NKGN / NKGen Biotech, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

NKGen Biotech, Inc.
US ˙ OTCPK ˙ US65488A1016

Grundlæggende statistik
CIK 1845459
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to NKGen Biotech, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
June 2, 2026 8-K

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.

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

June 2, 2026 EX-10.1

THIRD OMNIBUS AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS

Exhibit 10.1 THIRD OMNIBUS AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS THIS THIRD OMNIBUS AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT AND WARRANTS (this “Amendment”) is dated as of May 27, 2026 by and among NKGEN OPERATING BIOTECH, INC., a Delaware corporation (“NKGen OpCo”), NKGEN BIOTECH, INC., a Delaware corporation (“NKGen Bio”, and collectively with NKGen OpCo, the “Borro

June 2, 2026 EX-10.2

SECURED CONVERTIBLE PROMISSORY NOTE (Additional Note #3) DATE: May 27, 2026

Exhibit 10.2 SECURED CONVERTIBLE PROMISSORY NOTE (Additional Note #3) DATE: May 27, 2026 BORROWERS: NKGen Biotech, Inc. and NKGen Operating Biotech, Inc., 3001 Daimler St., Santa Ana, CA 92705 LENDER: AlpineBrook Capital GP I Limited PRINCIPAL: US$2,420,000 FOR VALUE RECEIVED, each undersigned, NKGen Biotech, Inc. (“NKGen Bio”) and NKGen Operating Biotech, Inc. (each, a “Borrower”) promises to pay

June 2, 2026 EX-10.4

VOTING AGREEMENT

Exhibit 10.4 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made as of May 27, 2026, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), AlpineBrook Capital GP I Limited (the “Investor”), Graf Acquisition Partners IV LLC (“Graf Acquisition Partners IV”), NKGen Biotech Korea Co., Ltd. (“NKGen Biotech Korea”), and Paul Song (collectively, with Graf Acquisition Par

June 2, 2026 EX-10.3

COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

May 21, 2026 EX-10.4

VOTING AGREEMENT

Exhibit 10.4 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made as of May 15, 2026, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), AlpineBrook Capital GP I Limited (the “Investor”), Graf Acquisition Partners IV LLC (“Graf Acquisition Partners IV”), NKGen Biotech Korea Co., Ltd. (“NKGen Biotech Korea”), and Paul Song (collectively, with Graf Acquisition Par

May 21, 2026 EX-10.1

SECOND AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT

Exhibit 10.1 SECOND AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT THIS SECOND AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT (this “Amendment”) is dated as of May 15, 2026 by and among NKGEN OPERATING BIOTECH, INC., a Delaware corporation (“NKGen OpCo”), NKGEN BIOTECH, INC., a Delaware corporation (“NKGen Bio”, and collectively with NKGen OpCo, the “Borrowers”), and AlpineBrook Capital GP I Lim

May 21, 2026 EX-10.2

SECURED CONVERTIBLE PROMISSORY NOTE (Additional Note #2) DATE: May 15, 2026

Exhibit 10.2 SECURED CONVERTIBLE PROMISSORY NOTE (Additional Note #2) DATE: May 15, 2026 BORROWERS: NKGen Biotech, Inc. and NKGen Operating Biotech, Inc., 3001 Daimler St., Santa Ana, CA 92705 LENDER: AlpineBrook Capital GP I Limited PRINCIPAL: US$412,500 FOR VALUE RECEIVED, each undersigned, NKGen Biotech, Inc. (“NKGen Bio”) and NKGen Operating Biotech, Inc. (each, a “Borrower”) promises to pay t

May 21, 2026 8-K

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.

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

May 21, 2026 EX-10.3

COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

May 4, 2026 EX-10.1

OMNIBUS AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT OTHER LOAN DOCUMENTS

Exhibit 10.1 OMNIBUS AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT AND OTHER LOAN DOCUMENTS THIS OMNIBUS AMENDMENT TO SECURED CONVERTIBLE LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) is dated as of April 28, 2026 (the “Effective Date”) by and among NKGEN OPERATING BIOTECH, INC., a Delaware corporation (“NKGen OpCo”), NKGEN BIOTECH, INC., a Delaware corporation (“NKGen Bio”, and col

May 4, 2026 8-K

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, In

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 Fil

May 4, 2026 EX-10.3

COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

May 4, 2026 EX-10.4

VOTING AGREEMENT

Exhibit 10.4 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made as of April 28, 2026, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), AlpineBrook Capital GP I Limited (the “Investor”), Graf Acquisition Partners IV LLC (“Graf Acquisition Partners IV”), NKGen Biotech Korea Co., Ltd. (“NKGen Biotech Korea”), and Paul Song (collectively, with Graf Acquisition P

May 4, 2026 EX-10.2

SECURED CONVERTIBLE PROMISSORY NOTE (Additional Note #1) DATE: April 28, 2026

Exhibit 10.2 SECURED CONVERTIBLE PROMISSORY NOTE (Additional Note #1) DATE: April 28, 2026 BORROWERS: NKGen Biotech, Inc. and NKGen Operating Biotech, Inc., 3001 Daimler St., Santa Ana, CA 92705 LENDER: AlpineBrook Capital GP I Limited PRINCIPAL: US$607,200 FOR VALUE RECEIVED, each undersigned, NKGen Biotech, Inc. (“NKGen Bio”) and NKGen Operating Biotech, Inc. (each, a “Borrower”) promises to pay

April 21, 2026 EX-10.6

INTELLECTUAL PROPERTY SECURITY AGREEMENT

Exhibit 10.6 Execution Version INTELLECTUAL PROPERTY SECURITY AGREEMENT This Intellectual Property Security Agreement (“Agreement”) is entered into as of April 15, 2026, by and between AlpineBrook Capital GP I Limited (“Lender”), as the lender party to the Loan Agreement referred to below, and NKGEN BIOTECH, INC., a Delaware corporation (“Grantor”). Capitalized terms used herein are used as define

April 21, 2026 EX-10.8

VOTING AGREEMENT

Exhibit 10.8 Execution Version VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made as of April 15, 2026, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), AlpineBrook Capital GP I Limited (the “Investor”), Graf Acquisition Partners IV LLC (“Graf Acquisition Partners IV”), NKGen Biotech Korea Co., Ltd. (“NKGen Biotech Korea”), and Paul Song (collectively, with

April 21, 2026 EX-10.1

SECURED CONVERTIBLE LOAN AGREEMENT

Exhibit 10.1 Execution Version SECURED CONVERTIBLE LOAN AGREEMENT THIS SECURED CONVERTIBLE LOAN AGREEMENT is dated as of April 15, 2026 (the “Effective Date”) by and among NKGEN OPERATING BIOTECH, INC., a Delaware corporation (“NKGen OpCo”), NKGEN BIOTECH, INC., a Delaware corporation (“NKGen Bio”, and collectively with NKGen OpCo, the “Borrowers”), and AlpineBrook Capital GP I Limited (together w

April 21, 2026 EX-10.3

COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC.

Exhibit 10.3 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT

April 21, 2026 8-K

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 15, 2026 NKGen Biotech, In

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 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 Fil

April 21, 2026 EX-10.7

SHARE KUN-PLEDGE AGREEMENT DATED April 15, 2026 NKGEN BIOTECH, INC. as Pledgor ALPINEBROOK CAPITAL GP I LIMITED AS Pledgee in connection with the U.S.$39,922,134.22 Secured convertible loan agreement and secured convertible Promissory note

Exhibit 10.7 Execution Version SHARE KUN-PLEDGE AGREEMENT DATED April 15, 2026 NKGEN BIOTECH, INC. as Pledgor and ALPINEBROOK CAPITAL GP I LIMITED AS Pledgee in connection with the U.S.$39,922,134.22 Secured convertible loan agreement and secured convertible Promissory note Contents SECTION 1. Definitions and Interpretation 1 SECTION 2. Establishment of Kun-Pledge, transfer of the Right of book-en

April 21, 2026 EX-10.2

SECURED CONVERTIBLE PROMISSORY NOTE DATE: April 15, 2026

Exhibit 10.2 Execution Version SECURED CONVERTIBLE PROMISSORY NOTE DATE: April 15, 2026 BORROWERS: NKGen Biotech, Inc. and NKGen Operating Biotech, Inc., 3001 Daimler St., Santa Ana, CA 92705 LENDER: AlpineBrook Capital GP I Limited PRINCIPAL: US$39,922,134.22 FOR VALUE RECEIVED, each undersigned, NKGen Biotech, Inc. (“NKGen Bio”) and NKGen Operating Biotech, Inc. (each, a “Borrower”) promises to

April 21, 2026 EX-3.1

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF NKGEN BIOTECH, INC.

Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF NKGEN BIOTECH, INC. This Amendment No. 1 (this “Amendment”) to the Amended and Restated Bylaws (the “Bylaws”) of NKGen Biotech, Inc., a Delaware corporation (the “Corporation”), is adopted effective as of April 15, 2026, by the Board of Directors of the Corporation (the “Board”) pursuant to Article V.F of the Second Amended and Rest

April 21, 2026 EX-10.5

PLEDGE AND SECURITY AGREEMENT

Exhibit 10.5 Execution Version PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of April 15, 2026 by and among NKGen Biotech, Inc., a Delaware corporation (“NKGen Bio”), NKGen Operating Biotech, Inc., a Delaware corporation (“NKGen OpCo”) (together wi

April 21, 2026 EX-10.4

INVESTOR RIGHTS AGREEMENT

Exhibit 10.4 Execution Version INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 15, 2026, by and between NKGEN BIOTECH, INC., a Delaware corporation (the “Company”), NKGEN BIOTECH KOREA CO., LTD., a company formed under the laws of the Republic of Korea (“NKGen Korea”), and ALPINEBROOK CAPITAL GP I LIMITED (the “Investor”). WHEREAS, the Invest

February 26, 2026 8-K

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): February 20, 2026 NKGen Biotech,

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): February 20, 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

February 26, 2026 EX-10.1

AMENDMENT NO. 4 TO SECURED PROMISSORY NOTE

Exhibit 10.1 AMENDMENT NO. 4 TO SECURED PROMISSORY NOTE This Amendment No. 4 to Secured Promissory Note, dated February 20, 2026 (the “Amendment”) is entered into by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), NKGen Operating Biotech, Inc., a Delaware corporation (the “Company Sub,” together with the Company, the “Borrowers,” and each, a “Borrower”) and AlpineBrook Capit

February 5, 2026 8-K

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): January 30, 2026 NKGen Biotech,

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): January 30, 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 F

February 5, 2026 EX-10.1

AMENDMENT NO. 3 TO SECURED PROMISSORY NOTE

Exhibit 10.1 AMENDMENT NO. 3 TO SECURED PROMISSORY NOTE This Amendment No. 3 to Secured Promissory Note, dated January 30, 2026 (the “Amendment”) is entered into by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), NKGen Operating Biotech, Inc., a Delaware corporation (the “Company Sub,” together with the Company, the “Borrowers,” and each, a “Borrower”) and AlpineBrook Capita

January 26, 2026 EX-10.2

AMENDMENT NO. 2 TO SECURED PROMISSORY NOTE

Exhibit 10.2 AMENDMENT NO. 2 TO SECURED PROMISSORY NOTE This Amendment No. 2 to Secured Promissory Note, dated January 23, 2026 (the “Amendment”) is entered into by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), NKGen Operating Biotech, Inc., a Delaware corporation (the “Company Sub,” together with the Company, the “Borrowers,” and each, a “Borrower”) and AlpineBrook Capita

January 26, 2026 EX-10.1

FORWARD PURCHASE AGREEMENT CONFIRMATION EIGHTH AMENDMENT

Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION EIGHTH AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION EIGHTH AMENDMENT, dated as of January 20, 2026 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively

January 26, 2026 8-K

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): January 20, 2026 NKGen Biotech,

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): January 20, 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 F

January 20, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40427NKGN NK

January 16, 2026 8-K

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): January 12, 2026 NKGen Biotech,

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): January 12, 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 F

January 16, 2026 EX-10.1

AMENDMENT TO SECURED PROMISSORY NOTE

Exhibit 10.1 AMENDMENT TO SECURED PROMISSORY NOTE This Amendment to Secured Promissory Note, dated January 12, 2026 (the “Amendment”) is entered into by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), NKGen Operating Biotech, Inc., a Delaware corporation (the “Company Sub,” together with the Company, the “Borrowers,” and each, a “Borrower”) and AlpineBrook Capital GP I Limit

January 9, 2026 EX-10.1

SECURED PROMISSORY NOTE

Exhibit 10.1 SECURED PROMISSORY NOTE Date of Issuance: January 5, 2026 Principal Amount of Note: US$25,840,106 FOR VALUE RECEIVED, the undersigned, on behalf of NKGen Biotech, Inc., a Delaware corporation (the “Company”) and NKGen Operating Biotech, Inc., a Delaware corporation (the “Company Sub,” together with the Company, the “Borrowers,” and each, a “Borrower”), HEREBY PROMISES TO PAY to the or

January 9, 2026 8-K

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): January 5, 2026 NKGen Biotech, I

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): January 5, 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 Fi

October 8, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to. Commission File Number 001-40427 NKGen

September 29, 2025 8-K

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): September 25, 2025 NKGen Biotech

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): September 25, 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

September 29, 2025 EX-10.1

CONSULTING AGREEMENT

Exhibit 10.1 Execution Copy CONSULTING AGREEMENT This CONSULTING Agreement is entered into as of this 25th day of September, 2025 (the “Agreement”) by and between NKGen Biotech, Inc. (the “Company”), and Yong Man Kim (“Consultant”). The Company and Consultant are referred to individually as a “Party” and collectively as the “Parties.” The following terms set forth the agreement between Consultant

September 24, 2025 8-K

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): September 18, 2025 NKGen Biotech

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): September 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

September 24, 2025 EX-4.1

COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

September 24, 2025 EX-10.1

STOCK PURCHASE AGREEMENT

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of September 18, 2025, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). BACKGROUND A. The Company and the Purchaser are executing and delivering this Agreement i

September 24, 2025 EX-10.2

LETTER AGREEMENT REGARDING STOCK PURCHASE AGREEMENT

Exhibit 10.2 LETTER AGREEMENT REGARDING STOCK PURCHASE AGREEMENT This Letter Agreement (“Letter”), dated as of September 18, 2025, is made between ASIA ADVISORS LIMITED (the “Investor”) and NKGEN BIOTECH, INC. (the “Company”). WHEREAS, the Company has entered into that certain Stock Purchase Agreement and related Common Stock Purchase Warrant , both dated September 18, 2025, by and between the Com

September 9, 2025 EX-99.1

NKGen Biotech, Inc. Announces Completion of NKMax Co., Ltd. Acquisition; Gains Full Control of Global Manufacturing and Intellectual Property Assets

Exhibit 99.1 NKGen Biotech, Inc. Announces Completion of NKMax Co., Ltd. Acquisition; Gains Full Control of Global Manufacturing and Intellectual Property Assets ● NKGen acquires controlling stake in NKMax, marking a pivotal moment in its transformation into a fully integrated, self-sustaining, cell therapy company with global manufacturing and IP control. ● Approximately $16.9 million paid to acq

September 9, 2025 8-K

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): September 4, 2025 NKGen Biotech,

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): September 4, 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

July 17, 2025 EX-99.1

NKGen Biotech and HekaBio Enter Strategic Partnership to Bring Novel NK Cell Therapy to Japan

Exhibit 99.1 NKGen Biotech and HekaBio Enter Strategic Partnership to Bring Novel NK Cell Therapy to Japan In connection with HekaBio’s recently announced strategic investment in NKGen, the partnership will expedite the regulatory, manufacturing, and commercial development of NKGen’s autologous NK cell therapy, troculeucel, in Japan. Under Japan’s Regenerative Medicine guidelines, cell therapies e

