NKGen生物技术股份有限公司2026年季度报告

FORM 10-Q Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe 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 past90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ As of January20, 2026, there were 130,602,230 shares of common stock, $0.0001 par value per share, issued and outstanding. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of theSecurities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company’s forward-looking statements include, but are not limited to, statements regarding the Company’s or its management team’s expectations, hopes,beliefs, intentions or strategies regarding the future, including the Company’s expectations regarding the plans and strategy for ourbusiness, future financial performance, expense levels and liquidity sources. In addition, any statements that refer to projections, The forward-looking statements contained in this Quarterly Report on Form 10-Q and in documents incorporated herein arebased on the Company’s current expectations and beliefs concerning future developments and their potential effects on us taking intoaccount information currently available to the Company. There can be no assurance that future developments affecting the Companywill be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (many of As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may bematerially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results *the Company’s ability to raise financing in the future; *the Company’s ability to satisfy its debt obligations when they become due or, alternatively, renegotiate the terms *any reclassification or accounting adjustment as a result of the Company’s recent issuance of a secured promissorynote to AlpineBrook Capital GP 1 Limited ("AlpineBrook") which documents and evidences certain previouslyundocumented cash advances made by AlpineBrook to the Company since late 2024, primarily in connection withthe Company’s acquisition of a majority stake in NKGen Biotech Korea Co., Ltd. (f/k/a NKMax Co., Ltd.) *the Company’s ability to service its operations and expenses and other liquidity needs and to address its ability to *the ability to recognize the anticipated benefits of the Business Combination; *residual costs and expenses related to the Business Combination and other expenses and/or payments due to third *changes in applicable laws or regulations; *the Company’s success in retaining or recruiting, or changes required in, our officers, key employees or directors *the Company’s ability to successfully commercialize any product candidates that it successfully develops and that *the Company’s expectations for the timing and results of data from clinical trials and regulatory approval *the Company’s business, operations and financial performance including: *the Company’s history of operating losses and expectations of significant expenses and continuing losses *the Company’s ability to execute its business strategy; *the Company’s ability to develop and maintain its brand and reputation; *the Company’s ability to partner with other companies; *the size of the addressable markets for the Company’s product candidates; *the Company’s expectations regarding its ability to obtain and maintain intellectual property protection and not *the outcome of any legal proceedings that may be instituted against the Company; and *unfavorable conditions in the Company’s industry, the global economy or global supply chain, including financialand credit market fluctuations, international trade relations, pandemics, political turmoil, natural catastrophes,warfare (such as the war between Russia and Ukraine and the armed conflict in Israel