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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):
July 13, 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.
Background
On April 5, 2024, NKGen Biotech, Inc. (the “Company”),
NKGen Operating Biotech, Inc. (the “Borrower”) and BDW Investments, LLC (the “Lender”) entered into
an equity and business loan agreement (the “Original Loan Agreement”), which provided for a multi draw term loan financing
in a principal amount of up to $5 million. The Original Loan Agreement is described in the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on April 11, 2024.
First Amendment to Equity and Business Loan Agreement
On July 13, 2026, the Company, the Borrower and
the Lender entered into a First Amendment to Equity and Business Loan Agreement (the “Amendment”), which amends certain
terms of the Original Loan Agreement. The key terms of the Amendment are as follows:
Security Interest Modifications. The
Amendment removes references to the all-assets security agreement entered into in connection with the Original Loan Agreement (which
was terminated) and instead provides that the Lender shall have a first priority perfected security interest in certain real estate
collateral (the “Real Estate Collateral”) of the Borrower, as more fully described in
the Amendment. The Real Estate Collateral is secured by that certain BDW Deed of Trust, dated April 5, 2024, as amended by that
certain Amended and Restated Deed of Trust, dated April 30, 2026, concerning such real property.
Permitted Liens. The Amendment amends the
definition of “Permitted Liens” under the Original Loan Agreement to provide that liens securing certain senior indebtedness
may not be granted with respect to any Real Estate Collateral (other than certain customary permitted liens).
Senior Loan Definition. The Amendment amends
the definition of “Senior Loan” under the Original Loan Agreement to mean that certain Senior Convertible Loan Agreement,
dated as of April 15, 2026, by and between the Loan Parties and AlpineBrook Capital GP I Limited, as the same may be amended, restated,
amended and restated, extended, supplemented or otherwise modified from time to time.
Release of Claims. In connection with the
Amendment, the Company and the Borrower released the Lender and its related parties from any and all claims arising at any time on or prior to the
date of the Amendment relating to the Original Loan Agreement or any related documents or transactions thereunder.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference. The Original Loan Agreement was filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 11, 2024.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
First Amendment to Equity and Business Loan Agreement, dated July 13, 2026, by and among NKGen Biotech, Inc., NKGen Operating Biotech, Inc. and BDW Investments, LLC. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the 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: July 17, 2026 |
/s/ Paul Y. Song |
| |
Name: |
Paul Y. Song |
| |
Title: |
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
