| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/12/2024 |
3. Issuer Name and Ticker or Trading Symbol
NKGen Biotech, Inc. [ NKGN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 2,083,333 | I | See footnote(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible promissory note | (1) | 02/07/2027 | Common Stock | 1,375,000 | 2 | I | See footnote(3) |
| Warrant | (1) | 08/07/2029 | Common Stock | 2,750,000 | 2 | I | See footnote(3) |
| Option to buy | (2) | 08/07/2026 | Common Stock | 2,083,333 | (2) | I | See footnote(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On August 12, 2024, pursuant to a Securities Purchase Agreement dated August 7, 2024, CFIC-2015 NV Family Investments, LLC ("CFIC-2015") acquired from the Issuer a convertible promissory note in the aggregate principal amount of $2,750,000, a warrant to purchase 2,750,000 shares of Common Stock, and 2,083,333 shares of Common Stock as commitment shares. The conversion of the promissory note and the exercise of the warrant are subject to a beneficial ownership limitation and shareholder approval, as described in the respective promissory note and warrant. |
| 2. On August 7, 2024, CFIC-2015 entered into a Letter Agreement with the Issuer, whereby the Issuer agreed to issue up to 2,083,333 shares of Common Stock to CFIC-2015, upon the purchase by CFIC-2015 of the purchase by CFIC-2015 of up to $2,750,000 aggregate principal amount of convertible promissory notes upon the same terms and conditions as the Securities Purchase Agreement referenced in footnote (1). |
| 3. Andrew Cherng and Peggy Cherng together own 100% of the voting interests of CFIC-2015. |
| /s/ Mecky Wong, Manager of CFIC-2015 NV Family Investments, LLC | 08/22/2024 | |
| /s/ Andrew Cherng | 08/22/2024 | |
| /s/ Peggy Cherng | 08/22/2024 | |
| ** 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 5 (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. | ||
