Correspondence 0001213900-24-058576 from NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
NKGen Biotech, Inc. (NKGN, NKGNW) (CIK 0001845459)
Date: July 2, 2024 · CIK: 0001845459 · Accession: 0001213900-24-058576
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275094
Letter
mike blankenship
Managing Partner
1.713.651.2678
MBlankenship@winston.com
July 2, 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. 4 to Registration Statement on Form S-1
Filed June 27, 2024
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 July 2, 2024, 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. 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.
Response: The Company acknowledges the Staff’s comment and confirms its understanding that the retention by a selling stockholder of an underwriter would constitute a material change to its plan of distribution requiring a post-effective amendment and consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation S-K, that it will file a post-effective amendment to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information.
* * * * * * *
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
July 2, 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. 4 to Registration Statement on Form S-1
Filed June 27, 2024
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
July 2, 2024, 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. 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.
Response: The Company acknowledges the Staff’s
comment and confirms its understanding that the retention by a selling stockholder of an underwriter would constitute a material change
to its plan of distribution requiring a post-effective amendment and consistent with the undertaking required by Item 512(a)(1)(iii) of
Regulation S-K, that it will file a post-effective amendment to include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such information.
* * * * * * *
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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.
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