NKGen Biotech, Inc. 8-K

What Happened

• On April 28, 2026, NKGen Biotech, Inc. and its wholly owned subsidiary NKGen Operating Biotech, Inc. entered an Omnibus Amendment with lender AlpineBrook Capital GP I Limited to amend their April 15, 2026 secured convertible loan agreement and related documents.
• The lender provided an Additional Loan of $607,200 (which includes a $55,200 facilitation fee included in the principal). Net proceeds to the company are $552,000. The Additional Loan is documented by a Secured Convertible Promissory Note (Additional Note #1) bearing interest at the Loan Agreement’s Applicable Rate and is convertible into common stock at $0.08 per share (subject to adjustment).
• The company issued an Additional Common Stock Purchase Warrant dated April 28, 2026. The warrant permits the lender to buy a number of shares equal to three times (principal outstanding under the Additional Note ÷ conversion price) at an exercise price of $0.08 per share, is exercisable for ten years, allows cashless exercise, and includes a 9.99% beneficial ownership cap and anti-dilution protections.
• The Amendment also increased the Consideration Shares to 12,009,780 shares to be delivered in five installments over 25 months. A Voting Agreement was executed with certain stockholders to support increasing the number of authorized shares enough to cover these issuances and related potential conversions/exercises. The company must seek stockholder approval for the share-authority increase by the earlier of two months after closing or immediately before its next financing.

Key Details

• Additional Loan principal: $607,200 (includes $55,200 facilitation fee); net proceeds: $552,000.
• Conversion price of Additional Note: $0.08 per share — full conversion of the Additional Note would equal ~7.59 million shares.
• Additional Warrant formula: 3 × (Additional Note principal ÷ $0.08) — at issuance this equates to ~22.77 million shares purchasable at $0.08, subject to adjustment and the 9.99% ownership cap.
• Consideration Shares increased to 12,009,780; to be delivered in five installments over 25 months. Stockholder approval for more authorized shares required within two months (or before next financing).

Why It Matters

• This amendment increases NKGen’s debt and adds convertible securities and warrants that can materially dilute existing shareholders if converted or exercised. The numbers involved (millions of potential shares at $0.08) show the scale of possible dilution, though exercise limits and anti-dilution provisions may modify outcomes.
• The company must obtain shareholder approval to increase authorized shares within a short deadline, which is necessary to effect the issuances described; failure to secure the vote could affect the lender arrangements or timing of issuances.
• For investors, the filing signals near-term financing via convertible debt rather than equity, and a potentially significant change to the capitalization table if conversions/exercises occur. Monitor upcoming proxy/vote notices and any future financing that could further affect dilution and corporate control.