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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 28, 2024

 

NKGEN BIOTECH, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40427   86-2191918
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

3001 Daimler Street

Santa Ana, CA, 92705

   92705
(Address of principal executive offices)   (Zip Code)

 

(949) 396-6830

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading  Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value per share   NKGN   Nasdaq Global Market
         
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   NKGNW   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

On August 28, 2024, NKGen Biotech, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth below are the matters on which the Company’s stockholders voted, along with final voting results, as reported by the Company’s independent inspector of election.

 

1.Director Proposal. The nominee for a Class I director was elected to serve for a term of three years or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. The voting results are set forth below:

 

Name   For   Against   Abstain   Non-Votes
Marco Gottardis   15,726,874   15,351   3,246   N/A

 

2.  Nasdaq Proposal. The proposal to approve of the potential issuance of shares of common stock in excess of 19.99% of the Company’s outstanding shares of Common Stock pursuant to Nasdaq listing rules was approved. The voting results are set forth below:

 

For   Against   Abstain   Non-Votes
15,677,501   64,640   3,330   N/A

 

As there were sufficient votes to approve the Director Proposal and the Nasdaq Proposal, the “Adjournment Proposal,” as described in the Definitive Proxy Statement, was not presented to stockholders for a vote at the Annual Meeting.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NKGEN BIOTECH, Inc.
   
  By: /s/ Paul Y. Song
    Name:  Paul Y. Song
    Title: Chief Executive Officer

 

Date: August 30, 2024

 

 

2

 
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Aug. 28, 2024
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Entity File Number 001-40427
Entity Registrant Name NKGEN BIOTECH, Inc.
Entity Central Index Key 0001845459
Entity Tax Identification Number 86-2191918
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3001 Daimler Street
Entity Address, City or Town Santa Ana
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92705
City Area Code 949
Local Phone Number 396-6830
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Entity Emerging Growth Company true
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Common Stock, $0.0001 par value per share  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol NKGN
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol NKGNW
Security Exchange Name NASDAQ
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