NKGen Biotech, Inc. 8-K

What Happened

• NKGen Biotech, Inc. announced on April 15, 2026 that it and its wholly owned subsidiary, NKGen Operating Biotech, Inc., entered a Secured Convertible Loan Agreement with AlpineBrook Capital GP I Limited providing a $39,922,134.22 convertible loan that refinances prior notes and includes $350,000 of new cash for immediate operations. The financing is secured and includes a convertible promissory note, a warrant, investor rights, pledges of collateral (including a pledge of the Company’s 65% equity interest in NKGen Korea subject to Korean restrictions), and an intercreditor arrangement with BDW Investments LLC.

Key Details

• Loan amount and interest: $39,922,134.22 principal; interest at 12% per annum, payable monthly; default interest = Applicable Rate + 12%.
• Maturity & prepayment: 1‑year maturity from closing (Lender may extend at its discretion); Borrowers may not prepay without Lender consent; mandatory prepayment on certain defaults or certain NKGen Korea sale proceeds.
• Conversion & dilution caps: Lender may convert outstanding principal, accrued interest and fees into common stock at $0.08 per share; conversions/stock issuances are subject to a 61‑day delay after conversion notice and a 9.99% beneficial‑ownership cap (subject to limited increase after notice).
• Warrant & consideration shares: Company issued a warrant (exercise price $0.08, 10‑year term, cashless exercise allowed) entitling the Lender to purchase a number of shares equal to 3 × (principal outstanding ÷ $0.08). The Company will also issue 11,807,380 “Consideration Shares” to the Lender at no cost in five installments beginning five months after closing.
• Security & covenants: First‑priority lien on substantially all personal property and IP; pledge of 65% NKGen Korea equity (subject to Korean lock‑ups); intercreditor agreement gives BDW first priority over mainly real property. The financing includes customary events of default and stringent protective provisions in the Investor Rights Agreement.
• Investor rights & governance: Registration rights for the lender’s securities, preemptive rights to participate in future financings, right of first refusal on NKGen Korea share transfers, and (if the Lender holds ≥25% of the Lender’s as‑converted equity) the right to designate up to five board nominees (initial seats vacant).

Why It Matters

• Liquidity relief but higher leverage and potential dilution: The transaction refinances prior debt and injects $350K of immediate cash, providing short‑term liquidity. However, the loan is secured, high interest (12%), short‑dated (1 year), and convertible at a low $0.08 price, creating material dilution risk if the Lender converts or exercises warrants.
• Control and governance implications: Investor rights (board designation, protective provisions, preemptive and most‑favored provisions) give the Lender significant influence over major corporate actions if its economic stake grows.
• Secured priority and refinancing risk: The loan creates a senior first‑priority lien on personal property and IP (with BDW holding first priority on real property), which increases creditor priority over equity holders. The short maturity and lender discretion to extend mean the Company will likely need additional funding or to negotiate terms before maturity; the filing notes the Company currently has limited cash and intends to seek more funding.