0001209191-23-052514.txt : 20231010
0001209191-23-052514.hdr.sgml : 20231010
20231010160628
ACCESSION NUMBER: 0001209191-23-052514
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20230928
FILED AS OF DATE: 20231010
DATE AS OF CHANGE: 20231010
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Song Paul Y.
CENTRAL INDEX KEY: 0001991119
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40427
FILM NUMBER: 231318000
MAIL ADDRESS:
STREET 1: NKGEN BIOTECH, INC.
STREET 2: 3001 DAIMLER STREET
CITY: SANTA ANA
STATE: CA
ZIP: 92705
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NKGen Biotech, Inc.
CENTRAL INDEX KEY: 0001845459
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3001 DAIMLER ST,
CITY: SANTA ANA
STATE: CA
ZIP: 92705
BUSINESS PHONE: (949) 396-6830
MAIL ADDRESS:
STREET 1: 3001 DAIMLER ST,
CITY: SANTA ANA
STATE: CA
ZIP: 92705
FORMER COMPANY:
FORMER CONFORMED NAME: Graf Acquisition Corp. IV
DATE OF NAME CHANGE: 20210210
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2023-09-28
0
0001845459
NKGen Biotech, Inc.
NKGN
0001991119
Song Paul Y.
NKGEN BIOTECH, INC.
3001 DAIMLER STREET
SANTA ANA
CA
92705
1
1
0
0
Chief Executive Officer
Common Stock
170305
D
Stock Option (right to buy)
6.67
2033-02-02
Common Stock
393312
D
Stock Option (right to buy)
6.67
2033-01-16
Common Stock
83722
D
One-fourth (1/4th) of the shares subject to the option shall vest on the one-year anniversary of the Vesting Commencement Date of February 3, 2022, and 1/36th of the remaining shares shall vest each month thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.
Dr. Song was elected as a member of the board of directors and appointed as President and Chief Executive Officer of the Issuer effective immediately after the Effective Time (as defined in the Business Combination Agreement, dated April 14, 2023 (the "Business Combination Agreement"), by and among the Issuer, Austria Merger Sub, Inc., and NKGen Biotech, Inc.). In connection with the Closing (as defined in the Business Combination Agreement) and prior to Dr. Song joining the board of directors and being appointed an executive officer of the Issuer, Dr. Song exchanged his options to acquire shares of common stock of NKGen Biotech, Inc. for options to acquire shares of the Issuer.
One-fourth (1/4th) of the shares subject to the option shall vest on the one-year anniversary of the Vesting Commencement Date of December 28, 2022, and 1/36th of the remaining shares shall vest each month thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.
See attached Exhibit 24 - Power of Attorney
/s/ Pierre Gagnon, Attorney-in-fact
2023-10-06
EX-24
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Pierre Gagnon and Sangwoo Park of NKGen Biotech, Inc. (the "Company")
and Dylan S. Kornbluth, Kelly A. Nelle and Jennifer Consul of Cooley LLP,
signing individually, the undersigned's true and lawful attorneys-in fact and
agents to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director and/or greater than 10% stockholder of the Company,
Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended and the rules
thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4 or 5
(including any amendments thereto) and timely file such forms with the U.S.
Securities and Exchange Commission and any stock exchange or similar authority;
and
(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer employed by the Company
or employed by or a partner at Cooley LLP, as applicable.
The undersigned has caused this Power of Attorney to be executed as of August
22, 2023.
/s/ Paul Y. Song
Paul Y. Song, M.D.