July 17, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 14, 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

July 17, 2025 EX-10.1

Collaboration Agreement

Exhibit 10.1 Collaboration Agreement This Collaboration Agreement (this “Agreement”) is entered into between HekaBio K.K., a Japanese joint stock company (“HekaBio”), and NKGen Biotech, Inc., a Delaware corporation (“NKGen”), on July14th, 2025 (the “Effective Date”). RECITALS: A. The parties have entered into a Stock Purchase Agreement and Form of Common Stock Purchase Warrant dated on or around t

July 16, 2025 EX-99.1

NKGen Biotech Announces New Funding to Regain Compliance with Reporting Obligations and Listing Standards

Exhibit 99.1 NKGen Biotech Announces New Funding to Regain Compliance with Reporting Obligations and Listing Standards Funding in the amount of $2.0M from Japanese strategic investor, in the form of common equity PIPE with warrants. New funding provides for necessary resources to regain compliance with reporting obligations and listing standards. Share trading will move to the OTC Expert Market te

July 16, 2025 EX-4.1

FORM OF COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

July 16, 2025 EX-10.1

STOCK PURCHASE AGREEMENT

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 14th, 2025, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). BACKGROUND A. The Company and the Purchaser are executing and delivering this Agreement in r

July 16, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 14, 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

June 20, 2025 8-K

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

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

May 20, 2025 EX-4.1

COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

May 20, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 14, 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

May 20, 2025 EX-10.1

STOCK PURCHASE AGREEMENT

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 14, 2025, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). BACKGROUND A. The Company and the Purchaser are executing and delivering this Agreement in reli

May 15, 2025 NT 10-Q

NKGen Biotech, Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER 65488A101 65488A119 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2025 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-

May 8, 2025 EX-10.1

STOCK PURCHASE AGREEMENT

Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 5, 2025, by and among NKGen Biotech, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”). BACKGROUND A. The Company and the Purchaser are executing and delivering this Agreement in relia

May 8, 2025 EX-99.1

NKGen Biotech Chairman & CEO Paul Y. Song, M.D., Personally Invests $2.65 Million Cash to Accelerate Phase 2 Clinical Trial and Fulfill Financial Reporting Obligations

Exhibit 99.1 NKGen Biotech Chairman & CEO Paul Y. Song, M.D., Personally Invests $2.65 Million Cash to Accelerate Phase 2 Clinical Trial and Fulfill Financial Reporting Obligations New funding from Dr. Song augments $3.0 million in funding advances from AlpineBrook Capital in 2025 above and beyond the $5.5 million proceeds and additional $4 million commitments in previously-disclosed AlpineBrook c

May 8, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 5, 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 N

May 8, 2025 EX-4.1

COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

May 1, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 25, 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 Fil

May 1, 2025 EX-10.1

2

Exhibit 10.1 Re: Warrant Downside Protection Conversion and Share Issuance (Common Stock Purchase Warrant Issued April 25, 2024) To: Kepos Alpha Master Fund L.P., 11 Times Square, 35th Floor New York, NY 10036 [email protected] From: NKGen Biotech, Inc. 3001 Daimler Street Santa Ana, CA, 92705 [email protected] Dear Kepos Alpha Master Fund L.P.: This letter agreement (this “Letter”) sets

April 22, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 21, 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 Fil

April 22, 2025 EX-10.1

CHANGE IN TERMS AGREEMENT

Exhibit 10.1 CHANGE IN TERMS AGREEMENT Borrower: NKGEN BIOTECH, INC. Lender: East West Bank 3001 DAIMLER ST SANTA ANA, CA 92705 Loan Servicing Department 9300 Flair Drive, 6th Floor El Monte, CA 91731 Principal Amount: $3,991,127.50 Date of Agreement: April 14, 2025 DESCRIPTION OF EXISTING INDEBTEDNESS. The Promissory Note dated June 20, 2023 for Loan Number 769632309 in the original Principal Amo

March 31, 2025 NT 10-K

NKGen Biotech, Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER 65488A101 65488A119 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form

March 11, 2025 EX-10.2

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 Execution Version CONVERTIBLE PROMISSORY NOTE DATE: March 10, 2025 BORROWER: NKGEN OPERATING BIOTECH, INC. and NKGEN BIOTECH, INC. LENDER: AlpineBrook Capital GP I Limited PRINCIPAL: Up to $5,000,000 1. a) FOR VALUE RECEIVED, each undersigned, NKGEN OPERATING BIOTECH, INC. and NKGEN BIOTECH, INC. (each and together, “Borrower”) promises to pay to the order of AlpineBrook Capital GP I

March 11, 2025 8-K

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): March 10, 2025 NKGen Biotech, In

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): March 10, 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 Fil

March 11, 2025 EX-10.1

CONVERTIBLE LOAN AGREEMENT by and between NKGEN OPERATING BIOTECH, INC., NKGEN BIOTECH, INC., AlpineBrook Capital GP I Limited Dated as of March 10, 2025 TABLE OF CONTENTS

Exhibit 10.1 Execution Version CONVERTIBLE LOAN AGREEMENT by and between NKGEN OPERATING BIOTECH, INC., NKGEN BIOTECH, INC., and AlpineBrook Capital GP I Limited Dated as of March 10, 2025 TABLE OF CONTENTS Page ARTICLE I LOAN AND TERMS OF PAYMENT 1 1.1 TERM LOAN 1 1.2 PRINCIPAL REPAYMENT; CONVERSION RIGHTS 1 1.3 PREPAYMENT 1 1.4 INTEREST 2 1.5 CONSIDERATION SHARES; WARRANT 2 1.6 BENEFICIAL OWNERS

March 11, 2025 EX-4.1

COMMON STOCK PURCHASE WARRANT NKGEN BIOTECH, INC.

Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T

March 4, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40427NKG

March 4, 2025 424B3

Up to 55,687,964 Shares of Common Stock Up to 26,923,882 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,027,353 Shares of Common Stock Issuable Upon Conversion of Notes

PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated July 10, 2024) Filed Pursuant to Rule 424(b)(3) Registration No. 333-275094 Up to 55,687,964 Shares of Common Stock Up to 26,923,882 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,027,353 Shares of Common Stock Issuable Upon Conversion of Notes This prospectus supplement is being filed to update and supplement the information cont

February 25, 2025 8-K

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): February 25, 2025 NKGen Biotech,

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): February 25, 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

February 3, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

January 24, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

January 8, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): January 7, 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 Fi

January 2, 2025 EX-10.2

Convertible Promissory Note, dated December 31, 2024, issued to AlpineBrook Capital GP I Limited.

Exhibit 10.2 CONVERTIBLE PROMISSORY NOTE DATE: December 31, 2024 BORROWER: NKGEN OPERATING BIOTECH, INC. and NKGEN BIOTECH, INC. LENDER: AlpineBrook Capital GP I Limited PRINCIPAL: $4,500,000 1. a) FOR VALUE RECEIVED, each undersigned, NKGEN OPERATING BIOTECH, INC. and NKGEN BIOTECH, INC. (each and together, “Borrower”) promises to pay to the order of AlpineBrook Capital GP I Limited (“Lender”) (i

January 2, 2025 8-K

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): December 31, 2024 NKGen Biotech,

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): December 31, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

January 2, 2025 EX-10.1

Seventh Amendment to Forward Purchase Agreement, dated as of December 31, 2024, among NKGen and Meteora Capital Partners, LP and certain of its affiliates.

Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION SEVENTH AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION SEVENTH AMENDMENT, dated as of December 31, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collective

January 2, 2025 EX-4.1

Common Stock Purchase Warrant, dated December 31, 2024, issued to AlpineBrook Capital GP I Limited.

Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T

January 2, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 31, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

January 2, 2025 EX-10.1

Loan Agreement, dated December 31, 2024, by and among NKGen Biotech, Inc., NKGen Operating Biotech, Inc. and AlpineBrook Capital GP I Limited.

Exhibit 10.1 Execution Version CONVERTIBLE LOAN AGREEMENT by and between NKGEN OPERATING BIOTECH, INC., NKGEN BIOTECH, INC., and AlpineBrook Capital GP I Limited Dated as of December 31, 2024 TABLE OF CONTENTS Page Article I LOAN AND TERMS OF PAYMENT 1 1.1 TERM LOAN 1 1.2 PRINCIPAL REPAYMENT; CONVERSION RIGHTS 1 1.3 PREPAYMENT 2 1.4 INTEREST 2 1.5 CONSIDERATION SHARES 2 Article II REPRESENTATIONS

December 12, 2024 8-K

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): December 6, 2024 NKGen Biotech, I

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): December 6, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi

December 4, 2024 8-K

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): December 2, 2024 NKGen Biotech,

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): December 2, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F

December 2, 2024 EX-99.1

NKGen Biotech Selected as Stalking Horse Bidder for NKMax

Exhibit 99.1 NKGen Biotech Selected as Stalking Horse Bidder for NKMax ● Upon closing, the transaction would secure global IP rights for NKGen. ● NKGen and its partners can begin to commercialize troculeucel in Korea, Japan and other markets where natural-killer (“NK”) cell therapy is already legal. ● NKGen proposal included up to $18 million in committed funding. ● Closing expected in 1Q 2025. SA

December 2, 2024 EX-10.1

Conditional Investment Agreement, dated November 20, 2024, by and between NKGen Biotech, Inc. and NKMAX Co., Ltd.

Exhibit 10.1 Conditional Investment Agreement for the M&A of the Rehabilitating Company NKMAX Co., Ltd. Nov. 20, 2024 “Party A”: Rehabilitating Company NKMAX Co., Ltd. “Party B” : NKGen Biotech, Inc. 1 | Page Conditional Investment Agreement for the M&A of the Rehabilitating Company NKMAX Co., Ltd. This Conditional Investment Agreement for the M&A of the Rehabilitating Company NKMAX Co., Ltd. (her

December 2, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 25, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

November 26, 2024 EX-99.1

NKGen Biotech Receives Notifications From Nasdaq Related to Delayed Quarterly Report and Decision of the Nasdaq Hearings Panel

Exhibit 99.1 NKGen Biotech Receives Notifications From Nasdaq Related to Delayed Quarterly Report and Decision of the Nasdaq Hearings Panel SANTA ANA, Calif., Nov. 26, 2024 (GLOBE NEWSWIRE) - NKGen Biotech, Inc. (Nasdaq: NKGN) (“NKGen” or the “Company”), today announced it received a notice (the “Notice”) on November 20, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“

November 26, 2024 8-K

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): November 20, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

November 15, 2024 NT 10-Q

NKGen Biotech, Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER 65488A101 65488A119 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form

November 12, 2024 8-K

Financial Statements and Exhibits, Other Events

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): November 5, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F

October 30, 2024 8-K

Financial Statements and Exhibits, Other Events

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): October 24, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F

October 24, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 21, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F

October 10, 2024 8-K

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): October 9, 2024 NKGen Biotech, I

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): October 9, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi

October 4, 2024 8-K

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): October 3, 2024 NKGen Biotech, In

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): October 3, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil

October 3, 2024 8-K

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): September 28, 2024 NKGen Biotech

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): September 28, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

September 27, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

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): September 18, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

September 20, 2024 8-K

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): September 16, 2024 NKGen Biotech

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): September 16, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

September 17, 2024 8-K

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): September 17, 2024 NKGen Biotech

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): September 17, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

September 16, 2024 8-K

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): September 10, 2024 NKGen Biotech

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): September 10, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

September 13, 2024 424B3

Up to 55,687,964 Shares of Common Stock Up to 26,923,882 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,027,353 Shares of Common Stock Issuable Upon Conversion of Notes

PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated July 10, 2024) Filed Pursuant to Rule 424(b)(3) Registration No. 333-275094 Up to 55,687,964 Shares of Common Stock Up to 26,923,882 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,027,353 Shares of Common Stock Issuable Upon Conversion of Notes This prospectus supplement is being filed to update and supplement the information cont

September 12, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40427NKGN NKG

September 11, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 5, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

September 11, 2024 EX-10.1

Sixth Amendment to Forward Purchase Agreement, dated as of September 5, 2024, among NKGen and Meteora Capital Partners, LP and certain of its affiliates.

Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION Sixth AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION SIXTH AMENDMENT, dated as of September 5, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively a

September 9, 2024 EX-99.1

NKGen Biotech Paul Y. Song , MD Chairman and CEO H.C. Wainwright 26th Annual Global Investment Conference September 9 - 11, 2024 Disclaimer Forward - Looking Statements This Presentation may contain " forward - looking statements " within the meaning

Exhibit 99.1 NKGen Biotech Paul Y. Song , MD Chairman and CEO H.C. Wainwright 26th Annual Global Investment Conference September 9 - 11, 2024 Disclaimer Forward - Looking Statements This Presentation may contain " forward - looking statements " within the meaning of Section 27 A of the Securities Act and Section 21 E of the Securities Exchange Act of 1934 , as amended . NKGen Biotech, Inc . 's ("N

September 9, 2024 8-K

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): September 9, 2024 NKGen Biotech,

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): September 9, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

August 30, 2024 8-K

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): August 28, 2024 NKGEN BIOTECH, In

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): August 28, 2024 NKGEN BIOTECH, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil

August 22, 2024 EX-99.1

NKGen Biotech Receives Notification From Nasdaq Related to Delayed Quarterly Report

Exhibit 99.1 NKGen Biotech Receives Notification From Nasdaq Related to Delayed Quarterly Report SANTA ANA, Calif., August 22, 2024 - NKGen Biotech, Inc. (Nasdaq: NKGN) (“NKGen” or the “Company”), today announced it received a standard notice (the “Notice”) on August 20, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in complia

August 22, 2024 EX-1

Joint Filing Agreement

EX-1 2 tm2422409d1ex1.htm EXHIBIT 1 Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the entity and persons named below (i) agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto, the “Schedule 13G”) with respect to the common stock, $0.0001 par value per share of NKGen

August 22, 2024 8-K

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): August 20, 2024 NKGen Biotech, I

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): August 20, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi

August 22, 2024 SC 13G

NKGN / NKGen Biotech, Inc. / CFIC-2015 NV Family Investments, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

August 21, 2024 8-K

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): August 20, 2024 NKGen Biotech, I

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): August 20, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi

August 14, 2024 NT 10-Q

NKGen Biotech, Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 65488A101 65488A119 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K

August 9, 2024 8-K

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): August 7, 2024 NKGen Biotech, In

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): August 7, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil

August 9, 2024 EX-4.1

Common Stock Purchase Warrant issued to the Purchaser, dated August 7, 2024.

EX-4.1 2 ea021095801ex4-1nkgen.htm COMMON STOCK PURCHASE WARRANT ISSUED TO CFIC, DATED AUGUST 7, 2024 Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1

August 9, 2024 EX-10.5

Second Letter Agreement, dated August 7, 2024, by and between Sandia and the Company.

Exhibit 10.5 Execution Version SECOND LETTER AGREEMENT REGARDING UNSECURED NOTE This Second Letter Agreement (“Letter “), dated as of August 7, 2024, is made between Sandia Investment Management LP on behalf of Diametric True Alpha Market Neutral Master Fund LP and Diametric True Alpha Enhanced Market Neutral Master Fund LP (collectively, “Lender”) and NKGEN BIOTECH, INC. (“Borrower”). WHEREAS, th

August 9, 2024 EX-10.2

Securities Purchase Agreement, dated August 7, 2024, by and between the Purchaser and the Company.

Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 7, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and the CFIC-2015 NV FAMILY INVESTMENTS, LLC (the “Buyer”). WHEREAS: A. The Company and the Buyer are executi

August 9, 2024 EX-10.1

Promissory Note issued to the Purchaser, dated August 7, 2024.

Exhibit 10.1 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT

August 9, 2024 EX-10.3

Letter Agreement Agreement, dated August 7, 2024, by and between the Purchaser and the Company.

Exhibit 10.3 Execution Version LETTER AGREEMENT REGARDING SECURITIES PURCHASE AGREEMENT This Letter Agreement (“Letter”), dated as of August 7, 2024, is made between CFIC-2015 NV FAMILY INVESTMENTS, LLC (the “Buyer”) and NKGEN BIOTECH, INC. (the “Company”). WHEREAS, the Company has entered into that certain Securities Purchase Agreement, dated August 7, 2024, by and between the Company and Buyer (

August 9, 2024 EX-10.4

Second Letter Agreement, dated August 7, 2024, by and among Meteora and the Company.

Exhibit 10.4 Execution Version SECOND LETTER AGREEMENT REGARDING UNSECURED NOTE This Second Letter Agreement (“Letter”), dated as of August 7, 2024, is made between Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC (collectively, “Lender”) and NKGEN BIOTECH, INC. (“Borrower”). WHEREAS, the Borrower has executed that certain Unsecured P

July 30, 2024 EX-10.1

Amendment to Forward Purchase Agreement, dated as of July 29, 2024, among NKGen and Sandia Investment Management LP on behalf of the investors thereto.

EXHIBIT 10.1 FORWARD PURCHASE AGREEMENT Confirmation ThIRD AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of July 29, 2024 (this “Amendment”), is entered into by and among (i) Sandia Investment Management LP on behalf of the Investors listed on Schedule A in the Initial Agreement (as defined below) (“Seller”) and (v) NKGen Biotech, Inc., a Delaware corporation (“NKGN” a

July 30, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 29, 2024 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

July 29, 2024 EX-10.1

Amendment to Forward Purchase Agreement, dated as of July 29, 2024, among NKGen and Polar Multi-Strategy Master Fund.

Exhibit 10.1 Execution Copy FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of July 29, 2024 (this “Amendment”), is entered into by and among (i) Polar Multi-Strategy Master Fund (“Seller”) and (v) NKGen Biotech, Inc., a Delaware corporation (“NKGN” and formerly known as Graf Acquisition Corp. IV, a Delaware corporation, or “Counte

July 29, 2024 8-K

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 29, 2024 NKGen Biotech, Inc

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 29, 2024 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

July 23, 2024 ARS

FORM ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 7 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 or … TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission File Number 001-40427 NKGen Biotech, Inc. (Ex

July 22, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

July 17, 2024 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 11, 2024 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

July 17, 2024 EX-16.1

Letter from Ernst & Young LLP, dated July 17, 2024

Exhibit 16.1 July 17, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read item 4.01 of Form 8-K dated July 11, 2024, of NKGen Biotech, Inc. and are in agreement with the statements contained in the third sentence of the first paragraph as it relates to the date of notification of our dismissal and with the statements contained in the second,

July 17, 2024 EX-10.1

Fifth Amendment to Forward Purchase Agreement, dated as of July 12, 2024, among NKGen and Meteora Capital Partners, LP and certain of its affiliates.

Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION FIFTH AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION FIFTH AMENDMENT, dated as of July 12, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “S

July 17, 2024 8-K

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 12, 2024 NKGen Biotech, Inc

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 12, 2024 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

July 12, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

July 12, 2024 8-K

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 11, 2024 NKGen Biotech, Inc.

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 11, 2024 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

July 10, 2024 424B3

Up to 55,687,964 Shares of Common Stock Up to 26,923,882 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,027,353 Shares of Common Stock Issuable Upon Conversion of Notes

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-275094 Up to 55,687,964 Shares of Common Stock Up to 26,923,882 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 6,027,353 Shares of Common Stock Issuable Upon Conversion of Notes This prospectus relates to the issuance and sale by us of an aggregate of up to 26,923,882 shares of our common stock, $0.0001 par value per

July 3, 2024 CORRESP

July 3, 2024

July 3, 2024 VIA EDGAR Tyler Howes Jason Drory U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: NKGen Biotech, Inc. Registration Statement on Form S-1, as amended Filed October 19, 2023 File No. 333-275094 Dear Mr. Howes and Mr. Drory: NKGen Biotech, Inc., a Delaware corporation (the “Company”), respectful

July 2, 2024 LETTER

LETTER

July 2, 2024 Paul Song Chief Executive Officer NKGen Biotech, Inc. 3001 Daimler St. Santa Ana, CA 92705 Re: NKGen Biotech, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed June 27, 2024 File No. 333-275094 Dear Paul Song: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and pro

July 2, 2024 CORRESP

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mike blankenship Managing Partner 1.713.651.2678 [email protected] July 2, 2024 Tyler Howes Jason Drory U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: NKGEN BIOTECH, INC. Amendment No. 4 to Registration Statement on Form S-1 Filed June 27, 2024 File No. 333-275094 Ladies and Gentlemen: On behalf o

June 27, 2024 CORRESP

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mike blankenship Managing Partner 1.713.651.2678 [email protected] June 27, 2024 Tyler Howes Jason Drory U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: NKGEN BIOTECH, INC. Amendment No. 3 to Registration Statement on Form S-1 Filed May 13, 2024 File No. 333-275094 Ladies and Gentlemen: On behalf o

June 27, 2024 S-1/A

As filed with the United States Securities and Exchange Commission on June 27, 2024.

As filed with the United States Securities and Exchange Commission on June 27, 2024.

June 27, 2024 EX-FILING FEES

Fee Filing Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) NKGen Biotech, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly

June 21, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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, 2024 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

June 21, 2024 EX-4.1

Common Stock Purchase Warrant issued to AJB, dated June 18, 2024.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

June 21, 2024 EX-10.1

Promissory Note issued to AJB, dated June 18, 2024.

Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

June 3, 2024 LETTER

LETTER

United States securities and exchange commission logo June 3, 2024 Paul Song Chief Executive Officer NKGen Biotech, Inc.

May 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40427NKGN NK

May 17, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 15, 2024 NT 10-Q

NKGen Biotech, Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER 65488A101 65488A119 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-

May 13, 2024 8-K

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 13, 2024 NKGen Biotech, Inc.

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 13, 2024 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

May 13, 2024 S-1/A

As filed with the United States Securities and Exchange Commission on May 13, 2024.

As filed with the United States Securities and Exchange Commission on May 13, 2024.

May 13, 2024 EX-FILING FEES

Fee Filing Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) NKGen Biotech, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly

May 13, 2024 EX-10.1

First Amendment to Securities Purchase Agreement, dated as of May 13, 2024, between the Company and Alpha.

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “First Amendment”), dated as of May 13, 2024, is made between NKGen Biotech Inc. and Generating Alpha Ltd. Capitalized terms used herein and not otherwise defined in this First Amendment have the meanings ascribed to them in the Securities Purchase Agreement (hereinafter define

May 13, 2024 CORRESP

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mike blankenship Managing Partner 1.713.651.2678 [email protected] May 13, 2024 Tyler Howes Jason Drory U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: NKGEN BIOTECH, INC. Amendment No. 2 to Registration Statement on Form S-1 Filed December 15, 2023 File No. 333-275094 Ladies and Gentlemen: On beha

May 10, 2024 EX-4.2

Common Stock Purchase Warrant issued to Alpha, dated May 7, 2024.

Exhibit 4.2 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T

May 10, 2024 EX-10.5

Promissory Note issued to AJB, dated May 9, 2024.

Exhibit 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

May 10, 2024 EX-10.4

Securities Purchase Agreement, dated May 7, 2024, by and between Alpha and the Company.

