NKGen Biotech Inc. 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 July 29, 2024, 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 28, 2023 (the “FPA”), initially among the Company, Graf Acquisition Corp. IV, (“Graf”), and Polar Multi-Strategy Master Fund (“Seller”) for OTC Equity Prepaid Forward Transactions.
Pursuant to the Amendment, the Company and Seller agreed to, among other things, (i) extend the Valuation Date (as defined in the Amendment) to December 31, 2024, (ii) lower the Reset Price (as defined in the Amendment), (iii) to increase the Share Consideration Shares (as defined in the Amendment) by 500,000 shares of the Company’s common stock, (iv) at the request of the Company, pay the Future Shortfall (as defined in the Amendment) and (v) at the request of Seller, no sooner than July 29, 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.
The Company continues to seek additional finance on terms consistent with the Company’s prior financings, or otherwise, previously disclosed in the Company’s current reports on Form 8-K.
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 July 29, 2024, among NKGen and Polar Multi-Strategy Master Fund. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 29, 2024 | /s/ Paul Y. Song | |
Name: | Paul Y. Song | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) |
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