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NKGen Biotech(NKGN) - 2023 Q4 - Annual Report
2024-04-16 19:07
We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"). As an emerging growth company, we are exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our President and Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required ...
NKGen Biotech(NKGN) - 2023 Q3 - Quarterly Report
2023-11-14 21:39
[Introductory Note](index=2&type=section&id=INTRODUCTORY%20NOTE) This note details the merger of **NKGen Biotech, Inc.** with **Legacy NKGen**, including share exchanges and redemption proceeds - On **September 29, 2023**, **NKGen Biotech, Inc.** (formerly **Graf Acquisition Corp. IV**) completed a merger with **Legacy NKGen**, with **Legacy NKGen** becoming a wholly-owned subsidiary. **Graf** changed its name to **NKGen Biotech, Inc.**, and **Legacy NKGen** became **NKGen Operating Biotech, Inc.**[8](index=8&type=chunk) - All outstanding shares of **Legacy NKGen Common Stock** were exchanged at a **ratio** of **0.408** for **15,595,260 shares** of **NKGen Biotech, Inc. Common Stock**. Options to purchase **Legacy NKGen Common Stock** were also converted into options for **NKGen Biotech, Inc. Common Stock**[9](index=9&type=chunk) - Holders of **3,386,528 Graf common stock shares** redeemed their shares for approximately **$35.4 million**. The Company received approximately **$21.9 million** in gross proceeds from the **Graf** trust account and warrant-related transactions, with an additional **$32.9 million** deposited into escrow accounts not yet received[11](index=11&type=chunk) [Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This note outlines the Company's forward-looking statements, their inherent risks, and the policy on updating such information - This **Quarterly Report** contains forward-looking statements regarding the Company's future expectations, plans, financial performance, and liquidity, which are subject to various risks and uncertainties[16](index=16&type=chunk)[17](index=17&type=chunk) - Key factors that could cause actual results to differ include the Company's ability to raise future financing, continue as a going concern, successfully commercialize product candidates, and manage operational and financial performance amidst industry and global economic conditions[18](index=18&type=chunk)[21](index=21&type=chunk) - The Company does not undertake any obligation to update these forward-looking statements to reflect events or circumstances after the report date, except as required by applicable securities laws[20](index=20&type=chunk) [Part I - Financial Information](index=7&type=section&id=PART%201-FINANCIAL%20INFORMATION) This part provides the Company's financial information, including statements and management's discussion and analysis [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements.) This section presents **NKGen Biotech's** unaudited condensed consolidated financial statements, reflecting the **Business Combination** and prepared on a going concern basis [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the Company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates Condensed Consolidated Balance Sheets (in thousands) | Metric | September 30, 2023 (in thousands) | December 31, 2022 (in thousands) | | :----------------------------------- | :-------------------------------- | :--------------------------------- | | Cash and cash equivalents | $8,786 | $117 | | Total current assets | $10,349 | $350 | | Total assets | $25,198 | $16,330 | | Total current liabilities | $38,848 | $14,741 | | Total liabilities | $65,836 | $14,767 | | Total stockholders' equity (deficit) | $(40,638) | $1,563 | | Accumulated deficit | $(128,524) | $(79,176) | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This section details the Company's revenues, expenses, and net loss over specific periods, highlighting operational and non-operating financial performance For the Three Months Ended September 30, (in thousands) | Metric | 2023 (in thousands) | 2022 (in thousands) | Change ($) | Change (%) | | :-------------------------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Revenues | $0 | $3 | $(3) | * | | Research and development | $3,929 | $4,121 | $(192) | (5)% | | General and administrative | $2,974 | $1,874 | $1,100 | 59% | | Total expenses | $6,903 | $5,995 | $908 | 15% | | Loss from operations | $(6,903) | $(5,992) | $(911) | 15% | | Interest expense | $(211) | $(636) | $425 | (67)% | | Change in fair value of convertible promissory notes| $1,741 | $(73) | $1,814 | * | | Loss on issuance of forward purchase contract | $(24,475) | $0 | $(24,475) | * | | Transaction costs expensed | $(3,329) | $0 | $(3,329) | * | | Net loss and comprehensive loss | $(33,177) | $(6,693) | $(26,484) | 396% | | Net loss per share, basic and diluted | $(2.48) | $(1.10) | $(1.38) | 125% | For the Nine Months Ended September 30, (in thousands) | Metric | 2023 (in thousands) | 2022 (in thousands) | Change ($) | Change (%) | | :-------------------------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Revenues | $0 | $77 | $(77) | * | | Research and development | $11,577 | $12,659 | $(1,082) | (9)% | | General and administrative | $8,737 | $5,501 | $3,236 | 59% | | Total expenses | $20,314 | $18,163 | $2,151 | 12% | | Loss from operations | $(20,314) | $(18,086) | $(2,228) | 12% | | Interest expense | $(307) | $(1,690) | $1,383 | (82)% | | Change in fair value of convertible promissory notes| $(1,043) | $(88) | $(955) | * | | Loss on issuance of forward purchase contract | $(24,475) | $0 | $(24,475) | * | | Transaction costs expensed | $(3,329) | $0 | $(3,329) | * | | Net loss and comprehensive loss | $(49,348) | $(19,806) | $(29,542) | 149% | | Net loss per share, basic and diluted | $(3.70) | $(3.32) | $(0.38) | 11% | [Condensed Consolidated Statements of Stockholders' Deficit](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Convertible%20Redeemable%20Preferred%20Stock%2C%20Warrants%20and%20Stockholders'%20Equity) This section outlines changes in the Company's stockholders' equity (deficit), including accumulated deficit and impacts from recapitalization transactions - Total stockholders' equity (**deficit**) decreased from **$1,563 thousand** as of **December 31, 2022**, to **$(40,638) thousand** as of **September 30, 2023**[26](index=26&type=chunk) - The accumulated **deficit** increased significantly from **$(79,176) thousand** as of **December 31, 2022**, to **$(128,524) thousand** as of **September 30, 2023**[26](index=26&type=chunk) - The reverse recapitalization transactions, net, resulted in a **$3,928 thousand impact** on total stockholders' **deficit** and a **$36,842 thousand impact** on additional paid-in capital for the nine months ended **September 30, 2023**[33](index=33&type=chunk)[84](index=84&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the Company's cash inflows and outflows from operating, investing, and financing activities over specific periods For the Nine Months Ended September 30, (in thousands) | Metric | 2023 (in thousands) | 2022 (in thousands) | | :----------------------------------- | :------------------ | :------------------ | | Net cash used in operating activities| $(15,009) | $(17,091) | | Net cash used in investing activities| $(30) | $(158) | | Net cash provided by financing activities| $23,958 | $16,985 | | Net increase in cash, cash equivalents, and restricted cash | $8,919 | $(264) | | Cash, cash equivalents, and restricted cash at end of period | $9,036 | $87 | [Notes to Condensed Consolidated Financial Statements](index=15&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the condensed consolidated financial statements, covering accounting policies, financial instruments, and significant events [1. Company Information](index=15&type=section&id=1.%20Company%20Information) This note provides an overview of **NKGen Biotech, Inc.**, its business focus, recent **Business Combination**, and going concern considerations - **NKGen Biotech, Inc.** is a clinical-stage biotechnology company focused on developing **autologous, allogeneic, and CAR-NK natural killer cell therapies** using its proprietary **SNK platform**[41](index=41&type=chunk) - The Company completed a **Business Combination** on **September 29, 2023**, merging with **Legacy NKGen**, and its **Common Stock** and warrants began trading on **Nasdaq** on **October 2, 2023**[43](index=43&type=chunk) - As of **September 30, 2023**, the Company had an accumulated **deficit** of **$128.5 million** and cash and cash equivalents of **$8.8 million**, raising **substantial doubt about its ability to continue as a going concern** for the next twelve months[46](index=46&type=chunk) [2. Summary of Significant Accounting Policies](index=16&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the Company's significant accounting policies, including the treatment of the **Business Combination** as a reverse recapitalization - The **Business Combination** was accounted for as a common control transaction and reverse recapitalization, with financial statements representing a continuation of **Legacy NKGen's** financials[48](index=48&type=chunk) - All prior periods have been retrospectively adjusted using an Exchange **Ratio** of approximately **0.408** to reflect the reverse recapitalization[49](index=49&type=chunk)[50](index=50&type=chunk) - The Company is an '**emerging growth company**' and has elected not to opt out of the **extended transition period** for complying with new or revised financial accounting standards[77](index=77&type=chunk)[78](index=78&type=chunk) [3. Reverse Recapitalization](index=21&type=section&id=3.