NKGen Biotech clears key hurdle in majority acquisition of NKMAX

Rhea-AI Filing Summary

NKGen Biotech, Inc. (NKGN) filed an 8-K noting final stakeholder approval for its previously announced plan to acquire a majority interest in NKMAX Co., Ltd., a greater-than-10% shareholder of NKGen. The Seoul Bankruptcy Court had already selected NKGen as the preferred bidder; with stakeholder consent obtained on 18 June 2025, all stated closing conditions have now been satisfied. Management expects the transaction to close in early August 2025.

Strategic rationale: NKMAX is a clinical-stage Korean biotechnology firm that (i) develops immune-cell therapies, (ii) sells bioreagents, immunodiagnostic kits and health supplements, and (iii) owns a GMP-certified cell-therapy manufacturing facility completed in 2016. Control of these assets would expand NKGen’s manufacturing capacity, add commercial revenue streams and strengthen its pipeline, including candidate troculeucel.

Key disclosures & caveats: • NKMAX is under court-supervised rehabilitation and its KOSDAQ trading is suspended. • No purchase price, funding structure or pro-forma financial impact was disclosed. • Forward-looking statements highlight risks around financing, integration, litigation, clinical milestones and the possibility that the deal may still fail to close.

Materiality to investors: Completion would convert NKGen from minority partner to majority owner of a synergistic manufacturing and R&D platform, potentially accelerating clinical timelines and diversifying revenue. However, shareholders must weigh rehabilitation risk, execution complexity and unknown financial terms.

Positive

• Stakeholder approval eliminates the primary closing contingency, significantly increasing probability that the NKMAX acquisition will finalize.
• The deal would give NKGen control of a GMP-certified manufacturing facility, potentially lowering production costs and accelerating clinical timelines.
• Acquisition adds commercial revenue streams from bioreagents, diagnostics and supplements, diversifying NKGen’s largely pre-revenue profile.

Negative

• NKMAX remains under court-supervised rehabilitation; integration may introduce financial and operational liabilities.
• Purchase price and funding structure were not disclosed, creating uncertainty about dilution and leverage.
• NKMAX’s KOSDAQ trading is suspended, reflecting unresolved financial distress and potential reputational risk to NKGen.

Insights

M&A Specialist

TL;DR: Stakeholder approval removes key hurdle; deal now highly likely to close, enhancing NKGen’s manufacturing and asset base.

The court-managed rehabilitation process made stakeholder consent the principal gating item. With that approval in hand, closing risk drops materially, shifting investor focus to integration and financing execution. Vertical integration into NKMAX’s GMP facility could reduce CMC costs and de-risk scale-up for troculeucel. The absence of pricing details limits immediate valuation work, but strategic optionality is clear. Given biotech’s capital intensity, timing (early August) is important for modeling cash use. Overall, I view the update as positively impactful because it increases deal certainty and strategic control.

Risk Analyst

TL;DR: Approval positive, but rehabilitation status and undisclosed terms keep risk profile elevated.

While stakeholder consent is meaningful, NKMAX remains in bankruptcy proceedings with suspended trading, signaling operational and financial distress. Integration of a distressed entity can expose NKGen to hidden liabilities and require incremental cash burns. The 8-K lacks information on purchase consideration, debt assumption, or funding sources—critical for assessing dilution and balance-sheet strain. Forward-looking sections enumerate litigation, financing and clinical-execution risks, reminding investors that closing, scheduled for August, is not guaranteed. I classify the filing as impactful but risk-balanced, warranting careful monitoring.

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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): June 18, 2025

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

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 8.01. Other Events.

As previously disclosed in the Current Report on Form 8-K filed on December 2, 2024, the Seoul Bankruptcy Court (the “Court”) approved a Conditional Investment Agreement for the M&A of the Rehabilitating Company NKMAX Co., Ltd. (the “Agreement”) between NKGen Biotech, Inc. (the “Company”) and NKMAX Co., Ltd. (“NKMAX”). Additionally, as disclosed in the Current Report on Form 8-K, filed on January 2, 2025, the Company was notified that it had been selected by the Court as the final preferred bidder for the acquisition of a majority interest in NKMAX, subject to stakeholder approval (the “Acquisition”). On June 18, 2025, the NKMAX stakeholders approved the Agreement and all previously disclosed requirements have been satisfied. The Acquisition is expected to be completed in early August 2025.

NKMAX is a greater than 10% shareholder of the Company. Founded in 2002 and headquartered in Seoul, South Korea, NKMAX is a clinical-stage biotechnology company focused on advancing immune cell therapies. In addition to its therapeutic innovations, NKMAX develops and commercializes bioreagents and immunodiagnostic kits, with revenues derived from these products as well as health supplements. In 2016, NKMAX completed its GMP-certified manufacturing facility, strengthening its capabilities in high-quality cell therapy production. Listed on the KOSDAQ, a South Korean stock exchange, NKMAX’s trading has since been suspended during the course of ongoing rehabilitation efforts.

Forward-Looking Statements

Statements contained in this Current Report on Form 8-K may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”, “may”, “plan”, “outlook”, “future” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Because such statements are subject to risks and uncertainties, many of which are outside of the Company’s control, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, the closing of the Acquisition, which may not close on the terms or timing anticipated, or at all, the satisfaction or waiver of any conditions to the closing of the Acquisition, the anticipated impacts or benefits of the Acquisition, the closing of the expected funding for the Acquisition, the risk of shareholder litigation in connection with the Acquisition, including resulting expense or delay; the risk that NKMax’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, the successful and timely completion and the commercialization of troculeucel, statements regarding the Company’s plans and expected timing for developing troculeucel and SNK02, including the expected timing of completing and announcing further results from its ongoing clinical studies; and the Company’s expected timing for developing its product candidates and potential benefits of its product candidates. Risks that contribute to the uncertain nature of the forward-looking statements include: the Company’s ability to execute its plans and strategies; risks related to performing clinical studies; the risk that initial and interim results of a clinical study do not necessarily predict final results and that one or more of the clinical outcomes may materially change as patient enrollment continues, following more comprehensive reviews of the data, and as more patient data become available; potential delays in the commencement, enrollment and completion of clinical studies and the reporting of data therefrom; the risk that studies will not be completed as planned; the risk that the abstract will not be published as planned including delays in timing, format, or accessibility; and NKGen’s ability to raise additional funding to complete the development of its product candidates. These and other risks and uncertainties are described more fully under the caption “Risk Factors” and elsewhere in the Company’s filings and reports, which may be accessed for free by visiting the Securities and Exchange Commission’s website at www.sec.gov and on the Company’s website under the subheading “Investors—Financial and Filings”. Investors should take such risks into account and should not rely on forward-looking statements when making investment decisions. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: June 20, 2025	/s/ Paul Y. Song
	Name:	Paul Y. Song
	Title:	Chief Executive Officer
		(Principal Executive Officer)

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FAQ

When is NKGen Biotech (NKGN) expected to close the NKMAX acquisition?

Early August 2025, subject to customary closing processes.

Why is the NKMAX acquisition important to NKGen Biotech investors?

It provides majority control of a GMP facility and new revenue lines that could strengthen manufacturing and diversify income.

What risks remain after stakeholder approval of the NKMAX deal?

Financing, integration of a rehabilitating entity, potential litigation and undisclosed purchase terms still pose risks.

Is NKMAX currently trading on the KOSDAQ?

No. Trading is suspended while the company undergoes rehabilitation.

Does the 8-K disclose the acquisition purchase price?

No. The filing does not provide financial terms such as purchase price or funding sources.