NKGen Biotech, Inc. 8-K

What Happened

• NKGen Biotech, Inc. and its subsidiary NKGen Operating Biotech, Inc. (the Borrowers) entered into a secured promissory note with AlpineBrook Capital GP I Limited dated January 5, 2026. The Note records prior undocumented cash advances since late 2024 totaling $25,540,106 related mainly to NKGen’s acquisition of a majority stake in NKGen Biotech Korea (f/k/a NKMax) and adds an incremental $300,000 at signing, for an original principal amount of $25,840,106. The Note bears interest at 12% per annum and initially matures two months after issuance (subject to the lender’s discretion to extend).
• The Note prohibits prepayment without lender consent, contains a broad “most favored nation” clause requiring the Borrowers to offer AlpineBrook any more favorable terms granted in future debt or equity financings, and requires cash repayment on a Change of Control plus a 20% premium. If an event of default occurs, the interest rate rises to 24% per annum (360-day year) and becomes payable on demand. The Note also includes restrictive covenants limiting additional indebtedness and equity changes, and grants AlpineBrook security interests in U.S. personal property, certain U.S. real property (subject to consents), and Korean share/account security related to NKGen Korea—subject to existing liens in favor of East West Bank and BDW Investments and requiring their consents before perfection.

Key Details

• Principal: $25,840,106 (includes $25,540,106 prior advances + $300,000 new funds)
• Interest: 12% per annum; default interest 24% per annum (360-day year)
• Maturity: initially two months after issuance (Note dated Jan 5, 2026); lender may extend
• Collateral & restrictions: security interests in substantially all U.S. personal property, deed of trust on U.S. real property (subject to consents), Korean security/guarantee efforts, MFN clause, and ROFR on transfers of NKGen Korea shares

Why It Matters

• This filing documents a sizable short-term, high-rate secured financing that formalizes past advances tied to NKGen’s Korea acquisition. The terms (high interest, MFN clause, restrictive covenants, and secured/subordinate liens) could affect the company’s flexibility for new financings, asset transfers, or a potential change of control. Retail investors should note the near-term maturity and lender protections that could influence liquidity and strategic options; the full Note is filed as Exhibit 10.1 for detailed terms.