Convertible Notes | Convertible Notes C onsideration Shares Certain Convertible Bridge Loans, 2024 Convertible Notes, and Letter Agreements, each as defined below, entitle the holders to shares of the Company's common stock (“ Consideration Shares ”). The quantity of Consideration Shares attributable to the Convertible Bridge Loans, the 2024 Convertible Notes, and the Letter Agreements, inclusive of such Consideration Shares related to amendments to these agreements, totaled 24,001 shares, 6,040,789 shares, and 416,667 shares, respectively. Consideration Shares are liability classified until issuance due to the insufficiency of authorized and unissued shares. As of June 30, 2024, 2,847,661 and 3,633,796 Consideration Shares were liability classified and equity classified, respectively. 2024 Convertible Bridge Loans From February to March 2024 , the Company issued convertible bridge loans to holders (" 2024 Convertible Bridge Loans ") and related parties (" 2024 Related Party Convertible Bridge Loan "), collectively referred to as (" Convertible Bridge Loans ") for total proceeds of $0.3 million and $0.4 million, respectively, with a 20.0% premium due at maturity. The Convertible Bridge Loans mature at the earlier of (i) 60 days from the respective issuance dates, (ii) upon a financing event with third parties exceeding between $5.0 million and $10.0 million, depending on the agreement, (iii) the occurrence of any event of default, or (iv) the acceleration of the short term bridge note. The loans are convertible at any time, in whole or in part, at the holder's option into the Company's common stock at a 15.0% discount to the VWAP 10 days prior to conversion, with the conversion being limited to converting at no more than $2.00 per share. Additionally, as described in Note 5, Warrants , concurrently with the Convertible Bridge Loans, the Company issued the Convertible Bridge Loan Warrants to holders which were recognized at fair value of $1.4 million. There are no other financial or non-financial covenants associated with the Convertible Bridge Loans. The Company recognized a loss of $0.7 million upon issuance of the Convertible Bridge Loans, Convertible Bridge Loan Warrants and Consideration Shares representing the excess of the $1.4 million initial fair value of the Convertible Bridge Loan Warrants over the $0.7 million proceeds received. Accordingly, a discount was recognized on the Convertible Bridge Loans. Refer to Note 9, Fair Value of Financial Instrument s. In April 2024, the outstanding principal and interest of two of the 2024 Convertible Bridge Loans and the 2024 Related Party Convertible Bridge Loan were repaid in full, for an aggregate payment of $0.3 million and $0.5 million , respectively. On April 19, 2024, one of the Convertible Bridge Loans was amended to (a) extend the maturity date to be the earliest of (i) 90 days from issuance, (ii) upon a financing event with third parties exceeding $5.0 million, (iii) the occurrence of any event of default, or (iv) the acceleration of the amended and restated short term bridge note, (b) increase the premium due at maturity to 24.6%, (c) grant the holder (i) 22,000 Convertible Bridge Loan Warrants and (ii) 16,667 Consideration Shares. In connection with the amendment, less than $0.1 million was recognized as loss on amendments to financial instruments. On April 25, 2024, $0.1 million, representing a portion of the outstanding balance was repaid to the lender with less than $0.1 million remaining outstanding under the related Convertible Bridge Loan. The Company accretes the balance of the Convertible Bridge Loans on a straight-line basis to its repayment amount through interest expense. During the three months ended June 30, 2024, the Company recorded $0.2 million of interest expense and discount amortization related to the 2024 Convertible Bridge Loans and $0.1 million interest expense and discount amortization related to the 2024 Related Party Convertible Bridge Loan. During the six months ended June 30, 2024, the Company recorded $0.4 million of interest expense and discount amortization related to the 2024 Convertible Bridge Loans and $0.5 million interest expense and discount amortization related to the 2024 Related Party Convertible Bridge Loan. As of June 30, 2024, none remained to be accreted through interest expense on the Convertible Bridge Loans. No interest expense was incurred for the Convertible Bridge Loans during the three and six months ended June 30, 2023. 2024 Convertible Notes During 2024, the Company issued multiple convertible promissory note agreements, of which two were with related parties and unsecured (“ Related Party Convertible Notes ”), one was secured (“ Secured Convertible Notes ”), sixteen were unsecured (“ Unsecured Convertible Notes” ), and three were unsecured containing tranche rights (“ Tranche Convertible Notes ", collectively with the Related Party Convertible Notes, Secured Convertible Notes, and Unsecured Convertible Notes, “ 2024 Convertible Notes ”). Each 2024 Convertible Note was issued with 2024 Convertible Note Warrants and Consideration Shares as set forth above. In connection with the Company's policy described in Note 2, Summary of Significant Accounting Policies , for each of the three and six months ended June 30, 2024, a loss on issuance of 2024 Convertible Notes of $12.8 million was recognized, of which $0.6 million was pursuant to related party issuances. The Company elected to measure the 2024 Convertible Notes, including accrued interest, using the fair value option under ASC 825, Financial Instruments . Changes in fair value are included in change in fair value of 2024 Convertible Notes on the unaudited condensed consolidated