%20Reverse%20Recapitalization) This note details the financial impacts of the reverse recapitalization, including conversion of notes and shares, and transaction costs incurred - In connection with the **Business Combination**, **Legacy NKGen's** **convertible notes** and shares were converted into **2,278,598 shares** and **15,595,262 shares** of the Company's **Common Stock**, respectively, after applying the Exchange **Ratio**[82](index=82&type=chunk) - **Legacy NKGen** incurred **$7.5 million** in transaction costs, with **$4.2 million** allocated to equity-classified instruments and **$3.3 million** to liability-classified instruments[81](index=81&type=chunk) Net Cash Proceeds from Business Combination at Closing (in thousands) | Metric | Amount | | :------------------------------------------ | :----- | | Closing proceeds | | | Proceeds from issuance of common stock | $1,667 | | Proceeds from issuance of PIPE warrants | $10,210| | Proceeds from issuance of senior convertible promissory notes with warrants | $10,000| | **Net cash proceeds from the Business Combination at Closing** | **$9,661**| [4. Private Placement](index=23&type=section&id=4.%20Private%20Placement) This note describes the **Private Placement Agreements**, funds held in escrow, and the recorded loss on issuance of forward purchase contract - The Company entered into **Private Placement Agreements** with **FPA Investors**, who purchased **3,168,121 shares** of **Common Stock** for **$32.9 million**, which was deposited into escrow accounts[85](index=85&type=chunk) - Funds in escrow may be released to the Company or **FPA Investors** based on factors including the Company's **Common Stock** price and shares sold by **FPA Investors**, with all funds released by the one-year anniversary of Closing[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) - A **loss on issuance of forward purchase contract** totaling **$24.5 million** was recorded at Closing, comprising a **$20.2 million** derivative liability and **$4.3 million** for Bonus Shares[93](index=93&type=chunk) [5. Warrants](index=24&type=section&id=5.%20Warrants) This note details the various types of warrants issued, their classification as equity or liability, exercise prices, and related provisions - **Public Warrants** (**3,432,286**) and **SPA Warrants** (**1,000,000**) are equity-classified, exercisable at **$11.50**, and became exercisable **30 days** post-**Business Combination**[95](index=95&type=chunk)[97](index=97&type=chunk) - **Private Warrants** (**4,721,533**) and **Working Capital Warrants** (**523,140**) are liability-classified, exercisable at **$11.50**, and subject to transfer restrictions[96](index=96&type=chunk)[98](index=98&type=chunk) - **PIPE Warrants** (**10,209,994**) were purchased for **$10.2 million**, are liability-classified, and have varying exercise prices (**$10.00**, **$12.50**, **$15.00**) subject to adjustment and a downside protection provision[99](index=99&type=chunk) [6. Convertible Notes](index=25&type=section&id=6.%20Convertible%20Notes) This note describes the conversion of **Legacy Convertible Notes** and the terms of the newly issued **Senior Convertible Notes** to **NKMAX** - **Legacy Convertible Notes** (**2019** and **2023**) totaling **$18.9 million** were converted into **2,278,598 shares** of the Company's **Common Stock** immediately prior to Closing[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - **Senior Convertible Notes** of **$10.0 million** were issued to **NKMAX** with a **four-year term**, **5.0% cash interest** (or **8.0% PIK**), and a conversion price of **$10.00 per share**, with a put option exercisable by **NKMAX 2.5 years** after issuance[103](index=103&type=chunk) [7. Debt](index=25&type=section&id=7.%20Debt) This note outlines the Company's debt obligations, including a revolving line of credit and various related party loans - In **June 2023**, the Company entered into a **$5.0 million revolving line of credit** with a commercial bank, secured by all Company assets, with **$4.9 million** drawn as of **September 30, 2023**[104](index=104&type=chunk)[105](index=105&type=chunk) - Additional **Related Party Loans** totaling **$5.0 million** were entered into with **NKMAX** from **January to April 2023**, bearing **4.6% interest** and maturing on **December 31, 2024**[107](index=107&type=chunk) - A **$0.3 million Short Term Related Party Loan** with a **30-day term** and **5.12% interest** was raised in **September 2023** and repaid on **October 5, 2023**[109](index=109&type=chunk)[163](index=163&type=chunk) [8. Related-Party Transactions](index=26&type=section&id=8.