NKGen Biotech, Inc. Common Stock (NKGN) S-1/A 13 May 24 IPO registration (amended) Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2023
Document Information Line Items
Entity Registrant Name	NKGen Biotech, Inc.
Document Type	S-1/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 3
Entity Central Index Key	0001845459
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 26	$ 117
Accounts receivable		29
Restricted cash	250
Prepaid expenses and other current assets	1,654	204
Total current assets	1,930	350
Property and equipment, net	14,459	15,521
Operating lease right-of-use assets, net		362
Capitalized software, net	92	97
Total assets	16,481	16,330
Current liabilities:
Accounts payable and accrued expenses (including related party amounts of $688 and $81 as of the year ended December 31, 2023 and 2022, respectively)	13,395	2,652
Convertible promissory notes, current		11,392
Revolving line of credit	4,991
Related party loans	5,000
Operating lease liability		379
Other current liabilities (including related party amounts of $202 and zero as of the year ended December 31, 2023 and 2022, respectively)	262	55
Forward purchase derivative liability	15,804
Total current liabilities	39,452	14,741
Deferred tax liability	33	26
Derivative warrant liabilities	25,759
Senior convertible promissory notes, noncurrent, due to related parties	9,930
Total liabilities	75,174	14,767
Commitments and contingencies (Note 14)
Stockholders’ equity (deficit):
Common stock, $0.0001 par value; 500,000,000 authorized shares as of December 31, 2023 and 2022; 21,888,976 and 13,303,795 shares issued and outstanding as of December 31, 2023 and 2022, respectively	2	1
Additional paid-in capital	121,727	80,738
Subscription receivable	(17,792)
Receivable from shareholder	(500)
Accumulated deficit	(162,130)	(79,176)
Total stockholders’ equity (deficit)	(58,693)	1,563
Total liabilities and stockholders’ equity (deficit)	16,481	16,330
Related Party
Current liabilities:
Convertible promissory notes, due to related parties		$ 263

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other current liabilities - related party amounts (in Dollars)	$ 84	$ 27
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	21,888,976	13,303,795
Common stock outstanding	21,888,976	13,303,795
Related Party
Accounts payable and accrued expenses - related party amounts (in Dollars)	$ 688	$ 81
Other current liabilities - related party amounts (in Dollars)	$ 202	$ 0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues		$ 77
Costs and expenses:
Cost of revenues		18
Research and development (including related party amounts of $620 and $439 for the year ended December 31, 2023 and 2022, respectively)	15,668	16,746
General and administrative	14,078	7,659
Total expenses	29,746	24,423
Loss from operations	(29,746)	(24,346)
Other income (expense):
Interest expense (including related party amounts of $431 and $2,271 for the year ended December 31, 2023 and 2022, respectively)	(745)	(2,306)
Change in fair value of convertible promissory notes and convertible promissory notes due to related parties (including related party amounts of $12 and $4 for the years ended December 31, 2023 and 2022, respectively)	(1,043)	(177)
Loss on issuance of forward purchase contract	(24,475)
Loss on amendment of forward purchase contract	(442)
Change in fair value of forward purchase derivative liability	(9,784)
Change in fair value of derivative warrant liabilities	(13,503)
Transaction costs expensed	(3,329)
Other income, net	120	82
Net loss before provision for income taxes	(82,947)	(26,747)
Provision for income taxes	(7)	(7)
Net loss and comprehensive loss	$ (82,954)	$ (26,754)
Weighted-average common shares outstanding, basic (in Shares)	15,426,908	6,356,348
Net loss per share, basic (in Dollars per share)	$ (5.38)	$ (4.21)

Consolidated Statements of Op_2

Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Research and development - related party amounts	$ 620	$ 439
Interest expense - related party amounts	431	2,271
Change in fair value of convertible promissory notes and convertible promissory notes due to related parties - related party amounts	$ 12	$ 4
Weighted-average common shares outstanding, diluted (in Shares)	15,426,908	6,356,348
Net loss per share, diluted (in Dollars per share)	$ (5.38)	$ (4.21)

Consolidated Statements of Stoc

Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Previously Reported Legacy Common Stock	Previously Reported Common Stock	Previously Reported Additional Paid-In Capital	Previously Reported Subscription Receivable	Previously Reported Receivable from Shareholder	Previously Reported Accumulated Deficit	Previously Reported	As Adjusted Legacy Common Stock	As Adjusted Common Stock	As Adjusted Additional Paid-In Capital	As Adjusted Subscription Receivable	As Adjusted Receivable from Shareholder	As Adjusted Accumulated Deficit	As Adjusted	Legacy Common Stock	Common Stock	Additional Paid-In Capital	Subscription Receivable	Receivable from Shareholder	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 14		$ 14,356			$ (52,422)	$ (38,052)	$ (14)	$ 1	$ 13						$ 1	$ 14,369			$ (52,422)	$ (38,052)
Balance (in Shares) at Dec. 31, 2021	14,382,093							(14,382,093)	5,873,711							5,873,711
Stock-based compensation																	69				69
Exercise of common stock options																	161				161
Exercise of common stock options (in Shares)																486,295
Issuance of common stock upon conversion of related party loans (Note 7)																	66,139				66,139
Issuance of common stock upon conversion of related party loans (Note 7) (in Shares)																6,943,789
Net loss																				(26,754)	(26,754)
Balance as of December 31 at Dec. 31, 2022																$ 1	80,738			(79,176)	$ 1,563
Balance as of December 31 (in Shares) at Dec. 31, 2022																13,303,795					13,303,795
Stock-based compensation																	4,135				$ 4,135
Exercise of common stock options																	12				$ 12
Exercise of common stock options (in Shares)																12,867					12,866
Reverse recapitalization transactions, net																$ 1	36,842	(32,915)			$ 3,928
Reverse recapitalization transactions, net (in Shares)																8,572,314
Loss on amendment of forward purchase contract																		15,123	(500)		14,623
Net loss																				(82,954)	(82,954)
Balance as of December 31 at Dec. 31, 2023																$ 2	$ 121,727	$ (17,792)	$ (500)	$ (162,130)	$ (58,693)
Balance as of December 31 (in Shares) at Dec. 31, 2023																21,888,976					21,888,976

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Activities
Net loss	$ (82,954)	$ (26,754)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,203	1,210
Stock-based compensation	4,135	69
Noncash lease expense	362	440
Change in fair value of convertible promissory notes and convertible promissory notes due to related parties	1,043	177
Noncash interest expense (including related party amounts of $431 and $2,271 for the years ended December 31, 2023 and 2022, respectively)	504	2,271
Transaction costs expensed	3,329
Loss on issuance of forward purchase contract	24,475
Loss on amendment of forward purchase contract	442
Change in fair value of forward purchase derivative liability	9,784
Change in the fair value of derivative warrant liability	13,503
Changes in operating assets and liabilities:
Accounts receivable	29	(29)
Prepaid expenses and other current assets	(1,403)	57
Accounts payable and accrued expenses	3,993	443
Operating lease liabilities	(379)	(437)
Other, net	(14)	(4)
Net cash used in operating activities	(21,948)	(22,557)
Investing activities
Purchases of property and equipment		(101)
Purchases of capitalized software	(48)	(62)
Net cash used in investing activities	(48)	(163)
Financing activities
Proceeds from exercise of common stock options	12	161
Proceeds from related party loans	5,300	23,000
Repayments of related party loans	(300)
Proceeds from issuance of convertible promissory notes and convertible promissory notes due to related parties	6,215
Proceeds from draws on revolving line of credit	4,991
Proceeds from issuance of common stock	1,668
Proceeds from related party issuance of senior convertible promissory notes with warrants	10,000
Proceeds from issuance of PIPE warrants	10,210
Payment of debt issuance costs on revolving line of credit	(100)
Repayments on paycheck protection loan		(675)
Payment of deferred underwriting fee	(1,250)
Payment of transaction costs	(14,591)
Net cash provided by financing activities	22,155	22,486
Net increase (decrease) in cash, cash equivalents, and restricted cash	159	(234)
Cash, cash equivalents, and restricted cash at the beginning of period	117	351
Cash, cash equivalents, and restricted cash at the end of period	276	117
Cash and cash equivalents	26	117
Restricted cash	250
Total cash, cash equivalents, and restricted cash	276	117
Supplemental cash flow information
Cash paid for interest expense	241	35
Supplemental disclosure of noncash investing and financing activities
Related party loans and interest payable converted into common stock		66,139
Issuance of subscription receivable	32,915
Conversion of legacy convertible promissory notes (including accrued interest)	18,913
Unpaid transaction costs included in accounts payable and accrued expenses	5,802
Assumption of derivative warrant liabilities	2,046
Receivable from shareholders in connection with amendment of forward purchase contracts	500
Property and equipment included in accounts payable and accrued expenses	73	8
Capitalized software costs included in accounts payable and accrued expenses	$ 15

Consolidated Statements of Ca_2

Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Noncash interest expense - related party amounts	$ 431	$ 2,271

Company Information

Company Information	12 Months Ended
	Dec. 31, 2023
Company Information [Abstract]
Company Information	1. Company Information NKGen Biotech, Inc. (“ Company NKGen -stage -NK -Natural-Killer NKMAX The Company was originally Incorporated in Delaware on January 28, 2021 under the name Graf Acquisition Corp. IV (“ Graf -purpose On April 14, 2023, the Company entered into the Agreement and Plan of Merger by and among Graf, Austria Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Graf (“ Merger Sub Merger Agreement Business Combination Legacy NKGen Merger Closing NKGen Biotech, Inc. NKGen Operating Biotech, Inc. NKGN NKGNW Throughout the notes to the consolidated financial statements, unless otherwise noted or otherwise suggested by context, the “ Company Liquidity The Company follows Financial Accounting Standards Board (“ FASB ASC -40 Presentation of Financial Statements — Going Concern The Company has a limited operating history, has incurred significant operating losses since its inception, and the revenue and income potential of the Company’s business and market are unproven. The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of December 31, 2023, the Company had an accumulated deficit of $162.1 million and cash and cash equivalents of less than $0.1 million. To date, the Company has funded its operations primarily with the net proceeds from the issuance of senior convertible promissory notes, the issuance of related party loans, draws upon a revolving line of credit, the issuance and sale of equity securities, PIPE warrants, private placements and proceeds from the Business Combination. The Company expects to incur substantial operating losses for the next several years and will need to obtain additional near -term The Company plans to continue to fund its losses from operations and capital funding needs through additional debt or equity financings to be received from related parties, private equity, or other sources. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, suspend or curtail planned programs, or may be forced to cease operations or file for bankruptcy protection. Any of these actions could materially harm the Company’s business, results of operations and future prospects. There can be no assurance that such financing will be available or will be at terms acceptable to the Company. The preparation of these consolidated financial statements does not include any adjustments that may result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“US GAAP”). The Company maintains its accounting records under the accrual method of accounting in conformity with US GAAP. Business Combination NKMAX held a majority of the voting power of Legacy NKGen before the Business Combination and continued to hold a majority of the voting power of the Company after the Business Combination. Therefore, as there was no change in control, the Business Combination was accounted for as a common control transaction with respect to Legacy NKGen along with a reverse recapitalization of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy NKGen with the Business Combination being treated as the equivalent of Legacy NKGen issuing shares for the net assets of Graf, accompanied by a recapitalization. The net assets of Graf were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy NKGen and the accumulated deficit of Legacy NKGen has been carried forward after Closing. Upon the consummation of the Business Combination, all of Legacy NKGen’s equity was converted into equity of the Company based upon an exchange ratio (“ Exchange Ratio All periods prior to the Business Combination have been retrospectively adjusted using the Exchange Ratio to reflect the reverse recapitalization. In connection with the reverse recapitalization treatment of the Business Combination, all issued and outstanding securities of Graf upon Closing were treated as issuances of the Company upon the consummation of the Business Combination. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that impact the reported amounts of certain assets and liabilities, certain disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements include, but are not limited to, accrued clinical and research and development expenses, legacy convertible promissory notes, senior convertible promissory notes due to related parties, forward purchase derivative liabilities, derivative warrant liabilities, common stock, and equity awards. These estimates and assumptions are based upon historical experience, knowledge of current events, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ materially from those estimates. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“ CODM -wide -lived Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The carrying amounts reported in the balance sheets for cash and cash equivalents are valued at cost, which approximate their fair value. The Company has not experienced any losses in such accounts and management believes the Company has no highly liquid investments exposed to credit risk. Restricted Cash Restricted cash consists of funds that are contractually restricted due to a revolving line of credit, which was entered into during June 2023. In accordance with the terms of the revolving line of credit, the Company was required to maintain $15.0 million in cash balances with the lender from March 31, 2024 until repayment of all principals and other payables to the lender under the revolving line of credit was made as additional collateral for the borrowings. In April 2024, the lender subsequently waived the minimum cash deposit requirement in exchange for the Company’s agreement to use the lender as their primary banking relationship. As of December 31, 2023, $0.3 million in restricted cash was recorded on the consolidated balance sheet. No -of-period -of-period Concentrations of Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company minimizes the amount of credit exposure by investing cash that is not required for immediate operating needs in money market funds, government obligations, and/or commercial paper with short maturities. To date, the Company has not experienced any losses associated with this credit risk and continues to believe this exposure is not significant. Cash deposits are insured by the Federal Deposit Insurance Corporations (“ FDIC For each of the years ended December 31, 2023 and 2022, no Property and Equipment, net Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight -line -line Capitalized Software, net Expenditures related to internal use software are capitalized. Such expenditures are amortized over their period of benefit, which are generally three -year -line Transaction Costs The Company capitalizes deferred transaction costs, which primarily consist of incremental legal fees, accounting fees and other costs directly attributable to anticipated capital -raising -raising No Transaction costs not specific to a single instrument are allocated on a relative fair value basis. Transaction costs allocated to equity -classified -classified Deferred Debt Issuance Costs Costs incurred through the issuance of the revolving line of credit to parties who are providing short -term No Hybrid Instruments The Company follows Financial Accounting Standards Board (“ FASB ASC Distinguishing Liabilities from Equity Derivative Instruments FASB ASC 815, Derivatives and Hedging Activities -standing -assessed Debt For convertible debt instruments that are not considered liabilities under ASC 480 or ASC 815, the Company applies ASC 470, Debt -in-kind Subscription and Shareholder Receivables The Company records stock issuances at the effective date. If the amounts are not funded upon issuance, the Company records a subscription receivable or shareholder receivable as an asset on the balance sheet. When subscription receivables or shareholder receivables are not received prior to the balance sheet date in satisfaction of the requirements under ASC 505, Equity Shareholder receivables represent amounts due from shareholders. If the shareholder does not fund the receivable prior to the balance sheet date, the Company records a receivable that is reclassified as a contra account to stockholder’s equity (deficit) on the balance sheet. Impairment of Long-Lived Assets The Company reviews its long -lived Fair Value Option In lieu of bifurcation, on an instrument -by-instrument Financial Instruments Financial Instruments Fair Value of Financial Instruments The Company follows ASC 820 -10 Fair Value Measurements and Disclosures -based The Company’s financial instruments include cash and cash equivalents, prepaid expenses and other current assets, capitalized software, accounts payable, accrued expenses, convertible promissory notes issued from 2019 through 2022 to investors (“2019 Convertible Notes”), convertible promissory notes due to related parties (“Related Party Convertible Notes”, together with the 2019 Convertible Notes, “Convertible Notes”), debt due to a related party (“Related Party Loans”), and other current liabilities. The carrying amount of cash and cash equivalents, prepaid expenses and other current assets, capitalized software, accounts payable, accrued expenses, revolving line of credit, and related party loans, and other current liabilities are generally considered to be representative of their respective values because of the short -term The Company elects to account for its 2019 Convertible Notes and Related Party Convertible Notes, which meet the required criteria, at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value of the Convertible Notes are recorded within other expenses, net on the accompanying consolidated statements of operations and comprehensive loss. Interest expense associated with the Convertible Notes is included in the change in fair value for the Convertible Notes. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying value of the Company’s Related Party Loans approximates fair value as the stated interest rate approximates market rates for similar loans and due to the short -term ASC 820, Fair Value Measurement Fair Value of Financial Instruments -term one Employee Benefit Plan Effective January 1, 2019, the Company adopted and maintains a defined contribution plan, which qualifies under Section 401(k) of the Internal Revenue Code, on behalf of its eligible employees. Upon consummation of the Business Combination, the Company adopted the 2023 equity incentive plan (“2023 Plan”), at which date NKGen determined it will no longer grant any additional awards under the 2019 Plan. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. During the years ended December 31, 2023 and 2022, the Company did not contribute to either plan. Revenue Recognition Historically, the Company recognized revenue in connection with Coronavirus Disease of 2019 (“ COVID -19 -19 The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers -step The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer. To determine the transaction price, the Company considers the existence of any significant financing component, the effects of any variable elements, noncash considerations and consideration payable to the customer. If a significant financing component exists, the transaction price is adjusted for the time value of money. If an element of variability exists, the Company must estimate the consideration it expects to receive and uses that amount as the basis for recognizing revenue as the product or the service is transferred to the customer. If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when (or as) the Company transfers control of the product or the service applicable to such performance obligation. In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as contract liability until (or as) the Company satisfies such performance obligation. In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable. The Company expenses incremental costs of obtaining and fulfilling a contract as and when incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract. Collaboration Agreement The Company has entered into a research agreement that falls under the scope of ASC 808, Collaborative Arrangements Research and Development Expenses All research and development costs are expensed in the period incurred. Research and development expenses primarily consist of services provided by contract organizations for clinical development, salaries and related expenses for personnel, including stock -based Leases The Company accounts for its leases under ASC 842, Leases -of-use -current -line Stock-Based Compensation Stock -based -based -10 Stock Compensation -Scholes -free The fair value of the shares of common stock underlying the stock options has historically been determined by the Company’s board of directors as there was no public market for the underlying common stock prior to October 2, 2023. The Company’s board of directors determines the fair value of the Company’s common stock by considering a number of objective and subjective factors including contemporaneous third -party -length The Company recognizes the expense for options with graded -vesting -line Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax -planning The Company records uncertain tax positions on the basis of a two -step -likely-than-not No Basic and Diluted Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss for the year by the weighted -average -average -converted -dilutive The Company has one class of shares Issued and outstanding. Accordingly, basic and diluted net loss per share is not allocated among multiple classes of shares. Basic and diluted net loss per share for all periods prior to the Closing have been retrospectively adjusted by the Exchange Ratio to affect the reverse recapitalization. Potentially anti -dilutive Private warrants 4,721,533 Working capital warrants 523,140 Public warrants 3,432,286 PIPE warrants 10,209,994 Stock options 2,078,986 SPA warrants 1,000,000 Senior convertible notes’ shares 1,000,000 Deferred founder shares (1) 1,173,631 Total 24,139,570 ____________ (1) Related Party Transactions Potentially anti -dilutive Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “ JOBS Act -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standard Board (“ FASB ASU -13 Measurement of Credit Losses on Financial Instruments -13 In August 2020, the FASB issued ASU 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -06 Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU No. 2023 -09 Improvements to Income Tax Disclosures (Topic 740)

