Form 4 - Statement of changes in beneficial ownership of securities
19 July 2024 - 7:53AM
Edgar (US Regulatory)
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| NKGEN BIOTECH, INC. |
| 3001 DAIMLER STREET |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NKGen Biotech, Inc.
[ NKGN ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
05/23/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (right to buy) |
$2
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07/11/2024 |
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A |
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300,000 |
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|
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Common Stock |
300,000 |
$0.00
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16,667 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Pierre Gagnon as Attorney-in-Fact |
07/18/2024 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned constitutes
and appoints Jeremy Spankowski, Robbie Oakes, Jesse Dowdle, Mike Blankenship and Pierre Gagnon, or any of them acting singly, as the undersigned’s
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s
name, place and stead, to:
1.
prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis,
and Retrieval Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents
as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary
to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof; and
2. sign
any and all SEC statements of beneficial ownership of securities of NKGen Biotech, Inc. (the “Company”) on Schedule
13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended,
and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC,
the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said
Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney
shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned
revokes such authorization by written instructions to the attorneys-in-fact.
The authority granted hereby
shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations
to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.
Dated: July 12, 2024
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By: |
/s/ Marco Gottardis |
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Name: |
Marco Gottardis |
Exhibit 24.1
POWER OF ATTORNEY
The undersigned constitutes
and appoints Jeremy Spankowski, Robbie Oakes, Jesse Dowdle, Mike Blankenship and Pierre Gagnon, or any of them acting singly, as the undersigned’s
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s
name, place and stead, to:
1.
prepare, sign, and submit to the Securities and Exchange Commission (the “SEC”) on its Electronic Data Gathering, Analysis,
and Retrieval Filer Management website a Form ID application, including any amendments and exhibits thereto, and any other related documents
as may be necessary or appropriate, to obtain from the SEC access codes to permit filing on the SEC’s EDGAR system, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary
to be done as required by any rule or regulation of the SEC and the EDGAR Filer Manual as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof; and
2. sign
any and all SEC statements of beneficial ownership of securities of NKGen Biotech, Inc. (the “Company”) on Schedule
13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended,
and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC,
the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said
Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney
shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned
revokes such authorization by written instructions to the attorneys-in-fact.
The authority granted hereby
shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations
to file a Form ID, Schedule 13Ds and Forms 3, 4 and 5 with the SEC.
Dated: July 12, 2024
| |
By: |
/s/ Marco Gottardis |
| |
Name: |
Marco Gottardis |
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