--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-107256" form_type: "8-K" ticker: null cik: "0001845459" company_name: "NKGen Biotech, Inc." filed_at: "2023-10-05T23:59:59+00:00" generated_at: "2026-06-10T04:13:29.600119+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # NKGen Biotech closes de-SPAC merger with Graf; 21.9M shares outstanding, ~$21M gross proceeds ## Summary - Merger closed Sept 29, 2023; former Graf renamed NKGen Biotech; post-closing shares outstanding 21,888,976. - Legacy NKGen shareholders received 15.6M shares at 0.408 exchange ratio; Graf stockholders redeemed 3.39M shares for $36.2M. - Company received ~$21.0M in gross proceeds from trust ($0.8M) and warrant/SPA transactions ($20.2M). - Forward purchase agreements: Meteora (up to 2.5M shares), Sandia (up to 471k shares), Polar (up to 1M shares) as partial financing. - Warrant subscription agreements: aggregate ~10.2M warrants at $1.00 per warrant sold to investors. ## SEC filing metadata - accession: 0001104659-23-107256 - form_type: 8-K - cik: 0001845459 - company_name: NKGen Biotech, Inc. - filed_at: 2023-10-05T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 9.01, 3.02, 4.01, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1845459/000110465923107256/0001104659-23-107256-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845459/000110465923107256/tm2327139d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-107256 - JSON: https://secwatch.observer/filing/0001104659-23-107256.json - Plain text: https://secwatch.observer/filing/0001104659-23-107256.txt ## Key facts - Governance Changes NKGen Biotech, Inc.: Filed Certificate of Incorporation with amendments from Charter Proposal, effective September 29, 2023, replacing Graf's prior certificate (effective 2023-09-29). - Change: charter amendment - Effective: 2023-09-29 source text: The Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on September 29, 2023, includes the amendments proposed by the Charter Proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1845459/000110465923107256/0001104659-23-107256-index.htm - Governance Changes NKGen Biotech, Inc.: Graf ceased to be a shell company as a result of the Business Combination on September 29, 2023 (effective 2023-09-29). - Change: shell status - Effective: 2023-09-29 source text: On September 29, 2023, as a result of the Business Combination, Graf ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1845459/000110465923107256/0001104659-23-107256-index.htm - Governance Changes NKGen Biotech, Inc.: Adopted Amended and Restated Bylaws effective September 29, 2023, replacing prior bylaws (effective 2023-09-29). - Change: bylaw amendment - Effective: 2023-09-29 source text: On September 29, 2023, the New NKGen Board adopted the Bylaws, which became effective on that date. evidence_url: https://www.sec.gov/Archives/edgar/data/1845459/000110465923107256/0001104659-23-107256-index.htm - Governance Changes NKGen Biotech, Inc.: Approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2023-09-29). - Change: code of ethics - Effective: 2023-09-29 source text: on September 29, 2023, the New NKGen Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1845459/000110465923107256/0001104659-23-107256-index.htm - Material Agreements NKGen Biotech, Inc. entered into Amended and Restated Sponsor Support and Lockup Agreement with Graf, the Sponsor, Legacy NKGen and certain directors of Graf (effective 2023-09-21). - Action: entry - Counterparty: Graf, the Sponsor, Legacy NKGen and certain directors of Graf - Effective: 2023-09-21 source text: On September 21, 2023, Graf, the Sponsor, Legacy NKGen and certain directors of Graf entered into an amended and restated Sponsor Support and Lockup Agreement (the “First A&R Sponsor Support Agreement”) to clarify that, in the event there is a sale of the pos evidence_url: https://www.sec.gov/Archives/edgar/data/1845459/000110465923107256/0001104659-23-107256-index.htm - Material Agreements NKGen Biotech, Inc. entered into Amended and Restated Registration Rights Agreement with Graf Acquisition Partners IV LLC, the members of the Sponsor, and certain former stockholders of Legacy NKGen. - Action: entry - Agreement: merger - Counterparty: Graf Acquisition Partners IV LLC, the members of the Sponsor, and certain former stockholders of Legacy NKGen source text: On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, New NKGen, Graf Acquisition Partners IV LLC (the “Sponsor”), the members of the Sponsor, and certain former stockholders of Legacy NKGen entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1845459/000110465923107256/0001104659-23-107256-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.