Reverse Recapitalization

Reverse Recapitalization	12 Months Ended
	Dec. 31, 2023
Reverse Recapitalization [Abstract]
Reverse Recapitalization	3. Reverse Recapitalization As discussed in Note 1, Company Information • • • • • • The other related events that occurred in connection with the Closing include the following: • Private Placement • Warrants • Warrants • Convertible Notes • Convertible Notes • Related Party Transactions Refer to Note 9, Fair Value of Financial Instruments Legacy NKGen incurred $7.5 million of transaction costs in connection with the Business Combination, which was determined to be a capital -raising -classified -classified The following tables reconcile elements of the Business Combination to the Company’s consolidated financial statements, and should be read in conjunction with the footnotes referenced above (in thousands, except share amounts): Shares Graf public shares, net of redemptions 93,962 Private placement investors’ shares 3,683,010 Graf founder shares 2,516,744 Total Graf shares outstanding immediately prior to the Business Combination 6,293,716 Conversion of Legacy NKGen convertible promissory notes (after the application of the Exchange Ratio) 2,278,598 Legacy NKGen rollover shares (after the application of the Exchange Ratio) 13,316,662 Total Legacy NKGen shares 15,595,260 Total Company common stock outstanding immediately following the Business Combination 21,888,976 (In thousands) Recapitalization Closing proceeds Proceeds from issuance of common stock $ 1,667 Proceeds from issuance of PIPE warrants 10,210 Proceeds from issuance of senior convertible promissory notes with warrants 10,000 Closing disbursements Less: Payment of Graf deferred underwriter fees (1,250 ) Less: Payment of Graf transaction costs at Closing (1) (7,456 ) Less: Payment of Legacy NKGen transaction costs at Closing (3,510 ) Net cash proceeds from the Business Combination at Closing $ 9,661 Less: Payment of Legacy NKGen transaction costs prior to Closing (2,089 ) Net cash proceeds from the Business Combination $ 7,572 Noncash activity Conversion of legacy NKGen convertible promissory notes 18,913 Less: Operating liabilities assumed from Graf (860 ) Less: Unpaid transaction costs – assumed from Graf (1) (5,400 ) Less: Unpaid transaction costs – Legacy NKGen (1,938 ) Liability-classified instruments Less: Fair value of PIPE warrants (10,210 ) Less: Fair value of forward purchase derivative liability (20,201 ) Less: Fair value of senior convertible promissory notes (2) (9,707 ) Less: Fair value of private warrants (1,841 ) Less: Fair value of working capital warrants (204 ) Net equity impact of the Business Combination $ (23,876 ) __________ (1) represents a cash settlement obligation, and the remaining $2.0 million represents an obligation to issue a variable number of shares for a fixed monetary amount which was accounted for as a liability under ASC 480, Distinguishing Liabilities from Equity (2) As presented in the consolidated statements of stockholders’ equity (deficit) (in thousands): Net equity impact of the Business Combination $ (23,876 ) Loss on issuance of forward purchase contract 24,475 Transaction costs expensed 3,329 Total Impact of Business Combination on total stockholders’ deficit (1) $ 3,928 Issuance of subscription receivable 32,915 Par value of common stock issued (1 ) Total Impact of Business Combination on additional paid-in capital $ 36,842 ____________ (1)

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2023
Private Placement [Abstract]
Private Placement	4. Private Placement Initial Recognition Background Prior to the Closing, the Company entered into private agreements (“ Private Placement Agreements FPA Investors Forward Purchase Agreements FPA Shares Prepayment Amount The Prepayment Amount was deposited into escrow accounts. The terms of the Private Placement Agreements provide that following a one -year Measurement Period VWAP Reset Price All funds in escrow will be released to the Company, the FPA Investors, or a combination of both, at or before the one During the Measurement Period, to the extent the Company’s share price approaches or exceeds $10.44 per share, the likelihood and amount of escrow funds to be released to the Company increases and the likelihood and amount of escrow funds to be released to the FPA Investors decreases. Conversely, during the Measurement Period, to the extent the Company’s share price decreases below $10.44 per share, the likelihood and amount of escrow funds to be released to the Company decreases and the likelihood and amount of escrow funds to be released to the FPA Investors increases. Other drivers of settlement outcomes include the number of shares sold by FPA Investors to third parties during the Measurement Period, whereby the selling of shares may decrease portions of escrow funds to be released to the FPA Investors by up to $2.00 per share sold, the application of antidilution provisions, the timing of sales and settlements, among other factors. Additionally, a prepayment shortfall of $0.1 million was established in connection with the Private Placement Agreements (“ Prepayment Shortfall -parties In addition to the FPA Shares, the FPA Investors received 514,889 Bonus Shares Accounting All FPA Shares and Bonus Shares are outstanding shares of the Company that are not held in escrow, are transferrable without restrictions, and have the same voting as well as dividend and liquidation participation rights as other shares of the Company. Accordingly, such shares are equity classified and presented together with other shares of common stock in the consolidated financial statements. The escrow agreements provide that funds placed into escrow are held in escrow for the benefit of the FPA Investors until they are released to the Company pursuant to the terms of the Private Placement Agreements and the Company’s creditors do not have access to the funds held in escrow in the event of bankruptcy of the Company. Accordingly, the Company accounted for the original Prepayment Amount of $32.9 million as a contra -equity The features of the Private Placement Agreements met the derivatives criteria under ASC 815 because they contained an underlying, notional amount, payment provision, and net settlement. Accordingly, a derivative liability was recognized based on the estimated measurement of the portion of the funds in escrow that could be released to the FPA Investors, based on circumstances existing as of Closing. The net balance of the Prepayment Amount presented as a subscription receivable and the derivative liability when considered together represents the estimated amount of escrow funds the Company expects to receive from the escrow accounts. Subsequent changes in fair value of the derivative liability associated with the Private Placement Agreements will be recognized through earnings on a quarterly basis. Upon the Closing, in addition to the $32.9 million subscription receivable, a loss on issuance of forward purchase contract totaling $24.5 million was recorded, which consisted of the fair value of the derivative liability of $20.2 million plus the fair value of the Bonus Shares of $4.3 million. The forward purchase derivative liability is treated as a current liability because the Private Placement Agreements mature or otherwise are subject to early termination at or prior to the one year at or before the one December 2023 Amendment On December 26, 2023, the Company and an FPA Investor entered into an amendment to their Forward Purchase Agreement (“ FPA Amendment -designated Amended Reset Price Amended Prepayment Shortfall The terms of the Amended Reset Price provide for (i) a rolling ceiling effective as of the FPA Amendment execution date based on a weekly trailing VWAP such that the Company does not benefit from increases in share price during the Measurement Period, and (ii) discounts of generally 10% to the VWAP measurement that benefit the FPA Investor. Proceeds from the sale of FPA Shares by FPA Investors to third parties are required to be treated as a reduction to the prepayment shortfall until no balance remains in the prepayment shortfall (“ Shortfall Sales The terms of the Amended Prepayment Shortfall provide for a $0.5 million increase to the FPA Investor’s pre -existing Upon execution of the FPA Amendment, the Company recognized a loss on amendment to forward purchase contract as set forth below (in thousands): Loss on Reduction of subscription receivable $ 15,123 Reduction in forward purchase derivative liability (14,181 ) Shareholder receivable (500 ) Loss on amendment to forward purchase contract $ 442 The $0.4 million loss recognized in connection with the FPA Amendment represents the reduction in cash proceeds the Company may receive under the forward purchase contract, partially offset by the reduction in the forward purchase derivative liability and the shareholder receivable. As a result of the FPA Amendment, the maximum cash proceeds the Company could receive under the forward purchase contract, reflected in the subscription receivable balance, was lowered. The reduction in the subscription receivable of $15.1 million was caused by (i) the Amended Reset Price, which reduced the maximum price per FPA Share the Company could receive (initially, $10.44 per share), (ii) the re -designation Sales of FPA Shares Pursuant to the terms and conditions of the Private Placement Agreements, any sales of the Company’s common stock associated with the Private Placement Agreements may not be treated as sales of Bonus Shares until all FPA Shares are sold, at which point such sales of stock may be considered sales of Bonus Shares. Following the FPA Amendment, the FPA Investor sold 139,793 Change in fair value As set forth above in this Note 4, the forward purchase derivative liability represents the portion of the reduced subscription receivable, that may be released to the FPA Investors rather than the Company. Gains and losses resulting from the remeasurement of changes in the fair value of the forward purchase derivative liability are recognized in earnings on a quarterly basis. Refer to Note 9, Fair Value of Financial Instruments

Warrants

Warrants	12 Months Ended
	Dec. 31, 2023
Warrants [Abstract]
Warrants	5. Warrants As of December 31, 2023, all warrants described below remained outstanding and unexercised. Public Warrants In connection with Graf’s initial public offering (“ IPO Public Warrants” 30 five Private Warrants Concurrently with Graf’s IPO, Graf issued 4,721,533 warrants to Graf Acquisition Partners IV LLC (“ Private Warrants Related Party Transactions, -current SPA Warrants Together with the issuance of the Senior Convertible Notes described in Note 6, Convertible Notes SPA Warrants Related Party Transactions, Working Capital Warrants Prior to the Closing, Graf executed drawdowns upon a working capital loan facility. Upon Closing, the $0.8 million balance of the working capital loan facility was settled through the issuance of 523,140 warrants (“ Working Capital Warrants” Related Party Transactions, -current PIPE Warrants Prior to the Closing, the Company entered into warrant subscription agreements (the “ Warrant Subscription Agreements Warrant Investors purchase price of $1.00 per warrant (“ PIPE Warrants five -year -third -third -third 180 -current PIPE Warrants are classified to non -current

Convertible Notes

Convertible Notes	12 Months Ended
	Dec. 31, 2023
Convertible Notes [Abstract]
Convertible Notes	6. Convertible Notes Legacy Convertible Notes From November to December 2019, the Company issued convertible promissory notes to investors (“ 2019 Convertible Notes 2019 Related Party Convertible Notes 2023 Convertible Notes 2023 Related Party Convertible Notes Legacy Convertible Notes Total proceeds raised from the 2019 Convertible Notes and 2019 Related Party Convertible Notes were $10.8 million and $0.3 million, respectively, which each bore interest at 1.7% per year and had a maturity date of December 31, 2023. Total proceeds raised from the 2023 Convertible Notes and 2023 Related Party Convertible Notes were $6.1 million and $0.1 million, respectively, which each bore interest at 4.6% per year and had maturity dates of three Pursuant to their terms, immediately prior to Closing, all of the Legacy Convertible Notes were converted into 5,579,266 Senior Convertible Notes Prior to the Closing, the Company entered into convertible note subscription agreements (“ Securities Purchase Agreement four -year -annually Senior Convertible Notes -annually -kind -dilution six in Note 5, Warrants Fair Value of Financial Instruments -financial Related Party Transactions, The following table presents a reconciliation of the Senior Convertible Notes (in thousands): Senior Convertible Balance as of December 31, 2022 $ — Issuance 9,707 Amortization of discount 17 Paid-in-kind interest 206 Balance as of December 31, 2023 $ 9,930

