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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): 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 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).

  

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

 

 

 

 

 

Item 8.01 Other Events

 

On November 5, 2024, NKGen Biotech, Inc. (the “Company”), as part of its greater cost-reduction efforts, conducted a group layoff of 16 employees. The impacted employees were part of the group of 19 employees placed on furlough, effective October 27, 2024, as previously disclosed. Of the remaining employees, two employees placed on furlough returned to work on November 11, 2024, and one of the employees resigned prior to the end of the furlough period. After giving effect to the group layoff, 29 employees remain employed by the Company and have taken on additional duties. As part of the group layoff, each impacted employee received a settlement and release agreement, which provides for cash severance equal to one week of base pay per year of service with the Company in exchange for the employee’s execution of a release of claims against the Company.

 

The Company currently estimates that, in connection with the group layoff, it will recognize approximately $93,496 for estimated severance costs and other related costs. The Company expects to make these payments in the fourth quarter of fiscal year 2024 and the first quarter of fiscal year 2025.

 

Forward Looking Statements

 

This Current Report on Form 8-K contain “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Current Report on Form 8-K and the Press Release are forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K and the Press Release may be identified by the use of words such as “ensure,” “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will”, “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words.

 

Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond the Company’s control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those described more fully in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed on April 16, 2024, as amended by the Form 10-K/A thereto filed April 29, 2024 and the Company’s other filings with the U.S. Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

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

 

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: November 12, 2024 /s/ Paul Y. Song
  Name:  Paul Y. Song
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

 

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