%20Related-Party%20Transactions) This note details transactions and financial instruments involving related parties, including **Founder Shares** and various loans and expenses - Of the **4,290,375 Founder Shares**, **1,773,631 were forfeited**, **1,173,631 became restricted Deferred Founder Shares** subject to vesting conditions, and **1,343,113 remained outstanding** and fully vested[110](index=110&type=chunk) - **Related party financial instruments** include **Founder Shares**, **SPA Warrants**, **Working Capital Warrants**, **Senior Convertible Notes**, select **Legacy Convertible Notes**, **Related Party Loans**, **Short Term Related Party Loan**, and **Private Warrants**[113](index=113&type=chunk) - Research and development expenses for laboratory supplies from **NKMAX** were **$0.4 million** for the three and nine months ended **September 30, 2023**, up from **$0.1 million** in the prior **year** periods[115](index=115&type=chunk) [9. Fair Value of Financial Instruments](index=27&type=section&id=9.%20Fair%20Value%20of%20Financial%20Instruments) This note describes the fair value measurements of financial instruments, particularly liability-classified warrants and derivative liabilities Liabilities Measured at Fair Value on a Recurring Basis (in thousands) | Metric | Balance as of September 30, 2023 | | :-------------------------------- | :------------------------------- | | Private Warrants | $1,841 | | Working Capital Warrants | $204 | | Forward Purchase Derivative Liability | $20,201 | | PIPE Warrants | $10,210 | | **Total** | **$32,456** | - The fair value of **Legacy Convertible Notes** immediately prior to conversion at Closing was **$18.9 million**, based on the fair value of the Company's **Common Stock** at **$8.30 per share**[121](index=121&type=chunk) - The fair value of the **Senior Convertible Notes** was determined using a binomial lattice model, and the **Private** and **Working Capital Warrants** were valued using a Black-Scholes model with Level 3 inputs[123](index=123&type=chunk)[127](index=127&type=chunk) [10. Stockholders' Equity](index=31&type=section&id=10.%20Stockholders'%20Equity) This note details the Company's common stock, equity incentive plans, stock option activity, and unrecognized stock-based compensation - As of **September 30, 2023**, the Company had **21,888,976 shares** of **Common Stock** issued and **outstanding**, with **500,000,000 authorized**[137](index=137&type=chunk) - The Company adopted a **2023 Equity Incentive Plan** (**12% of fully diluted common stock**) and an **Employee Stock Purchase Plan** (**3% of fully diluted common stock**) upon the **Business Combination**[139](index=139&type=chunk)[140](index=140&type=chunk) Stock Option Activity for the Nine Months Ended September 30, 2023 | Metric | Stock Options Outstanding | Weighted Average Exercise Price | | :----------------------------------- | :------------------------ | :------------------------------ | | Outstanding as of December 31, 2022 | 185,231 | $1.37 | | Granted | 2,173,693 | $6.67 | | Forfeited | (244,298) | $6.61 | | Exercised | (12,866) | $1.73 | | Outstanding as of September 30, 2023 | 2,101,760 | $6.25 | - Total **unrecognized stock-based compensation** related to unvested awards was **$14.6 million** as of **September 30, 2023**, to be recognized over approximately **3.2 years**[146](index=146&type=chunk) [11. Property and Equipment, net](index=35&type=section&id=11.%20Property%20and%20Equipment%2C%20net) This note provides a breakdown of the Company's property and equipment, net of accumulated depreciation, and related depreciation expenses Property and Equipment, net (in thousands) | Category | September 30, 2023 | December 31, 2022 | | :----------------------- | :----------------- | :---------------- | | Land | $5,025 | $5,025 | | Buildings | $8,325 | $8,325 | | Lab equipment | $4,003 | $4,003 | | Total | $18,211 | $18,211 | | Less: Accumulated depreciation | $(3,541) | $(2,690) | | **Total Property and equipment, net** | **$14,670** | **$15,521** | - Depreciation expense was **$0.3 million** for each of the three months ended **September 30, 2023** and **2022**, and **$0.9 million** for each of the nine months ended **September 30, 2023** and **2022**[148](index=148&type=chunk) [12. Additional Balance Sheet Information](index=35&type=section&id=12.