Debt

Debt	12 Months Ended
	Dec. 31, 2023
Debt [Abstract]
Debt	7. Debt Revolving Line of Credit In June 2023, the Company entered into a $5.0 million revolving line of credit agreement (as amended on September 19, 2023, January 30, 2024 and April 5, 2024) with a commercial bank with a one -year Through December 31, 2023, the Company drew down $4.9 million upon the revolving line of credit and no repayments of drawdowns occurred. Interest expense of $0.2 million was incurred upon the revolving line of credit, which was paid in cash during the year ended December 31, 2023. No interest expense was incurred for the revolving line of credit during the year ended December 31, 2022. Related Party Loans Between August 2019 and April 2023, the Company entered into related party loans with NKMAX (“Related Party Loans”). In December 2022, the then -outstanding From January through April 2023, the Company entered into additional Related Party Loans with NKMAX for aggregate gross proceeds of $5.0 million. These additional Related Party Loans bear an interest rate of 4.6% and mature on December 31, 2024. There are no financial or non -financial In connection with the Related Party Loans, interest expenses incurred were $0.2 million and $2.3 million for the year ended December 31, 2023 and 2022, respectively. Related party interest payable amounts recorded to other current liabilities on the consolidated balance sheets were $0.2 million and zero as of December 31, 2023 and December 31, 2022, respectively. Short Term Related Party Loan In September 2023, NKGen raised $0.3 million in proceeds in connection with a related party loan with a 30 -day Short Term Related Party Loan Paycheck Protection Program Loan In May 2020, the Company received loan proceeds of $1.1 million pursuant to the Paycheck Protection Program (“PPP”). The PPP, established as part of the CARES Act, provides loans for small businesses to cover qualified payroll costs, rent, utilities, and interest on mortgage and other debt obligations. The loan has an interest rate of 1.0%. The loan was paid off in May 2022. The Company recorded interest expense of $0.1 million related to the PPP loan to interest expense in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022. No amounts related to the Paycheck Protection Program Loan were recorded as of December 31, 2023.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related-Party Transactions [Abstract]
Related Party Transactions	8. Related Party Transactions Founder Shares Contemporaneously with the execution of the Merger Agreement, Graf and NKGen entered into an amended and restated sponsor support and lockup agreement (“ Amended and Restated Sponsor Support and Lockup Agreement Founder Shares Deferred Founder Shares two Deferred Founder Shares do not have voting rights, do not participate in dividends and are not transferable. During the vesting period of five Vesting Period -day -day All Founder Shares, including Deferred Founder Shares, are equity classified primarily due to terms indexed to the Company’s own stock, including upon a change in control. Related Party Financial Instruments The Company’s related party financial instruments include (i) the Founder Shares, including Deferred Founder Shares described above in this Note 8, (ii) the SPA Warrants described in Note 5, Warrants Warrants Convertible Notes Convertible Notes Debt Debt Warrants Advisory and research services The Company was provided professional clinical program advisory services from Paul Song, prior to his hiring as Chief Executive Officer in December 2022. No such services were provided to or incurred by the Company during the year ended December 31, 2023. For the year ended December 31, 2022, $0.4 million in research and development expenses related to these advisory services were recorded. As of December 31, 2022, amounts payable of less than $0.1 million relating to advisory and research services from related parties remained outstanding, which were recorded to accounts payable and accrued expenses on the consolidated balance sheet. As of December 31, 2023, no amounts payable remained outstanding relating to advisory and research services from related parties. Purchases of laboratory supplies For the year ended December 31, 2023 and December 31, 2022, the Company recorded research and development expenses of $0.6 million and $0.1 million, respectively, associated with the purchase of laboratory supplies from NKMAX. As of December 31, 2023 and December 31, 2022, $0.6 million and less than $0.1 million, respectively, remained outstanding relating to the purchase of laboratory supplies from NKMAX, which were recorded to accounts payable and accrued expenses on the consolidated balance sheet.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	9. Fair Value of Financial Instruments The Company accounts for the fair value of its financial instruments under the framework established by US GAAP which defines fair value and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s management used the following methods and assumptions to estimate the fair value of its financial instruments: Level 1 — Quoted prices in active markets for identical assets or liabilities the Company has the ability to access at the measurement date. Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities. Level 3 — Pricing inputs that are unobservable, supported by little or no market activity and are significant to the fair value of the assets or liabilities. The carrying amounts of the Company’s financial assets and financial liabilities are considered to be representative of their respective fair values because of the short -term Liabilities measured at fair value on a recurring basis as of December 31, 2023 are as follows (in thousands): Fair Value Measurements at Reporting Date Using Balance as of Private Warrants $ 378 $ — $ — $ 378 Working Capital Warrants 42 — — 42 Forward Purchase Derivative Liability 15,804 — — 15,804 PIPE Warrants 25,339 — — 25,339 Total $ 41,563 $ — $ — $ 41,563 In addition to items that are measured at fair value on a recurring basis, the Company also has liabilities that are measured at fair value on a nonrecurring basis. As these liabilities are not measured at fair value on a recurring basis, they are not included in the tables above. Liabilities that are measured at fair value on a nonrecurring basis as of December 31, 2023 include the Senior Convertible Notes. The valuation of the Senior Convertible Notes was $8.5 million as of December 31, 2023. The Senior Convertible Notes were determined to be in -scope Debt Legacy Convertible Notes The following table presents a reconciliation of the Legacy Convertible Notes (in thousands): 2019 Related 2023 Related Balance as of December 31, 2021 $ 11,219 $ 259 $ — $ — $ 11,478 Change in fair value 173 4 — — 177 Balance as of December 31, 2022 11,392 263 — — 11,655 Issuance — — 6,090 125 6,215 Change in fair value 1,083 13 (52 ) (1 ) 1,043 Conversion and settlement (12,475 ) (276 ) (6,038 ) (124 ) (18,913 ) Balance as of December 31, 2023 $ — $ — $ — $ — $ — The Company historically determined the carrying amount of the Legacy Convertible Notes using a scenario -based -weighted The following unobservable assumptions were used in determining the fair value of the Legacy Convertible Notes as of December 31, 2022: Probability of conversion — Probability of holding until maturity without conversion — Remaining term until potential conversion trigger date (years) 0 Discount yield (1) 20.0 % ____________ (1) The fair value of Legacy Convertible Notes immediately prior to their conversion at Closing was based upon the fair value of the 2,278,598 Senior Convertible Notes The Senior Convertible Notes were recognized at Closing on September 29, 2023. Additionally, as described above in Note 6, Convertible Notes The Company determined the stand -alone -weighted The following unobservable assumptions were used in determining the fair value of the Senior Convertible Notes at Closing: Credit spread (1) 12.1 % Equity volatility 45.0 % ____________ (1) As of December 31, 2023, the Company determined the fair value of the Senior Convertible Notes was $8.5 million. The following unobservable assumptions were used in determining the fair value of the Senior Convertible Notes at December 31, 2023: Credit spread (1) 12.7 % Equity volatility 45.0 % ____________ (1) Private Warrants and Working Capital Warrants The Private Warrants and Working Capital Warrants were recognized at Closing on September 29, 2023. The fair value as of Closing was $1.8 million and $0.2 million, respectively. As of December 31, 2023, the fair value was $0.4 million and less than $0.1 million respectively. The following table presents a reconciliation of the Private Warrants and Working Capital Warrants (in thousands): Working Balance as of December 31, 2022 $ — $ — $ — Recognition in connection with Business Combination 1,841 204 2,045 Change in fair value (1,464 ) (162 ) (1,626 ) Balance as of December 31, 2023 $ 377 $ 42 $ 419 The terms of the Private Warrants and Working Capital Warrants are identical. Accordingly, the methodology and assumptions used to value these instruments is identical. The fair value of the Private Warrants and Working Capital Warrants were measured using a Black -Scholes -Scholes -price -free -free -coupon The following unobservable assumptions were used in determining the fair value of the Private Warrants and Working Capital Warrants at Closing: Private Warrants’ volatility 9.6 % Dividend yield (per share) — The following unobservable assumptions were used in determining the fair value of the Private Warrants and Working Capital Warrants as of December 31, 2023: Private Warrants’ volatility 35.3 % Dividend yield (per share) — PIPE Warrants The PIPE Warrants were recognized at Closing on September 29, 2023. The fair value as of December 31, 2023 was $25.3 million. The following table presents a reconciliation of the PIPE Warrants (in thousands): PIPE Balance as of December 31, 2022 $ — Issuance 10,210 Change in fair value 15,129 Balance as of December 31, 2023 $ 25,339 The fair value of the PIPE Warrants was measured using its respective transaction price of $10.2 million for 10,209,994 PIPE Warrants at a purchase price of $1.00 per warrant at Closing. As of December 31, 2023 the fair value of the PIPE Warrants was $25.3 million. The fair value of the PIPE Warrants was valued using level three inputs and was estimated using a Monte Carlo simulation approach. The Company’s common share price was assumed to follow a Geometric Brownian Motion over a period from the Valuation Date to the Expiration Date. The breadth of all possible scenarios was captured in an estimate of volatility, based on comparable companies’ historical equity volatilities, considering differences in their capital structure. For each simulation path, the Test Price and Reset Price were calculated based on the daily stock price during the measurement period. On each Reset Date, the downside protection condition was assessed to see if it was met by comparing the Test Price with the downside protection threshold price. The value of each tranche of warrants was then computed, factoring in any downside protection shares and downside protection cash, if applicable. The average value across this range of possible scenarios, discounted to present using the risk -free The following unobservable assumptions were used in determining the fair value of the PIPE Warrants at December 31, 2023: Credit spread 12.7 % Equity volatility 100.0 % Forward Purchase Derivative Liability The forward purchase derivative liability was recognized at Closing on September 29, 2023. The fair value as of December 31, 2023 was $15.8 million. The following table presents a reconciliation of the Forward Purchase Derivative Liability (in thousands): Forward Forward purchase derivative liability at Close $ 20,201 Change in fair value in connection with the loss on amendment of forward purchase contract (14,181 ) Change in fair value of forward purchase derivative liability 9,784 Balance as of December 31, 2023 $ 15,804 The fair value of the forward purchase derivative liability was estimated using a Monte Carlo simulation approach. The Company’s common share price was simulated with daily time steps for a range of various possible scenarios. The breadth of all possible scenarios was captured in an estimate of volatility, based on comparable companies’ historical equity volatilities, considering differences in their capital structure. The simulated prices were compared against the settlement adjustment features of the Forward Purchase Agreements. Under each simulated scenario of future stock price, the Company calculated the value of the forward purchase derivative liability arrangement. The average value across this range of possible scenarios, discounted to present using the risk -free The following unobservable assumptions were used in determining the fair value of the forward purchase derivative liability at Closing: Dividend yield 0.0 % Equity volatility 105.0 % The following unobservable assumptions were used in determining the fair value of the forward purchase derivative liability immediately before and after modification at December 26, 2023: Dividend yield 0.0 % Equity volatility 125.0 % The following unobservable assumptions were used in determining the fair value of the forward purchase derivative liability at December 31, 2023: Dividend yield 0.0 % Equity volatility 115.0 % Relative Fair Values The Senior Convertible Notes were issued together with the SPA Warrants. Each instrument was recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value based on the transaction price of the Securities Purchase Agreement of $10.0 million at Closing on September 29, 2023. The relative fair value of the SPA Warrants was treated as a discount to the Senior Convertible Notes, which will be amortized to interest expense over the term of the Senior Convertible Notes. The stand -alone -alone

Stockholder_s Equity

Stockholder’s Equity	12 Months Ended
	Dec. 31, 2023
Stockholder’s Equity [Abstract]
Stockholder’s Equity	10. Stockholder’s Equity Reverse Recapitalization As described in Note 2, Summary of Significant Accounting Policies Common Stock As of December 31, 2023, the Company had authorized 500,000,000 Preferred Stock As of December 31, 2023, the Company had authorized 10,000,000 Employee Stock Purchase Plan Upon consummation of the Business Combination, the Company adopted an employee stock purchase plan (“ ESPP 2023 Plan Upon consummation of the Business Combination, the Company adopted the 2023 equity incentive plan (“ 2023 Plan Upon the effective date of the 2023 Plan, the Company may not grant any additional awards under the 2019 Plan. As of December 31, 2023, no awards were granted under the 2023 Plan. 2019 Plan The Company’s 2019 Plan (“2019 Plan”) became effective on October 23, 2019. The 2019 Plan provides for the grant of incentive stock options, non -qualified Stock options granted under the 2019 Plan expire no later than ten four -year three four three The fair value of each employee and non -employee -Scholes -pricing -specific -based -free A summary of the Company’s stock option activity for the year ended December 31, 2023 is as follows: Stock Options Outstanding Weighted Outstanding as of December 31, 2022 185,231 $ 1.37 Granted 2,173,693 6.67 Forfeited (267,072 ) 6.56 Exercised (12,866 ) 0.88 Outstanding as of December 31, 2023 2,078,986 $ 6.25 The weighted average assumptions used in the Black -Scholes Common stock fair value $ 9.18 Risk-free interest rate 3.5 % Expected volatility 111.0 % Expected term (in years) 6.1 Expected dividend yield 0.0 % Stock options outstanding, vested and expected to vest and exercisable as of December 31, 2023 are as follows: Number of Stock Options Weighted Average Remaining Contractual Life (Years) Total Outstanding as of December 31, 2022 185,231 6.98 $ 1.37 $ 980 Outstanding as of December 31, 2023 2,078,986 8.86 $ 6.25 $ 317 Vested and expected to vest as of December 31, 2023 2,078,986 8.86 $ 6.25 $ 317 Exercisable as of December 31, 2023 302,760 7.46 $ 3.79 $ 317 Intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that had exercise prices that were lower than the per share fair value of the common stock on the related measurement date. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2023 was $0.1 million. The aggregate fair value of stock options vested during the year ended December 31, 2023 was $1.2 million. As of December 31, 2023, the total unrecognized stock -based 3.0 Stock -based Years ended 2023 2022 Research and development $ 898 $ 45 General and administrative 3,237 24 Total stock-based compensation expense $ 4,135 $ 69

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2023
Property and Equipment, Net [Abstract]
Property and Equipment, Net	11. Property and Equipment, net Property and equipment, net consist of the following (in thousands): Useful Life December 31, December 31, Land — $ 5,025 $ 5,025 Buildings 40 years 8,325 8,325 Furniture and fixtures 7 years 749 677 Lab equipment 5 years 4,004 4,003 Leasehold improvements Lesser of estimated useful life or related lease term 52 52 Office equipment 5 years 17 17 Vehicles 5 years 112 112 18,284 18,211 Less: Accumulated depreciation (3,825 ) (2,690 ) $ 14,459 $ 15,521 Depreciation expense related to property and equipment was $1.1 million and $1.2 million for the years ended December 31, 2023 and 2022, respectively. No gains or losses on the disposal of property and equipment have been recorded for each of the years ended December 31, 2023 and 2022.

Additional Balance Sheet Inform

Additional Balance Sheet Information	12 Months Ended
	Dec. 31, 2023
Additional Balance Sheet Information [Abstract]
Additional Balance Sheet Information	12. Additional Balance Sheet Information Prepaid expenses and other current assets consist of the following (in thousands): December 31, December 31, Prepaid expenses $ 1,565 $ 133 Other receivables 26 67 Revolving line of credit issuance fees 47 — Other 16 4 Prepaid expenses and other current assets $ 1,654 $ 204 Accounts payable and accrued expenses consist of the following (in thousands): December 31, December 31, Accounts payable $ 11,040 $ 975 Accrued liabilities 1,360 1,359 Employee compensation 911 291 Other 84 27 Accounts payable and accrued expenses $ 13,395 $ 2,652

