SEC Comment Letter 0000000000-23-013433 to NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
Date: Dec. 8, 2023 · CIK: 0001845459 · Accession: 0000000000-23-013433
AI Filing Summary & Sentiment
File numbers found in text: 333-275094
Letter
United States securities and exchange commission logo December 8, 2023 Paul Song Chief Executive Officer NKGen Biotech, Inc. 3001 Daimler St. Santa Ana, CA 92705 Re:NKGen Biotech, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 29, 2023 File No. 333-275094 Dear Paul Song: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 Management's Discussion and Analysis of Financial Condition and Results of Operations Forward Purchase Agreements, Subscription Agreements, and Side Letter, page 75 1.We note your response to prior comment 8. Please further revise to provide a plain English description of your Forward Purchase Agreements and related agreements, including the following: •Describe the “Reset Price,” “Valuation Date,” “Cash Settlement Payment Date,” and any other terms for which you do not clearly define; •Describe how the “Dilutive Offering Reset” and “Right of First Refusal” provisions work and how they may affect your ability to raise additional funds; •Provide examples on how the agreements operate; •Describe the risks and benefits to each of you and the FPA Investors based on how the agreements operate; and •Revise to clearly explain your reasoning for entering into these agreements.
FirstName LastNamePaul Song Comapany NameNKGen Biotech, Inc. December 8, 2023 Page 2 FirstName LastName Paul Song NKGen Biotech, Inc. December 8, 2023 Page 2 Please contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Ken Rollins, Esq.
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United States securities and exchange commission logo
December 8, 2023
Paul Song
Chief Executive Officer
NKGen Biotech, Inc.
3001 Daimler St.
Santa Ana, CA 92705
Re:NKGen Biotech, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 29, 2023
File No. 333-275094
Dear Paul Song:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward Purchase Agreements, Subscription Agreements, and Side Letter, page 75
1.We note your response to prior comment 8. Please further revise to provide a plain
English description of your Forward Purchase Agreements and related agreements,
including the following:
•Describe the “Reset Price,” “Valuation Date,” “Cash Settlement Payment Date,” and
any other terms for which you do not clearly define;
•Describe how the “Dilutive Offering Reset” and “Right of First Refusal” provisions
work and how they may affect your ability to raise additional funds;
•Provide examples on how the agreements operate;
•Describe the risks and benefits to each of you and the FPA Investors based on how
the agreements operate; and
•Revise to clearly explain your reasoning for entering into these agreements.
FirstName LastNamePaul Song
Comapany NameNKGen Biotech, Inc.
December 8, 2023 Page 2
FirstName LastName
Paul Song
NKGen Biotech, Inc.
December 8, 2023
Page 2
Please contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Ken Rollins, Esq.