NKGen Biotech Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
Kepos Letter Agreement
On April 25, 2025, NKGen Biotech, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Kepos Alpha Master Fund L.P. (“Kepos”) relating to the amended and restated Common Stock Purchase Warrant issued by the Company to Kepos on April 25, 2024 (the “Warrant”), which was originally issued pursuant to the Subscription Agreement, dated as of September 20, 2023, by and between the Company and Kepos.
Pursuant to the Letter Agreement, Kepos elected to exercise 555,555 warrants on a cashless basis, resulting in the issuance of 555,555 shares of the Company’s common stock (the “Warrant Shares”). In addition, in lieu of a cash payment of $509,555 in Additional Downside Consideration (as defined in the Warrant) otherwise due to Kepos under the Warrant, Kepos agreed to receive and the Company agreed to issue 2,038,220 shares of its common stock (the “Additional Shares”) at a price of $0.25 per share, in full satisfaction of such amount.
As a result, the Company issued to Kepos a total of 2,593,775 shares of common stock, consisting of the Warrant Shares and the Additional Shares.
The Letter Agreement also acknowledges an outstanding amount of $382,222 in Downside Protection Cash (as defined in the Warrant) from the prior exercise of additional downside protection in connection with the Second Reset Date (as defined in the Warrant), and Kepos has agreed to accept, in lieu of cash, 1,528,888 shares of the Company’s common stock (the “Second Reset Additional Downside Shares”), which represents the quotient obtained by dividing the $382,222 in Downside Protection Cash by $0.25, subject to adjustment at the time of issuance, with such issuance constituting full satisfaction of the outstanding amounts.
The Warrant Shares and Additional Shares issued pursuant to the Letter Agreement have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and may not be offered, sold, pledged, hedged, assigned, or otherwise transferred except pursuant to an effective registration statement or an available exemption from registration. The Warrant Shares and Additional Shares were delivered in book-entry form bearing an appropriate restrictive legend.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified its entirety by the terms and conditions of the Letter Agreement which is filed as Exhibit 10.1 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 into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Letter Agreement, dated April 25, 2025, by and between NKGen Biotech, Inc. and Kepos Alpha Master Fund L.P. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 1, 2025 | /s/ Paul Y. Song | |
| Name: | Paul Y. Song | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
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