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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):
May 27, 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 May 27, 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 a Third
Omnibus Amendment to Secured Convertible Loan Agreement and Warrants (the “Third Amendment”) with AlpineBrook Capital
GP I Limited (the “Lender”). The Third Amendment amends that certain Secured Convertible Loan Agreement, dated as of
April 15, 2026, by and among the Borrowers and the Lender (the “Initial Loan Agreement”), as amended by that certain
Omnibus Amendment to Secured Convertible Loan Agreement and Other Loan Documents, dated as of April 28, 2026, by and among the Borrowers
and the Lender (the “Omnibus Amendment”) and that certain Second Amendment to Secured Convertible Loan Agreement, dated
as of May 15, 2026, by and among the Borrowers and the Lender (the “Second Amendment”, and together with the Initial
Loan Agreement and the Omnibus Amendment, as amended, the “Loan Agreement”) (as described on the Company’s Current
Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2026, May 4, 2026, and
May 21, 2026).
Pursuant to the Third Amendment, the Lender agreed
to extend an additional loan to the Borrowers in the principal amount of $2,420,000 (the “Additional Loan #3”), which
includes a facilitation fee of $220,000 that is fully earned by and owed to the Lender on the effective date and is included in the principal
of the Additional Loan #3. The net proceeds to the Borrowers from the Additional Loan #3 are $2,200,000. The Additional Loan #3 is documented
by a new Secured Convertible Promissory Note (Additional Note #3) (the “Additional Note #3”) issued by the Borrowers
in favor of the Lender in the principal amount of $2,420,000. The Additional Note #3 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 Third 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 12,953,947 shares, to be delivered in six installments over 30 months following the closing date
of the Loan Agreement.
In connection with the Third Amendment and the
Additional Loan #3, the Company also issued to the Lender a Common Stock Purchase Warrant (the “Additional Warrant #3”),
dated May 27, 2026. The Additional Warrant #3 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 #3 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 #3 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
#3 contains a beneficial ownership limitation of 9.99% and customary anti-dilution protections.
In connection with the Third Amendment, the Company,
the Lender, Graf Acquisition Partners IV LLC, NKGen Biotech Korea Co., Ltd., and Paul Song entered into a Voting Agreement, dated May
27, 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), the Additional Note #1 (as defined in the Omnibus Amendment), the Additional Note #2 (as defined in the
Second Amendment) and the Additional Note #3, and the exercise of the Warrant (as defined in the Loan Agreement), the Additional Warrant
(as defined in the Omnibus Amendment), the Additional Warrant #2 (as defined in the Second Amendment) and the Additional Warrant #3. 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 Third Amendment,
the Additional Note #3, the Additional Warrant #3, 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 May 27, 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 six installments commencing on the five-month anniversary of the closing date of the Loan Agreement; |
| |
(b) |
the Additional Note #3, 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 #3, 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 |
|
Third Omnibus Amendment to Secured Convertible Loan Agreement and Warrants, dated May 27, 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 #3), dated May 27, 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 May 27, 2026, issued by NKGen Biotech, Inc. to AlpineBrook Capital GP I Limited. |
| 10.4 |
|
Voting Agreement, dated May 27, 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: June 2, 2026 |
/s/ Paul Y. Song |
| |
Name: |
Paul Y. Song |
| |
Title: |
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
