Why did NKGen Biotech enter a voting agreement related to authorized shares?

NKGen, AlpineBrook, and key stockholders signed a voting agreement to support increasing authorized common shares. The increase must cover the 12,009,780 consideration shares and five times the shares issuable upon conversion and exercise of the 2026 secured convertible note, the additional note, and both related warrants.

NKGen Biotech (NKGN) expands dilutive note deal with 12M+ shares, warrant

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NKGen Biotech, Inc. amended its secured convertible loan with AlpineBrook Capital to add a new $607,200 secured convertible note, providing $552,000 in net proceeds. The note is convertible into common stock at $0.08 per share and is paired with additional equity incentives for the lender.

The company increased the consideration shares under the loan to 12,009,780 common shares, to be issued over 25 months. It also issued a new warrant allowing AlpineBrook to buy common stock based on three times the outstanding principal at a $0.08 exercise price, subject to a 9.99% beneficial ownership cap and anti-dilution protections. A voting agreement commits key holders to support increasing authorized shares to accommodate shares from these notes and warrants.

Positive

None.

Negative

Highly dilutive financing structure: The amendment adds 12,009,780 consideration shares and a large new warrant tied to three times the principal-based share amount at $0.08, creating substantial potential dilution for existing shareholders.
Expensive small-capital raise: NKGen receives only $552,000 in net proceeds from a $607,200 secured convertible note that includes a $55,200 facilitation fee, suggesting high-cost capital relative to the cash raised.
Dependence on increased authorized shares: A voting agreement obligates key holders to support boosting authorized common shares to accommodate conversions and warrant exercises, signaling continued reliance on equity-linked financing to meet funding needs.

Insights

NKGen adds costly convertible debt and large equity-linked overhang.

NKGen Biotech secured an additional $607,200 secured convertible loan, receiving $552,000 net. The note converts at $0.08 per share and carries a facilitation fee of $55,200, indicating relatively expensive capital for a small cash infusion.

The amendment also lifts consideration shares to 12,009,780 common shares and grants a new warrant exercisable for up to three times the principal-based share amount at $0.08. Together with existing instruments, this creates a sizable potential share issuance, constrained only by a 9.99% beneficial ownership limit per holder, not by total dilution.

A voting agreement binds key stockholders to support an increase in authorized common shares sufficient for these conversions and warrant exercises. This points to a capital structure strategy heavily reliant on convertible and warrant-based financing, with future dilution dynamics depending on conversion and exercise patterns disclosed in subsequent company filings.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Additional note principal: $607,200 Facilitation fee: $55,200 Net loan proceeds: $552,000 +4 more

7 metrics

Additional note principal $607,200 Secured convertible promissory note added on April 28, 2026

Facilitation fee $55,200 Fee included in principal of additional note

Net loan proceeds $552,000 Cash received by NKGen from additional loan

Conversion price $0.08 per share Conversion price for additional secured convertible note

Consideration shares 12,009,780 shares Common stock consideration under amended loan agreement

Beneficial ownership cap 9.99% Limit in additional warrant on lender’s ownership

Warrant term 10 years Exercise period for additional common stock purchase warrant

Key Terms

Secured Convertible Loan Agreement, Secured Convertible Promissory Note, Common Stock Purchase Warrant, beneficial ownership limitation, +2 more

6 terms

Secured Convertible Loan Agreement financial

"The Amendment amends that certain Secured Convertible Loan Agreement, dated as of April 15, 2026"

Secured Convertible Promissory Note financial

"The Additional Loan is documented by a new Secured Convertible Promissory Note (Additional Note #1)"

Common Stock Purchase Warrant financial

"the Company also issued to the Lender a Common Stock Purchase Warrant (the “Additional Warrant”)"

A common stock purchase warrant is a tradable certificate that gives its holder the right to buy a company’s common shares at a fixed price for a set period. Think of it as a coupon that lets you buy stock later at today’s agreed price; it can amplify gains if the share price rises but also can increase the total number of shares outstanding, which may reduce existing owners’ percentage of the company. Investors watch warrants because they offer leveraged upside and can affect future share value and ownership.

beneficial ownership limitation financial

"The Additional Warrant contains a beneficial ownership limitation of 9.99%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

anti-dilution protections financial

"The Additional Warrant contains a beneficial ownership limitation of 9.99% and customary anti-dilution protections."

Regulation D regulatory

"issued and sold in reliance upon exemptions from registration requirements of the Securities Act, pursuant to Section 4(a)(2), Regulation D and/or Regulation S"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Understanding 8-K Material Events →

05/04/2026 - 05:25 PM

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): April 28, 2026

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	OTC Expert Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	NKGNW	OTC Expert 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.

On April 28, 2026, NKGen Biotech, Inc., a Delaware corporation (the “Company”), and NKGen Operating Biotech, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“NKGen OpCo,” and together with the Company, the “Borrowers”), entered into an Omnibus Amendment to Secured Convertible Loan Agreement and Other Loan Documents (the “Amendment”) with AlpineBrook Capital GP I Limited (the “Lender”). The Amendment amends that certain Secured Convertible Loan Agreement, dated as of April 15, 2026, by and among the Borrowers and the Lender (as amended, the “Loan Agreement”), and certain other related loan documents executed in connection with the Loan Agreement (as described on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2026).

