SEC Form 8-K filed by NKGen Biotech Inc.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders (the “Special Meeting”) of NKGen Biotech, Inc. (the “Company” or “NKGen”) held on February 25, 2025, the following proposals were submitted to the stockholders of NKGen:
Proposal 1: To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio between 1-for-2 to 1-for-20, as determined by the Company’s board of directors (the “Reverse Stock Split Proposal”).
Proposal 2: To authorize the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve the above proposal.
For more information about the foregoing proposals, see the definitive proxy statement for the Special Meeting, filed with the Securities Exchange Commission on February 3, 2025. At the Special Meeting, there were, represented in person or by proxy, shares of common stock representing 32,317,232 votes, or approximately 71.90% of the voting power on January 24, 2025, or the record date for the Special Meeting, constituting a quorum. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:
Proposal 1: Reverse Stock Split Proposal
NKGen’s stockholders approved an amendment to the Charter to effect a reverse stock split of NKGen’s outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-20, within twelve months from the date that stockholder approval is obtained, with the exact ratio to be set within that range at the discretion of NKGen’s board of directors, without further approval or authorization of its stockholders.
| Votes For | Votes Against | Votes Abstaining | ||
| 31,450,301 | 832,068 | 34,863 |
Proposal 2: Adjournment Proposal
Since there were sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal, the Adjournment Proposal was not called for at the Special Meeting.
Item 8.01 Other Events.
Ratio and Timing of Reverse Split
On February 23, 2025, the board of directors (the “Board”) of NKGen determined to effect a one-for-six (1-for-6) reverse stock split of the Company’s common stock, subject to shareholder approval of the Reverse Stock Split Proposal. The reverse stock split ratio approved by the Board is within the previously disclosed range of ratios for a reverse stock split authorized by the stockholders of the Company at the Special Meeting.
The timing of the reverse stock split will be determined by the Board without further approval or authorization of NKGen’s stockholders and included in a public announcement once determined.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fraction of a share of Common Stock of the Company will receive one full share of Common Stock.
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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: February 25, 2025 | /s/ Paul Y. Song | |
| Name: | Paul Y. Song | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
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