Collaboration Agreement

Collaboration Agreement	12 Months Ended
	Dec. 31, 2023
Collaboration Agreement [Abstract]
Collaboration Agreement	13. Collaboration Agreement On September 17, 2020, the Company entered into a strategic collaboration with Affimed GmbH (“ Affimed EGFR Total reductions to research and development expenses for the years ended December 31, 2023 and 2022 were $0.2 million and $0.4 million, respectively.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	14. Commitments and Contingencies Leases In February 2018, the Company entered into an operating lease agreement for office space located in 10 Pasteur, Irvine with a lease term of approximately five two one two -year On November 9, 2023, the Company entered into a new operating lease agreement for office space located in Irvine, California with a lease term of approximately three New Office Lease Future minimum lease payments under the New Office Lease are as follows (in thousands): Minimum lease 2024 $ 235 2025 242 2026 249 Total operating lease liability $ 726 License Agreements The Company has entered into exclusive license agreements with NKMAX, as amended in October 2021, April 2023 and August 2023 (“Intercompany License”), pursuant to which the Company acquired certain intellectual property. Pursuant to each license agreement, as consideration for an exclusive license to the intellectual property, the Company paid an upfront fee of $1.0 million (“Licensed Technology”). As the license has no alternative future use, the Company recognized the upfront fee as research and development expense in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2020. Additionally, the Company is also required to pay one -time -single -digit -single Litigation The Company is subject to legal proceedings and claims, which arise in the ordinary course of business. The Company is not subject to any currently pending legal matters or claims that would have a material adverse effect on its financial position, results of operations or cash flows. In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. No amounts were accrued as of December 31, 2023 and December 31, 2022.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Income Taxes	15. Income Taxes The Company is subject to taxation in the U.S. and various state jurisdictions. The Company is not subject to taxation in foreign countries. The provision for income taxes for the years ended December 31, 2023 and 2022 are as follows (in thousands): Years Ended December 31, 2023 2022 Current: Federal $ — $ — State — — Deferred: Federal 7 7 State — — Provision for income taxes $ 7 $ 7 A reconciliation of the income tax computed at federal statutory income tax rate to the reported provision for income taxes is as follows (in thousands): Years Ended December 31, 2023 2022 Tax benefit at statutory federal rate $ (17,419 ) $ (5,618 ) State tax, net of federal tax benefit (1,946 ) (1,694 ) Interest expense 47 477 Increase in valuation allowance 9,189 7,908 Permanent items 12 37 Stock compensation 359 (4 ) Unrealized loss FV of notes 219 — General business tax credit (1,278 ) (1,098 ) Loss on issuance of forward purchase contract 5,140 — Loss on amendment of the subscription receivable 93 — Loss on derivative valuation 4,890 — Other 701 (1 ) Provision for income taxes $ 7 $ 7 Significant components of the Company’s deferred income taxes are as follows (in thousands): Years Ended December 31, 2023 2022 Deferred tax assets: Net operating losses $ 22,843 $ 17,890 Tax credit carryforwards, net 4,523 3,285 Accrued expenses 395 347 Section 174 R&E capitalization 4,939 2,847 Intangibles 707 — Lease liability — 106 Stock-based compensation 699 20 Total deferred tax assets 34,106 24,495 Deferred tax liabilities: Operating lease right-of-use asset — (101 ) Property and equipment (406 ) (595 ) Total deferred tax liabilities (406 ) (696 ) Net deferred tax assets 33,700 23,799 Less: Valuation allowance (33,733 ) (23,825 ) Net deferred tax liability $ (33 ) $ (26 ) Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Due to the lack of earnings history, the deferred tax assets have been offset by a valuation allowance net of reversing deferred tax liabilities that provided for a source of future taxable income. The valuation allowance increased by approximately $9.9 million and $7.9 million for the years ended December 31, 2023 and 2022, respectively. The Company has net operating loss carryforwards for federal and state income tax purposes of approximately $76.3 million and $96.7 million, respectively, as of December 31, 2023. Under the Tax Act and Jobs Act of 2017, the $76.3 million of federal net operating losses generated after December 31, 2017 will be carried forward indefinitely. The California net operating loss carryforwards will begin to expire in 2037 unless previously utilized. As of December 31, 2023, the Company also had federal and California research and development tax credit carryforward of approximately $3.2 million and $2.3 million, respectively. The federal research and development credit carryforwards will begin to expire in 2038. The California research and development credit carryforwards are available indefinitely. Federal and California tax laws imposes significant restrictions on the utilization of net operating loss carryforwards in the event of a change in ownership of the Company, as defined by Internal Revenue Code Sections 382 and 383. The Company has not completed a formal study to determine the limitations on their tax attributes due to change in ownership and may have limitations on the utilization of net operating loss carryforwards, credit carryforwards, or other tax attributes due to ownership changes. The Inflation Reduction Act of 2022 (“IRA”) which incorporates a Corporate Alternative Minimum Tax (CAMT) was signed on August 16, 2022. The changes will be effective for the tax years beginning after December 31, 2022. The new tax law will require companies to compute two separate calculations for federal income tax purposes and pay the greater of the new minimum tax or their regular tax liability. The IRA is not expected to have a material impact for the Company. Uncertain Tax Benefits No liability related to uncertain tax positions is recorded on the financial statements. The following table summarizes the activity related to the Company’s unrecognized tax benefits for the year ended December 31 (in thousands): Years Ended December 31, 2023 2022 Beginning balance $ 403 $ 269 Additions for tax positions related to the current year 129 131 Reductions for tax positions related to prior years 19 3 Ending balance $ 551 $ 403 The reversal of uncertain tax benefits would not affect the effective tax rate to the extent that the Company continues to maintain a valuation allowance against its deferred tax assets. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. Income tax returns are filed in the United States and California. The Company is not currently under audit by the Internal Revenue Service and the State of California. The years 2019 and forward remain open to examination for federal income tax purposes and the years 2018 and forward for California income tax to which the Company is subject. Due to net operating loss carryforwards, all years effectively remain open to income tax examination by the domestic taxing jurisdictions in which the Company files tax returns. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense. For the years ended December 31, 2023 and 2022 the Company has not recognized any interest or penalties related to income tax in the Company’s consolidated statements of operations and comprehensive loss.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	16. Subsequent Events Forward Purchase Contract Amendments On January 2, 2024, the Company amended their Forward Purchase Agreement with an FPA Investor to increase the prepayment shortfall by $0.5 million in exchange for a $0.5 million payment to the Company. All other terms and conditions remained unchanged. On January 11, 2024, the Company amended their Forward Purchase Agreement with an FPA Investor to increase the prepayment shortfall by $0.5 million in exchange for a $0.5 million payment to the Company. All other terms and conditions remained unchanged. On January 19, 2024, the Company amended their Forward Purchase Agreement with an FPA Investor to increase the prepayment shortfall by $0.3 million plus 20% of the then -current On February 21, 2024, the Company amended their Forward Purchase Agreement with an FPA Investor to increase the prepayment shortfall by $0.2 million and increase the Bonus Shares by 200,000 in exchange for a $0.2 million payment to the Company. All other terms and conditions remained unchanged. PIPE Warrants Amendment On February 9, 2024, the Company amended their Warrant Subscription Agreement with a Warrant Investor to, among other things, (i) make all subscription warrants held by the Warrant Investor immediately eligible to accelerate the share conversion provisions of the Warrant Subscription Agreement in exchange for a cash payment of $0.3 million, (ii) a second cash payment of up to $0.3 million based on the trailing 5 -day Convertible Bridge Loans On February 7, 2024, the Company entered into a related party bridge loan agreement for $0.4 million with a 20% premium due at maturity. The related party bridge loan matures at the earlier of (i) 60 90 On February 20, 2024, the Company entered into a bridge loan agreement for $0.1 million with a 20% premium due at maturity. The bridge loan matures at the earlier of (i) 60 On February 27, 2024, the Company entered into a bridge loan agreement for $0.1 million with a 20% premium due at maturity. The bridge loan matures at the earlier of (i) 60 On March 7, 2024, the Company entered into a bridge loan agreement for $0.1 million with a 20% premium due at maturity. The bridge loan matures at the earlier of (i) 60 Bridge Loans On March 7, 2024, the Company entered into two bridge loan agreements for $0.1 million each that matured on March 22, 2024 with a 7.5% premium due at maturity. Both bridge loans were subsequently paid in full on April 10, 2024. Convertible Promissory Notes On March 21, 2024, the Company entered into a 12% promissory note agreement for $0.3 million with a one On March 26, 2024, the Company entered into a 12% promissory note agreement with lender who is also a FPA Investor for $0.3 million with a one On April 1, 2024, the Company entered into a 12% promissory note agreement for $0.2 million with a one On April 1, 2024, the Company entered into a 12% promissory note agreement with lender who is also a FPA Investor for $0.3 million with a one Convertible Secured Promissory Note On April 5, 2024, the Company entered into a convertible secured promissory note agreement for $5.0 million with an interest rate of the one month secured overnight financing rate plus 2.85% payable in cash in arrears on a monthly basis, with payments commencing one month from issuance which will mature on October 4, 2026. The convertible promissory note was issued in two tranches, the first of which was for $1.0 million and closed on April 8, 2024 and the second tranche was for $4.0 million which closed on April 9, 2024. The convertible secured promissory note is secured by a second lien on the Company’s owned real property located in Santa Ana, California. The convertible secured promissory note is subordinate to the $5.0 million revolving line of credit. The outstanding principal amount is convertible at any time until its maturity at the option of the lender, into common stock at a $2.00 conversion price (subject to customary anti -dilution five Stock Option Grants On February 12, 2024 the Board of Directors approved the grant of 3,233,028 stock options. Sales of FPA Shares As of the date of issuance of these financial statements, an aggregate of 1,768,121 FPA Shares were sold, 1,000,000 FPA Shares from initial issuance remained outstanding, and up to an additional 1,167,990 FPA Shares may be issued subject to the Private Placement Agreements.

Subsequent Events (Unaudited)

Subsequent Events (Unaudited)	12 Months Ended
	Dec. 31, 2023
Subsequent Events Unaudited [Abstract]
Subsequent Events (unaudited)	17. Subsequent Events (unaudited) Convertible 12% Promissory Notes On April On April On April On May On May On May On May Forward Purchase Contract Amendments On April Convertible Bridge Loans On April On April On April Zero Coupon Convertible Promissory Note On May Convertible Promissory Notes On May

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“US GAAP”). The Company maintains its accounting records under the accrual method of accounting in conformity with US GAAP.
Business Combination	Business Combination NKMAX held a majority of the voting power of Legacy NKGen before the Business Combination and continued to hold a majority of the voting power of the Company after the Business Combination. Therefore, as there was no change in control, the Business Combination was accounted for as a common control transaction with respect to Legacy NKGen along with a reverse recapitalization of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy NKGen with the Business Combination being treated as the equivalent of Legacy NKGen issuing shares for the net assets of Graf, accompanied by a recapitalization. The net assets of Graf were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Legacy NKGen and the accumulated deficit of Legacy NKGen has been carried forward after Closing. Upon the consummation of the Business Combination, all of Legacy NKGen’s equity was converted into equity of the Company based upon an exchange ratio (“ Exchange Ratio All periods prior to the Business Combination have been retrospectively adjusted using the Exchange Ratio to reflect the reverse recapitalization. In connection with the reverse recapitalization treatment of the Business Combination, all issued and outstanding securities of Graf upon Closing were treated as issuances of the Company upon the consummation of the Business Combination.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that impact the reported amounts of certain assets and liabilities, certain disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. The most significant estimates in the Company’s consolidated financial statements include, but are not limited to, accrued clinical and research and development expenses, legacy convertible promissory notes, senior convertible promissory notes due to related parties, forward purchase derivative liabilities, derivative warrant liabilities, common stock, and equity awards. These estimates and assumptions are based upon historical experience, knowledge of current events, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results could differ materially from those estimates.
Segments	Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“ CODM -wide -lived
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The carrying amounts reported in the balance sheets for cash and cash equivalents are valued at cost, which approximate their fair value. The Company has not experienced any losses in such accounts and management believes the Company has no highly liquid investments exposed to credit risk.
Restricted Cash	Restricted Cash Restricted cash consists of funds that are contractually restricted due to a revolving line of credit, which was entered into during June 2023. In accordance with the terms of the revolving line of credit, the Company was required to maintain $15.0 million in cash balances with the lender from March 31, 2024 until repayment of all principals and other payables to the lender under the revolving line of credit was made as additional collateral for the borrowings. In April 2024, the lender subsequently waived the minimum cash deposit requirement in exchange for the Company’s agreement to use the lender as their primary banking relationship. As of December 31, 2023, $0.3 million in restricted cash was recorded on the consolidated balance sheet. No -of-period -of-period
Concentrations of Risk	Concentrations of Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company minimizes the amount of credit exposure by investing cash that is not required for immediate operating needs in money market funds, government obligations, and/or commercial paper with short maturities. To date, the Company has not experienced any losses associated with this credit risk and continues to believe this exposure is not significant. Cash deposits are insured by the Federal Deposit Insurance Corporations (“ FDIC For each of the years ended December 31, 2023 and 2022, no
Property and Equipment, net	Property and Equipment, net Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight -line -line
Capitalized Software, net	Capitalized Software, net Expenditures related to internal use software are capitalized. Such expenditures are amortized over their period of benefit, which are generally three -year -line
Transaction Costs	Transaction Costs The Company capitalizes deferred transaction costs, which primarily consist of incremental legal fees, accounting fees and other costs directly attributable to anticipated capital -raising -raising No Transaction costs not specific to a single instrument are allocated on a relative fair value basis. Transaction costs allocated to equity -classified -classified
Deferred Debt Issuance Costs	Deferred Debt Issuance Costs Costs incurred through the issuance of the revolving line of credit to parties who are providing short -term No
Hybrid Instruments	Hybrid Instruments The Company follows Financial Accounting Standards Board (“ FASB ASC Distinguishing Liabilities from Equity
Derivative Instruments	Derivative Instruments FASB ASC 815, Derivatives and Hedging Activities -standing -assessed
Debt	Debt For convertible debt instruments that are not considered liabilities under ASC 480 or ASC 815, the Company applies ASC 470, Debt -in-kind
Subscription and Shareholder Receivables	Subscription and Shareholder Receivables The Company records stock issuances at the effective date. If the amounts are not funded upon issuance, the Company records a subscription receivable or shareholder receivable as an asset on the balance sheet. When subscription receivables or shareholder receivables are not received prior to the balance sheet date in satisfaction of the requirements under ASC 505, Equity Shareholder receivables represent amounts due from shareholders. If the shareholder does not fund the receivable prior to the balance sheet date, the Company records a receivable that is reclassified as a contra account to stockholder’s equity (deficit) on the balance sheet.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews its long -lived
Fair Value Option	Fair Value Option In lieu of bifurcation, on an instrument -by-instrument Financial Instruments Financial Instruments
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows ASC 820 -10 Fair Value Measurements and Disclosures -based The Company’s financial instruments include cash and cash equivalents, prepaid expenses and other current assets, capitalized software, accounts payable, accrued expenses, convertible promissory notes issued from 2019 through 2022 to investors (“2019 Convertible Notes”), convertible promissory notes due to related parties (“Related Party Convertible Notes”, together with the 2019 Convertible Notes, “Convertible Notes”), debt due to a related party (“Related Party Loans”), and other current liabilities. The carrying amount of cash and cash equivalents, prepaid expenses and other current assets, capitalized software, accounts payable, accrued expenses, revolving line of credit, and related party loans, and other current liabilities are generally considered to be representative of their respective values because of the short -term The Company elects to account for its 2019 Convertible Notes and Related Party Convertible Notes, which meet the required criteria, at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value of the Convertible Notes are recorded within other expenses, net on the accompanying consolidated statements of operations and comprehensive loss. Interest expense associated with the Convertible Notes is included in the change in fair value for the Convertible Notes. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying value of the Company’s Related Party Loans approximates fair value as the stated interest rate approximates market rates for similar loans and due to the short -term ASC 820, Fair Value Measurement Fair Value of Financial Instruments -term one
Employee Benefit Plan	Employee Benefit Plan Effective January 1, 2019, the Company adopted and maintains a defined contribution plan, which qualifies under Section 401(k) of the Internal Revenue Code, on behalf of its eligible employees. Upon consummation of the Business Combination, the Company adopted the 2023 equity incentive plan (“2023 Plan”), at which date NKGen determined it will no longer grant any additional awards under the 2019 Plan. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. During the years ended December 31, 2023 and 2022, the Company did not contribute to either plan.
Revenue Recognition	Revenue Recognition Historically, the Company recognized revenue in connection with Coronavirus Disease of 2019 (“ COVID -19 -19 The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers -step The transaction price is the amount of consideration the Company is entitled to receive in exchange for the transfer of control of a product or a service to a customer. To determine the transaction price, the Company considers the existence of any significant financing component, the effects of any variable elements, noncash considerations and consideration payable to the customer. If a significant financing component exists, the transaction price is adjusted for the time value of money. If an element of variability exists, the Company must estimate the consideration it expects to receive and uses that amount as the basis for recognizing revenue as the product or the service is transferred to the customer. If a contract has multiple performance obligations, the Company allocates the transaction price to each distinct performance obligation in an amount that reflects the consideration the Company is entitled to receive in exchange for satisfying each distinct performance obligation. For each distinct performance obligation, revenue is recognized when (or as) the Company transfers control of the product or the service applicable to such performance obligation. In those instances where the Company first receives consideration in advance of satisfying its performance obligation, the Company classifies such consideration as contract liability until (or as) the Company satisfies such performance obligation. In those instances where the Company first satisfies its performance obligation prior to its receipt of consideration, the consideration is recorded as accounts receivable. The Company expenses incremental costs of obtaining and fulfilling a contract as and when incurred if the expected amortization period of the asset that would be recognized is one year or less, or if the amount of the asset is immaterial. Otherwise, such costs are capitalized as contract assets if they are incremental to the contract and amortized to expense proportionate to revenue recognition of the underlying contract.
Collaboration Agreement	Collaboration Agreement The Company has entered into a research agreement that falls under the scope of ASC 808, Collaborative Arrangements
Research and Development Expenses	Research and Development Expenses All research and development costs are expensed in the period incurred. Research and development expenses primarily consist of services provided by contract organizations for clinical development, salaries and related expenses for personnel, including stock -based
Leases	Leases The Company accounts for its leases under ASC 842, Leases -of-use -current -line
Stock-Based Compensation	Stock-Based Compensation Stock -based -based -10 Stock Compensation -Scholes -free The fair value of the shares of common stock underlying the stock options has historically been determined by the Company’s board of directors as there was no public market for the underlying common stock prior to October 2, 2023. The Company’s board of directors determines the fair value of the Company’s common stock by considering a number of objective and subjective factors including contemporaneous third -party -length The Company recognizes the expense for options with graded -vesting -line
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax -planning The Company records uncertain tax positions on the basis of a two -step -likely-than-not No
Basic and Diluted Net Loss Per Common Share	Basic and Diluted Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss for the year by the weighted -average -average -converted -dilutive The Company has one class of shares Issued and outstanding. Accordingly, basic and diluted net loss per share is not allocated among multiple classes of shares. Basic and diluted net loss per share for all periods prior to the Closing have been retrospectively adjusted by the Exchange Ratio to affect the reverse recapitalization. Potentially anti -dilutive Private warrants 4,721,533 Working capital warrants 523,140 Public warrants 3,432,286 PIPE warrants 10,209,994 Stock options 2,078,986 SPA warrants 1,000,000 Senior convertible notes’ shares 1,000,000 Deferred founder shares (1) 1,173,631 Total 24,139,570 ____________ (1) Related Party Transactions Potentially anti -dilutive
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “ JOBS Act -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standard Board (“ FASB ASU -13 Measurement of Credit Losses on Financial Instruments -13 In August 2020, the FASB issued ASU 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -06
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU No. 2023 -09 Improvements to Income Tax Disclosures (Topic 740)

