NKGen Biotech Completes 03 Life Sciences Acquisition

TL;DR

NKGen Biotech just bought 03 Life Sciences. Big move for biotech.

AI Summary

NKGen Biotech, Inc. announced the completion of its acquisition of 03 Life Sciences on September 4, 2025. The company, incorporated in Delaware, is involved in biological products and is headquartered in Santa Ana, California. This 8-K filing details the completion of this significant corporate event.

Why It Matters

This acquisition signifies a major strategic move for NKGen Biotech, potentially expanding its product pipeline and market reach in the biotechnology sector.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, market reception, and financial performance.

Key Players & Entities

• NKGen Biotech, Inc. (company) — Registrant
• 03 Life Sciences (company) — Acquired Entity
• September 4, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Santa Ana, CA (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share NKGN OTC Expert
• $11.50 — of Common Stock at an exercise price of $11.50 per share NKGNW OTC Expert Market
• $0.36 — x at a price per share of approximately $0.36. This transaction grants the Company fu
• $17 m — s supported by funding of approximately $17 million, with the majority of the funding

Filing Documents

• ea0256553-8k_nkgen.htm (8-K) — 37KB
• ea025655301ex99-1_nkgen.htm (EX-99.1) — 17KB
• 0001213900-25-085858.txt ( ) — 267KB
• nkgn-20250904.xsd (EX-101.SCH) — 4KB
• nkgn-20250904_def.xml (EX-101.DEF) — 26KB
• nkgn-20250904_lab.xml (EX-101.LAB) — 36KB
• nkgn-20250904_pre.xml (EX-101.PRE) — 25KB
• ea0256553-8k_nkgen_htm.xml (XML) — 5KB

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets On September 4, 2025, NKGen Biotech, Inc. (the "Company") completed the acquisition of a majority equity stake in NKMax Co., Ltd. ("NKMax"), a Korean biotechnology company, out of bankruptcy, previously disclosed in the Current Reports on Form 8-K filed on June 20, 2025 and December 2, 2024. The Company purchased 46,400,000 common shares of NKMax at a price per share of approximately $0.36. This transaction grants the Company full control over NKMax's global manufacturing infrastructure, intellectual property ("IP"), and exclusive commercialization rights. The acquisition was supported by funding of approximately $17 million, with the majority of the funding provided by AlpineBrook Capital GP I Limited and the remainder supplied by Paul Y. Song, M.D., the Company's Chairman and Chief Executive Officer. The terms of such funding are currently under discussion and will be disclosed upon finalization. As a result of the transaction, the Company now owns a 65%% interest in NKMax and has assumed control of NKMax's manufacturing infrastructure and IP. This acquisition is expected to accelerate the clinical development of the Company's lead therapeutic candidate, troculeucel, and expand the Company's pipeline of natural killer cell therapies. As determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), NKMax beneficially owns a greater than 10% equity interest in the Company. Founded in 2002 and headquartered in Seoul, South Korea, NKMax is a clinical-stage biotechnology company focused on advancing immune cell therapies. In addition to its therapeutic innovations, NKMax develops and commercializes bioreagents and immunodiagnostic kits, with revenues derived from these products as well as health supplements. In 2016, NKMax completed its GMP-certified manufacturing facility, strengthening its capabilities in high-quality cell therapy production. Liste

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure The Company issued a press release on September 9, 2025, announcing the completion of the acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information presented in Item 7.01 of this Current Report on Form 8-K and the accompanying press release shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered "filed" under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act. 1

Forward-Looking Statements

Forward-Looking Statements contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "could", "continue", "expect", "estimate", "may", "plan", "outlook", "future" and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Because such statements are patient to risks and uncertainties, many of which are outside of the Company's control, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements regarding the Company's plans and expected timing for developing troculeucel and SNK02, including the expected timing of completing and announcing further results from its ongoing clinical studies; and the Company's expected timing for developing its product candidates and potential benefits of its product candidates. Risks that contribute to the uncertain nature of the forward-looking statements include: the Company's ability to execute its plans and strategies; risks related to performing clinical studies; the risk that initial and interim results of a clinical study do not necessarily predict final results and that one or more of the clinical outcomes may materially change as patient enrollment continues, following more comprehensive reviews of the data, and as more patient data become available; potential delays in the commencement, enrollment and completion of clinical studies and the reporting of data therefrom; the risk that studies will not be completed as planned; the risk that the abstract will not be published as planned including delays in timing, format, or accessibility; and the Company's ability to raise additional funding to complete the d

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Press release, dated September 9, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: September 9, 2025 /s/ Paul Y. Song Name: Paul Y. Song Title: Chief Executive Officer (Principal Executive Officer) 3

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View this 8-K filing on SEC EDGAR