%20Additional%20Balance%20Sheet%20Information) This note provides additional details on prepaid expenses, other current assets, accounts payable, and accrued expenses Prepaid expenses and other current assets (in thousands) | Category | September 30, 2023 | December 31, 2022 | | :-------------------------------- | :----------------- | :---------------- | | Prepaid expenses | $1,200 | $133 | | Revolving line of credit issuance fees | $72 | $0 | | **Total Prepaid expenses and other current assets** | **$1,313** | **$204** | Accounts payable and accrued expenses (in thousands) | Category | September 30, 2023 | December 31, 2022 | | :-------------------------------- | :----------------- | :---------------- | | Accounts payable | $7,938 | $975 | | Accrued liabilities | $4,239 | $1,359 | | Employee compensation | $730 | $291 | | **Total Accounts payable and accrued expenses** | **$12,965** | **$2,652** | [13. Collaboration Agreement](index=35&type=section&id=13.%20Collaboration%20Agreement) This note describes the discontinuation of the strategic collaboration with **Affimed GmbH** and its impact on research and development expenses - The strategic collaboration with **Affimed GmbH** to initiate a **Phase 1/2 trial** of **SNK01** in combination with **AFM24** was discontinued by mutual agreement in **June 2023**[150](index=150&type=chunk) - Reductions to research and development expenses due to this collaboration were **$0.2 million** for the three months ended **September 30, 2023**, and **$0.2 million** for the nine months ended **September 30, 2023**[151](index=151&type=chunk)[152](index=152&type=chunk) [14. Commitments and Contingencies](index=37&type=section&id=14.%20Commitments%20and%20Contingencies) This note outlines the Company's operating lease commitments, intercompany license obligations, and the absence of material legal proceedings - The Company's **operating lease** for office space at 19700 Fairchild expires on **December 31, 2023**, with total undiscounted lease **payments** of **$0.1 million** committed for **2023**[153](index=153&type=chunk)[155](index=155&type=chunk) - Under the **Intercompany License** with **NKMAX**, the Company acquired exclusive rights to **NK cell therapy intellectual property**, paying an **upfront fee** of **$1.0 million** and is obligated to pay **milestone payments** (**$1.0M-$5.0M**) and **mid-single digit royalties** on net sales[156](index=156&type=chunk)[157](index=157&type=chunk) - The Company is not subject to any currently pending legal matters or claims that would have a material adverse effect on its financial position, results of operations, or cash flows[158](index=158&type=chunk) [15. Income Taxes](index=37&type=section&id=15.%20Income%20Taxes) This note explains the Company's effective tax rate and the recording of a valuation allowance against deferred tax assets - The Company's **effective tax rate** was **0%** for the three and nine months ended **September 30, 2023** and **2022**, primarily due to changes in deferred tax balances offset by valuation allowances[160](index=160&type=chunk)[161](index=161&type=chunk) - A valuation allowance was recorded as of **September 30, 2023** and **2022**, as it was determined that it was more likely than not that none or substantially none of the deferred tax assets would be realized[162](index=162&type=chunk) [16. Subsequent Events](index=38&type=section&id=16.%20Subsequent%20Events) This note discloses significant events occurring after the reporting period, specifically the repayment of a short-term related party loan - The **$0.3 million Short Term Related Party Loan** was fully repaid on **October 5, 2023**[163](index=163&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the Company's financial condition, operations, and liquidity, highlighting the **Business Combination**, R&D, and financing needs [Overview](index=39&type=section&id=Overview) This section provides an overview of **NKGen Biotech, Inc.'s** clinical-stage biotechnology focus, recent **Business Combination**, and key development milestones - **NKGen Biotech, Inc.** is a clinical-stage biotechnology company focused on developing **autologous, allogeneic, and CAR-NK cell therapies** using its proprietary **SNK platform** for **neurodegenerative diseases and cancer**[166](index=166&type=chunk) - The Company completed a **Business Combination** on **September 29, 2023**, resulting in its **Common Stock** and warrants trading on **Nasdaq** under '**NKGN**' and '**NKGNW**' respectively[168](index=168&type=chunk) - Recent business highlights include **IND clearance** for **SNK02** in solid tumors (**Oct 2022**) and **SNK01** in **Alzheimer's Disease** (**Oct 2023**), with plans to advance clinical development and invest in **manufacturing technology**[171](index=171&type=chunk) [Factors Affecting Our Performance](index=40&type=section&id=Factors%20Affecting%20Our%20Performance) This section discusses key factors impacting the Company's performance, including its limited operating history, significant losses, and need for additional capital - The Company has a **limited operating history** and