SEC Comment Letter 0000000000-24-007513 to NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
Date: July 2, 2024 · CIK: 0001845459 · Accession: 0000000000-24-007513
AI Filing Summary & Sentiment
File numbers found in text: 333-275094
Letter
July 2, 2024 Paul Song Chief Executive Officer NKGen Biotech, Inc. 3001 Daimler St. Santa Ana, CA 92705 Re:NKGen Biotech, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed June 27, 2024 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. 4 to Registration Statement on Form S-1 General 1.We note your disclosure on page 203 that your selling securityholders may sell their securities to or through underwriters. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K. Please contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with any questions. Sincerely, Division of Corporation Finance
July 2, 2024 Page 2 Office of Life Sciences cc:Michael J. Blankenship, Esq.
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July 2, 2024
Paul Song
Chief Executive Officer
NKGen Biotech, Inc.
3001 Daimler St.
Santa Ana, CA 92705
Re:NKGen Biotech, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed June 27, 2024
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. 4 to Registration Statement on Form S-1
General
1.We note your disclosure on page 203 that your selling securityholders may sell their
securities to or through underwriters. Please confirm your understanding that the retention
by a selling stockholder of an underwriter would constitute a material change to your plan
of distribution requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Please contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with
any questions.
Sincerely,
Division of Corporation Finance
July 2, 2024
Page 2
Office of Life Sciences
cc:Michael J. Blankenship, Esq.