Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from to Commission File No. 001-40427NKGN NKGen Biotech, Inc. FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) (State or other jurisdiction of inc ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdictio ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdicti ...

Financial Performance - For the year ended December 31, 2022, the company reported a net income of approximately $4.5 million, driven by a non-operating gain of approximately $5.1 million from the change in fair value of warrant liability[316]. - The company incurred approximately $2.4 million in general and administrative expenses for the year ended December 31, 2022[316]. - The diluted net income (loss) per share for the year ended December 31, 2022, is the same as the basic net income (loss) per share due to the contingent nature of warrants[333]. Capital Structure - The company generated gross proceeds of $150.0 million from its IPO of 15,000,000 units at $10.00 per unit, with offering costs of approximately $8.8 million[300]. - The underwriters received an underwriting discount of $0.20 per unit, totaling approximately $3.4 million, with additional deferred underwriting commissions of approximately $6.0 million[322]. - As of December 31, 2022, 17,161,500 shares of common stock were subject to possible redemption, classified as temporary equity[330]. - The Company recognizes changes in redemption value immediately and adjusts the carrying value of common stock shares subject to possible redemption to equal the redemption value at the end of each reporting period[331]. Liquidity and Financial Position - As of December 31, 2022, the company had approximately $0.6 million in its operating bank account and a working capital deficit of approximately $2.0 million[306]. - The company had no long-term debt obligations or capital lease obligations as of December 31, 2022[318]. - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by the mandatory liquidation date[308]. Business Operations and Future Outlook - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[315]. - The company has a mandatory liquidation date of May 25, 2023, if it does not complete a business combination by then[305]. - The Company entered into a non-binding letter of intent for a potential business combination with NKGen Biotech on March 23, 2023[338]. Compensation and Benefits - The Company approved a base cash compensation of $16,667.00 per month for its Chief Financial Officer, Mr. Cross, retroactive from May 6, 2022[324]. - The Company will provide up to $6,000.00 per month in aggregate for health care benefits to three full-time executive officers from December 21, 2022, until the closing of a business combination[325]. Regulatory and Reporting Considerations - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[339]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[340]. - The Company did not have any off-balance sheet arrangements as of December 31, 2022, and 2021[336]. - The Company’s financial statements are prepared in accordance with GAAP, requiring estimates and judgments that may differ from actual results under different assumptions[326]. Administrative Expenses - The company entered into an administrative services agreement, incurring approximately $180,000 in expenses for the year ended December 31, 2022[323].

Financial Performance - The company had a net income of approximately $888,000 for the three months ended September 30, 2022, consisting of a non-operating gain of approximately $567,000 from the change in fair value of warrant liability and approximately $905,000 in income from investments held in the Trust Account[117]. - For the nine months ended September 30, 2022, the company reported a net income of approximately $7.6 million, which included approximately $4.9 million in non-operating gain from the change in fair value of warrant liability and approximately $1.1 million in income from investments held in the Trust Account[119]. - The diluted net income (loss) per share is the same as basic net income per share for the three and nine months ended September 30, 2022, indicating no anti-dilutive effect from warrants[134]. Financial Position - As of September 30, 2022, the company had approximately $728,000 in its operating bank account and a working capital deficit of approximately $1.6 million[111]. - The company has no long-term debt obligations or long-term liabilities as of September 30, 2022[121]. - The company has no off-balance sheet arrangements as of September 30, 2022[138]. IPO and Capital Structure - The company generated gross proceeds of $150.0 million from its IPO of 15,000,000 units at $10.00 per unit, incurring offering costs of approximately $8.8 million[106]. - The company placed $171.6 million of net proceeds from the IPO and private placement warrants in a trust account, which will be invested in U.S. government securities until a business combination is completed[108]. - The underwriters were entitled to an underwriting discount of $0.20 per unit, totaling approximately $3.4 million for the IPO and over-allotment[124]. - As of the IPO, 17,161,500 shares of common stock subject to possible redemption were classified as temporary equity at redemption value[130]. - The company recognized accretion from initial book value to redemption amount, resulting in charges against additional paid-in capital and accumulated deficit[132]. Going Concern and Management Doubt - Management has substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by May 25, 2023[113]. Expenses and Compliance - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, accounting, and auditing compliance costs[116]. - The company incurred approximately $45,000 in administrative expenses for the three months ended September 30, 2022, under an agreement for office space and support services[125]. Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[139]. - The company is evaluating the impact of ASU 2022-03 on its condensed financial statements, effective for fiscal years beginning after December 15, 2023[136]. - The company included Founder Shares in the weighted average number of shares to determine the dilutive impact after the contingency was satisfied[135]. - The company does not believe that any recently issued accounting pronouncements would have a material effect on its condensed financial statements[137]. - The company is in the process of evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[140]. - The company does not provide quantitative and qualitative disclosures about market risk as it is classified as a smaller reporting company[141].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) | Delaware | 001-40427 | 86-2191918 | | --- | --- | --- | ...

IPO and Fundraising - The company completed its IPO on May 25, 2021, raising gross proceeds of $150.0 million from the sale of 15,000,000 units at $10.00 per unit[103] - An additional 2,161,500 units were sold through the over-allotment option, generating approximately $21.6 million in gross proceeds[103] - The company has placed $171.6 million in a trust account, which will be invested in U.S. government securities until a business combination is completed[105] Financial Performance - As of March 31, 2022, the company reported a net income of approximately $2.0 million, primarily from a non-operating gain of approximately $2.7 million due to changes in the fair value of warrant liability[114] - The company incurred approximately $638,000 in general and administrative expenses for the three months ended March 31, 2022[114] - Diluted net income (loss) per share for the three months ended March 31, 2022, is the same as basic net income (loss) per share due to the anti-dilutive effect of warrants[130] Financial Position - The company had a working capital deficit of approximately $90,000 as of March 31, 2022[108] - As of March 31, 2022, the company had approximately $1.4 million in its operating bank account[108] - The company has no long-term debt obligations or capital lease obligations as of March 31, 2022[117] - As of March 31, 2022, the company did not have any off-balance sheet arrangements[133] Going Concern and Compliance - The company expects to incur increased expenses related to being a public company, including legal and compliance costs[113] - The company has determined that there is substantial doubt about its ability to continue as a going concern within one year after the date of the financial statements[110] Corporate Governance - On May 1, 2022, key executives including the Chief Financial Officer and Co-Presidents announced their resignations, effective May 6 and May 11, 2022[136] Regulatory Status - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[134] - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[135]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) ( ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) | Delaware | 001-40427 | 86-2191918 | | --- | --- | ...

(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GRAF ACQUISITION CORP. IV (Exact name of registrant as specified in its charter) Delaware 001-40427 86-2191918 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) ...