UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2024
NKGen Biotech, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40427 | | 86-2191918 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
3001 Daimler Street
Santa Ana, CA, 92705
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (949) 396-6830
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | | NKGN | | Nasdaq Global Market |
| | | | | |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | | NKGNW | | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
Convertible Loan Agreement
On December 31, 2024, NKGen Biotech, Inc. (the “Company”) entered into a convertible loan agreement (the “Loan Agreement”), by and among the Company, NKGen Operating Biotech, Inc. (“NKGen Operating” and together with the Company, the “Borrowers”) and AlpineBrook Capital GP I Limited (the “Lender”). The Loan Agreement provides for term loan financing in a principal amount of up to $4.5 million (the “Term Loan”) with $4,180,000 cash advanced prior to the closing. The Term Loan bears interest at a rate of 12% per annum (the “Applicable Rate”), accruing from the dates on which the Term Loan, in one or more installments, was, or is, actually made available by the Lender to the Borrowers. Pursuant to the Loan Agreement, the Borrowers will cause any subsidiaries of the Borrowers formed or acquired during such time as the Term Loan is outstanding, to guarantee and/or become jointly and severally liable for the obligations of the Borrowers under the Loan Agreement.
Note
On December 31, 2024, pursuant to the Loan Agreement, and evidencing the Term Loan as described above, the Borrowers issued to the Lender a convertible promissory note (the “Note”) in the principal amount of up to $4.5 million which bears interest at the Applicable Rate. The Note matures on December 31, 2025 (the “Maturity Date”). At any time from the issue date to the Maturity Date, and upon at least 61 days’ notice, the Lender has the right to convert all or any portion of the then outstanding and unpaid principal amount of the Note and all accrued and unpaid interest into shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a conversion price of $0.25 per share (subject to adjustments and limitations as described in the Note).
Consideration Shares and Warrant
Pursuant to the Loan Agreement, 1.5 million shares of Common Stock and a warrant to purchase 1.5 million shares of Common Stock (the “Warrant”) were issued to the Lender as additional consideration for the Term Loan. The Warrant has a five-year term and an exercise price of $0.25 per share (subject to adjustments and limitations as described in the Warrant).
Shareholder Approval
Pursuant to the Loan Agreement, the Company agreed to seek stockholder approval of the issuance of Common Stock in excess of the Exchange Cap (as defined below). Until such approval is obtained, the Company will not issue shares of Common Stock to the Lender to the extent such issuance would cause the total number of shares issued to exceed the limits set under Nasdaq Listing Rule 5635(d) (the “Exchange Cap”).
The foregoing descriptions of the Warrant, Loan Agreement and Note do not purport to be complete and are qualified in their entirety by the terms and conditions of the Warrant, Loan Agreement and Note which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures set forth in Item 1.01 are incorporated by into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth in Item 1.01 are incorporated by into this Item 3.02 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | | Description |
| 4.1 | | Common Stock Purchase Warrant, dated December 31, 2024, issued to AlpineBrook Capital GP I Limited. |
| 10.1+ | | Loan Agreement, dated December 31, 2024, by and among NKGen Biotech, Inc., NKGen Operating Biotech, Inc. and AlpineBrook Capital GP I Limited. |
| 10.2 | | Convertible Promissory Note, dated December 31, 2024, issued to AlpineBrook Capital GP I Limited. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | NKGEN BIOTECH, INC. |
| | | |
| Date: January 2, 2025 | /s/ Paul Y. Song |
| | Name: | Paul Y. Song |
| | Title: | Chief Executive Officer |
| | | (Principal Executive Officer) |
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