NKGen Biotech Files 8-K: Material Agreement, Equity Sales

TL;DR

NKGen Biotech filed an 8-K detailing a material agreement and equity sales, including warrants exercisable at $11.50.

AI Summary

On September 18, 2025, NKGen Biotech, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details the company's common stock and warrants, with warrants exercisable for one share of common stock at an exercise price of $11.50 per share.

Why It Matters

This 8-K filing indicates significant corporate actions, including a material definitive agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• $11.50 — Warrant Exercise Price (Price at which warrants can be exercised for common stock.)

Key Players & Entities

• NKGen Biotech, Inc. (company) — Registrant
• September 18, 2025 (date) — Date of earliest event reported
• $11.50 (dollar_amount) — Exercise price for warrants
• Graf Acquisition Corp. IV (company) — Former company name

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
• $0.25 — the " Shares "), at a purchase price of $0.25 per share (the " Share Price "), for an
• $2,500,000.00 — "), for an aggregate purchase price of $2,500,000.00. In addition to the Shares, the Compan

Filing Documents

• ea0258284-8k_nkgen.htm (8-K) — 31KB
• ea025828401ex4-1_nkgen.htm (EX-4.1) — 105KB
• ea025828401ex10-1_nkgen.htm (EX-10.1) — 185KB
• ea025828401ex10-2_nkgen.htm (EX-10.2) — 32KB
• 0001213900-25-091112.txt ( ) — 639KB
• nkgn-20250918.xsd (EX-101.SCH) — 4KB
• nkgn-20250918_def.xml (EX-101.DEF) — 26KB
• nkgn-20250918_lab.xml (EX-101.LAB) — 36KB
• nkgn-20250918_pre.xml (EX-101.PRE) — 25KB
• ea0258284-8k_nkgen_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Asia Advisors Limited Securities Purchase Agreement On September 18, 2025, NKGen Biotech, Inc. (the " Company ") entered into a Stock Purchase Agreement (the " SPA ") with Asia Advisors Limited (the " Purchaser "), pursuant to which the Company agreed to issue and sell, and the Purchaser agreed to purchase, an aggregate of 10,000,000 shares of the Company's common stock, par value $0.0001 per share (the " Shares "), at a purchase price of $0.25 per share (the " Share Price "), for an aggregate purchase price of $2,500,000.00. In addition to the Shares, the Company issued to the Purchaser a common stock purchase warrant (the " Warrant ") to purchase up to 20,000,000 shares of common stock, exercisable at the Share Price. In connection with the SPA, the Company and Purchaser entered into a letter agreement (the " Letter Agreement ") that provides the Purchaser with the option, in its sole discretion, to purchase up to an additional 20,000,000 shares of the Company's common stock at a price of $0.25 per share at any time within twelve (12) months from the date of the Letter Agreement. In connection with any such additional purchase, the Company will also issue to the Purchaser common stock purchase warrants to acquire up to an additional 20,000,000 shares of common stock at an exercise price of $0.25 per share, with the number of warrants issued pro rata to the number of shares purchased. The Letter Agreement further provides that, in the event the exercise prices of a majority of the warrants issued in connection with the Company's outstanding unsecured convertible debt are reset below $0.25 in connection with a future issuance of securities, the purchase price for any shares issuable under the Letter Agreement and the exercise price of any unexercised warrants (including those issued under the original SPA) will be reset to such lower price. Additionally, the Letter Agreement contemplates the establishment

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Securities were issued and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Purchaser represented that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act. The Securities have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 1

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1 Common Stock Purchase Warrant, dated September 18, 2025, by and between NKGen Biotech, Inc. and Asia Advisors Limited. 10.1 Stock Purchase Agreement, dated September 18, 2025, by and between NKGen Biotech, Inc. and Asia Advisors Limited. 10.2 Letter Agreement, dated September 18, 2025, by and between NKGen Biotech, Inc. and Asia Advisors Limited. 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 24, 2025 /s/ Paul Y. Song Name: Paul Y. Song Title: Chief Executive Officer (Principal Executive Officer) 3

View Full Filing

View this 8-K filing on SEC EDGAR