NKGen Biotech Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On September 5, 2024, NKGen Biotech, Inc. (the “Company” and formerly known as Graf Acquisition Corp. IV (“Graf”)) and Seller (defined below) entered into a sixth amendment (the “Amendment”) to the forward purchase agreement, dated as of September 22, 2023 (the “FPA”), initially among the Company, Graf Acquisition Corp. IV, (“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, as amended on December 26, 2023, as further amended on January 2, 2024, January 11, 2024, February 21, 2024 and July 12, 2024.
Pursuant to the Amendment, the Company and Seller agreed to increase (i) the Prepayment Shortfall (as defined in the Amendment) by $250,000 and (ii) to increase the Share Consideration Shares (as defined in the Amendment) by 250,000 shares of the Company’s common stock. All other terms and conditions remained unchanged.
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2024, NKGen Biotech, Inc. (the “Company”) entered into a Separation and Transition Agreement (the “Transition Agreement”) with Pierre Gagnon, former Chief Operating Officer of the Company and a named executive officer for the fiscal year ended December 31, 2023. Under the Transition Agreement, Mr. Gagnon will serve as Advisor, through November 30, 2024 (the “Separation Date”).
In exchange for his service as Advisor, Mr. Gagnon will receive an hourly wage of $200 per hour and continued vesting of stock options. Mr. Gagnon will be providing services as a non-exempt, part-time employee, and therefore will cease to be eligible to accrue paid time off or participate in the Company’s benefits plans.
Pursuant to the Transition Agreement, Mr. Gagnon will be an at-will employee and either the Company or Mr. Gagnon may terminate the Transition Agreement prior to the Separation Date at any time. The Transition Agreement does not provide for any severance or other termination rights. Mr. Gagnon will continue to be subject to the restrictive covenants contained within the Company’s Employee Confidential Information and Inventions Assignment Agreement.
The foregoing description of the Transition Agreement is a summary only and is qualified in its entirety by reference to its full text, a copy of which will be attached to Form 10-Q covering the third quarter.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
10.1 | Sixth Amendment to Forward Purchase Agreement, dated as of September 5, 2024, among NKGen and Meteora Capital Partners, LP and certain of its affiliates. | |
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: September 11, 2024 | /s/ Paul Y. Song | |
Name: | Paul Y. Song | |
Title: | Chief Executive Officer | |
(Principal Executive Officer) |
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