NKGen Biotech Inc 2024年度报告

FORM10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December31, 2024 or oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to. Commission File Number001-40427 (Exact name of registrant as specified in its charter) 3001 Daimler StreetSanta Ana,CA,92705(Address of Principal Executive Offices) (Zip Code) (949)396-6830(Registrant’s Telephone Number, Including Area Code) Not applicable(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)NKGNNKGNW Common Stock, $0.0001 par value per shareWarrants, each whole warrant exercisable for one share ofCommon Stock at an exercise price of $11.50 per share Securities registered pursuant to section 12(g) of the Act: none. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Nox. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yesx Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yesx Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated FilerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox. As of June 30, 2025, there were 41,622,917 shares of common stock outstanding held by non-affiliates of the registrant, with anaggregate market value of the common stock (based upon the closing price of these shares on the OTC Pink) of approximately$13,735,563. As of October 7, 2025 there were124,376,734shares of common stock issued and outstanding, par value $0.0001 per share. INTRODUCTORY NOTE Merger On September 29, 2023 (the “Closing Date”), NKGen Biotech, Inc. (formerly known as Graf Acquisition Corp. IV (“Graf”)), aDelaware corporation (“NKGen” or the “Company”), consummated its previously announced merger transaction in accordance withthe terms and conditions of the Agreement and Plan of Merger, dated as of April 14, 2023 (the “Merger Agreement”), with AustriaMerger Sub, Inc., a Delaware corporation and former wholly-owned subsidiary of Graf (“Merger Sub”) and NKGen OperatingBiotech, Inc. (formerly known as NKGen Biotech, Inc.), a Delaware corporation (“Legacy NKGen”), whereby such MergerAgreement contemplated Merger Sub merging with and into Legacy NKGen with the separate corporate existence of Merger Subceasing and Legacy NKGen becoming a wholly-owned subsidiary of ours at the Closing (as defined below) (the “Merger” and,together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with theconsummation of the Merger on the Closing Date, Graf changed its name from Graf Acquisition Corp. IV to NKGen Biotech, Inc. andLegacy NKGen changed its name from NKGen Biotech, Inc. to NKGen Operating Biotech, Inc. The closing of the BusinessCombination is herein