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share	Potentially anti -dilutive Private warrants 4,721,533 Working capital warrants 523,140 Public warrants 3,432,286 PIPE warrants 10,209,994 Stock options 2,078,986 SPA warrants 1,000,000 Senior convertible notes’ shares 1,000,000 Deferred founder shares (1) 1,173,631 Total 24,139,570 (1) Related Party Transactions

Reverse Recapitalization (Table

Reverse Recapitalization (Tables)	12 Months Ended
	Dec. 31, 2023
Reverse Recapitalization [Abstract]
Schedule of Reconcile Elements of Business Combination to Company’s Consolidated Financial Statements	The following tables reconcile elements of the Business Combination to the Company’s consolidated financial statements, and should be read in conjunction with the footnotes referenced above (in thousands, except share amounts): Shares Graf public shares, net of redemptions 93,962 Private placement investors’ shares 3,683,010 Graf founder shares 2,516,744 Total Graf shares outstanding immediately prior to the Business Combination 6,293,716 Conversion of Legacy NKGen convertible promissory notes (after the application of the Exchange Ratio) 2,278,598 Legacy NKGen rollover shares (after the application of the Exchange Ratio) 13,316,662 Total Legacy NKGen shares 15,595,260 Total Company common stock outstanding immediately following the Business Combination 21,888,976
Schedule of Recapitalization	(In thousands) Recapitalization Closing proceeds Proceeds from issuance of common stock $ 1,667 Proceeds from issuance of PIPE warrants 10,210 Proceeds from issuance of senior convertible promissory notes with warrants 10,000 Closing disbursements Less: Payment of Graf deferred underwriter fees (1,250 ) Less: Payment of Graf transaction costs at Closing (1) (7,456 ) Less: Payment of Legacy NKGen transaction costs at Closing (3,510 ) Net cash proceeds from the Business Combination at Closing $ 9,661 Less: Payment of Legacy NKGen transaction costs prior to Closing (2,089 ) Net cash proceeds from the Business Combination $ 7,572 Noncash activity Conversion of legacy NKGen convertible promissory notes 18,913 Less: Operating liabilities assumed from Graf (860 ) Less: Unpaid transaction costs – assumed from Graf (1) (5,400 ) Less: Unpaid transaction costs – Legacy NKGen (1,938 ) Liability-classified instruments Less: Fair value of PIPE warrants (10,210 ) Less: Fair value of forward purchase derivative liability (20,201 ) Less: Fair value of senior convertible promissory notes (2) (9,707 ) Less: Fair value of private warrants (1,841 ) Less: Fair value of working capital warrants (204 ) Net equity impact of the Business Combination $ (23,876 ) (1) represents a cash settlement obligation, and the remaining $2.0 million represents an obligation to issue a variable number of shares for a fixed monetary amount which was accounted for as a liability under ASC 480, Distinguishing Liabilities from Equity (2)
Schedule of Consolidated Statements of Stockholders’ Equity (Deficit)	As presented in the consolidated statements of stockholders’ equity (deficit) (in thousands): Net equity impact of the Business Combination $ (23,876 ) Loss on issuance of forward purchase contract 24,475 Transaction costs expensed 3,329 Total Impact of Business Combination on total stockholders’ deficit (1) $ 3,928 Issuance of subscription receivable 32,915 Par value of common stock issued (1 ) Total Impact of Business Combination on additional paid-in capital $ 36,842 (1)

Private Placement (Tables)

Private Placement (Tables)	12 Months Ended
	Dec. 31, 2023
Private Placement [Abstract]
Schedule of Derivative Instruments	Upon execution of the FPA Amendment, the Company recognized a loss on amendment to forward purchase contract as set forth below (in thousands): Loss on Reduction of subscription receivable $ 15,123 Reduction in forward purchase derivative liability (14,181 ) Shareholder receivable (500 ) Loss on amendment to forward purchase contract $ 442

Convertible Notes (Tables)

Convertible Notes (Tables)	12 Months Ended
	Dec. 31, 2023
Convertible Notes [Abstract]
Schedule of Table Presents a Reconciliation of the Senior Convertible Notes	The following table presents a reconciliation of the Senior Convertible Notes (in thousands): Senior Convertible Balance as of December 31, 2022 $ — Issuance 9,707 Amortization of discount 17 Paid-in-kind interest 206 Balance as of December 31, 2023 $ 9,930

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value Hierarchy	Liabilities measured at fair value on a recurring basis as of December 31, 2023 are as follows (in thousands): Fair Value Measurements at Reporting Date Using Balance as of Private Warrants $ 378 $ — $ — $ 378 Working Capital Warrants 42 — — 42 Forward Purchase Derivative Liability 15,804 — — 15,804 PIPE Warrants 25,339 — — 25,339 Total $ 41,563 $ — $ — $ 41,563
Schedule of Reconciliation of Private Warrants and Working Capital Warrants	The following table presents a reconciliation of the Legacy Convertible Notes (in thousands): 2019 Related 2023 Related Balance as of December 31, 2021 $ 11,219 $ 259 $ — $ — $ 11,478 Change in fair value 173 4 — — 177 Balance as of December 31, 2022 11,392 263 — — 11,655 Issuance — — 6,090 125 6,215 Change in fair value 1,083 13 (52 ) (1 ) 1,043 Conversion and settlement (12,475 ) (276 ) (6,038 ) (124 ) (18,913 ) Balance as of December 31, 2023 $ — $ — $ — $ — $ —
Schedule of Fair Value of the Forward Purchase Derivative Liability	The following unobservable assumptions were used in determining the fair value of the Legacy Convertible Notes as of December 31, 2022: Probability of conversion — Probability of holding until maturity without conversion — Remaining term until potential conversion trigger date (years) 0 Discount yield (1) 20.0 % (1) The following unobservable assumptions were used in determining the fair value of the Senior Convertible Notes at Closing: Credit spread (1) 12.1 % Equity volatility 45.0 % The following unobservable assumptions were used in determining the fair value of the Senior Convertible Notes at December 31, 2023: Credit spread (1) 12.7 % Equity volatility 45.0 % The following unobservable assumptions were used in determining the fair value of the Private Warrants and Working Capital Warrants at Closing: Private Warrants’ volatility 9.6 % Dividend yield (per share) — The following unobservable assumptions were used in determining the fair value of the Private Warrants and Working Capital Warrants as of December 31, 2023: Private Warrants’ volatility 35.3 % Dividend yield (per share) — The following unobservable assumptions were used in determining the fair value of the PIPE Warrants at December 31, 2023: Credit spread 12.7 % Equity volatility 100.0 %
Schedule of Reconciliation of Private Warrants and Working Capital Warrants	The following table presents a reconciliation of the Private Warrants and Working Capital Warrants (in thousands): Working Balance as of December 31, 2022 $ — $ — $ — Recognition in connection with Business Combination 1,841 204 2,045 Change in fair value (1,464 ) (162 ) (1,626 ) Balance as of December 31, 2023 $ 377 $ 42 $ 419 The following table presents a reconciliation of the PIPE Warrants (in thousands): PIPE Balance as of December 31, 2022 $ — Issuance 10,210 Change in fair value 15,129 Balance as of December 31, 2023 $ 25,339
Schedule of Reconciliation of Forward Purchase Derivative Liability	The following table presents a reconciliation of the Forward Purchase Derivative Liability (in thousands): Forward Forward purchase derivative liability at Close $ 20,201 Change in fair value in connection with the loss on amendment of forward purchase contract (14,181 ) Change in fair value of forward purchase derivative liability 9,784 Balance as of December 31, 2023 $ 15,804
Schedule of Fair Value of the Forward Purchase Derivative Liability	The following unobservable assumptions were used in determining the fair value of the forward purchase derivative liability at Closing: Dividend yield 0.0 % Equity volatility 105.0 % The following unobservable assumptions were used in determining the fair value of the forward purchase derivative liability immediately before and after modification at December 26, 2023: Dividend yield 0.0 % Equity volatility 125.0 % The following unobservable assumptions were used in determining the fair value of the forward purchase derivative liability at December 31, 2023: Dividend yield 0.0 % Equity volatility 115.0 %

Stockholder_s Equity (Tables)

Stockholder’s Equity (Tables)	12 Months Ended
	Dec. 31, 2023
Stockholder’s Equity [Abstract]
Schedule of Stock Option Activity	A summary of the Company’s stock option activity for the year ended December 31, 2023 is as follows: Stock Options Outstanding Weighted Outstanding as of December 31, 2022 185,231 $ 1.37 Granted 2,173,693 6.67 Forfeited (267,072 ) 6.56 Exercised (12,866 ) 0.88 Outstanding as of December 31, 2023 2,078,986 $ 6.25
Schedule of Stock Option Valuation Assumptions	The weighted average assumptions used in the Black -Scholes Common stock fair value $ 9.18 Risk-free interest rate 3.5 % Expected volatility 111.0 % Expected term (in years) 6.1 Expected dividend yield 0.0 %
Schedule of Stock Options Outstanding, Vested and Expected to Vest and Exercisable	Stock options outstanding, vested and expected to vest and exercisable as of December 31, 2023 are as follows: Number of Stock Options Weighted Average Remaining Contractual Life (Years) Total Outstanding as of December 31, 2022 185,231 6.98 $ 1.37 $ 980 Outstanding as of December 31, 2023 2,078,986 8.86 $ 6.25 $ 317 Vested and expected to vest as of December 31, 2023 2,078,986 8.86 $ 6.25 $ 317 Exercisable as of December 31, 2023 302,760 7.46 $ 3.79 $ 317
Schedule of Compensation Expense	Stock -based Years ended 2023 2022 Research and development $ 898 $ 45 General and administrative 3,237 24 Total stock-based compensation expense $ 4,135 $ 69

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2023
Property and Equipment, Net [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consist of the following (in thousands): Useful Life December 31, December 31, Land — $ 5,025 $ 5,025 Buildings 40 years 8,325 8,325 Furniture and fixtures 7 years 749 677 Lab equipment 5 years 4,004 4,003 Leasehold improvements Lesser of estimated useful life or related lease term 52 52 Office equipment 5 years 17 17 Vehicles 5 years 112 112 18,284 18,211 Less: Accumulated depreciation (3,825 ) (2,690 ) $ 14,459 $ 15,521

Additional Balance Sheet Info_2

Additional Balance Sheet Information (Tables)	12 Months Ended
	Dec. 31, 2023
Additional Balance Sheet Information [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consist of the following (in thousands): December 31, December 31, Prepaid expenses $ 1,565 $ 133 Other receivables 26 67 Revolving line of credit issuance fees 47 — Other 16 4 Prepaid expenses and other current assets $ 1,654 $ 204
Schedule of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consist of the following (in thousands): December 31, December 31, Accounts payable $ 11,040 $ 975 Accrued liabilities 1,360 1,359 Employee compensation 911 291 Other 84 27 Accounts payable and accrued expenses $ 13,395 $ 2,652

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Schedule of Future Minimum Lease Payments	Future minimum lease payments under the New Office Lease are as follows (in thousands): Minimum lease 2024 $ 235 2025 242 2026 249 Total operating lease liability $ 726

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Schedule of Provision for Income Taxes	The Company is subject to taxation in the U.S. and various state jurisdictions. The Company is not subject to taxation in foreign countries. The provision for income taxes for the years ended December 31, 2023 and 2022 are as follows (in thousands): Years Ended December 31, 2023 2022 Current: Federal $ — $ — State — — Deferred: Federal 7 7 State — — Provision for income taxes $ 7 $ 7
Schedule of Reconciliation of Tax Provision (Benefit)	A reconciliation of the income tax computed at federal statutory income tax rate to the reported provision for income taxes is as follows (in thousands): Years Ended December 31, 2023 2022 Tax benefit at statutory federal rate $ (17,419 ) $ (5,618 ) State tax, net of federal tax benefit (1,946 ) (1,694 ) Interest expense 47 477 Increase in valuation allowance 9,189 7,908 Permanent items 12 37 Stock compensation 359 (4 ) Unrealized loss FV of notes 219 — General business tax credit (1,278 ) (1,098 ) Loss on issuance of forward purchase contract 5,140 — Loss on amendment of the subscription receivable 93 — Loss on derivative valuation 4,890 — Other 701 (1 ) Provision for income taxes $ 7 $ 7
Schedule of Deferred Tax Assets and Liabilities	Significant components of the Company’s deferred income taxes are as follows (in thousands): Years Ended December 31, 2023 2022 Deferred tax assets: Net operating losses $ 22,843 $ 17,890 Tax credit carryforwards, net 4,523 3,285 Accrued expenses 395 347 Section 174 R&E capitalization 4,939 2,847 Intangibles 707 — Lease liability — 106 Stock-based compensation 699 20 Total deferred tax assets 34,106 24,495 Deferred tax liabilities: Operating lease right-of-use asset — (101 ) Property and equipment (406 ) (595 ) Total deferred tax liabilities (406 ) (696 ) Net deferred tax assets 33,700 23,799 Less: Valuation allowance (33,733 ) (23,825 ) Net deferred tax liability $ (33 ) $ (26 )
Schedule of Unrecognized Tax Benefits, Excluding Accrued Interest and Penalties	No liability related to uncertain tax positions is recorded on the financial statements. The following table summarizes the activity related to the Company’s unrecognized tax benefits for the year ended December 31 (in thousands): Years Ended December 31, 2023 2022 Beginning balance $ 403 $ 269 Additions for tax positions related to the current year 129 131 Reductions for tax positions related to prior years 19 3 Ending balance $ 551 $ 403

Company Information (Details)

Company Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Company Information [Abstract]
Accumulated deficit	$ (162,130)	$ (79,176)
Cash and cash equivalents	$ 100

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) shares	Sep. 29, 2023	Jun. 30, 2023 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Exchange ratio			0.408
Reportable segment	1
Cash balances				$ 15,000,000
Restricted cash	$ 250,000
Federal deposit insurance corporations	250,000
Trade accounts receivables
Amortized over their period		3 years
Deferred transaction costs	3,329,000
Deferred debt issuance costs	$ 100,000
Tax benefit	50%
Tax liability
Number of class	1
Employee Stock Options, After Exchange Ratio [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Stock options (in Shares) | shares		185,231
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Other receivables	$ 0	$ 100,000
Computer Software, Intangible Asset [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Amortized over their period	3 years
Related Party [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Short-term loan due	1 year
Transaction Costs [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Deferred transaction costs

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share	12 Months Ended
	Dec. 31, 2023 shares
Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share [Line Items]
Potentially anti-dilutive shares	24,139,570
Private Warrants [Member]
Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share [Line Items]
Potentially anti-dilutive shares	4,721,533
Working Capital Warrants [Member]
Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share [Line Items]
Potentially anti-dilutive shares	523,140
Public Warrants [Member]
Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share [Line Items]
Potentially anti-dilutive shares	3,432,286
PIPE Warrants [Member]
Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share [Line Items]
Potentially anti-dilutive shares	10,209,994
Stock Options [Member]
Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share [Line Items]
Potentially anti-dilutive shares	2,078,986
SPA Warrants [Member]
Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share [Line Items]
Potentially anti-dilutive shares	1,000,000
Senior convertible notes’ shares [Member]
Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share [Line Items]
Potentially anti-dilutive shares	1,000,000
Deferred Founder Shares [Member]
Schedule of Potentially Anti-Dilutive Shares Excluded from the Calculation of Diluted Net Loss Per Share [Line Items]
Potentially anti-dilutive shares	1,173,631	[1]
[1]As described in Note 8, Related Party Transactions

