UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
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 29, 2023
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) | | (I.R.S. Employer
Identification No.) |
| 3001 Daimler St, Santa Ana, California | | 92705 |
| (Address of principal executive offices) | | (Zip Code) |
(949) 396-6830
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | 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 x
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.
EXPLANATORY NOTE
On October 5, 2023, NKGen Biotech, Inc. (f/k/a Graf Acquisition Corp. IV) (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) with the Securities Exchange Commission (“SEC”) to report, among other events, the consummation of the Business Combination (as defined in the Original 8-K) on September 29, 2023. The Company is filing the Amendment No.1 on Form 8-K/A (this “Amendment”) to amend the Original 8-K and to replace the Unaudited Pro Forma Condensed Combined Financial Information of the Company as of and for the six months ended June 30, 2023 and the year ended December 31, 2022, included as Exhibit 99.3.
All other items, other than Item 9.01(b) of the Original 8-K, are unaffected by this Amendment. The information previously reported in or filed with the Original 8-K is hereby incorporated by reference to this Amendment.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company as of and for the six months ended June 30, 2023 and the year ended December 31, 2022 is included in Exhibit 99.3 hereto and are incorporated by reference.
(d) Exhibits:
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 19, 2023
| NKGEN BIOTECH, INC. | |
| | | |
| By: | /s/ Paul Y. Song | |
| | Paul Y. Song | |
| | Chief Executive Officer | |
