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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): January 12, 2026

 

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   OTC Expert Market
         
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   NKGNW   OTC Expert 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 1.01. Entry into a Material Definitive Agreement.

 

On January 12, 2026, NKGen Biotech, Inc., a Delaware corporation (the “Company”), and NKGen Operating Biotech, Inc., a Delaware corporation (together with the Company, the “Borrowers”), entered into an amendment (the “Amendment”) to that certain secured promissory note with AlpineBrook Capital GP I Limited (the “Lender”), dated January 5, 2026 (the “Note”).

 

The Amendment provides an additional $295,000 of funding to the Borrowers (the “Second Additional New Loan”). As a result, the principal amount of the note was increased to $26,135,106. The Amendment also clarifies that interest on $25,840,106 of the principal amount accrues from January 5, 2026 (the date of the original Note), and that interest on the Second Additional New Loan accrues from January 12, 2026 (the date on which the Amendment was entered into).

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which the Company intends to file as an exhibit to this Current Report on Form 8-K.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosures set forth in Item 1.01 are incorporated by into this Item 2.03 by reference.

 

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Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Amendment to Secured Promissory Note issued to the AlpineBrook Capital GP I Limited, dated January 12, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: January 16, 2026 /s/ Paul Y. Song
  Name:  Paul Y. Song
  Title: Chief Executive Officer
    (Principal Executive Officer)

 

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