UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On March 21, 2024, NKGen Biotech, Inc. (the “Company”) issued a 12% promissory note (the “FirstFire Note”) in the principal amount of $330,000, pursuant to a Securities Purchase Agreement (the “FirstFire Purchase Agreement”), by and between the Company and FirstFire Global Opportunities Fund, LLC (“FirstFire”). The purchase price of the FirstFire Note was $300,000, representing a $30,000 original issue discount. The FirstFire Note matures on March 21, 2025 (the “FirstFire Maturity Date”). FirstFire has the right to convert all or any portion of the then outstanding and unpaid principal amount and interest into shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at any time from the issue date to the FirstFire Maturity Date at a conversion price of $2.00 (subject to adjustment as described in the FirstFire Note).
Pursuant to the FirstFire Purchase Agreement, the Company also issued FirstFire a Common Stock Purchase Warrant (the “FirstFire Warrant”) to purchase up to 330,000 shares of Common Stock at an exercise price of $2.00 per share (subject to adjustment as described in the FirstFire Warrant) for a period of five years from the issue date.
On March 26, 2024, the Company issued a 12% promissory note (the “Meteora Note”) in the principal amount of $330,000, pursuant to a Securities Purchase Agreement (the “Meteora Purchase Agreement”), by and among Meteora Select Trading Opportunities Master, LP, Meteora Capital Partners, LP and Meteora Strategic Captial, LLC (collectively, “Meteora”) and the Company. The purchase price of the Meteora Note was $300,000, representing a $30,000 original issue discount. The Meteora Note matures on March 26, 2025 (the “Meteora Maturity Date”). Meteora has the right to convert all or any portion of the then outstanding and unpaid principal amount and interest into shares of Common Stock, at any time from the issue date to the Meteora Maturity Date at a conversion price of $2.00 (subject to adjustment as described in the Meteora Note).
Pursuant to the Meteora Purchase Agreement, the Company also issued Meteora a Common Stock Purchase Warrant (the “Meteora Warrant”) to purchase up to 330,000 shares of Common Stock at an exercise price of $2.00 per share (subject to adjustment as described in the Meteora Warrant) for a period of five years from the issue date.
The foregoing descriptions of the FirstFire Note, FirstFire Warrant, FirstFire Purchase Agreement, Meteora Note, Meteora Warrant and Meteora Purchase Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the FirstFire Note, FirstFire Warrant, FirstFire Purchase Agreement, Meteora Note, Meteora Warrant and Meteora Purchase Agreement, which are filed as Exhibits 10.1, 4.1, 10.2, 10.3, 4.2 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures set forth in Item 1.01 are incorporated by into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
+ The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
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: March 27, 2024 | /s/ Paul Y. Song | |
| Name: | Paul Y. Song | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||