false 0001845459 0001845459 2024-09-28 2024-09-28 0001845459 NKGN:CommonStock0.0001ParValuePerMember 2024-09-28 2024-09-28 0001845459 NKGN:WarrantsEachWholeWarrantMember 2024-09-28 2024-09-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 File Number)   (IRS Employer
Identification No.)

 

3001 Daimler Street

Santa Ana, CA, 92705

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (949) 396-6830

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange
on which registered
Common Stock, $0.0001 par value per share   NKGN   Nasdaq Global Market
         
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   NKGNW   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On September 28, Mr. Michael Klowden, Mr. Sangwoo Park and Ms. Kathleen Scott notified the Board of Directors of NKGen Biotech, Inc. (the “Company”) of their intentions to resign as directors of the Company and, with regards to Mr. Klowden and Ms. Scott, as members of our Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee (the “Committees”), effective as of September 29, 2024, which is the one-year anniversary of their service as directors, the public listing of the Company, and closing of the business combination with Graf Acquisition Corp. IV. Mr. Klowden’s, Mr. Park’s and Ms. Scott’s resignations were not the result of any dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company. The Company expresses its gratitude to Mr. Klowden, Mr. Park and Ms. Scott for their invaluable and dedicated service.

 

Effective upon Mr. Klowden’s, Mr. Park’s and Ms. Scott’s resignations as directors and as members of the Committees, as applicable, the size of the Company’s Board of Directors is temporarily reduced from five to two directors and the size of each Committee is temporarily reduced from three to one member. The Board of Directors will seek to appoint new directors and members of the Committees within 180 days of the effective date of Mr. Klowden’s, Mr. Park’s and Ms. Scott’s resignations.

 

The Company’s Board of Directors remains in discussions with Mr. Klowden and Ms. Scott regarding their reappointment to the Board of Directors of the Company.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  NKGEN BIOTECH, INC.
     
Date: October 3, 2024 /s/ Paul Y. Song
  Name:  Paul Y. Song
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

 

2