Downside Protection Cash (as defined in the Warrant) from the prior exercise of additional downside protection in connection with the Second Reset Date (as defined in the Warrant), and Kepos has agreed to accept, in lieu of cash, 1,528,888 shares of the Company’s common stock (the “Second Reset Additional Downside Shares”), which represents the quotient obtained by dividing the $382,222 in Downside Protection Cash by $0.25, subject to adjustment at the time of issuance, with such issuance constituting full satisfaction of the outstanding amounts.

     

    The Warrant Shares and Additional Shares issued pursuant to the Letter Agreement have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and may not be offered, sold, pledged, hedged, assigned, or otherwise transferred except pursuant to an effective registration statement or an available exemption from registration. The Warrant Shares and Additional Shares were delivered in book-entry form bearing an appropriate restrictive legend.

     

    The foregoing description of the Letter Agreement does not purport to be complete and is qualified its entirety by the terms and conditions of the Letter Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

     

    Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     

    The disclosures set forth in Item 1.01 are incorporated into this Item 2.03 by reference.

     

    Item 9.01. Financial Statements and Exhibits

     

    (d) Exhibits.

     

    Exhibit No.   Description
    10.1   Letter Agreement, dated April 25, 2025, by and between NKGen Biotech, Inc. and Kepos Alpha Master Fund L.P.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    1

     

     

    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: May 1, 2025 /s/ Paul Y. Song
      Name:  Paul Y. Song
      Title: Chief Executive Officer
        (Principal Executive Officer)

     

     

    2

     

     

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