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): February 13, 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 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.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 13, 2024, NKGen Biotech, Inc. (the “Company”) received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated February 13, 2024, indicating that, as a result of Alana McNulty’s resignation from the Board of Directors of the Company (the “Board”) and audit committee of the Board (the “Audit Committee”), effective February 4, 2024, that the Company is not currently in compliance with Nasdaq Listing Rule 5605, which requires that (i) a majority of the Board be comprised of independent directors and (ii) the Audit Committee is comprised of at least three independent directors.
The Company currently has four (4) directors, only two (2) of which qualify as independent directors. In addition, the Audit Committee currently is comprised of only two independent directors. In accordance with Nasdaq Listing Rule 5605(b)(1)(A), the Company has a “cure period” of until the earlier of the Company’s next annual shareholders’ meeting or February 4, 2025, or if the next annual shareholders’ meeting is held before August 2, 2024, then the Company must evidence compliance no later than August 2, 2024. The Company intends to elect one or more independent directors to serve as a member of the Board and the Audit Committee during this cure period.
The Notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market or warrants on The Nasdaq Capital Market.
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 16, 2024 | /s/ Paul Y. Song |
| | Name: | Paul Y. Song |
| | Title: | Chief Executive Officer |
| | | (Principal Executive Officer) |
