NKGen Biotech, Inc. entered into a Fourth Amendment to its Secured Convertible Loan Agreement with AlpineBrook Capital GP I Limited on August 5, 2026. The amendment modifies a series of prior loan agreements, including the Initial Loan Agreement dated April 15, 2026, and subsequent amendments through May 2026.
Under the terms of the Fourth Amendment, the Lender agreed to extend an additional loan to the Borrowers in the principal amount of $1,050,500. This amount includes a facilitation fee of $95,500 that is fully earned and owed to the Lender on the effective date. Consequently, the net proceeds received by NKGen Biotech are $955,000.
The additional funds are documented by a new Secured Convertible Promissory Note (Additional Note #4) issued by NKGen Biotech and its wholly owned subsidiary, NKGen Operating Biotech, Inc. The Additional Note #4 bears interest at the Applicable Rate and is convertible into shares of common stock, par value $0.0001 per share, at a conversion price of $0.08 per share, subject to adjustment.
In addition to the new loan, the Fourth Amendment increases the total number of consideration shares of common stock to be issued to the Lender to 13,304,114. These shares are to be delivered in six installments over a 30-month period following the closing date of the Loan Agreement.
The Company also issued a Common Stock Purchase Warrant (Additional Warrant #4) to the Lender. This warrant entitles the holder to purchase a number of shares equal to three times the quotient of the principal amount outstanding under the Additional Note #4 divided by the conversion price, at an exercise price of $0.08 per share. The warrant is exercisable for ten years and includes provisions for cashless exercise and a beneficial ownership limitation of 9.99%.
To facilitate the issuance of the increased share count, NKGen Biotech, AlpineBrook, Graf Acquisition Partners IV LLC, NKGen Biotech Korea Co., Ltd., and Paul Song entered into a Voting Agreement. The agreement stipulates that these stockholders will vote in favor of an increase in authorized shares of common stock sufficient to cover the issuance of the consideration shares and the shares issuable upon the conversion of all outstanding notes and the exercise of warrants.
The Company agreed to obtain stockholder approval for this increase no later than two months after the closing date of the Loan Agreement or immediately prior to the closing of the Company’s next financing. The securities issued in connection with these transactions were offered without registration under the Securities Act of 1933 in reliance on exemptions pursuant to Section 4(a)(2), Regulation D, and/or Regulation S.
