NKGen Biotech, Inc. 8-K

What Happened
On May 15, 2026, NKGen Biotech, Inc. filed an 8‑K announcing a Second Amendment to its secured convertible loan with AlpineBrook Capital GP I Limited. The lender provided an additional loan of $412,500 (which includes a $37,500 facilitation fee), documented by a new secured convertible promissory note and accompanied by a new warrant. The conversion price for the note is $0.08 per share; the amendment also increases the number of “Consideration Shares” the company must issue to the lender.

Key Details

• Additional loan principal: $412,500 (includes $37,500 fee); net proceeds to the company: $375,000.
• Conversion price for Additional Note #2: $0.08 per share (subject to adjustment). At that price, the Additional Note #2 could convert into 5,156,250 shares.
• Additional Warrant #2: exercisable for up to 15,468,750 shares (three times the convertible quotient) at $0.08 per share, 10‑year term, cashless exercise available; includes a 9.99% beneficial ownership cap and anti‑dilution protections.
• Consideration Shares increased to 12,147,280 shares, to be delivered in five installments over 25 months. A Voting Agreement was executed (including certain major stockholders) to support a stockholder vote to increase authorized shares to cover these issuances and potential shares tied to other convertible notes/warrants. Stockholder approval must be obtained no later than the earlier of two months after the loan closing or immediately prior to the company’s next financing.

Why It Matters
This amendment creates a new financial obligation and provides NKGen with roughly $375,000 in cash now, while giving the lender significant potential equity through conversion and warrant exercise at $0.08 per share. If converted/exercised, these instruments could substantially increase the company’s outstanding shares, so the company needs stockholder approval to increase authorized shares to allow those issuances. Investors should note the potential for dilution, the fixed low conversion/exercise price, and the timeline for issuing Consideration Shares and seeking shareholder approval.