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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): September 16, 2024

 

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   Nasdaq Global Market
         
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   NKGNW   Nasdaq Capital Market

 

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 8.01 Other Events.

 

On September 16, 2024, NKGen Biotech, Inc. (the “Company”) issued approximately 162,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) to two holders of its Convertible Notes (as defined in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on July 22, 2024 (the “Proxy Statement”)) at their request in partial repayment of amounts due under each holder’s respective Convertible Note (the “Conversions”). Pursuant to the terms of the Convertible Notes, the shares of Common Stock were issued at $0.60, which is 80% of the lowest volume weight average price of the Common Stock on any trading day during the 10-trading day period prior to the Conversions (the “Adjusted Price”). Such Conversions constitute dilutive issuances under Section 1.6(e) of the Convertible Notes and the promissory note filed as Exhibit 10.1 to the Company Current Report on Form 8-K, filed on August 9, 2024 (together with the Convertible Notes, the “Notes”), and Section 2(b) of the Convertible Note Warrants (as defined in the Proxy Statement), the BDW Warrant (as defined in the Proxy Statement) and the common stock purchase warrant filed as Exhibit 4.1 to the Company Current Report on Form 8-K, filed on August 9, 2024 (collectively, the “Warrants”). Pursuant to the terms of the Notes and the Warrants, as of September 16, 2024, the conversion prices of the Notes and the exercise prices of the Warrants have been reset to the Adjusted Price.

 

 

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 20, 2024 /s/ Paul Y. Song
  Name:   Paul Y. Song
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

 

 

 

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Cover
Sep. 16, 2024
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Document Period End Date Sep. 16, 2024
Entity File Number 001-40427
Entity Registrant Name NKGen Biotech, Inc.
Entity Central Index Key 0001845459
Entity Tax Identification Number 86-2191918
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3001 Daimler Street
Entity Address, City or Town Santa Ana
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92705
City Area Code (949)
Local Phone Number 396-6830
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Entity Information, Former Legal or Registered Name Not Applicable
Common Stock, $0.0001 par value per share  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol NKGN
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol NKGNW
Security Exchange Name NASDAQ
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