has incurred **significant net losses** (**$33.2 million** for **Q3 2023**, **$49.3 million** for **9M 2023**), with an **accumulated deficit** of **$128.5 million** as of **September 30, 2023**[173](index=173&type=chunk) - **Significant expenses and operating losses** are expected to continue for several **years** due to **ongoing clinical trials, R&D, manufacturing, and public company operational costs**[173](index=173&type=chunk) - The Company lacks **insufficient immediate funds for operations and liquidity**, requiring **additional capital**, and has expressed **substantial doubt about its ability to continue as a going concern**[175](index=175&type=chunk) [Key Components of Results of Operations](index=40&type=section&id=Key%20Components%20of%20Results%20of%20Operations) This section explains the key components of the Company's results of operations, including revenue, R&D, G&A expenses, and non-operating items - The Company has not generated **product revenue** to date and ceased **COVID-19 testing services**, which were a minor revenue source in prior periods[176](index=176&type=chunk)[177](index=177&type=chunk) - Research and development expenses are expected to **increase** as the Company advances its product candidates through **preclinical studies and clinical trials**[179](index=179&type=chunk) - General and administrative expenses are anticipated to rise due to **one-time costs of becoming a public company and ongoing operational requirements**[184](index=184&type=chunk) - Significant non-operating expenses for **2023** include a **$24.5 million loss on issuance of forward purchase contract** and **$3.3 million** in **expensed transaction costs** related to the **Business Combination**[188](index=188&type=chunk)[189](index=189&type=chunk) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) This section presents a detailed comparison of the Company's financial performance for the three and nine months ended **September 30, 2023** and **2022** Comparison of Three Months Ended September 30, 2023 and 2022 (in thousands) | Metric | 2023 | 2022 | $ Change | % Change | | :------------------------------------------ | :--- | :--- | :------- | :------- | | Revenues | $0 | $3 | $(3) | * | | Research and development | $3,929 | $4,121 | $(192) | (5)% | | General and administrative | $2,974 | $1,874 | $1,100 | 59% | | Total expenses | $6,903 | $5,995 | $908 | 15% | | Net loss and comprehensive loss | $(33,177) | $(6,693) | $(26,484) | 396% | Comparison of Nine Months Ended September 30, 2023 and 2022 (in thousands) | Metric | 2023 | 2022 | $ Change | % Change | | :------------------------------------------ | :--- | :--- | :------- | :------- | | Revenues | $0 | $77 | $(77) | * | | Research and development | $11,577 | $12,659 | $(1,082) | (9)% | | General and administrative | $8,737 | $5,501 | $3,236 | 59% | | Total expenses | $20,314 | $18,163 | $2,151 | 12% | | Net loss and comprehensive loss | $(49,348) | $(19,806) | $(29,542) | 149% | - Research and development expenses **decreased** by **5%** for **Q3 2023** and **9%** for **9M 2023**, primarily due to **decreased indirect R&D expenses**, partially offset by **increased direct R&D** for **SNK02 Phase 1 trials**[197](index=197&type=chunk)[198](index=198&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk) - General and administrative expenses **increased** by **59%** for both **Q3** and **9M 2023**, driven by **higher stock-based compensation and professional fees** related to becoming a public company[209](index=209&type=chunk)[210](index=210&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's liquidity, capital resources, ongoing operating losses, and the critical need for additional financing to continue operations - The Company has incurred **operating losses and negative cash flows since inception**, with cash and cash equivalents of **$8.8 million** and a **working capital deficit** of **$31.5 million** as of **September 30, 2023**[221](index=221&type=chunk)[223](index=223&type=chunk) - **Substantial doubt exists about the Company's ability to continue as a going concern**, necessitating immediate **additional capital** to cover **accrued expenses** (**$10.6 million** as of **Oct 31, 2023**) and **outstanding debts** (**$20.2 million** as of **Sep 30, 2023**)[224](index=224&type=chunk)[226](index=226&type=chunk)[228](index=228&type=chunk) - The **revolving line of credit** requires maintaining a **minimum cash balance** of **$15.0 million** by **December 31, 2023**, with failure potentially leading to **default and foreclosure on assets**[224](index=224&type=chunk)[235](index=235&type=chunk) - **Proceeds** from **Private Placement Agreements** (**$32.9 million**) are held in escrow and not yet received by the