NKGen Biotech, Inc. 8-K

What Happened

• On May 27, 2026, NKGen Biotech, Inc. and its wholly owned subsidiary NKGen Operating Biotech, Inc. entered a Third Omnibus Amendment with lender AlpineBrook Capital GP I Limited. The lender extended an additional secured convertible loan (Additional Loan #3) with a principal of $2,420,000, which includes a $220,000 facilitation fee (fully earned and included in principal). Net proceeds to the company are $2,200,000.
• The Additional Note #3 is convertible into NKGen common stock at $0.08 per share (subject to adjustment). The amendment also increases the Consideration Shares to 12,953,947 to be delivered in six installments over 30 months. NKGen issued an Additional Warrant #3 (May 27, 2026) tied to the Additional Note #3; the warrant is exercisable for a number of shares equal to three times (principal outstanding ÷ conversion price) at an $0.08 exercise price, is exercisable for 10 years, allows cashless exercise, and contains a 9.99% beneficial ownership limit and anti‑dilution protections.
• NKGen and certain stockholders (including Graf Acquisition Partners IV LLC, NKGen Biotech Korea Co., Ltd., and Paul Song) entered a Voting Agreement under which those holders agreed to vote in favor of increasing authorized common shares sufficient to cover the Consideration Shares and up to five times the shares issuable upon conversion/exercise of the related notes and warrants. The company must obtain shareholder approval for the increase no later than the earlier of two months after the loan closing or immediately prior to its next financing.

Key Details

• Additional Note #3 principal: $2,420,000 (includes $220,000 facilitation fee); net proceeds $2,200,000.
• Conversion price for the note: $0.08 per share (subject to adjustment).
• Consideration Shares: increased to 12,953,947 shares, to be issued in six installments over 30 months.
• Additional Warrant #3: exercisable for 3 × (principal ÷ $0.08); based on $2.42M principal at $0.08, that formula equals 90,750,000 shares before adjustments/limits; 10‑year term; 9.99% beneficial ownership cap; cashless exercise permitted.

Why It Matters

• This amendment gives NKGen immediate liquidity (about $2.2M net) to fund operations but creates new secured debt that can convert into a substantial number of shares, increasing potential future dilution for existing shareholders.
• The additional warrants and lowered conversion/exercise price ($0.08) mean the lender could acquire or convert into significant equity unless limited by the 9.99% cap and future adjustments — investors should watch for the required shareholder vote to increase authorized shares and for any future conversions or warrant exercises that would change the share count.
• The Voting Agreement signals lender and insider coordination to secure the share‑authorization needed for these issuances; the company must obtain stockholder approval on a tight timeline (within two months or before next financing).