Reverse Recapitalization (Detai

Reverse Recapitalization (Details) - USD ($) $ in Thousands		12 Months Ended
	Sep. 29, 2023	Dec. 31, 2023	Dec. 31, 2022
Reverse Recapitalization (Details) [Line Items]
Converted shares (in Shares)		5,579,266
Stock converted, reverse recapitalization (in Shares)	2,278,598	2,278,598
Common stock issued (in Shares)		21,888,976	13,303,795
Common stock outstanding (in Shares)	21,888,976	21,888,976	13,303,795
Stock options cancelled and converted (in Shares)		2,101,760
Transaction costs expensed		$ 3,329
Tramcaction costs		7,500
Unpaid transaction costs included in accounts payable and accrued expenses		5,802
Payments Of Reverse Recapitalization Transaction Costs		14,591
Reverse recapitalization obligation, cash settlement		700
Reverse recapitalization obligation, shares issuable		$ 2,000
Legacy NKGen [Member]
Reverse Recapitalization (Details) [Line Items]
Common stock issued (in Shares)		38,185,814
Common stock outstanding (in Shares)		38,185,814
Options, issued and outstanding (in Shares)		5,146,354
Vendor [Member]
Reverse Recapitalization (Details) [Line Items]
Unpaid transaction costs included in accounts payable and accrued expenses		$ 2,700
Payments Of Reverse Recapitalization Transaction Costs		1,300
Vendor [Member] | Graf Acquisition Partners IV LLC [Member]
Reverse Recapitalization (Details) [Line Items]
Unpaid transaction costs included in accounts payable and accrued expenses		4,000
Cash [Member] | Vendor [Member] | Graf Acquisition Partners IV LLC [Member]
Reverse Recapitalization (Details) [Line Items]
Unpaid transaction costs included in accounts payable and accrued expenses		2,000
Common Stock [Member] | Vendor [Member] | Graf Acquisition Partners IV LLC [Member]
Reverse Recapitalization (Details) [Line Items]
Unpaid transaction costs included in accounts payable and accrued expenses		$ 2,000
Common Stock, Including Convertible Debt Stock [Member]
Reverse Recapitalization (Details) [Line Items]
Stock converted, reverse recapitalization (in Shares)		15,595,262
Equity Instruments [Member]
Reverse Recapitalization (Details) [Line Items]
Transaction costs expensed		$ 4,200
Liability Instruments [Member]
Reverse Recapitalization (Details) [Line Items]
Transaction costs expensed		3,300
Business Combination [Member]
Reverse Recapitalization (Details) [Line Items]
Transaction costs expensed		$ 7,500

Reverse Recapitalization (Det_2

Reverse Recapitalization (Details) - Schedule of Reconcile Elements of Business Combination to Company’s Consolidated Financial Statements - shares		12 Months Ended
	Sep. 29, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconcile Elements of Business Combination to Company’s Consolidated Financial Statements [Line Items]
Total Graf shares outstanding immediately prior to the Business Combination	21,888,976	21,888,976	13,303,795
Conversion of Legacy NKGen convertible promissory notes (after the application of the Exchange Ratio)	2,278,598	2,278,598
Legacy NKGen rollover shares (after the application of the Exchange Ratio)	13,316,662
Graf public shares, net of redemptions [Member]
Schedule of Reconcile Elements of Business Combination to Company’s Consolidated Financial Statements [Line Items]
Total Graf shares outstanding immediately prior to the Business Combination	93,962
Private Placement Investors’ Shares [Member]
Schedule of Reconcile Elements of Business Combination to Company’s Consolidated Financial Statements [Line Items]
Total Graf shares outstanding immediately prior to the Business Combination	3,683,010
Graf founder shares [Member]
Schedule of Reconcile Elements of Business Combination to Company’s Consolidated Financial Statements [Line Items]
Total Graf shares outstanding immediately prior to the Business Combination	2,516,744
Common Shareholders [Member]
Schedule of Reconcile Elements of Business Combination to Company’s Consolidated Financial Statements [Line Items]
Total Graf shares outstanding immediately prior to the Business Combination	6,293,716
Legacy NKGen [Member]
Schedule of Reconcile Elements of Business Combination to Company’s Consolidated Financial Statements [Line Items]
Total Graf shares outstanding immediately prior to the Business Combination	15,595,260

Reverse Recapitalization (Det_3

Reverse Recapitalization (Details) - Schedule of Recapitalization - USD ($) $ in Thousands			12 Months Ended
		Sep. 29, 2023	Dec. 31, 2023	Dec. 31, 2022
Closing proceeds
Proceeds from issuance of common stock		$ 1,667	$ 1,668
Proceeds from issuance of PIPE warrants		10,210	10,210
Proceeds from issuance of senior convertible promissory notes with warrants		10,000	10,000
Closing disbursements
Less: Payment of Graf deferred underwriter fees		(1,250)	(1,250)
Less: Payment of Graf transaction costs at Closing	[1]	(7,456)
Less: Payment of Legacy NKGen transaction costs at Closing		(2,089)
Net cash proceeds from the Business Combination at Closing		9,661
Net cash proceeds from the Business Combination		7,572
Noncash activity
Conversion of legacy NKGen convertible promissory notes		18,913	18,913
Less: Operating liabilities assumed from Graf		(860)
Less: Unpaid transaction costs			(5,802)
Liability-classified instruments
Less: Fair value of PIPE warrants		(10,210)
Less: Fair value of forward purchase derivative liability		(20,201)
Less: Fair value of senior convertible promissory notes	[2]	(9,707)
Less: Fair value of private warrants		(1,841)
Less: Fair value of working capital warrants		(204)
Net equity impact of the Business Combination		(23,876)	$ (23,876)
Legacy NKGen [Member]
Closing disbursements
Less: Payment of Legacy NKGen transaction costs at Closing		(3,510)
Noncash activity
Less: Unpaid transaction costs		(1,938)
Graf Acquisition Partners IV LLC [Member]
Noncash activity
Less: Unpaid transaction costs	[1]	$ (5,400)
[1]The Graf transaction costs includes a $4.0 million accrual related to a certain vendor to be paid in cash and common stock of $2.0 million each. At Closing, a cash payment of $1.3 million was disbursed to this vendor. The remaining $2.7 million amount was recognized as a component of the unpaid transaction costs assumed from Graf, of which $0.7 million represents a cash settlement obligation, and the remaining $2.0 million represents an obligation to issue a variable number of shares for a fixed monetary amount which was accounted for as a liability under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Under ASC 480, the obligation to issue shares is not subsequently measured at fair value with changes recorded in earnings because the monetary amount is fixed.[2]Represents allocated fair value.

Reverse Recapitalization (Det_4

Reverse Recapitalization (Details) - Schedule of Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands			12 Months Ended
		Sep. 29, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Consolidated Statements of Stockholders’ Equity (Deficit) [Abstract]
Net equity impact of the Business Combination		$ (23,876)	$ (23,876)
Loss on issuance of forward purchase contract			24,475
Transaction costs expensed			3,329
Total Impact of Business Combination on total stockholders’ deficit	[1]		3,928
Issuance of subscription receivable			32,915
Par value of common stock issued			(1)
Total Impact of Business Combination on additional paid-in capital			$ 36,842
[1]Excludes impact of the Business Combination on net loss, which is presented separately in the consolidated statements of stockholders’ equity (deficit).

Private Placement (Details)

Private Placement (Details) - USD ($)			3 Months Ended	12 Months Ended
	Dec. 26, 2023	Sep. 28, 2023	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Private Placement (Details) [Line Items]
Repayment amount				$ 32,900,000
Number of additional shares (in Shares)			767,990
Minimum escrow releasement			$ 0	$ 0
Approaches or exceeds, threshold trigger (in Dollars per share)			$ 10.44	$ 10.44
Decreases below, threshold trigger (in Dollars per share)			10.44	10.44
Change in share price (in Dollars per share)			$ 2	$ 2
Shortfall, consideration received on transaction				$ 100,000
Repayment amount				32,900,000
Loss on issuance of forward purchase contract				(24,475,000)
Forward purchase derivative liability			$ 20,200,000	20,200,000
Bonus stock			$ 4,300,000	$ 4,300,000
Anniversary term			1 year	1 year
Loss on amendment of forward purchase contract				$ (442,000)
Reduction in forward purchase derivative liability				$ 14,200,000
Private Placement Agreements [Member]
Private Placement (Details) [Line Items]
Anniversary of closing period			1 year	1 year
Anniversary term			1 year	1 year
Number of additional shares (in Shares)				1,167,990
Bonus Shares [Member]
Private Placement (Details) [Line Items]
Shares purchased (in Shares)				514,889
Forward Purchase Agreement [Member]
Private Placement (Details) [Line Items]
Shares purchased (in Shares)				1,768,121
Repayment amount	$ 500,000
Approaches or exceeds, threshold trigger (in Dollars per share)			$ 10.44	$ 10.44
Number of shares re-designated (in Shares)	200,000
Discount of VWAP measurement			10%	10%
Derivative liability, additional share issuance of VWAP			0.90	0.90
VWAP trading days			20	20
Sale of stock, common stock purchase agreement, prepayment shortfall increase available				$ 500,000
Pre-existing prepayment shortfall			$ 100,000	100,000
Loss on amendment of forward purchase contract				442,000
Reduction of subscription receivable				$ 15,100,000
Number of additional shares (in Shares)				200,000
FPA Investor [Member]
Private Placement (Details) [Line Items]
Shares purchased (in Shares)		3,168,121		139,793
Repayment amount		$ 32,900,000
Anniversary of closing period			1 year	1 year

Private Placement (Details) - S

Private Placement (Details) - Schedule of Derivative Instruments - Forward Purchase Agreement [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Derivative Instruments [Line Items]
Reduction of subscription receivable	$ 15,123
Reduction in forward purchase derivative liability	(14,181)
Shareholder receivable	(500)
Loss on amendment to forward purchase contract	$ 442

Warrants (Details)

Warrants (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 29, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)
Warrants (Details) [Line Items]
Conversion ratio		1
Redemption price of warrants		$ 18
Proceeds from issuance of PIPE warrants (in Dollars) | $	$ 10,210	$ 10,210
Convertible Debt [Member] | Line of Credit [Member]
Warrants (Details) [Line Items]
Working capital loan (in Dollars) | $		$ 800
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrant, exercise price		$ 11.5
Period before warrants become exercisable		30 days
Warrant term		5 years
Public Warrants [Member] | Graf Acquisition Partners IV LLC [Member]
Warrants (Details) [Line Items]
Warrants issued (in Shares) | shares		3,432,286
Private Warrants [Member] | Graf Acquisition Partners IV LLC [Member]
Warrants (Details) [Line Items]
Warrants issued (in Shares) | shares		4,721,533
Warrant, exercise price		$ 11.5
SPA Warrants [Member]
Warrants (Details) [Line Items]
Warrants issued (in Shares) | shares		1,000,000
Warrant, exercise price		$ 11.5
Redemption price of warrants		$ 18
Working Capital Warrants [Member]
Warrants (Details) [Line Items]
Warrants issued (in Shares) | shares		523,140
Warrant, exercise price		$ 11.5
PIPE Warrants [Member]
Warrants (Details) [Line Items]
Warrants issued (in Shares) | shares	10,209,994
Warrant term	5 years
Purchase price	$ 1
Proceeds from issuance of PIPE warrants (in Dollars) | $	$ 10,200
Period before warrant adjustment	180 days
Cashless exchange, stock price trigger	$ 1.5
PIPE Warrants [Member] | Minimum [Member]
Warrants (Details) [Line Items]
Cashless exchange, stock price trigger	1.5
First Tranche [Member] | PIPE Warrants [Member]
Warrants (Details) [Line Items]
Warrant, exercise price	10
Second Tranche [Member] | PIPE Warrants [Member]
Warrants (Details) [Line Items]
Warrant, exercise price	12.5
Third Tranche [Member] | PIPE Warrants [Member]
Warrants (Details) [Line Items]
Warrant, exercise price	$ 15
Common Stock [Member] | Public Warrants [Member]
Warrants (Details) [Line Items]
Closing price required to redeem warrants		$ 18

Convertible Notes (Details)

Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Sep. 29, 2023	Dec. 31, 2019	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2019
Convertible Notes (Details) [Line Items]
Proceeds from convertible debt	$ 10,000		$ 6,215
(in Shares)			5,579,266
Stock converted, reverse recapitalization (in Shares)	2,278,598		2,278,598
Interest expense			$ 745	$ 2,306
Legacy NKGen Common Stock [Member]
Convertible Notes (Details) [Line Items]
(in Shares)			5,579,266
2023 Related Party Convertible Notes [Member]
Convertible Notes (Details) [Line Items]
Borrowing term			3 years
2019 Convertible Notes [Member]
Convertible Notes (Details) [Line Items]
Proceeds from convertible debt		$ 300			$ 10,800
2019 Convertible Notes [Member] | Convertible Debt [Member]
Convertible Notes (Details) [Line Items]
Interest rate		1.70%			1.70%
2023 Convertible Notes [Member]
Convertible Notes (Details) [Line Items]
Proceeds from convertible debt		$ 6,100
2023 Related Party Convertible Notes [Member]
Convertible Notes (Details) [Line Items]
Proceeds from convertible debt		$ 100
2023 Related Party Convertible Notes [Member] | Convertible Debt [Member]
Convertible Notes (Details) [Line Items]
Interest rate		4.60%			4.60%
Senior Convertible Notes [Member] | Convertible Debt [Member]
Convertible Notes (Details) [Line Items]
Proceeds from convertible debt			$ 10,000
Interest rate			5%
Borrowing term			4 years
Paid in kind interest rate			8
Conversion price (in Dollars per share)			$ 10
Exercise term			2 years 6 months
Minimum holding period post exercise			6 years
Interest expense			$ 200

Convertible Notes (Details) - S

Convertible Notes (Details) - Schedule of Table Presents a Reconciliation of the Senior Convertible Notes $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Table Presents a Reconciliation of the Senior Convertible Notes [Line Items]
Balance as of beginning
Issuance	9,707
Amortization of discount	17
Paid-in-kind interest	206
Balance at ending	$ 9,930

Debt (Details)

Debt (Details) - USD ($)			1 Months Ended				12 Months Ended
	Sep. 30, 2023	Apr. 30, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	May 31, 2020	Dec. 31, 2023	Dec. 31, 2022
Debt (Details) [Line Items]
Deferred debt issuance costs							$ 100,000
Proceeds from draws on revolving line of credit							4,991,000
Interest expense							745,000	2,306,000
Proceeds from related party loans		$ 5,000,000	$ 300,000				$ 5,300,000	23,000,000
Related Party Loans [Member] | Convertible Debt [Member]
Debt (Details) [Line Items]
Principal and interest					$ 66,100,000
Related Party Loans [Member] | Loans Payable [Member]
Debt (Details) [Line Items]
Interest rate		4.60%
Paycheck Protection Program Loan [Member] | Loans Payable [Member]
Debt (Details) [Line Items]
Interest rate						1%
Interest expense								100,000
Proceeds from paycheck protection program loan						$ 1,100,000
Common Stock [Member] | Related Party Loans [Member]
Debt (Details) [Line Items]
Converted shares (in Shares)					6,943,789
Revolving Credit Facility [Member] | Line of Credit [Member] | Commercial Bank Credit Facility [Member]
Debt (Details) [Line Items]
Revolving line of credit				$ 5,000,000
Borrowing term				1 year
Interest rate				7.50%
Deferred debt issuance costs				$ 100,000
Minimum deposit balance				15,000,000
Restricted cash balance requirement				$ 300,000
Interest rate for the revolving line of credit							8.20%
Proceeds from draws on revolving line of credit							$ 4,900,000
Interest expense							$ 200,000	0
Revolving Credit Facility [Member] | Line of Credit [Member] | Commercial Bank Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt (Details) [Line Items]
Basis spread interest rate on secured overnight financing rate				2.90%
Related Party [Member]
Debt (Details) [Line Items]
Borrowing term							1 year
Interest expense							$ 200,000	2,300,000
Interest payable					$ 0		100,000	0
Related Party [Member] | Loans Payable [Member]
Debt (Details) [Line Items]
Interest payable					$ 0		$ 200,000	$ 0
Related Party [Member] | Loans Payable [Member] | Related Party Loans [Member]
Debt (Details) [Line Items]
Borrowing term	30 days
Interest rate	5.10%		5.10%

