NKGen Biotech Inc美股招股说明书(2025-03-04版)

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 10,2024 (the “Prospectus”), with the information contained in our Quarterly Report on Form 10-Q filed with the Securities and ExchangeCommission (the “SEC”) on March 4, 2025 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to thisprospectus supplement. The Prospectus and this prospectus supplement relate to the issuance and sale by us of an aggregate of up to 26,923,882 shares ofour common stock, $0.0001 par value per share (the “common stock”), issuable upon exercise of warrants, which consists of (i)up to4,721,533 shares of common stock that are issuable upon the exercise of warrants (the “Private Warrants”) originally issued in aprivate placement to Graf Acquisition PartnersIV LLC (the “Sponsor”), at a price of $1.50 per warrant, in connection with the initialpublic offering of Graf Acquisition Corp.IV (“Graf”), with an exercise price of $11.50 per share, (ii)up to 3,432,286 shares ofcommon stock that are issuable upon the exercise of certain warrants (the “Public Warrants”) originally issued as part of the units at aprice of $10.00 per unit in the initial public offering of Graf, with an exercise price of 11.50 per share, (iii)up to 523,140 shares ofcommon stock that are issuable upon the exercise of warrants issued to the Sponsor at a price of $1.50 per warrant, in connection withthe conversion of working capital loans (the “Working Capital Warrants”), with an exercise price of $11.50 per share, (iv)up to1,000,000 shares of common stock that are issuable upon the exercise of warrants (the “SPA Warrants”) at an exercise price of $11.50per share, which were issued pursuant to the Securities Purchase Agreement (as defined below), (v)up to 10,209,994 shares ofcommon stock issuable upon the exercise of the warrants (the “PIPE Warrants”) issued pursuant to those certain subscriptionagreements, dated September26, 2023 and September27, 2023 (collectively, the “Warrant Subscription Agreements”), with eachsuch PIPE Warrant issued at $1.00 per warrant, with the exercise price initially set at $10.00, $12.50 and $15.00 per share for each ofthe three tranches, respectively, and such exercise price being reset to $2.00 per share for all tranches pursuant to those certainamended and restated warrants issued on April25, 2024, (vi)up to 6,036,929 shares of common stock issuable upon exercise of(a)400,000warrants (the “Ling Warrants”) issued to Mary Ling together with the $400,000 aggregate principal amount and 20%premium at maturity short term bridge note (the “Ling Note”) dated February7, 2024, as amended and restated on April12, 2024, foran aggregate purchase price of $400,000, which have an exercise price of $2.00 per share, (b)122,000warrants (the “AB Warrants”)issued together with the $100,000 principal amount and 24.64% premium at maturity AB Note (as defined below) for an aggregatepurchase price of $100,000, which have an exercise price of $2.00 per share, (c)750,000warrants (the “Clearview Warrants”) issuedtogether with the $220,000 aggregate principal amount and 20% premium at maturity Clearview Notes (as defined below) for anaggregate purchase price of $200,000, which have an exercise price of $1.50 per share, (d)440,000warrants (the “FirstFireWarrants”) issued pursuant to the FirstFire SPAs (as defined below) together with a $330,000 principal amount 12% unsecuredpromissory note and the FirstFire Note (as defined below) for an aggregate purchase price of $400,000, which have an exercise priceof $2.00 per share, (e)880,000warrants (the “Meteora Warrants”) issued pursuant to the Meteora SPAs (as defined below) togetherwith the Meteora Notes (as defined below) for an aggregate purchase price of $500,000, which have an exercise price of $2.00 pershare, (f)440,000warrants (the “Sandia Warrants”) issued pursuant to the Sandia SPA (as defined below) together with the SandiaNote (as defined below) for an aggregate purchase price of $200,000, which have an exercise price of $2.00 per share, (g)990,000warrants (the “AJB Warrants”) issued pursuant to the AJB SPAs (as defined below) together with a $330,000 principal amount 12%unsecured promissory note and the AJB Notes (as defined below) for an aggregate purchase price $900,000, which have an exerciseprice of $2.00 per share, (h)165,000warrants (the “Kuwana Warrants”) issued pursuant to the Kuwana SPA (as defined below)together with the Kuwana Note (as defined below) for an aggregate purchase price of $150,000, which have an exercise price of $2.00per share, (i)133,929warrants (the “Clearview Convertible NoteWarrants”) issued pursuant to the Clearview SPA (as defined below)together with the Clearview Convertible Note (as defined below) for an aggregate purchase price of $121,175.32, which have anexercise price of $2.00 per share, (j) 440,000 warrants (the “Ling Convertible Note Warrants”) issued pursuant to the Ling SPA