SEC Comment Letter 0000000000-23-007324 to NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
Date: July 10, 2023 · CIK: 0001845459 · Accession: 0000000000-23-007324
AI Filing Summary & Sentiment
File numbers found in text: 333-271929
Letter
United States securities and exchange commission logo July 10, 2023 James Graf Chief Executive Officer Graf Acquisition Corp. IV 1790 Hughes Landing Blvd., Suite 400 The Woodlands, TX 77380 Re:Graf Acquisition Corp. IV Amendment No. 1 to Registration Statement on Form S-4 Filed June 26, 2023 File No. 333-271929 Dear James Graf: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 9, 2023 letter. Amendment No. 1 to Registration Statement on Form S-4 Questions and Answers About the Business Combination and the Special Meeting, page 12 1.We note your response to prior comment 23 and your disclosure on page 292 indicating that NKMAX would own a majority of your common stock following the Business Combination in the maximum redemption scenario. Please revise to add a Q&A reflecting the fact that NKMAX could own a majority of your common stock following the merger, including if redemptions exceed the maximum redemption scenario and the parties elect to close the Business Combination, and that you would therefore be a "controlled company" under NYSE rules, if true. In your Q&A and Summary disclosure, discuss (i) the consequences of potentially becoming a "controlled company" to your current stockholders, (ii) NKMAX's current intentions with respect to its shares of New
FirstName LastNameJames Graf Comapany NameGraf Acquisition Corp. IV July 10, 2023 Page 2 FirstName LastName James Graf Graf Acquisition Corp. IV July 10, 2023 Page 2 NKGen common stock assuming the Business Combination is consummated and (iii) whether New NKGen will be contractually obligated to file a registration statement for the resale of its shares held by NKMAX following the Business Combination. What is NKGen?, page 12 2.We note your response to prior comment 3 and revised disclosure, including your use of the term "Activity" and re-issue in part. Please limit your discussion of the performance of NKGen's SNK cells to objective results from NKGen's preclinical tests and clinical trials. Please tell us whether the term "Activity" is a commonly-used defined term in clinical trials involving the use of NK cells. To the extent this defined term is not used or defined as such by NKGen in its daily business, or is not commonly used or understood in NKGen's industry, please remove it from the prospectus. What will New NKGen's liquidity position be following the Closing?, page 19 3.Please revise this Q&A to reflect your disclosure on page 76 indicating that New NKGen will be required to maintain a minimum cash balance of $15.0 million with East West Bank after the completion of the Business Combination and the consequences of stockholders if you fail to meet this requirement.
Please also revise to reflect your disclosure that the revolving line of credit with East West Bank is secured by all of NKGen's assets. Please disclose whether New NKGen's failure to maintain a cash balance of at least $15.0 million immediately following the Business Combination and payment of transaction expenses would constitute an event of default under the revolving line of credit that would allow East West Bank to proceed against New NKGen's assets. Business of NKGen Pipeline, page 219 4.We note that your pipeline table continues to include AFM24. However, your disclosure on page 239 indicates that your collaboration with Affimed has been discontinued. Please remove AFM24 from your pipeline table or advise. SNK01 in combination with target-based biologics, page 238 5.Please revise this section to disclose why NKGen and Affimed discontinued their collaboration.
FirstName LastNameJames Graf Comapany NameGraf Acquisition Corp. IV July 10, 2023 Page 3 FirstName LastName James Graf Graf Acquisition Corp. IV July 10, 2023 Page 3 You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you have questions regarding comments on the financial statements and related matters. Please contact Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551-4224 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Elliott Smith
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United States securities and exchange commission logo
July 10, 2023
James Graf
Chief Executive Officer
Graf Acquisition Corp. IV
1790 Hughes Landing Blvd., Suite 400
The Woodlands, TX 77380
Re:Graf Acquisition Corp. IV
Amendment No. 1 to Registration Statement on Form S-4
Filed June 26, 2023
File No. 333-271929
Dear James Graf:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our June 9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers About the Business Combination and the Special Meeting, page 12
1.We note your response to prior comment 23 and your disclosure on page 292 indicating
that NKMAX would own a majority of your common stock following the Business
Combination in the maximum redemption scenario. Please revise to add a
Q&A reflecting the fact that NKMAX could own a majority of your common stock
following the merger, including if redemptions exceed the maximum redemption scenario
and the parties elect to close the Business Combination, and that you would therefore be a
"controlled company" under NYSE rules, if true. In your Q&A and Summary disclosure,
discuss (i) the consequences of potentially becoming a "controlled company" to your
current stockholders, (ii) NKMAX's current intentions with respect to its shares of New
FirstName LastNameJames Graf
Comapany NameGraf Acquisition Corp. IV
July 10, 2023 Page 2
FirstName LastName
James Graf
Graf Acquisition Corp. IV
July 10, 2023
Page 2
NKGen common stock assuming the Business Combination is consummated and (iii)
whether New NKGen will be contractually obligated to file a registration statement for the
resale of its shares held by NKMAX following the Business Combination.
What is NKGen?, page 12
2.We note your response to prior comment 3 and revised disclosure, including your use of
the term "Activity" and re-issue in part. Please limit your discussion of the performance
of NKGen's SNK cells to objective results from NKGen's preclinical tests and clinical
trials. Please tell us whether the term "Activity" is a commonly-used defined term in
clinical trials involving the use of NK cells. To the extent this defined term is not used or
defined as such by NKGen in its daily business, or is not commonly used or understood in
NKGen's industry, please remove it from the prospectus.
What will New NKGen's liquidity position be following the Closing?, page 19
3.Please revise this Q&A to reflect your disclosure on page 76 indicating that New NKGen
will be required to maintain a minimum cash balance of $15.0 million with East West
Bank after the completion of the Business Combination and the consequences of
stockholders if you fail to meet this requirement.
Please also revise to reflect your disclosure that the revolving line of credit with East West
Bank is secured by all of NKGen's assets. Please disclose whether New NKGen's failure
to maintain a cash balance of at least $15.0 million immediately following the Business
Combination and payment of transaction expenses would constitute an event of default
under the revolving line of credit that would allow East West Bank to proceed against
New NKGen's assets.
Business of NKGen
Pipeline, page 219
4.We note that your pipeline table continues to include AFM24. However, your disclosure
on page 239 indicates that your collaboration with Affimed has been discontinued. Please
remove AFM24 from your pipeline table or advise.
SNK01 in combination with target-based biologics, page 238
5.Please revise this section to disclose why NKGen and Affimed discontinued their
collaboration.
FirstName LastNameJames Graf
Comapany NameGraf Acquisition Corp. IV
July 10, 2023 Page 3
FirstName LastName
James Graf
Graf Acquisition Corp. IV
July 10, 2023
Page 3
You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jimmy McNamara at 202-551-7349 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Elliott Smith