Company, and **warrant exercises may not yield cash proceeds**[243](index=243&type=chunk)[248](index=248&type=chunk)[250](index=250&type=chunk)[252](index=252&type=chunk)[254](index=254&type=chunk) [Contractual Obligations and Commitments](index=53&type=section&id=Contractual%20Obligations%20and%20Commitments) This section outlines the Company's contractual obligations and commitments, specifically detailing its operating lease for office space - The Company's **operating lease** for office space at 19700 Fairchild expires on **December 31, 2023**, with a remaining **obligation** of **$0.1 million** as of **September 30, 2023**[265](index=265&type=chunk) [Critical Accounting Policies and Estimates](index=54&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section describes the Company's critical accounting policies and estimates, including those for accrued expenses, stock-based compensation, and financial instrument valuation - **Critical accounting policies** involve **significant estimates and assumptions**, including **accrued clinical and R&D expenses**, **stock-based compensation**, **valuation of common shares**, and **accounting for select financial instruments** issued in the **Business Combination**[266](index=266&type=chunk)[267](index=267&type=chunk)[277](index=277&type=chunk) - The fair value of financial instruments, particularly **liability-classified ones like Private Warrants, Working Capital Warrants, and forward purchase derivative liability**, requires **complex valuation models and Level 3 unobservable inputs**[289](index=289&type=chunk)[291](index=291&type=chunk)[295](index=295&type=chunk) - The **accounting classification of financial instruments (equity vs. liability)** significantly impacts reported financial position and results of operations, determined by assessing **ASC 480** and **ASC 815** criteria[277](index=277&type=chunk)[278](index=278&type=chunk)[283](index=283&type=chunk) [Recently Issued and Adopted Accounting Pronouncements](index=58&type=section&id=Recently%20Issued%20and%20Adopted%20Accounting%20Pronouncements) This section refers to the notes to the financial statements for details on recently issued and adopted accounting pronouncements - The Company refers to Note 2 of the unaudited condensed consolidated financial statements for details on recently issued and adopted accounting pronouncements[297](index=297&type=chunk) [Emerging Growth Company Status](index=58&type=section&id=Emerging%20Growth%20Company%20Status) This section explains the Company's status as an '**emerging growth company**' and '**smaller reporting company**' and its implications for disclosure requirements - The Company qualifies as an '**emerging growth company**' and '**smaller reporting company**,' allowing it to take advantage of certain **disclosure exemptions**, which may affect investor attractiveness and comparability[298](index=298&type=chunk)[300](index=300&type=chunk) - The Company has elected not to opt out of the **extended transition period** for complying with new or revised financial accounting standards, adopting them at the same time as private companies[78](index=78&type=chunk)[298](index=298&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a '**smaller reporting company**' as defined by **Rule 12b-2** of the **Exchange Act**, **NKGen Biotech, Inc.** is not required to disclose information under this section - As a '**smaller reporting company**' as defined by **Rule 12b-2** of the **Exchange Act**, **NKGen Biotech, Inc.** is not required to disclose quantitative and qualitative information about market risk[301](index=301&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the **CEO** and **CFO**, concluded that disclosure controls and procedures were effective as of **September 30, 2023**, with no material changes to internal control - Management, with the participation of the **Principal Executive Officer** and **Principal Financial Officer**, concluded that disclosure controls and procedures were effective as of **September 30, 2023**[303](index=303&type=chunk) - No changes in internal control over financial reporting were identified during the period covered by this **Quarterly Report** that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[304](index=304&type=chunk) [Part II - Other Information](index=60&type=section&id=PART%20II-OTHER%20INFORMATION) This part provides other information, including legal proceedings, risk factors, and a list of exhibits filed with the **Quarterly Report** [Item 1. Legal Proceedings](index=60&type=section&id=Item%201.