---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-25-091112"
form_type: "8-K"
ticker: null
cik: "0001845459"
company_name: "NKGen Biotech, Inc."
filed_at: "2025-09-24T23:59:59+00:00"
generated_at: "2026-05-17T05:48:50.383402+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# NKGen Biotech sells 10M shares at $0.25 to Asia Advisors for $2.5M, with warrants

## Summary
- Issued 10M shares at $0.25 to Asia Advisors Limited, raising $2.5M gross proceeds.
- Warrant issued to purchase up to 20M shares at $0.25 (200% of shares bought).
- Letter agreement grants option to purchase additional 20M shares at $0.25 within 12 months, with matching warrants.
- If outstanding convertible debt warrant exercise prices are reset below $0.25, purchase price and warrant exercise price reset to that lower price.
- Securities issued under Section 4(a)(2) and Rule 506; stock trades on OTC Expert Market.

## SEC filing metadata
- accession: 0001213900-25-091112
- form_type: 8-K
- cik: 0001845459
- company_name: NKGen Biotech, Inc.
- filed_at: 2025-09-24T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1845459/000121390025091112/0001213900-25-091112-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1845459/000121390025091112/ea0258284-8k_nkgen.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-091112
- JSON: https://secwatch.observer/filing/0001213900-25-091112.json
- Plain text: https://secwatch.observer/filing/0001213900-25-091112.txt

## Key facts
- Equity Issuances
  NKGen Biotech, Inc. issued 10,000,000 shares of the Company’s common stock of common stock to Asia Advisors Limited for at a purchase price of $0.25 per share, for an aggregate purchase price of $2,500,000.00.
  - Security: common stock
  - Shares: 10,000,000 shares of the Company’s common stock
  - Purchaser: Asia Advisors Limited
  - Consideration: at a purchase price of $0.25 per share, for an aggregate purchase price of $2,500,000.00
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845459/000121390025091112/0001213900-25-091112-index.htm
- Equity Issuances
  NKGen Biotech, Inc. issued to purchase up to 20,000,000 shares of common stock of warrant to Asia Advisors Limited for exercisable at the Share Price.
  - Security: warrant
  - Shares: to purchase up to 20,000,000 shares of common stock
  - Purchaser: Asia Advisors Limited
  - Consideration: exercisable at the Share Price
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1845459/000121390025091112/0001213900-25-091112-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.