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): November 20, 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
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (949) 396-6830
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ☐ | 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Form 10-Q Notice
As disclosed in a Form 12b-25 Notification of Late Filing filed by NKGen Biotech, Inc. (the “Company”) on November 15, 2024, the Company is delayed in filing its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”). The delay is in part due to the additional time required for valuation and review of various derivative securities as the Company has taken on more reporting responsibility internally.
On November 20, 2024, the Company received a notice (the “10-Q Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Rule”) because it had not timely filed its Form 10-Q with the SEC on or before November 19, 2024, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 10-Q Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market.
The Company is actively working with its auditors and advisors and intends to file the Form 10-Q as promptly as possible in order to regain compliance with the Periodic Filing Rule.
Determination Notice
On November 20, 2024, subsequent to the Company’s receipt of the 10-Q Notice, the Company received a letter from Nasdaq (the “Decision Letter”) granting a temporary exception to the Periodic Filing Rule and the minimum market value of listed securities requirement in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”) until January 7, 2025. The Seoul Bankruptcy Court (the “Court”) is expected to announce its decision on the rehabilitation of NKMax Co. Ltd (“NKMax”) and the Company’s proposal to acquire a majority interest in NKMax on or before such date. In accordance with the Decision Letter, the Company must advise the Nasdaq Hearings Panel (the “Panel”) of the outcome of the Court’s decision. If the Company is successful in its bid to acquire a majority interest in NKMax, the Company must advise the Panel no later than January 7, 2025, on its plan for regaining compliance with the Periodic Filing Rule and MVLS Rule, for the Panel’s further consideration.
The Company may request that the Nasdaq Listing and Hearing Review Council (the “Council”) review the Panel’s determination in the Decision Letter, by written request received by the Council by December 5, 2024. In such event, the Company would be required to submit a fee of $15,000.00 to Nasdaq to cover the cost of the review. The Council may determine to review any Panel decision by January 4, 2025. The Company does not intend to appeal the Decision Letter at this time and intends to deliver an updated plan of compliance to the Panel no later than January 7, 2025.
Item 7.01 Regulation FD Disclosure
On Novemebr 26, 2024, the Company issued a press release regarding receipt of the Notice and Decision Letter. A copy of the press release is attached hereto as Exhibit 99.1.
The information presented in Item 7.01 of this Current Report on Form 8-K and the accompanying press release shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | NKGEN BIOTECH, INC. |
| | | |
| Date: November 26, 2024 | /s/ Paul Y. Song |
| | Name: | Paul Y. Song |
| | Title: | Chief Executive Officer |
| | | (Principal Executive Officer) |
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