Related Party Transactions (Det

Related Party Transactions (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Sep. 29, 2023 shares
Related Party Transactions (Details) [Line Items]
Common stock outstanding (in Shares)	21,888,976	13,303,795	21,888,976
Award trading restriction period	2 years
Research and development expense | $	$ 15,668,000	$ 16,746,000
Related Party [Member]
Related Party Transactions (Details) [Line Items]
Accounts payable | $	$ 688,000	81,000
Amended And Restated Sponsor Support Lockup Agreement [Member] | Related Party [Member] | Graf Acquisition Partners IV LLC [Member]
Related Party Transactions (Details) [Line Items]
Common stock outstanding (in Shares)	4,290,375
Shares forfeited (in Shares)	1,773,631
Restricted shares subject to vesting conditions (in Shares)	1,173,631
Shares were not forfeited, did not become restricted, nor subject to vesting conditions (in Shares)	1,343,113
Amended And Restated Sponsor Support Lockup Agreement [Member] | Related Party [Member] | Deferred Founder Shares [Member] | Graf Acquisition Partners IV LLC [Member]
Related Party Transactions (Details) [Line Items]
Vesting period	5 years
Amended And Restated Sponsor Support Lockup Agreement [Member] | Related Party [Member] | Deferred Founder Shares [Member] | Graf Acquisition Partners IV LLC [Member] | Tranche One [Member]
Related Party Transactions (Details) [Line Items]
Share price trigger (in Dollars per share) | $ / shares	$ 14
Threshold trading days	20
Threshold consecutive trading days	30
Shares vested (in Shares)	873,631
Amended And Restated Sponsor Support Lockup Agreement [Member] | Related Party [Member] | Deferred Founder Shares [Member] | Graf Acquisition Partners IV LLC [Member] | Tranche Two [Member]
Related Party Transactions (Details) [Line Items]
Share price trigger (in Dollars per share) | $ / shares	$ 20
Threshold trading days	20
Threshold consecutive trading days	30
Shares vested (in Shares)	300,000
Advisory And Research Services [Member] | Related Party [Member]
Related Party Transactions (Details) [Line Items]
Research and development expense | $	$ 0	400,000
Accounts payable | $	0	100,000
Purchases Of Laboratory Supplies [Member] | Related Party [Member]
Related Party Transactions (Details) [Line Items]
Research and development expense | $	600,000	100,000
Accounts payable | $	$ 600,000	$ 100,000

Fair Value of Financial Instr_3

Fair Value of Financial Instruments (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 29, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($)
Fair Value of Financial Instruments (Details) [Line Items]
Stock converted, reverse recapitalization (in Shares) | shares	2,278,598	2,278,598
Conversion of legacy NKGen convertible promissory notes	$ 18,913	$ 18,913
Stock converted, reverse recapitalization (in Dollars per share) | $ / shares		$ 8.3
Derivative warrant liabilities		$ 25,759
Forward purchase derivative liability		15,804
Proceeds from convertible debt	10,000	$ 6,215
Measurement Input, Expected Dividend Payment [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Private warrants and working capital warrants unobservable input		0
Private Warrants [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Derivative warrant liabilities	1,800	$ 400
Working Capital Warrants [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Derivative warrant liabilities	$ 200	100
PIPE Warrants [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Derivative warrant liabilities		25,300
Transaction fee		$ 10,200
Warrants issued (in Shares) | shares		10,209,994
Warrant, exercise price (in Dollars per share) | $ / shares		$ 1
Forward Purchase Derivative Liability [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Forward purchase derivative liability		$ 15,800
PIPE Warrants [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Derivative warrant liabilities		$ 25,300
Warrants issued (in Shares) | shares	10,209,994
SPA Warrants [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Warrants issued (in Shares) | shares		1,000,000
Warrant, exercise price (in Dollars per share) | $ / shares		$ 11.5
Fair Value, Recurring [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Senior Notes		$ 8,500
Senior Convertible Notes [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Fair value of debt		8,500
Estimate of Fair Value Measurement [Member] | SPA Warrants [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Warrants, stand-alone fair value disclosure	$ 400	100
Warrants, relative fair value disclosure		300
Estimate of Fair Value Measurement [Member] | Senior Convertible Notes [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Convertible debt, stand-alone fair value disclosures	$ 12,900
Convertible debt, relative fair value disclosures		9,700
Estimate of Fair Value Measurement [Member] | Senior Convertible Notes [Member] | SPA Warrants [Member]
Fair Value of Financial Instruments (Details) [Line Items]
Convertible debt, stand-alone fair value disclosures		$ 8,500

Fair Value of Financial Instr_4

Fair Value of Financial Instruments (Details) - Schedule of Fair Value Hierarchy $ in Thousands	Dec. 31, 2023 USD ($)
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability	$ 41,563
Private Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability	378
Working Capital Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability	42
Forward Purchase Derivative Liability [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability	15,804
PIPE Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability	25,339
Fair Value, Inputs, Level 1 [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability
Fair Value, Inputs, Level 1 [Member] | Private Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability
Fair Value, Inputs, Level 1 [Member] | Working Capital Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability
Fair Value, Inputs, Level 1 [Member] | Forward Purchase Derivative Liability [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability
Fair Value, Inputs, Level 1 [Member] | PIPE Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability
Fair Value, Inputs, Level 2 [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability
Fair Value, Inputs, Level 2 [Member] | Private Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability
Fair Value, Inputs, Level 2 [Member] | Working Capital Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability
Fair Value, Inputs, Level 2 [Member] | Forward Purchase Derivative Liability [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability
Fair Value, Inputs, Level 2 [Member] | PIPE Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability
Fair Value, Inputs, Level 3 [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability	41,563
Fair Value, Inputs, Level 3 [Member] | Private Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability	378
Fair Value, Inputs, Level 3 [Member] | Working Capital Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability	42
Fair Value, Inputs, Level 3 [Member] | Forward Purchase Derivative Liability [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability	15,804
Fair Value, Inputs, Level 3 [Member] | PIPE Warrants [Member]
Schedule of Fair Value Hierarchy [Line Items]
Derivative liability	$ 25,339

Fair Value of Financial Instr_5

Fair Value of Financial Instruments (Details) - Schedule of Legacy Convertible Notes Reconciliation - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Legacy Convertible Notes Reconciliation [Line Items]
Convertible Notes Beginning	$ 11,655	$ 11,478
Convertible Notes Ending		11,655
Issuance	6,215
Change in fair value	1,043	177
Conversion and settlement	(18,913)
Related Party [Member] | 2019 Convertible Notes [Member]
Schedule of Legacy Convertible Notes Reconciliation [Line Items]
Convertible Notes Beginning	11,392	11,219
Convertible Notes Ending		11,392
Issuance
Change in fair value	1,083	173
Conversion and settlement	(12,475)
Related Party [Member] | 2019 Related Party Convertible Notes [Member]
Schedule of Legacy Convertible Notes Reconciliation [Line Items]
Convertible Notes Beginning	263	259
Convertible Notes Ending		263
Issuance
Change in fair value	13	4
Conversion and settlement	(276)
Related Party [Member] | 2023 Convertible Notes [Member]
Schedule of Legacy Convertible Notes Reconciliation [Line Items]
Convertible Notes Beginning
Convertible Notes Ending
Issuance	6,090
Change in fair value	(52)
Conversion and settlement	(6,038)
Related Party [Member] | 2023 Related Party Convertible Notes [Member]
Schedule of Legacy Convertible Notes Reconciliation [Line Items]
Convertible Notes Beginning
Convertible Notes Ending
Issuance	125
Change in fair value	(1)
Conversion and settlement	$ (124)

Fair Value of Financial Instr_6

Fair Value of Financial Instruments (Details) - Schedule of Unidentified Table - shares		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Legacy Convertible Notes [Member]
Schedule of Unidentified Table [Line Items]
Probability of conversion (in Shares)
Probability of holding until maturity without conversion (in Shares)
Remaining term until potential conversion trigger date (years)			0 years
Discount yield (1)	[1]		20%
Senior Convertible Notes [Member]
Schedule of Unidentified Table [Line Items]
Credit spread	[1]	12.70%	12.10%
Equity volatility		45%	45%
Private Warrants and Working Capital Warrants [Member]
Schedule of Unidentified Table [Line Items]
Private Warrants’ volatility		35.30%	9.60%
Dividend yield (per share)
PIPE Warrants [Member]
Schedule of Unidentified Table [Line Items]
Credit spread		12.70%
Equity volatility		100%
[1]Estimated using a comparable bond analysis and under S&P Global Inc.’s credit rating scale using a multinominal logical regression.

Fair Value of Financial Instr_7

Fair Value of Financial Instruments (Details) - Schedule of Reconciliation of Private Warrants and Working Capital Warrants $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Reconciliation of Private Warrants and Working Capital Warrants [Line Items]
Warrants at Beginning
Warrants at Ending	419
Recognition in connection with Business Combination	2,045
Issuance	6,215
Change in fair value	(1,626)
Private Warrants [Member]
Schedule of Reconciliation of Private Warrants and Working Capital Warrants [Line Items]
Warrants at Beginning
Warrants at Ending	377
Recognition in connection with Business Combination	1,841
Change in fair value	(1,464)
Working Capital Warrants [Member]
Schedule of Reconciliation of Private Warrants and Working Capital Warrants [Line Items]
Warrants at Beginning
Warrants at Ending	42
Recognition in connection with Business Combination	204
Change in fair value	(162)
PIPE Warrants [Member]
Schedule of Reconciliation of Private Warrants and Working Capital Warrants [Line Items]
Warrants at Beginning
Warrants at Ending	25,339
Issuance	10,210
Change in fair value	$ 15,129

Fair Value of Financial Instr_8

Fair Value of Financial Instruments (Details) - Schedule of Reconciliation of Forward Purchase Derivative Liability - Forward Purchase Derivative Liability [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Reconciliation of Forward Purchase Derivative Liability [Line Items]
Forward purchase derivative liability at Close at Beginning	$ 20,201
Forward purchase derivative liability at Close at Ending	15,804
Change in fair value in connection with the loss on amendment of forward purchase contract	(14,181)
Change in fair value of forward purchase derivative liability	$ 9,784

Fair Value of Financial Instr_9

Fair Value of Financial Instruments (Details) - Schedule of Fair Value of the Forward Purchase Derivative Liability		12 Months Ended
	Dec. 26, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Fair Value Of The Forward Purchase Derivative Liability Abstract
Dividend yield	0%	0%	0%
Equity volatility	125%	115%	105%

Stockholder_s Equity (Details)

Stockholder’s Equity (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Dec. 26, 2023	Dec. 31, 2023	Dec. 31, 2022	Sep. 29, 2023
Stockholder’s Equity (Details) [Line Items]
Common stock, shares authorized		500,000,000	500,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares outstanding		21,888,976	13,303,795	21,888,976
Common stock, shares issued		21,888,976	13,303,795
Common stock, reserved for future issuance		478,111,024
Preferred stock, shares authorized		10,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0
Expected dividend yield	0%	0%	0%
Intrinsic value of stock options exercised (in Dollars)		$ 0.1
Fair value of options vested (in Dollars)		1.2
Unrecognized stock-based compensation (in Dollars)		$ 14.1
Employee Stock [Member]
Stockholder’s Equity (Details) [Line Items]
Maximum shares allowed to be issued		3%
ESPP purchase price of common stock, percent of market price		85%
Weighted- average period of recognition		3 years
Share-Based Payment Arrangement [Member] | 2023 Plan [Member]
Stockholder’s Equity (Details) [Line Items]
Maximum shares allowed to be issued		12%
Share-Based Payment Arrangement, Option [Member]
Stockholder’s Equity (Details) [Line Items]
Expected dividend yield		0%
Share-Based Payment Arrangement, Option [Member] | 2019 Plan [Member]
Stockholder’s Equity (Details) [Line Items]
Expiration period		10 years
Vesting period		4 years
Vesting percentage		25%
Number of monthly installments		36
Vested, expiration period		3 months
Share-Based Payment Arrangement, Option [Member] | Board Member [Member] | Minimum [Member] | 2019 Plan [Member]
Stockholder’s Equity (Details) [Line Items]
Vesting period		3 years
Share-Based Payment Arrangement, Option [Member] | Board Member [Member] | Maximum [Member] | 2019 Plan [Member]
Stockholder’s Equity (Details) [Line Items]
Vesting period		4 years

Stockholder_s Equity (Details)

Stockholder’s Equity (Details) - Schedule of Stock Option Activity	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Schedule of Stock Option Activity [Line Items]
Stock Options Outstanding, Outstanding Beginning Balance | shares	185,231
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares	$ 1.37
Stock Options Outstanding, Granted | shares	2,173,693
Weighted Average Exercise Price, Granted | $ / shares	$ 6.67
Stock Options Outstanding, Forfeited | shares	(267,072)
Weighted Average Exercise Price, Forfeited | $ / shares	$ 6.56
Stock Options Outstanding, Exercised | shares	(12,866)
Weighted Average Exercise Price, Exercised | $ / shares	$ 0.88
Stock Options Outstanding, Outstanding Ending Balance | shares	2,078,986
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares	$ 6.25

Stockholder_s Equity (Details_2

Stockholder’s Equity (Details) - Schedule of Stock Option Valuation Assumptions - Share-Based Payment Arrangement, Option [Member]	12 Months Ended
	Dec. 31, 2023 $ / shares
Schedule of Stock Option Valuation Assumptions [Line Items]
Common stock fair value (in Dollars per share)	$ 9.18
Risk-free interest rate	3.50%
Expected volatility	111%
Expected term (in years)	6 years 1 month 6 days
Expected dividend yield	0%

Stockholder_s Equity (Details_3

Stockholder’s Equity (Details) - Schedule of Stock Options Outstanding, Vested and Expected to Vest and Exercisable - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Stock Options, Outstanding	2,078,986	185,231
Weighted Average Remaining Contractual Life (Years), Outstanding	8 years 10 months 9 days	6 years 11 months 23 days
Weighted- Average Exercise Price, Outstanding	$ 6.25	$ 1.37
Total Aggregate Intrinsic Value, Outstanding	$ 317	$ 980
Number of Stock Options, Vested and expected to vest	2,078,986
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest	8 years 10 months 9 days
Weighted- Average Exercise Price, Vested and expected to vest	$ 6.25
Total Aggregate Intrinsic Value, Vested and expected to vest	$ 317
Number of Stock Options,Exercisable	302,760
Weighted Average Remaining Contractual Life (Years),Exercisable	7 years 5 months 15 days
Weighted- Average Exercise Price, Exercisable	$ 3.79
Total Aggregate Intrinsic Value, Exercisable	$ 317

Stockholder_s Equity (Details_4

Stockholder’s Equity (Details) - Schedule of Compensation Expense - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 4,135	$ 69
Research and development [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	898	45
General and administrative [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,237	$ 24

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment, Net [Abstract]
Depreciation expense	$ 1.1	$ 1.2

Property and Equipment, Net (_2

Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 18,284	$ 18,211
Less: Accumulated depreciation	(3,825)	(2,690)
Property and equipment, net	14,459	15,521
Land [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 5,025	5,025
Useful Life
Buildings [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 8,325	8,325
Useful Life	40 years
Furniture and Fixtures [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 749	677
Useful Life	7 years
Lab equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 4,004	4,003
Useful Life	5 years
Leasehold Improvements [Member]
Schedule of Property and Equipment, Net [Line Items]
Leasehold improvements	$ 52	52
Leasehold improvements	Lesser of estimated useful life or related lease term
Office Equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 17	17
Useful Life	5 years
Vehicles [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 112	$ 112
Useful Life	5 years

Additional Balance Sheet Info_3

Additional Balance Sheet Information (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Prepaid expenses	$ 1,565	$ 133
Other receivables	26	67
Revolving line of credit issuance fees	47
Other	16	4
Prepaid expenses and other current assets	$ 1,654	$ 204

Additional Balance Sheet Info_4

Additional Balance Sheet Information (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Accounts Payable and Accrued Expenses [Abstract]
Accounts payable	$ 11,040	$ 975
Accrued liabilities	1,360	1,359
Employee compensation	911	291
Other	84	27
Accounts payable and accrued expenses	$ 13,395	$ 2,652

Collaboration Agreement (Detail

Collaboration Agreement (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement [Member]
Collaboration Agreement [Line Items]
Research and development expenses	$ 0.2	$ 0.4