Exhibit 10.4 Execution Version THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS PPROFOR SECURITIES, LLC, A DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters l

May 10, 2024 EX-4.1

Common Stock Purchase Warrant issued to Meteora, dated May 7, 2024.

Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T

May 10, 2024 8-K

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 7, 2024 NKGen Biotech, Inc.

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 7, 2024 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 N

May 10, 2024 EX-4.3

Common Stock Purchase Warrant issued to AJB, dated May 9, 2024.

Exhibit 4.3 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T

May 10, 2024 EX-10.6

Securities Purchase Agreement, dated May 9, 2024, by and between AJB and the Company.

Exhibit 10.6 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 9, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and AJB CAPITAL INVESTMENTS LLC, a Delaware limited liability company with its address at 4700 Sheridan Street,

May 10, 2024 EX-10.3

Promissory Note issued to Alpha, dated May 7, 2024.

Exhibit 10.3 THE PLACEMENT AGENT FOR THIS SECURITIES PURCHASE AGREEMENT IS PROFOR SECURITIES LLC, A DEALER REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND IS A MEMBER OF FINRA NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

May 10, 2024 SC 13G/A

NKGN / NKGen Biotech, Inc. / Meteora Capital, LLC Passive Investment

SC 13G/A 1 meteorankgn043124a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NKGen Biotech, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 65488A101 (CUSIP Number) April 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appro

May 10, 2024 EX-10.2

Securities Purchase Agreement, dated May 7, 2024, by and among Meteora and the Company.

Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 1, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital,

May 10, 2024 EX-10.1

Promissory Note issued to Meteora, dated May 7, 2024.

Exhibit 10.1 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT

April 29, 2024 EX-10.1

Letter Agreement, dated April 28, 2024, by and between the Company and Meteora.

Exhibit 10.1 Execution Version LETTER AGREEMENT REGARDING UNSECURED NOTE This Letter Agreement (“Letter “), dated as of April 28, 2024, is made between Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Capital, LLC (collectively, “Lender”) and NKGEN BIOTECH, INC. (“Borrower”). WHEREAS, the Borrower has executed that certain Unsecured Promissory Not

April 29, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to. Commission File Number 001-40427 NKGe

April 29, 2024 8-K

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 25, 2024 NKGen Biotech, In

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 25, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil

April 29, 2024 EX-10.2

Letter Agreement, dated April 28, 2024, by and between the Company and Sandia.

Exhibit 10.2 Execution Version LETTER AGREEMENT REGARDING UNSECURED NOTE This Letter Agreement (“Letter “), dated as of April 28, 2024, is made between Sandia Investment Management LP on behalf of Diametric True Alpha Market Neutral Master Fund LP and Diametric True Alpha Enhanced Market Neutral Master Fund LP (“Lender”) and NKGEN BIOTECH, INC. (“Borrower”). WHEREAS, the Borrower has executed that

April 29, 2024 EX-4.1

Form of Amended and Restated Warrant.

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“Securities act”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HEDGED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE

April 29, 2024 EX-97.1

Clawback Policy

Exhibit 97.1 NKGEN BIOTECH, INC. Incentive Compensation Recoupment Policy 1. Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of NKGen Biotech, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Po

April 25, 2024 EX-10.1

Second Amendment to Forward Purchase Agreement, dated as of April 18, 2024, among NKGen and Sandia Investment Management LP on behalf of the investors thereto.

Exhibit 10.1 EXECUTION VERSION FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of April 18, 2024 (this “Amendment”), is entered into by and among (i) Sandia Investment Management LP on behalf of the Investors listed on Schedule A in the Initial Agreement (as defined below) (“Seller”) and (v) NKGen Biotech, Inc., a Delaware corporat

April 25, 2024 8-K

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 18, 2024 NKGen Biotech, In

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 18, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil

April 16, 2024 EX-19.1

NKGen Biotech, Inc. Insider Trading Policy

NKGEN BIOTECH, INC. INSIDER TRADING POLICY Adopted by the Board of Directors: September 29, 2023 Effective: September 29, 2023 Policy Principles •Employees, directors, officers and designated consultants (each a “Covered Person,” and collectively, “Covered Persons”) of NKGen Biotech, Inc. and its subsidiaries (together, the “Company”) (or any other person or entity subject to this Policy, as defin

April 16, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to. Commission File Number 001-40427 NKGen

April 16, 2024 EX-21.1

diaries of NKGen Bi

Exhibit 21.1 Subsidiaries 1. NKGen Operating Biotech, Inc.

April 16, 2024 EX-14.1

NKGen Biotech, Inc. Code of Business Conduct and Ethics

NKGEN BIOTECH, INC. CODE OF BUSINESS CONDUCT AND ETHICS Adopted by the Board of Directors: September 29, 2023 Effective: September 29, 2023 NKGen Biotech, Inc. (together with its subsidiaries, the “Company”) is committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (this “Code”) reflects the business practices and principles of behav

April 11, 2024 EX-10.4

Third Amendment to the Loan Agreement, dated April 5, 2024, by and between NKGen Operating Biotech, Inc. and East West Bank

Exhibit 10.4 NOTICE OF FINAL AGREEMENT Borrower: NKGEN OPERATING BIOTECH, INC. Lender: East West Bank 3001 DAIMLER ST Loan Servicing Department SANTA ANA, CA 92705 9300 Flair Drive, 6th Floor El Monte, CA 91731 BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B} THERE ARE NO UNWRITTEN ORAL AGREEMENTS

April 11, 2024 EX-10.2

Secured Convertible Promissory Note executed by NKGen Biotech, Inc. and NKGen Operating Biotech, Inc. in favor of BDW Investments LLC, dated April 5, 2024.

Exhibit 10.2 Execution Version SECURED CONVERTIBLE PROMISSORY NOTE DATE: April 5, 2024 BORROWER: NKGen Operating Biotech, Inc., 3001 Daimler St., Santa Ana, CA 92705 LENDER: BDW Investments LLC PRINCIPAL: Up to $5,000,000.00 FOR VALUE RECEIVED, the undersigned, NKGEN OPERATING BIOTECH, INC. (“Borrower”) promises to pay to the order of BDW Investments LLC (“Lender”) (i) in lawful money of the Unite

April 11, 2024 EX-10.1

Equity and Business Loan Agreement, dated April 5, 2024, by and among NKGen Biotech, Inc., NKGen Operating Biotech, Inc. and BDW Investments LLC.

Exhibit 10.1 Execution Version EQUITY AND BUSINESS LOAN AGREEMENT THIS EQUITY AND BUSINESS LOAN AGREEMENT (the “Agreement”) is dated as of April 5, 2024, among NKGEN OPERATING BIOTECH, INC. (the “Borrower”), NKGEN BIOTECH, INC. (the “Parent”), and BDW Investments LLC (the “Lender” and together with the Loan Parties, the “Parties”) on the following terms and conditions. ARTICLE I LOAN AND TERMS OF

April 11, 2024 EX-99.1

NKGen Biotech Secures Additional Financing of $5 Million to Continue Advancing Its Clinical Programs

Exhibit 99.1 NKGen Biotech Secures Additional Financing of $5 Million to Continue Advancing Its Clinical Programs The Company’s neurodegenerative clinical program remains on track, with continued advancement of the Alzheimer’s Phase 2 trial and anticipation of Parkinson’s Phase 1/2a trial initiation. Additional financing also to support the Company’s oncology clinical program, with interim safety

April 11, 2024 EX-4.1

Common Stock Purchase Warrant issued by NKGen Biotech, Inc. in favor of BDW Investments LLC, dated April 5, 2024.

Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E

April 11, 2024 EX-10.3

Registration Rights Agreement, dated April 5, 2024, by and between NKGen Biotech, Inc. and BDW Investments LLC.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made as of April 5, 2024 by and among (i) NKGen Biotech, Inc., a Delaware corporation (formerly known as Graf Acquisition Corp. IV, the “Company”) and (ii) BDW Investments LLC, a Delaware limited liability company (the “Holder”). RECITALS WHEREAS, on April 5, 2024, the Company entered into that cert

April 11, 2024 8-K

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 5, 2024 NKGen Biotech, Inc

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 5, 2024 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

April 5, 2024 EX-4.1

Common Stock Purchase Warrant issued to AJB, dated April 1, 2024.

Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T

April 5, 2024 8-K

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 1, 2024 NKGen Biotech, Inc

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 1, 2024 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

April 5, 2024 EX-4.2

Common Stock Purchase Warrant issued to Sandia, dated April 1, 2024.

Exhibit 4.2 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T

April 5, 2024 EX-10.2

Securities Purchase Agreement, dated April 1, 2024, by and between AJB and the Company.

Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and AJB CAPITAL INVESTMENTS LLC, a Delaware limited liability company, with its address at 4700 Sheridan Stree

April 5, 2024 EX-10.4

Securities Purchase Agreement, dated April, 2024, by and among Sandia and the Company.

Exhibit 10.4 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and Sandia Investment Management LP on behalf of Diametric True Alpha Market Neutral Master Fund LP and Diamet

April 5, 2024 EX-10.1

Promissory Note issued to AJB, dated April 1, 2024.

Exhibit 10.1 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRAT

April 5, 2024 EX-10.3

Promissory Note issued to Sandia, dated April 1, 2024.

Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

April 1, 2024 NT 10-K

NKGen Biotech, Inc. (Name of Registrant as Specified in Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-40427 FORM 12b-25 CUSIP NUMBER 65488A101 65488A119 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form

March 27, 2024 EX-4.2

Common Stock Purchase Warrant issued to Meteora, dated March 26, 2024.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

March 27, 2024 EX-4.1

Common Stock Purchase Warrant issued to FirstFire, dated March 21, 2024.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

March 27, 2024 8-K

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): March 21, 2024 NKGen Biotech, In

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): March 21, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil

March 27, 2024 EX-10.2

Securities Purchase Agreement, dated March 21, 2024, by and between FirstFire and the Company.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 21, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suit

March 27, 2024 EX-10.4

Securities Purchase Agreement, dated March 26, 2024, by and among Meteora and the Company.

Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 26, 2024, by and between NKGEN BIOTECH, INC., a Delaware corporation, with headquarters located at 3001 Daimler Street, Santa Ana, CA, 92705 (the “Company”), and Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP, and Meteora Strategic Capital, LLC (collecti

March 27, 2024 EX-10.1

Promissory Note issued to FirstFire, dated March 21, 2024.

Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

March 27, 2024 EX-10.3

Promissory Note issued to Meteora, dated March 26, 2024.

Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

March 20, 2024 8-K

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): March 14, 2024 NKGen Biotech, In

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): March 14, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil

March 15, 2024 8-K

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): March 11, 2024 NKGen Biotech, In

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): March 11, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fil

February 22, 2024 EX-10.1

Fourth Amendment to Forward Purchase Agreement, dated as of February 21, 2024, among NKGen and Meteora Capital Partners, LP and certain of its affiliates.

Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation FOURTH AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION FOURTH AMENDMENT, dated as of February 21, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively

February 22, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 21, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

February 20, 2024 8-K

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): February 13, 2024 NKGen Biotech,

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): February 13, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

February 14, 2024 SC 13G/A

GFOR / Graf Acquisition Corp IV / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm245838d9sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1 ) NKGen Biotech, Inc. (f/k/a GRAF Acquisition Corp. IV) (Name of Issuer) Common stock, par value $0.

February 14, 2024 SC 13G

US65488A1016 / NKGEN BIOTECH INC / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 12, 2024 EX-10.1

Term Sheet, entered into on February 9, 2024, between the Company and Meteora.

Exhibit 10.1 Execution Version Meteora Capital x NKGen Biotech This binding term sheet (the “Term Sheet”) amends and restates the binding term sheet, dated as of January 24, 2024 (the “Original Term Sheet”) with the terms herein amending and superseding the terms set forth in the Amended and Restated Subscription Agreement (defined below), constitutes a binding commitment on the part of Meteora Ca

February 12, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 9, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F

February 8, 2024 8-K

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): February 4, 2024 NKGen Biotech,

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): February 4, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F

February 7, 2024 SC 13G/A

US65488A1016 / NKGEN BIOTECH INC / ADAGE CAPITAL PARTNERS GP, L.L.C. - NKGEN BIOTECH, INC. Passive Investment

SC 13G/A 1 p24-0617sc13ga.htm NKGEN BIOTECH, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NKGen Biotech, Inc. (f/k/a Graf Acquisition Corp. IV) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65488A101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires

January 22, 2024 EX-10.1

Amendment to Forward Purchase Agreement, dated as of January 19, 2024, among NKGen and Sandia Investment Management LP on behalf of the investors thereto.

Exhibit 10.1   FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT   THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of January 19 (this “Amendment”), is entered into by and among (i) Sandia Investment Management LP on behalf of Investors listed on Schedule A in the Confirmation (as defined below) (“Seller”) and (v) NKGen Biotech, Inc., a Delaware corporation (“NKGN” and formerly kn

January 22, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 19, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F

January 12, 2024 EX-10.1

Third Amendment to Forward Purchase Agreement, dated as of January 11, 2024, among NKGen and Meteora Capital Partners, LP and certain of its affiliates.

Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation THIRD AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION THIRD AMENDMENT, dated as of January 11, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as

January 12, 2024 8-K

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): January 11, 2024 NKGen Biotech,

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): January 11, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission F

January 8, 2024 8-K

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): January 2, 2024 NKGen Biotech, I

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): January 2, 2024 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission Fi

January 8, 2024 EX-10.1

Second Amendment to Forward Purchase Agreement, dated as of January 2, 2024, among NKGen and Meteora Capital Partners, LP and certain of its affiliates.

Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation SECOND AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION SECOND AMENDMENT, dated as of January 8, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively a

December 28, 2023 8-K

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): December 28, 2023 NKGen Biotech,

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): December 28, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

December 28, 2023 EX-99.1

NKGen Biotech, Inc. Announces Dosing of First Patient in its Phase 1/2a Trial with Autologous NK Cell Product, SNK01, for the Treatment of Moderate Alzheimer’s Disease

Exhibit 99.1 NKGen Biotech, Inc. Announces Dosing of First Patient in its Phase 1/2a Trial with Autologous NK Cell Product, SNK01, for the Treatment of Moderate Alzheimer’s Disease NKGen Biotech’s autologous clinical program product candidate, SNK01, demonstrated improvement in neuroinflammation and cognitive function in patients with Alzheimer’s Disease (“AD”) in its Phase 1 dose-escalation safet

December 27, 2023 8-K

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): December 27, 2023 NKGen Biotech,

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): December 27, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

December 27, 2023 EX-99.1

NKGen Biotech Announces Clearance of Clinical Trial Application by Health Canada for SNK01 NK Cell Therapy to Treat Alzheimer’s Disease

Exhibit 99.1 NKGen Biotech Announces Clearance of Clinical Trial Application by Health Canada for SNK01 NK Cell Therapy to Treat Alzheimer’s Disease NKGen’s SNK01 program continues to show positive progress with the FDA IND clearance in October 2023, and now the CTA clearance by Health Canada for a phase 1/2a clinical trial in moderate Alzheimer’s Disease patients. Based on data generated from its

December 27, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 26, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

December 27, 2023 EX-10.1

Amendment to Forward Purchase Agreement, dated as of December 26, 2023, among NKGen and Meteora Capital Partners, LP and certain of its affiliates.

Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of December 27, 2023 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”)

December 20, 2023 LETTER

LETTER

United States securities and exchange commission logo December 20, 2023 Paul Song Chief Executive Officer NKGen Biotech, Inc.

