Correspondence 0001213900-24-042378 from NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
Date: May 13, 2024 · CIK: 0001845459 · Accession: 0001213900-24-042378
AI Filing Summary & Sentiment
File numbers found in text: 333-275094
Letter
mike blankenship
Managing Partner
1.713.651.2678
MBlankenship@winston.com
May 13, 2024
Tyler Howes
Jason Drory
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Re: NKGEN BIOTECH, INC.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 15, 2023
File No. 333-275094
Ladies and Gentlemen:
On behalf of our client, NKGEN BIOTECH, INC. (the “Company”), we are writing to submit the Company’s response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) delivered on December 20, 2023, with respect to the above referenced filing.
We have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.
Reference is made to the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company on October 19, 2023.
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.
Response: The Company acknowledges the Staff’s comment and respectfully informs the Staff that the section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, as prepared in connection with the Company’s audited financial statements for the fiscal year ended December 31, 2024, has been updated such that the comment at issue is no longer relevant to the disclosures contained within the Registration Statement.
* * * * * * *
May 13, 2024
Page 2
If you have any questions, please feel free to contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.
Sincerely,
/s/ Michael Blankenship
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filename1.htm
mike
blankenship
Managing Partner
1.713.651.2678
MBlankenship@winston.com
May 13, 2024
Tyler Howes
Jason Drory
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Re:
NKGEN BIOTECH, INC.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 15, 2023
File No. 333-275094
Ladies and Gentlemen:
On behalf of our client, NKGEN
BIOTECH, INC. (the “Company”), we are writing to submit the Company’s response to the comments of the Staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
delivered on December 20, 2023, with respect to the above referenced filing.
We have set forth below the
comments in the Staff’s letter, in bold, and the Company’s responses thereto.
Reference is made to the Registration
Statement on Form S-1 (the “Registration Statement”) filed by the Company on October 19, 2023.
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.
Response: The
Company acknowledges the Staff’s comment and respectfully informs the Staff that the section, Management’s Discussion and
Analysis of Financial Condition and Results of Operations, as prepared in connection with the Company’s audited financial statements
for the fiscal year ended December 31, 2024, has been updated such that the comment at issue is no longer relevant to the disclosures
contained within the Registration Statement.
* * * * * * *
May 13, 2024
Page 2
If you have any questions, please feel free to
contact me at (713) 651-2678. Thank you for your cooperation and prompt attention to this matter.
Sincerely,
/s/ Michael Blankenship
Michael Blankenship
cc:
Paul Y. Song, Chief Executive Officer, NKGEN BIOTECH, INC.