Commitments and Contingencies_2

Commitments and Contingencies (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)	Nov. 09, 2023	Dec. 31, 2022 USD ($)	Oct. 31, 2021	Feb. 28, 2018
Commitments and Contingencies (Details) [Line Items]
Term of lease		3 years		2 years	5 years
Renewal extension period				3 years
Payments for license agreement	$ 1,000,000
Accrued litigation liability	$ 0		$ 0
NKMAX [Member]
Commitments and Contingencies (Details) [Line Items]
Number of countries	4
NKMAX [Member] | Country D [Member]
Commitments and Contingencies (Details) [Line Items]
Milestone payment, after regulatory approval	$ 1,000,000
NKMAX [Member] | UNITED STATES
Commitments and Contingencies (Details) [Line Items]
Milestone payment, after regulatory approval	5,000,000
NKMAX [Member] | European Union [Member]
Commitments and Contingencies (Details) [Line Items]
Milestone payment, after regulatory approval	4,000,000
NKMAX [Member] | Country B [Member]
Commitments and Contingencies (Details) [Line Items]
Milestone payment, after regulatory approval	1,000,000
NKMAX [Member] | Country A [Member]
Commitments and Contingencies (Details) [Line Items]
Milestone payment, after regulatory approval	1,000,000
NKMAX [Member] | Country C [Member]
Commitments and Contingencies (Details) [Line Items]
Milestone payment, after regulatory approval	$ 1,000,000

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments $ in Thousands	Dec. 31, 2023 USD ($)
Schedule of Future Minimum Lease Payments [Abstract]
2024	$ 235
2025	242
2026	249
Total operating lease liability	$ 726

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes (Details) [Line Items]
Valuation allowance, deferred tax asset, increase (decrease), amount	$ 9.9	$ 7.9
Operating loss carry forwards	76.3
Tax cut and jobs act, net operating loss generated	76.3
Tax credit carryforward, amount	3.2
State and Local Jurisdiction [Member]
Income Taxes (Details) [Line Items]
Operating loss carry forwards	96.7
California Research And Development [Member]
Income Taxes (Details) [Line Items]
Tax credit carryforward, amount	$ 2.3

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Provision for Income Taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current:
Federal
State
Deferred:
Federal	7	7
State
Provision for income taxes	$ 7	$ 7

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Reconciliation of Tax Provision (Benefit) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconciliation of Tax Provision (Benefit) [Abstract]
Tax benefit at statutory federal rate	$ (17,419)	$ (5,618)
State tax, net of federal tax benefit	(1,946)	(1,694)
Interest expense	47	477
Increase in valuation allowance	9,189	7,908
Permanent items	12	37
Stock compensation	359	(4)
Unrealized loss FV of notes	219
General business tax credit	(1,278)	(1,098)
Loss on issuance of forward purchase contract	5,140
Loss on amendment of the subscription receivable	93
Loss on derivative valuation	4,890
Other	701	(1)
Provision for income taxes	$ 7	$ 7

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating losses	$ 22,843	$ 17,890
Tax credit carryforwards, net	4,523	3,285
Accrued expenses	395	347
Section 174 R&E capitalization	4,939	2,847
Intangibles	707
Lease liability		106
Stock-based compensation	699	20
Total deferred tax assets	34,106	24,495
Deferred tax liabilities:
Operating lease right-of-use asset		(101)
Property and equipment	(406)	(595)
Total deferred tax liabilities	(406)	(696)
Net deferred tax assets	33,700	23,799
Less: Valuation allowance	(33,733)	(23,825)
Net deferred tax liability	$ (33)	$ (26)

Income Taxes (Details) - Sche_4

Income Taxes (Details) - Schedule of Unrecognized Tax Benefits, Excluding Accrued Interest and Penalties - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Unrecognized Tax Benefits, Excluding Accrued Interest and Penalties [Abstract]
Beginning balance	$ 403	$ 269
Additions for tax positions related to the current year	129	131
Reductions for tax positions related to prior years	19	3
Ending balance	$ 551	$ 403

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions

1 Months Ended

12 Months Ended

May 09, 2024

Apr. 05, 2024

Apr. 01, 2024

Mar. 26, 2024

Mar. 07, 2024

Feb. 27, 2024

Feb. 21, 2024

Feb. 20, 2024

Feb. 12, 2024

Feb. 09, 2024

Feb. 07, 2024

Feb. 02, 2024

Jan. 19, 2024

Jan. 11, 2024

Jan. 02, 2024

Apr. 30, 2024

Mar. 21, 2024

Jun. 30, 2023

Dec. 31, 2023

May 07, 2024

May 06, 2024

May 01, 2024

Apr. 28, 2024

Apr. 19, 2024

Apr. 12, 2024

Apr. 08, 2024

Forward Purchase Agreement [Member]

Subsequent Events (Details) [Line Items]

Discount of VWAP measurement

10%

Number of additional shares available (in Shares)

200,000

Shares purchased (in Shares)

1,768,121

Forward Purchase Agreement Shares Subject To Sale [Member]

Subsequent Events (Details) [Line Items]

Number of additional shares available (in Shares)

1,000,000

Private Placement Agreements [Member]

Subsequent Events (Details) [Line Items]

Number of additional shares available (in Shares)

1,167,990

Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Prepayment shortfall vaue

$ 0.2

$ 0.3

$ 0.5

$ 0.5

Exchange payment

$ 0.2

$ 0.5

$ 0.3

$ 0.5

Prepayment rate

20%

Initial price ceiling (in Dollars per share)

$ 10.44

Debt instrument, financing event threshold, debt maturity

5 days

Debt instrument, financing event threshold, debt maturity

$ 5

Stock options cancelled and converted (in Shares)

3,233,028

Subsequent Event [Member] | Convertible Debt [Member]

Subsequent Events (Details) [Line Items]

Debt instrument, financing event threshold, debt maturity

5 days

Number of securities purchased (in Shares)

1,000,000

Warrant, exercise price (in Dollars per share)

$ 2

$ 2

Number of additional shares available (in Shares)

2,500,000

Interest rate

2.85%

Promissory note agreement

$ 5

Number of trances

2

Conversion price (in Dollars per share)

$ 2

Stock issued during period (in Shares)

833,333

Subsequent Event [Member] | Convertible Debt [Member] | First Tranche [Member]

Subsequent Events (Details) [Line Items]

Promissory note agreement

$ 1

Subsequent Event [Member] | Convertible Debt [Member] | Second Tranche [Member]

Subsequent Events (Details) [Line Items]

Promissory note agreement

$ 4

Subsequent Event [Member] | First Tranche [Member]

Subsequent Events (Details) [Line Items]

Proceeds from warrant investors, warrant amendment option

$ 0.3

Subsequent Event [Member] | Second Tranche [Member]

Subsequent Events (Details) [Line Items]

Proceeds from warrant investors, warrant amendment option

$ 0.3

Subsequent Event [Member] | Forward Purchase Agreement [Member]

Subsequent Events (Details) [Line Items]

Discount of VWAP measurement

10%

Number of shares re-designated (in Shares)

200,000

Bridge Loan Agreement Maturing March 22, 2024 [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Number of bridge loan agreements

2

Bridge Loan [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Bridge loan

$ 0.1

$ 0.1

$ 0.4

Premium, percentage

20%

20%

20%

Debt instrument, financing event threshold, debt maturity

$ 5

$ 10

$ 5

Number of additional shares available (in Shares)

3,667

Bridge Loan [Member] | Subsequent Event [Member] | Warrant [Member]

Subsequent Events (Details) [Line Items]

Number of additional warrants available (in Shares)

375,000

400,000

Warrants issued (in Shares)

100,000

Bridge Loan [Member] | Forecast [Member]

Subsequent Events (Details) [Line Items]

Number of securities purchased (in Shares)

375,000

100,000

400,000

Warrant, exercise price (in Dollars per share)

$ 1.5

$ 2

$ 2

Bridge Loan [Member] | Minimum [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Borrowing term

60 days

60 days

60 days

90 days

Bridge Loan [Member] | Bridge Loan Agreement Due Either 60 Days or Financing Event [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Bridge loan

$ 0.1

Premium, percentage

20%

Debt instrument, financing event threshold, debt maturity

$ 5

Number of additional shares available (in Shares)

3,667

Bridge Loan [Member] | Bridge Loan Agreement Due Either 60 Days or Financing Event [Member] | Subsequent Event [Member] | Warrant [Member]

Subsequent Events (Details) [Line Items]

Number of additional warrants available (in Shares)

375,000

Bridge Loan [Member] | Bridge Loan Agreement Due Either 60 Days or Financing Event [Member] | Forecast [Member]

Subsequent Events (Details) [Line Items]

Number of securities purchased (in Shares)

375,000

Bridge Loan [Member] | Bridge Loan Agreement Due Either 60 Days or Financing Event [Member] | Minimum [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Borrowing term

60 days

Bridge Loan [Member] | Bridge Loan Agreement Maturing March 22, 2024 [Member]

Subsequent Events (Details) [Line Items]

Bridge loan

$ 0.1

Bridge Loan [Member] | Bridge Loan Agreement Maturing March 22, 2024 [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Bridge loan

$ 0.1

Premium, percentage

7.50%

Convertible Debt [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Borrowing term

1 year

1 year

Number of securities purchased (in Shares)

330,000

330,000

Warrant, exercise price (in Dollars per share)

$ 2

Interest rate

12%

12%

Promissory note agreement

$ 0.3

$ 0.3

Discount percentage, issued

10%

10%

Convertible Debt [Member] | Forecast [Member]

Subsequent Events (Details) [Line Items]

Bridge loan

$ 5

$ 5

Warrant, exercise price (in Dollars per share)

$ 2

Number of additional shares available (in Shares)

250,000

Interest rate

12%

10%

12%

12%

12%

Promissory note agreement

$ 1.1

$ 0.2

$ 1.8

$ 0.2

Discount percentage, issued

10%

Convertible Debt [Member] | Other Lender [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Number of securities purchased (in Shares)

220,000

Warrant, exercise price (in Dollars per share)

$ 2

Interest rate

12%

Promissory note agreement

$ 0.2

Discount percentage, issued

10%

Convertible Debt [Member] | FPA Investor [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Number of securities purchased (in Shares)

330,000

Interest rate

12%

Promissory note agreement

$ 0.3

Discount percentage, issued

10%

Commercial Paper [Member] | Other Lender [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Borrowing term

1 year

Commercial Paper [Member] | FPA Investor [Member] | Subsequent Event [Member]

Subsequent Events (Details) [Line Items]

Borrowing term

1 year

Line of Credit [Member] | Revolving Credit Facility [Member] | Commercial Bank Credit Facility [Member]

Subsequent Events (Details) [Line Items]

Borrowing term

1 year

Interest rate

7.50%

Revolving line of credit

$ 5

Subsequent Events (Unaudited) (

Subsequent Events (Unaudited) (Details) $ / shares in Units, $ in Millions								1 Months Ended
	May 09, 2024 USD ($) $ / shares shares	May 01, 2024 USD ($) $ / shares shares	Apr. 28, 2024 USD ($) $ / shares shares	Apr. 25, 2024 USD ($)	Apr. 18, 2024 $ / item shares	Apr. 17, 2024 USD ($)	Apr. 01, 2024 USD ($)	Mar. 21, 2024 USD ($) $ / shares shares	Feb. 27, 2024 USD ($)	May 07, 2024 USD ($) $ / shares shares	May 06, 2024 USD ($) $ / shares shares	Apr. 30, 2024 USD ($) $ / shares shares	Apr. 19, 2024 USD ($) $ / shares shares	Apr. 12, 2024 USD ($)	Apr. 08, 2024	Mar. 26, 2024 USD ($) $ / shares shares
Convertible Debt [Member] | Subsequent Event [Member]
Subsequent Events (Unaudited) [Line Items]
Interest rate								12%								12%
Repaid promissory note									$ 0.3
Number of securities purchased (in Shares) | shares								330,000								330,000
Warrant, exercise price (in Dollars per share) | $ / shares																$ 2
Promissory note agreement								$ 0.3								$ 0.3
Discount percentage, issued								10%								10%
Forecast [Member] | Convertible Notes Payable [Member] | Convertible Promissory Note Agreement [Member]
Subsequent Events (Unaudited) [Line Items]
Promissory note agreement	$ 0.4
Forecast [Member] | Warrant [Member] | Maximum [Member]
Subsequent Events (Unaudited) [Line Items]
Number of securities purchased (in Shares) | shares	750,000
Forecast [Member] | Warrant [Member] | Minimum [Member]
Subsequent Events (Unaudited) [Line Items]
Number of securities purchased (in Shares) | shares	330,000
Forecast [Member] | Convertible Debt [Member]
Subsequent Events (Unaudited) [Line Items]
Interest rate		12%	12%								10%	12%			12%
Repaid promissory note			$ 5	$ 0.1		$ 0.5
Outstanding principal amount			5
Cash proceeds issuance cost			10
Aggregate cash consideration			$ 0.1
Purchase shares (in Shares) | shares			550,000
Warrant, exercise price (in Dollars per share) | $ / shares								$ 2
Promissory note agreement	$ 1.1	$ 0.2								$ 1.8		$ 0.2
Convertible promissory note discount	$ 0.1											$ 0.1
Discount percentage, issued		10%
Number of additional shares available (in Shares) | shares	250,000
Floor price (in Dollars per Item) | $ / item					1.27
Issued of purchase contract share (in Shares) | shares					248,360
Bridge loan													$ 5	$ 5
Repayment bridge premium rate													24.60%
Convertible bridge loan				$ 0.1
Forecast [Member] | Convertible Debt [Member] | Convertible Promissory Note Agreement [Member]
Subsequent Events (Unaudited) [Line Items]
Promissory note agreement										0.6
Convertible promissory note discount										$ 0.1
Forecast [Member] | Convertible Debt [Member] | Maximum [Member]
Subsequent Events (Unaudited) [Line Items]
Repaid promissory note								$ 0.4
Forecast [Member] | Convertible Debt [Member] | Minimum [Member]
Subsequent Events (Unaudited) [Line Items]
Repaid promissory note								$ 0.3
Forecast [Member] | Convertible Debt [Member] | Convertible 12% Promissory Notes [Member]
Subsequent Events (Unaudited) [Line Items]
Interest rate		12%									12%
Promissory note agreement		$ 0.1
Convertible promissory note discount		$ 0.1
Forecast [Member] | Convertible Debt [Member] | Warrant [Member]
Subsequent Events (Unaudited) [Line Items]
Number of securities purchased (in Shares) | shares			416,667							1,250,000	333,333	125,000	16,667
Warrant, exercise price (in Dollars per share) | $ / shares	$ 2		$ 2								$ 2	$ 2	$ 2
Warrant, common stock share (in Shares) | shares	990,000									1,650,000	440,000	165,000	22,000
Forecast [Member] | Convertible Debt [Member] | Warrant [Member] | Convertible Promissory Note Agreement [Member]
Subsequent Events (Unaudited) [Line Items]
Number of securities purchased (in Shares) | shares										416,667
Warrant, exercise price (in Dollars per share) | $ / shares										$ 2
Warrant, common stock share (in Shares) | shares										550,000
Forecast [Member] | Convertible Debt [Member] | Warrant [Member] | Convertible 12% Promissory Notes [Member]
Subsequent Events (Unaudited) [Line Items]
Number of securities purchased (in Shares) | shares		101,461
Warrant, exercise price (in Dollars per share) | $ / shares		$ 2
Warrant, common stock share (in Shares) | shares		133,929
Forecast [Member] | Convertible Debt [Member] | Common Stock [Member] | Warrant [Member]
Subsequent Events (Unaudited) [Line Items]
Number of securities purchased (in Shares) | shares		220,000
Related Party [Member] | Forecast [Member] | Convertible Debt [Member]
Subsequent Events (Unaudited) [Line Items]
Promissory note agreement											$ 0.4
FPA Investor [Member] | Forecast [Member] | Convertible Debt [Member]
Subsequent Events (Unaudited) [Line Items]
Interest rate	12%		12%
Repaid promissory note							$ 0.4
Promissory note agreement							$ 0.3
Number of additional shares available (in Shares) | shares		166,667
FPA Investor [Member] | Forecast [Member] | Convertible Debt [Member] | Warrant [Member]
Subsequent Events (Unaudited) [Line Items]
Warrant, exercise price (in Dollars per share) | $ / shares		$ 2