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 May 7, 2024, the Company issued a 12% promissory note (the “Meteora Note”) in the principal amount of $220,000, 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 Mateora Note was $200,000, representing a $20,000 purchase discount. The Meteora Note matures on May 7, 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 220,000 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.
On May 7, 2024, the Company issued a zero coupon promissory note (the “Alpha Note”) in the principal amount of $616,000, pursuant to a Securities Purchase Agreement (the “Alpha Purchase Agreement”), by and between Generating Apha Ltd. (“Alpha”) and the Company. The purchase price of the Alpha Note was $500,000, representing a $116,000 purchase discount. The Alpha Note has a 12-month term and matures on May 7, 2025 (the “Alpha Maturity Date”). Alpha has the right to convert all or any portion of the then outstanding and unpaid principal amount into shares of Common Stock, at any time from the issue date to the Alpha Maturity Date at a conversion price of $2.00 (subject to adjustment as described in the Alpha Note).
Pursuant to the Alpha Purchase Agreement, the Company also issued Alpha a Common Stock Purchase Warrant (the “Alpha Warrant”) to purchase up to 550,000 shares of Common Stock at an exercise price of $2.00 per share (subject to adjustment as described in the Alpha Warrant) for a period of five years from the issue date.
Pursuant to the Alpha Purchase Agreement, the Company may issue up to three additional promissory notes in the aggregate principal amount of $1,848,000 and three additional common stock purchase warrants to purchase up to an aggregate total of 1,650,000 shares of Common Stock at Alpha’s sole discretion. Each additional promissory note will have identical terms as the Alpha Note, and each additional common stock purchase warrant will have identical terms as the Alpha Warrant.
On May 9, 2024, the Company entered into to a Securities Purchase Agreement (the “AJB Purchase Agreement”), by and between AJB Capital Investments LLC (“AJB”) and the Company. Pursuant to the AJB Purchase Agreement, the Company issued a promissory note (the “AJB Note”) in the principal amount of $369,600. The transactions contemplated by the AJB Purchase Agreement are expected to close on May 13, 2024. The purchase price of the AJB Note is $300,000, representing a $69,600 original issue discount. No interest is payable under the AJB Note (other than any Default Interest (as defined in the AJB Note)). The AJB Note has a 12-month term and matures on May 9, 2025 (the “AJB Maturity Date”). AJB has the right to convert all or any portion of the then outstanding and unpaid principal amount into shares of Common Stock, at any time from the issue date to the AJB Maturity Date at a conversion price of $2.00 (subject to adjustment as described in the AJB Note).
Pursuant to the AJB Purchase Agreement, the Company also issued AJB a Common Stock Purchase Warrant (the “AJB 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 AJB Warrant) for a period of five years from the issue date.
Pursuant to the AJB Purchase Agreement, the Company may issue up to three additional promissory notes in the aggregate principal amount of $1,108,800 and three additional common stock purchase warrants to purchase up to an aggregate total of 990,000 shares of Common Stock at AJB’s sole discretion. Each additional promissory note will have identical terms as the AJB Note, and each additional common stock purchase warrant will have identical terms as the AJB Warrant.
The foregoing descriptions of the Meteora Warrant, Alpha Warrant, AJB Warrant, Meteora Note, Meteora Purchase Agreement, Alpha Note, Alpha Purchase Agreement, AJB Note and AJB Purchase Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Meteora Warrant, Alpha Warrant, AJB Warrant, Meteora Note, Meteora Purchase Agreement, Alpha Note, Alpha Purchase Agreement, AJB Note and AJB Purchase Agreement, which are filed as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, 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.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Common Stock Purchase Warrant issued to Meteora, dated May 7, 2024. | |
| 4.2 | Common Stock Purchase Warrant issued to Alpha, dated May 7, 2024. | |
| 4.3 | Common Stock Purchase Warrant issued to AJB, dated May 9, 2024. | |
| 10.1 | Promissory Note issued to Meteora, dated May 7, 2024. | |
| 10.2+ | Securities Purchase Agreement, dated May 7, 2024, by and among Meteora and the Company. | |
| 10.3 | Promissory Note issued to Alpha, dated May 7, 2024. | |
| 10.4+ | Securities Purchase Agreement, dated May 7, 2024, by and between Alpha and the Company. | |
| 10.5+ | Promissory Note issued to AJB, dated May 9, 2024. | |
| 10.6+ | Securities Purchase Agreement, dated May 9, 2024, by and between AJB and the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | 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. |
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NKGEN BIOTECH, INC. | ||
| Date: May 10, 2024 | /s/ Paul Y. Song | |
| Name: | Paul Y. Song | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
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