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  4. [8-K] NKGen Biotech, Inc. Reports Material Event

NKGen Biotech (NKGN) expands AlpineBrook convertible deal with $412.5K note and new warrant

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(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

NKGen Biotech, Inc. entered into a Second Amendment to its Secured Convertible Loan Agreement with AlpineBrook Capital, adding a new secured convertible note and warrant financing. The lender provided an additional $412,500 loan (including a $37,500 facilitation fee), yielding net proceeds of $375,000 to NKGen.

The new Secured Convertible Promissory Note (Additional Note #2) is convertible into common stock at $0.08 per share, and is paired with an Additional Warrant #2 exercisable at $0.08 per share for ten years, subject to a 9.99% beneficial ownership cap. The company also increased the number of consideration shares under the loan agreement to 12,147,280 shares and entered into a Voting Agreement under which key holders agreed to support an increase in authorized common shares, enabling share issuance upon conversions and warrant exercises. The securities were issued without registration under the Securities Act in reliance on private offering exemptions.

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Insights

NKGen adds small convertible debt, linked equity and a share‑increase vote.

NKGen Biotech obtained an additional secured convertible loan of $412,500, with net proceeds of $375,000, from AlpineBrook under its existing Loan Agreement. The note converts at $0.08 per share and is accompanied by a warrant priced at the same level, both secured and convertible into common equity.

The increase in consideration shares to 12,147,280 and issuance of Additional Warrant #2 introduce meaningful potential dilution, though actual impact depends on future conversions and exercises. A 9.99% beneficial ownership limitation and anti‑dilution protections shape how and when the lender can increase its stake.

The Voting Agreement aligns several stockholders to approve an increase in authorized common shares, which the company must secure by two months after the Loan Agreement closing or before its next financing. Subsequent company filings may detail whether stockholders approve the share increase and how much of the debt ultimately converts into equity.

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.
Additional loan principal $412,500 Additional Loan #2 under Secured Convertible Loan Agreement
Facilitation fee $37,500 Fee fully earned and included in Additional Loan #2 principal
Net proceeds $375,000 Net cash to NKGen from Additional Loan #2
Note conversion price $0.08 per share Conversion price for Additional Note #2 into common stock
Consideration shares 12,147,280 shares Total consideration shares of common stock under Loan Agreement
Warrant exercise price $0.08 per share Exercise price for Additional Warrant #2
Beneficial ownership cap 9.99% Maximum ownership allowed under Additional Warrant #2
Warrant term 10 years Exercise period for Additional Warrant #2 from date of issuance
Secured Convertible Loan Agreement financial
"entered into a Second Amendment to Secured Convertible Loan Agreement"
Secured Convertible Promissory Note financial
"documented by a new Secured Convertible Promissory Note (Additional Note #2)"
Common Stock Purchase Warrant financial
"the Company also issued to the Lender a Common Stock Purchase 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 #2 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.
Regulation D regulatory
"issued and sold in reliance upon exemptions from registration requirements... 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.
Regulation S regulatory
"issued and sold in reliance upon exemptions from registration requirements... Regulation D and/or Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Understanding 8-K Material Events →
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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 15, 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 15, 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 Second Amendment to Secured Convertible Loan Agreement (the “Second Amendment”) with AlpineBrook Capital GP I Limited (the “Lender”). The Second 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 together with the Initial Loan Agreement, 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 and May 4, 2026).

 

Pursuant to the Second Amendment, the Lender agreed to extend an additional loan to the Borrowers in the principal amount of $412,500 (the “Additional Loan #2”), which includes a facilitation fee of $37,500 that is fully earned by and owed to the Lender on the effective date and is included in the principal of the Additional Loan #2. The net proceeds to the Borrowers from the Additional Loan #2 are $375,000. The Additional Loan #2 is documented by a new Secured Convertible Promissory Note (Additional Note #2) (the “Additional Note #2”) issued by the Borrowers in favor of the Lender in the principal amount of $412,500. The Additional Note #2 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 Second 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 12,147,280 shares, to be delivered in five installments over 25 months following the closing date of the Loan Agreement.

 

In connection with the Second Amendment and the Additional Loan #2, the Company also issued to the Lender a Common Stock Purchase Warrant (the “Additional Warrant #2”), dated May 15, 2026. The Additional Warrant #2 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 #2 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 #2 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 #2 contains a beneficial ownership limitation of 9.99% and customary anti-dilution protections.

 

In connection with the Second 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 15, 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) and the Additional Note #2, and the exercise of the Warrant (as defined in the Loan Agreement), the Additional Warrant (as defined in the Omnibus Amendment) and the Additional Warrant #2. 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 Second Amendment, the Additional Note #2, the Additional Warrant #2, 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. 

 

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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 15, 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 #2, 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 #2, 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   Second Amendment to Secured Convertible Loan Agreement, dated May 15, 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 #2), dated May 15, 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 15, 2026, issued by NKGen Biotech, Inc. to AlpineBrook Capital GP I Limited.
10.4   Voting Agreement, dated May 15, 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.

 

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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 21, 2026 /s/ Paul Y. Song
  Name: Paul Y. Song
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

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Source: View Original Filing on SEC EDGAR

FAQ

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

NKGen secured an additional $412,500 secured convertible loan from AlpineBrook, yielding $375,000 in net proceeds. The financing is documented as Additional Note #2 under the existing Secured Convertible Loan Agreement structure.

What is the conversion price of NKGen Biotech’s new Additional Note #2?

The new Secured Convertible Promissory Note converts into NKGen common stock at $0.08 per share, subject to adjustment. This fixed conversion level determines how many shares could be issued if the lender elects to convert principal and interest.

How many consideration shares are now issuable under NKGen Biotech’s loan agreement?

The number of consideration shares was increased to 12,147,280 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 key terms of NKGen Biotech’s Additional Warrant #2?

Additional Warrant #2 allows the lender to buy common stock at $0.08 per share for ten years. The number of warrant shares equals three times the loan principal divided by the conversion price, with a 9.99% beneficial ownership cap and cashless exercise features.

Were NKGen Biotech’s new securities registered with the SEC?

No, the new note, warrants and related securities were issued as unregistered offerings. NKGen relied on registration exemptions under Section 4(a)(2) of the Securities Act, along with Regulation D and/or Regulation S.

Filing Exhibits & Attachments

8 documents

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