SEC Comment Letter 0000000000-23-013890 to NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
Date: Dec. 20, 2023 · CIK: 0001845459 · Accession: 0000000000-23-013890
AI Filing Summary & Sentiment
File numbers found in text: 333-275094
Letter
United States securities and exchange commission logo December 20, 2023 Paul Song Chief Executive Officer NKGen Biotech, Inc. 3001 Daimler St. Santa Ana, CA 92705 Re:NKGen Biotech, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed December 15, 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. 2 to Registration Statement on Form S-1 General 1.We note your response to our prior comment, including your statement that "the Forward Purchase Agreements and related agreements do not include a “Right of First Refusal” provision," and reissue in part. It appears that section 2 of your Letter Agreement, dated September 19, 2023, between you and Meteora Capital Partners, LP, filed as Exhibit 10.3 contains a “ROFR” provision. Please revise your disclosure to describe such provision or otherwise advise. Please contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with any questions. Sincerely,
FirstName LastNamePaul Song Comapany NameNKGen Biotech, Inc. December 20, 2023 Page 2 FirstName LastName Paul Song NKGen Biotech, Inc. December 20, 2023 Page 2 Division of Corporation Finance Office of Life Sciences cc: Ken Rollins, Esq.
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United States securities and exchange commission logo
December 20, 2023
Paul Song
Chief Executive Officer
NKGen Biotech, Inc.
3001 Daimler St.
Santa Ana, CA 92705
Re:NKGen Biotech, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 15, 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. 2 to Registration Statement on Form S-1
General
1.We note your response to our prior comment, including your statement that "the Forward
Purchase Agreements and related agreements do not include a “Right of First Refusal”
provision," and reissue in part. It appears that section 2 of your Letter Agreement, dated
September 19, 2023, between you and Meteora Capital Partners, LP, filed as Exhibit 10.3
contains a “ROFR” provision. Please revise your disclosure to describe such provision or
otherwise advise.
Please contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with any
questions.
Sincerely,
FirstName LastNamePaul Song
Comapany NameNKGen Biotech, Inc.
December 20, 2023 Page 2
FirstName LastName
Paul Song
NKGen Biotech, Inc.
December 20, 2023
Page 2
Division of Corporation Finance
Office of Life Sciences
cc: Ken Rollins, Esq.