December 19, 2023 SC 13D/A

NKGN / NKGen Biotech, Inc. / NKMAX Co., Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

December 15, 2023 CORRESP

NKGen Biotech, Inc. 3001 Daimler Street Santa Ana, CA 92705

NKGen Biotech, Inc. 3001 Daimler Street Santa Ana, CA 92705 December 15, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tyler Howes Jason Drory Re: NKGen Biotech, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 29, 2023 File No. 333-275094 Ladies and Gentlemen:

December 15, 2023 S-1/A

As filed with the United States Securities and Exchange Commission on December 15, 2023.

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on December 15, 2023.

December 8, 2023 LETTER

LETTER

United States securities and exchange commission logo December 8, 2023 Paul Song Chief Executive Officer NKGen Biotech, Inc.

November 29, 2023 S-1/A

As filed with the United States Securities and Exchange Commission on November 29, 2023.

Table of Contents As filed with the United States Securities and Exchange Commission on November 29, 2023.

November 29, 2023 CORRESP

NKGEN BIOTECH, INC. 3001 Daimler Street Santa Ana, CA 92705

NKGEN BIOTECH, INC. 3001 Daimler Street Santa Ana, CA 92705 VIA EDGAR November 29, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tyler Howes Jason Drory Re: NKGen Biotech, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 19, 2023 File No. 333-275094 Ladies and Gentlemen: T

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40427NKG

November 14, 2023 EX-99.1

NKGen Biotech, Inc. Reports Third Quarter 2023 Financial Results and Business Highlights

Exhibit 99.1 NKGen Biotech, Inc. Reports Third Quarter 2023 Financial Results and Business Highlights – SNK01 Phase I autologous clinical program demonstrated improvement in neuroinflammation and cognitive function in patients with Alzheimer’s Disease, expect to initiate Phase I/IIa by year end – SNK02 Phase I allogeneic clinical program continues to progress; anticipated preliminary solid tumor d

November 14, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) : November 14, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation) (Commission

November 2, 2023 LETTER

LETTER

United States securities and exchange commission logo November 2, 2023 Paul Song Chief Executive Officer NKGen Biotech, Inc.

October 30, 2023 8-K

Regulation FD Disclosure

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): October 30, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State of incorporation) (Commission File No.) (IRS Employer

October 24, 2023 8-K

Other Events

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): October 24, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State of incorporation) (Commission File No.) (IRS Employer

October 19, 2023 EX-10.16

NKGen Support Agreement, dated as of April 14, 2023, by and among Graf Acquisition Corp. IV and the stockholders of NKGen Biotech, Inc. named as parties thereto.

Exhibit 10.16 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of April 14, 2023, is entered into by and among Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), NKGen Biotech, Inc., a Delaware corporation (the “Company”) and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, each, a “Stockho

October 19, 2023 S-1

As filed with the United States Securities and Exchange Commission on October 19, 2023.

Table of Contents As filed with the United States Securities and Exchange Commission on October 19, 2023.

October 19, 2023 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the current report on Form 8-K filed with with the Securities and Exchange Commission (“SEC”) on October 5, 2023 (“Current Report on Form 8-K”) and the definitive proxy statement/prospectus filed with the SEC on August 14, 2023, as

October 19, 2023 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 NKGen Biotech, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or Other Jurisdiction of Incorpor

October 19, 2023 EX-10.17

Form of Lock-up Agreement, by and among certain stockholders of NKGen Biotech, Inc. and Graf Acquisition Corp. IV.

Exhibit 10.17 LOCKUP AGREEMENT This Lockup Agreement is dated as of [·], 2023 and is between (i) Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), (ii) each holder of 5% or more of the shares of Fully Diluted Company Common Stock as of the date of the Merger Agreement (as defined below) each Company Management Holder that holds Equity Securities (as defined below) of the Company set

October 19, 2023 EX-FILING FEES

Fee Filing Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) NKGen Biotech, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly

October 10, 2023 EX-99.1

Joint Filing Agreement

EX-99.1 2 tm238160d1ex-1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock, par valu

October 10, 2023 SC 13D

GFOR / Graf Acquisition Corp IV / NKMAX Co., Ltd. - SC 13D Activist Investment

SC 13D 1 tm238160d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NKGen Biotech, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 65488A101 (CUSIP Number) Sangwoo Park NKMAX Co., Ltd. 3001 Daimler St. Santa Ana, CA 92705 (949) 396-6830 (Name

October 5, 2023 EX-10.6

Amended and Restated Registration Rights Agreement, dated September 29, 2023, by and among NKGen Biotech, Inc., members of Graf Acquisition Partners IV LLC, and certain former stockholders of NKGen Operating Biotech, Inc.

Exhibit 10.6 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of September

October 5, 2023 EX-10.10

Promissory Note issued by NKGen Biotech, Inc. to Lisa J. Ling, dated September 5, 2023.

Exhibit 10.10 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. UNSECURED PROMISSORY NOTE Date of Issuance of Note: September 5, 2023 Principal Amount of Note: US$300,000.00 For value received, NKGen Biotech, Inc

October 5, 2023 EX-10.24(3)

Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under 2023 Equity Incentive Plan.

Exhibit 10.24.3 NKGen Biotech, Inc. RSU Award Grant Notice (2023 Equity Incentive Plan) NKGen Biotech, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 20

October 5, 2023 EX-10.7(3)

Third Amended and Restated Sponsor Support and Lockup Agreement, dated September 29, 2023, by and among Graf Acquisition Corp. IV, NKGen Biotech, Inc., Graf Acquisition Partners IV LLC and certain officers and directors of Graf Acquisition Corp. IV named as parties thereto.

Exhibit 10.7.3 THIRD AMENDED AND RESTATED SPONSOR SUPPORT AND LOCKUP AGREEMENT This Third Amended and Restated Sponsor Support and Lockup Agreement (this “Agreement”), dated as of September 29, 2023, is made and entered into by and among Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Graf Sponsor”), Graf Acquisition Corp. IV, a Delaware corporation (“Acquiror”), NKGen

October 5, 2023 EX-99.4

NKGen Biotech, Inc. Announces Closing of Business Combination Company to Commence Trading on Nasdaq under Ticker Symbol “NKGN” on Monday, October 2, 2023

Exhibit 99.4 NKGen Biotech, Inc. Announces Closing of Business Combination Company to Commence Trading on Nasdaq under Ticker Symbol “NKGN” on Monday, October 2, 2023 SANTA ANA, Calif., October 2, 2023 - NKGen Biotech, Inc. (“NKGen” or the “Company”), a clinical-stage biotechnology company focused on the development and commercialization of innovative autologous, allogeneic, and CAR-NK natural kil

October 5, 2023 EX-10.13(2)

Amendment to the Business Loan Agreement, dated September 19, 2023, by and between NKGen Biotech, Inc. and East West Bank.

Exhibit 10.13.2 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MODIFICATION TO THE LOAN AGREEMENT Borrower: NKGEN BIOTECH, INC. Lender: East West Bank 3001 DAIMLER ST Loan Servicing Department SANTA ANA, CA 92

October 5, 2023 EX-10.1(3)

Letter Agreement, dated September 19, 2023, by and among Graf Acquisition Corp. IV and Meteora Capital Partners, LP and certain of its affiliates.

Exhibit 10.1.3 GRAF ACQUISITION CORP. IV September 19, 2023 Meteora Capital, LLC To Whom It May Concern: This letter agreement is entered into in connection with the execution by Meteora Capital, LLC and its affiliated entities (the “Investor”) of that certain Warrant Subscription Agreement (the “Subscription Agreement”), dated as of the date hereof, by and between Investor and Graf Acquisition Co

October 5, 2023 EX-10.24(1)

NKGen Biotech, Inc. 2023 Equity Incentive Plan.

Exhibit 10.24.1 NKGen Biotech, Inc. 2023 Equity Incentive Plan Adopted by the Board of Directors: September 25, 2023 Approved by the Stockholders: September 26, 2023 1. General. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the C

October 5, 2023 EX-21.1

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES OF NKGEN BIOTECH, INC. 1. NKGen Operating Biotech, Inc.

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