Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D 0001991119 XXXXXXXX LIVE Common Stock 05/05/2025 false 0001845459 65488A101 NKGen Biotech, Inc. 3001 Daimler Street Santa Ana CA 92705 Paul Y. Song 949-396-6830 3001 Daimler Street Santa Ana CA 92705 0001991119 N Paul Y. Song PF N X1 63738042.00 0.00 63738042.00 0.00 63738042.00 N 54.3 IN (1) Consists of (a) 21,020,030 shares of common stock of the Issuer, (b) 41,699,449 shares of common stock of the Issuer that could currently be acquired upon exercise of warrants, and (c) 1,018,563 shares of common stock of the Issuer that could currently be acquired upon exercise of warrants. Common Stock NKGen Biotech, Inc. 3001 Daimler Street Santa Ana CA 92705 Paul Y. Song c/o NKGen Biotech, Inc., 3001 Daimler Street, Santa Ana, California 92705. President / CEO of NKGen Biotech, Inc., 3001 Daimler Street, Santa Ana, California 92705 No No United States of America The purchase of 20,849,725 shares of common stock of NKGen Biotech, Inc. and the accompanying issuance of a warrant to purchase 41,699,449 additional shares (the "Warrant") were made pursuant to a private placement as detailed in the Stock Purchase Agreement dated May 5, 2025. The total purchase price for the shares was $2,650,000.00, paid in cash from the Purchaser to the Company; no part of the purchase price was represented by borrowed funds or other consideration obtained for the purpose of acquiring, holding, trading, or voting the securities, and there were no loans or financing arrangements involved in the transaction. The Warrant was issued as additional consideration in connection with the share purchase and entitles the Purchaser to acquire further shares at an exercise price of $0.1271 per share. The transaction was a direct private placement between Reporting Person and NKGen Biotech, Inc., with no other parties providing funds or consideration. The securities were acquired for investment purposes and to align with the strategic direction of the Company. The Reporting Person, as President and CEO of NKGen Biotech, Inc., currently exercises influence over management, operations, and corporate policy. Except as described herein, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions enumerated in this Item 4, although the Reporting Person reserves the right to formulate such plans or proposals in the future. 63,738,042 (54.3%) 63,738,042 N/A N/A N/A Except for the Stock Purchase Agreement and Warrant, there are no contracts, arrangements, understandings or relationships among the Reporting Person, or between the Reporting Person and any other person, with respect to the securities of the Issuer. 99.1 Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2025) 99.2 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2025) Paul Y. Song /s/ Paul Y. Song Paul Y. Song, Chief Executive Officer 05/12/2025