Pursuant to the Amendment, the Lender agreed to extend an additional loan to the Borrowers in the principal amount of $607,200 (the “Additional Loan”), which includes a facilitation fee of $55,200 that is fully earned by and owed to the Lender on the effective date and is included in the principal of the Additional Loan. The net proceeds to the Borrowers from the Additional Loan are $552,000. The Additional Loan is documented by a new Secured Convertible Promissory Note (Additional Note #1) (the “Additional Note”) issued by the Borrowers in favor of the Lender in the principal amount of $607,200. The Additional Note bears interest at the Applicable Rate (as defined in the Loan Agreement) and is convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a conversion price of $0.08 per share, subject to adjustment.

In addition, the Amendment provides that the number of consideration shares of Common Stock to be issued by the Company to the Lender pursuant to the Loan Agreement (the “Consideration Shares”) was increased to 12,009,780 shares, to be delivered in five installments over 25 months following the closing date of the Loan Agreement.

In connection with the Amendment and the Additional Loan, the Company also issued to the Lender a Common Stock Purchase Warrant (the “Additional Warrant”), dated April 28, 2026. The Additional Warrant entitles the Lender to purchase a number of shares of Common Stock equal to three times the quotient of the principal amount outstanding under the Additional Note as of the date of issuance divided by the conversion price as of the date of issuance, at an exercise price of $0.08 per share, subject to adjustment. The Additional Warrant is exercisable at any time during the ten-year period commencing on the date of issuance and includes provisions for cashless exercise. The Additional Warrant contains a beneficial ownership limitation of 9.99% and customary anti-dilution protections.

In connection with the Amendment, the Company, the Lender, Graf Acquisition Partners IV LLC, NKGen Biotech Korea Co., Ltd., and Paul Song entered into a Voting Agreement, dated April 28, 2026 (the “Voting Agreement”), pursuant to which such stockholders agreed to vote their shares of Common Stock in favor of an increase in the number

of authorized shares of Common Stock sufficient to provide for the issuance of the Consideration Shares and five (5) times the shares of Common Stock issuable in connection with the conversion of the 2026 Secured Convertible Note (as defined in the Loan Agreement) and the Additional Note, and the exercise of the Warrant (as defined in the Loan Agreement) and the Additional Warrant. Pursuant to the Loan Agreement, the Company is required to obtain stockholder approval for such increase no later than the earlier of (a) two months after the closing date of the Loan Agreement and (b) immediately prior to the closing of the Company’s next financing (whether equity or debt).

The foregoing descriptions of the Amendment, the Additional Note, the Additional Warrant, and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as exhibits to this Current Report on Form 8-K and are 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 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 into this Item 3.02 by reference.

In connection with the transactions described under Item 1.01 above, on April 28, 2026, the Company agreed to issue to the Lender the following securities (the “Securities”) without registration under the Securities Act of 1933, as amended (the “Securities Act”):

(a)

The Consideration Shares to be issued in five installments commencing on the five-month anniversary of the closing date of the Loan Agreement;

(b)

the Additional Note, which is convertible into shares of Common Stock at a conversion price of $0.08 per share, subject to adjustment; and

(c)

the Additional Warrant, which is exercisable for shares of Common Stock at an exercise price of $0.08 per share, subject to adjustment.

The Securities were issued and sold in reliance upon exemptions from registration requirements of the Securities Act, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Omnibus Amendment to Secured Convertible Loan Agreement and Other Loan Documents, dated April 28, 2026, by and among NKGen Biotech, Inc., NKGen Operating Biotech, Inc., and AlpineBrook Capital GP I Limited.
10.2		Secured Convertible Promissory Note (Additional Note #1), dated April 28, 2026, issued by NKGen Biotech, Inc. and NKGen Operating Biotech, Inc. in favor of AlpineBrook Capital GP I Limited.
10.3*		Common Stock Purchase Warrant, dated April 28, 2026, issued by NKGen Biotech, Inc. to AlpineBrook Capital GP I Limited.
10.4		Voting Agreement, dated April 28, 2026, by and among NKGen Biotech, Inc., AlpineBrook Capital GP I Limited, Graf Acquisition Partners IV LLC, NKGen Biotech Korea Co., Ltd., and Paul Song.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its 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: May 4, 2026	/s/ Paul Y. Song
	Name:	Paul Y. Song
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What financing did NKGen Biotech (NKGN) announce in this 8-K?

NKGen Biotech entered an omnibus amendment adding a new secured convertible note with AlpineBrook Capital for a principal amount of $607,200. The company received $552,000 in net proceeds and tied this financing to additional shares and warrant rights for the lender.

What are the key terms of NKGen Biotech’s new convertible note?

The new secured convertible promissory note has a principal of $607,200, including a $55,200 facilitation fee, and provides $552,000 in net proceeds. It bears interest at the applicable rate under the loan agreement and is convertible into NKGen common stock at $0.08 per share, subject to adjustment.

How many NKGen Biotech shares are being issued as consideration to the lender?

The number of consideration shares under the amended loan agreement was increased to 12,009,780 NKGen common shares. These shares are scheduled to be delivered to the lender in five installments over 25 months following the original loan agreement closing date.

What are the main features of the new NKGen Biotech warrant issued to AlpineBrook?

NKGen issued a new common stock purchase warrant allowing AlpineBrook to buy shares equal to three times the principal outstanding under the additional note divided by the conversion price. The warrant has a $0.08 exercise price, a ten-year term, cashless exercise rights, and a 9.99% beneficial ownership limitation.

Were the securities issued by NKGen Biotech registered with the SEC?

The additional note, related consideration shares, and the new warrant were issued without SEC registration. NKGen relied on exemptions from registration under Section 4(a)(2), Regulation D, and/or Regulation S of the Securities Act of 1933 for these transactions.

Filing Exhibits & Attachments

8 documents

NKGen Biotech (NKGN) expands dilutive note deal with 12M+ shares, warrant