SEC Form SCHEDULE 13D filed by NKGen Biotech Inc.
$NKGN
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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NKGen Biotech, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
65488A101 (CUSIP Number) |
Paul Y. Song 3001 Daimler Street, Santa Ana, CA, 92705 949-396-6830 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 65488A101 |
| 1 |
Name of reporting person
Paul Y. Song | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
63,738,042.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
54.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of (a) 21,020,030 shares of common stock of the Issuer, (b) 41,699,449 shares of common stock of the Issuer that could currently be acquired upon exercise of warrants, and (c) 1,018,563 shares of common stock of the Issuer that could currently be acquired upon exercise of warrants.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
NKGen Biotech, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3001 Daimler Street, Santa Ana,
CALIFORNIA
, 92705. |
| Item 2. | Identity and Background |
| (a) | Paul Y. Song |
| (b) | c/o NKGen Biotech, Inc., 3001 Daimler Street, Santa Ana, California 92705. |
| (c) | President / CEO of NKGen Biotech, Inc., 3001 Daimler Street, Santa Ana, California 92705 |
| (d) | No |
| (e) | No |
| (f) | United States of America |
| Item 3. | Source and Amount of Funds or Other Consideration |
The purchase of 20,849,725 shares of common stock of NKGen Biotech, Inc. and the accompanying issuance of a warrant to purchase 41,699,449 additional shares (the "Warrant") were made pursuant to a private placement as detailed in the Stock Purchase Agreement dated May 5, 2025. The total purchase price for the shares was $2,650,000.00, paid in cash from the Purchaser to the Company; no part of the purchase price was represented by borrowed funds or other consideration obtained for the purpose of acquiring, holding, trading, or voting the securities, and there were no loans or financing arrangements involved in the transaction. The Warrant was issued as additional consideration in connection with the share purchase and entitles the Purchaser to acquire further shares at an exercise price of $0.1271 per share. The transaction was a direct private placement between Reporting Person and NKGen Biotech, Inc., with no other parties providing funds or consideration. | |
| Item 4. | Purpose of Transaction |
The securities were acquired for investment purposes and to align with the strategic direction of the Company. The Reporting Person, as President and CEO of NKGen Biotech, Inc., currently exercises influence over management, operations, and corporate policy. Except as described herein, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions enumerated in this Item 4, although the Reporting Person reserves the right to formulate such plans or proposals in the future. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 63,738,042 (54.3%) |
| (b) | 63,738,042 |
| (c) | N/A |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except for the Stock Purchase Agreement and Warrant, there are no contracts, arrangements, understandings or relationships among the Reporting Person, or between the Reporting Person and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2025)
99.2 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2025) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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