statements of operations. See Note 9, Fair Value of Financial Instruments , for further information. The 2024 Convertible Notes are convertible into shares of the Company's common stock, in full or in part, at any time at the election of the holder, at a conversion price of $2.00. During the three months ended June 30, 2024 two of the Unsecured Convertible Notes were repaid in full, for an aggregate payment of $0.7 million. All other 2024 Convertible Notes remained outstanding as of June 30, 2024. The 2024 Convertible Notes are prepayable with a negotiated premium. The Secured Convertible Notes are secured by all of the Company’s assets, including a deed of trust over the Company’s owned real property located in Santa Ana, California. Upon an event of default, the 2024 Convertible Notes (i) will become immediately due and payable, (ii) will accrue interest at the default rate (set forth below in tabular format), and (iii) may be convertible at a discounted conversion price. The events of default include, among other things, failure to comply with SEC reporting requirements, cessation of operations, declines in market capitalization below $10.0 million, and failure to pay principal or interest. The tranche rights of the Tranche Convertible Notes entitle the holder at their sole discretion to purchase additional installments of unsecured zero coupon promissory notes inclusive of additional Convertible Note Warrants and Consideration Shares (“ Tranche Rights ”). The Tranche Rights expire six months after the date of the agreement. With respect to the Tranche Convertible Notes issued on May 7, 2024, the respective Tranche Rights allow the holder to purchase up to an aggregate amount of $2.5 million of unsecured zero coupon promissory notes in four tranches. Each tranche would consist of (i) $0.6 million (including a purchase discount of $0.1 million), (ii) 550,000 2024 Convertible Notes Warrants, and (iii) 416,667 Consideration Shares. With respect to the Tranche Convertible Notes issued on May 9, 2024, pursuant to their respective Tranche Rights, the holder is entitled to purchase up to an aggregate amount of $1.5 million of unsecured 12% coupon promissory notes in four tranches. Each tranche would consist of (i) $0.4 million (including a purchase discount of $0.1 million), (ii) 330,000 2024 Convertible Notes Warrants, and (iii) 250,000 Consideration Shares. The Tranche Rights are liability-classified on a recurring fair value measurement basis due to their exercise being out of the Company’s control, the instruments underlying the Tranche Rights being liability-classified, and satisfaction of the derivatives criteria under ASC 815, Derivatives and Hedging . See Note 9, Fair Value of Financial Instruments , for further information. As of June 30, 2024, two of the four Tranche Rights associated with the May 7, 2024 Tranche Convertible Notes were exercised and one of the four Tranche Rights associated with the May 9, 2024 Tranche Convertible Notes were exercised. In April 2024, the Company entered into letter agreements with two 2024 Convertible Notes investors ( “Letter Agreements ”). Pursuant to the Letter Agreements, the investors agreed to not exercise certain previously exercisable repayment rights upon financings exceeding $5.0 million. In exchange for entering into the Letter Agreements, the Company paid $0.1 million to the investors and issued the investors 416,667 Consideration Shares as well as 550,000 Convertible 2024 Note Warrants. Because the 2024 Convertible Notes are accounted for under the fair value option, the consideration transferred by the Company under the Letter Agreements was recognized as an expense of $0.1 million during the three and six months ended June 30, 2024. The table below summarizes the terms and certain amounts (dollar amounts in thousands) with respect to the outstanding 2024 Convertible Notes as of June 30, 2024 (inclusive of instruments issued in connection with the Letter Agreements and exercised Tranche Rights): Related Party Convertible Notes Secured Convertible Notes Unsecured Convertible Notes Tranche Convertible Notes Quantity issued 2 1 16 3 Proceeds $ 500 $ 5,000 $ 2,292 $ 1,100 Total principal $ 550 $ 5,000 $ 2,550 $ 1,356 Issuance date May 6, 2024 and June 7, 2024 April 5, 2024 March 21, 2024 - June 26, 2024 May 7, 2024 - June 18, 2024 Original issue discount 10.0 % N/A 4.0 % - 23.3 % 23.2 % Coupon rate 12.0 % 7.5 % 12.0 % - 23.2 % 12.0 % Default rate 24.0 % 12.5 % 24.0 % 24.0 % Maturity date May 6, 2025 and June 7, 2025 October 4, 2026 March 21, 2025 - December 26, 2026 May 7, 2025 - June 18, 2025 Interest payment frequency Monthly starting in the third month after issuance Monthly Monthly starting in the third month after issuance Monthly starting in the third month after issuance Principal payment frequency Monthly starting in the third month after issuance At maturity Monthly starting in the third month after issuance Monthly starting in the third month after issuance Quantity of Convertible 2024 Note Warrants 550,000 1,000,000 3,070,929 1,210,000 Quantity of Consideration Shares (total) 416,666 2,797,661 1,909,795 916,667 Quantity of Consideration Shares (issued) 416,666 — 1,859,795 916,667 Repayments $ — $ — $ 739 $ — Senior Convertible Notes Prior to the Closing, the Company entered into convertible note subscription agreements (“ Securities Purchase Agreement ”) with NKMAX for total proceeds of $10.0 million , with a four-year term and an interest rate of 5.0% paid in cash semi-annually or 8.0% paid in kind (“ Senior Convertible Notes ”), which closed on September 29, 2023. Interest began accruing at Closing and is payable semi-annually in arrears, with interest that is paid in kind (if applicable) increasing the principal amount outstanding on each interest payment date. The Company currently expects to make their interest payments in-kind in lieu of periodic cash payments. The Senior Convertible Notes are convertible at any time, in whole or in part, at NKMAX’s option at a conversion price of $10.00 per share of common stock (subject to anti-dilution adjustments in the event of stock splits and the like). The Senior Convertible Notes have a put option which may be exercised by NKMAX 2.5 years after the issuance of the Senior Convertible Notes. No less than six months after exercise of the put option, the Company will be required to repay all principal and accrued interest of the Senior Convertible Notes. Should the put option remain unexercised, the outstanding principal and accrued interest will be due and payable on September 29, 2027. Additionally, as described in Note 5, Warrants , together with the Securities Purchase Agreement, the SPA Warrants were issued to NKMAX. Accordingly, a relative fair value allocation was applied and discount was recognized on the Senior Convertible Notes as set forth in Note 9, Fair Value of Financial Instruments . There are no financial or non-financial covenants associated with the Senior Convertible Notes. During the three and six months ended June 30, 2024, the Company recorded $0.2 million and $0.4 million of interest expense and discount amortization related to the Senior Convertible Notes, respectively. As described in Note 8, Related Party Transactions, the Senior Convertible Notes are a related party financial instrument. The following table presents a reconciliation of the Senior Convertible Notes (in thousands): Senior Convertible Balance as of December 31, 2023 $ 9,930 Amortization of discount 11 Paid-in-kind interest 206 Balance as of March 31, 2024 10,147 Amortization of discount 14 Paid-in-kind interest 211 Balance as of June 30, 2024 $ 10,372 Legacy Convertible Notes From November to December 2019 and from March to September 2023, the Company issued convertible promissory notes for aggregate proceeds of $17.3 million, of which $0.4 million were issued to related parties (“ Legacy Convertible Notes ”). The convertible notes issued during 2019 and 2023 bore an interest rate of 1.7% and 4.6% per year, respectively. Pursuant to their terms, immediately prior to Closing, all of the Legacy Convertible Notes were converted into 5,579,266 shares of Legacy NKGen common stock, which then converted into 2,278,598 shares of the Company’s common stock at Closing based on the Exchange Ratio. 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 term and an interest rate based on the higher of (i) the one month secured overnight financing rate plus 2.9% or (ii) 7.5%. Issuance fees of $0.1 million were incurred in connection with this revolving line of credit. All outstanding balances under the revolving line of credit were due and payable on June 20, 2024. In April 2024, the agreement was amended to extend the maturity date of the revolving line of credit to September 18, 2024. The revolving line of credit is secured by all of the Company’s assets, including a deed of trust over the Company’s owned real property located in Santa Ana, California. The Company was required to maintain deposits with the lender in an amount of at least $15.0 million from a certain period of time as long as there was a debt balance outstanding. Pursuant to a letter of intent signed in March 2024, in April 2024, the lender subsequently waived the minimum cash deposit requirement in exchange for a $0.1 million payment and the Company's agreement to use the lender as their primary banking relationship. The $0.1 million fee is amortized over the remaining term of the revolving line of credit. The Company was in compliance with its debt covenants as of June 30, 2024. Additionally, the Company is required to maintain a restricted cash balance of $0.3 million following the issuance. As of June 30, 2024, the interest rate for the revolving line of credit was 8.2%. Through June 30, 2024, the Company drew down $4.9 million upon the revolving line of credit and no repayments of drawdowns occurred. Interest expense of $0.1 million and less than $0.1 million was incurred upon the revolving line of credit, which was paid in cash during the three months ended June 30, 2024 and 2023, respectively. Interest expense of $0.2 million and less than $0.1 million was incurred on the revolving line of credit, which was paid in cash during the six months ended June 30, 2024 and 2023, respectively. Related Party Loans From January through April 2023, the Company entered into related party loans with NKMAX (“ Related Party Loans ”) for aggregate gross proceeds of $5.0 million. These Related Party Loans bear an interest rate of 4.6% and mature on December 31, 2024. There are no financial or non-financial covenants associated with the Related Party Loans. The Related Party Loans are not convertible into equity. In connection with the Related Party Loans, interest expenses incurred were $0.1 million for both the three months ended June 30, 2024 and 2023 and $0.1 million for both the six months ended June 30, 2024 and June 30, 2023. Related party interest payable amounts recorded to other current liabilities on the unaudited condensed consolidated balance sheets were $0.1 million and $0.2 million as of June 30, 2024 and December 31, 2023, respectively. Bridge Loans In March 2024 , the Company entered into bridge loan agreements (" Bridge Loans ") for total proceeds of $0.2 million, with a premium of 7.5% of the principal , and a maturity date 15 days from funding. The Bridge Loans were subsequently paid in full on April 10, 2024 . |