NKGen Biotech Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterlyperiod ended March31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toCommission File No. 001-40427NKGNNKGen Biotech, Inc.(Exact name of registrant as specified in its charter) 3001 Daimler StreetSanta Ana, CA, 92705(949) 396-6830(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)Common Stock, $0.0001 par value per shareSecurities registered pursuant to Section 12(b) of the Act: 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 of Regulation 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 Rule If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) 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,forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-lookingstatements. Thewords“anticipate,”“believe,”“continue,”“could,”“estimate,”“expect,”“intends,”“may,”“might,”“plan,”“possible,” “potential,” “predict,” “project,” “should,” “would,” “goal” and similar expressions may identify forward-lookingstatements, but the absence of these words does not mean that a statement is not forward-looking. 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 ofwhich are difficult to predict and beyond the Company’s control) or other assumptions that may cause actual results or performance tobe materially different from those expressed or implied by these forward-looking statements. 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 resultsto differ include: *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 termsthereof;*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.)through the Korean bankruptcy process, together with accrued interest, fees and expenses as