SEC FORM 3

SEC Form 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Park Sangwoo

(Last)

(First)

(Middle)

C/O NKGEN BIOTECH, INC.

3001 DAIMLER STREET

(Street)

SANTA ANA

92705

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2023

3. Issuer Name and Ticker or Trading Symbol
NKGen Biotech, Inc. [ NKGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	12,620,612	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	397,378	D⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽⁶⁾	02/02/2033	Common Stock	735,467	$6.67	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾
5.0/8.0% Convertible Senior Notes due 2027 (right to buy)	09/29/2023	09/28/2028	Common Stock	1,000,000⁽⁷⁾⁽⁸⁾	$10⁽⁷⁾⁽⁸⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾⁽⁸⁾
Warrant (right to buy)	10/29/2023	09/29/2028	Common Stock	1,000,000	$11.5	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Park Sangwoo

(Last)

(First)

(Middle)

C/O NKGEN BIOTECH, INC.

3001 DAIMLER STREET

(Street)

SANTA ANA

92705

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

NKMAX Co., Ltd.

(Last)

(First)

(Middle)

3001 DAIMLER STREET

(Street)

SANTA ANA

92705

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This statement is filed by NKMax Co., Ltd ("NKMax") and Sangwoo Park ("Mr. Park"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." Mr. Park may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Park has voting and dispositive control over the Issuer's securities held by NKMax.

2. The filing of this statement should not be construed as an admission that Mr. Park is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities held by NKMax except to the extent of his pecuniary interest therein.

3. Mr. Park was elected as a member of the board of directors 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.).

4. As of the date hereof, NKMax owns 12,620 shares of Common Stock and Mr. Park owns 397,378 shares of Common Stock, and such shares were acquired by the Reporting Persons prior to Mr. Park joining the board of directors of the Issuer (as described in footnote (3) above).

5. These shares are owned directly by Sangwoo Park.

6. In connection with the Closing (as defined in the Business Combination Agreement) and prior to Mr. Park joining the board of directors of the Issuer, Mr. Park exchanged his option to acquire shares of common stock of NKGen Biotech, Inc. for an option to acquire shares of the Issuer. The shares underlying the option vest as follows: 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.

7. In connection with the Closing (as defined in the Business Combination Agreement) and prior to Mr. Park joining the board of directors of the Issuer, NKMax entered into a securities purchase agreement with the Issuer pursuant to which the Issuer agreed to issue and sell to NKMax (i) $10.0 million aggregate principal amount of 5.0% / 8.0% convertible senior notes due 2027 (the "Convertible Notes"), and (ii) one warrant for each of the 1,000,000 shares of Common Stock underlying the Convertible Notes, each such warrant entitled its holder to purchase one share of Common Stock at an exercise price of $11.50 per share subject to customary anti-dilution and other adjustments.

8. At the election of NKMax, the Convertible Notes are convertible into shares of Common Stock of the Issuer at an initial conversion ratio of 100 shares of Common Stock per $1,000 of principal amount of Convertible Notes, subject to customary anti-dilution and other adjustments. NKMax can elect to convert at the Convertible Notes at any time until 5:00 p.m. ET on September 28, 2027. The Convertible Notes will accrue interest at a rate per annum, at the Issuer's election, equal to (a) 5.0% payable in cash, or (b) 8.0% as paid-in-kind interest, added to the aggregate principal amount of the Convertible Notes on the date such interest would otherwise be due. Paid-in-kind interest shall apply unless otherwise elected by the Issuer.

Remarks:

NKMax may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Park currently serves on the board of directors of the Issuer. See Exhibit 24 - Power of Attorney. See attached Exhibit 24 - Power of Attorney

	/s/ Pierre Gagnon, Attorney-in-fact	10/06/2023
	/s/ Pierre Gagnon, Attorney in fact	10/06/2023
	** 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.