%20Legal%20Proceedings.) The Company is not currently subject to any legal proceedings or claims that would materially affect its financial position or results of operations - The Company's management believes there are no claims or actions pending against it that could have a material adverse effect on its results of operations, financial condition, or cash flows[306](index=306&type=chunk) [Item 1A. Risk Factors](index=60&type=section&id=Item%201A.%20Risk%20Factors.) This section details comprehensive risks and uncertainties that could materially affect the Company's business, financial condition, and operating results [Summary of Risks Related to Our Business and Industry](index=60&type=section&id=Summary%20of%20Risks%20Related%20to%20Our%20Business%20and%20Industry) This section summarizes key risks related to the Company's business and industry, including development challenges, clinical trial unpredictability, and manufacturing complexities - The Company's business depends on the success of its **novel NK cell therapy platform**, which faces **significant development, commercialization, and manufacturing challenges**[308](index=308&type=chunk) - Clinical development is a **lengthy, expensive, and unpredictable process**, with potential for **substantial delays** due to various factors outside the Company's control[308](index=308&type=chunk) - **Results from compassionate use programs or early clinical trials are not indicative of future clinical trial results or sufficient for regulatory approval**[308](index=308&type=chunk) [Summary of Risks Related to Our Financial Position](index=60&type=section&id=Summary%20of%20Risks%20Related%20to%20Our%20Financial%20Position) This section summarizes key risks related to the Company's financial position, including insufficient funds, significant losses, and the need for additional capital - The Company lacks **insufficient funds for operations and liquidity**, and management has expressed **substantial doubt about its ability to continue as a going concern**[309](index=309&type=chunk) - The Company has a **limited operating history**, has incurred **significant losses since inception**, and expects **continued losses for the foreseeable future**, with **no revenue from product sales**[309](index=309&type=chunk) - **Additional capital is required**, which may **dilute stockholders, restrict operations, or necessitate relinquishing rights to product candidates**[309](index=309&type=chunk) [Summary of Risks Related to Government Regulations](index=60&type=section&id=Summary%20of%20Risks%20Related%20to%20Government%20Regulations) This section summarizes key risks related to government regulations, including lengthy approval processes, export controls, and evolving healthcare and data privacy laws - The **regulatory approval process by the FDA and comparable foreign authorities is lengthy, time-consuming, and inherently unpredictable**, potentially leading to **delays or denial of approval**[310](index=310&type=chunk) - The Company is subject to **U.S. and foreign export/import controls, sanctions, anti-corruption, and anti-money laundering laws**, with potential for **criminal/civil liability for violations**[310](index=310&type=chunk) - **Healthcare reform initiatives** and **stringent, evolving data privacy and security laws** could harm the business, leading to **regulatory actions, litigation, fines, and operational disruptions**[310](index=310&type=chunk) [Summary of Risks Related to Our Intellectual Property](index=61&type=section&id=Summary%20of%20Risks%20Related%20to%20Our%20Intellectual%20Property) This section summarizes key risks related to the Company's intellectual property, including license termination, need for third-party IP, and inadequate patent terms - **Termination of the license agreement with NKMAX** could result in the **loss of rights to key components of the NK cell technology platform**[313](index=313&type=chunk) - The Company may need to **license additional intellectual property from third parties**, which may **not be available or on commercially reasonable terms**[313](index=313&type=chunk) - The **duration of patent terms may be inadequate to protect the Company's competitive position**, and **patent expiration could lead to increased competition**[313](index=313&type=chunk) [Risks Related to Our Business and Industry](index=61&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) This section details specific risks related to the Company's business and industry, including going concern doubts, platform development challenges, and clinical trial uncertainties - The Company's ability to continue as a going concern is in **substantial doubt** due to **insufficient funds and ongoing operating losses**, requiring **immediate additional capital**, which may not be secured on acceptable terms[316](index=316&type=chunk)[317](index=317&type=chunk)[318](index=318&type=chunk) - Success is highly dependent on the **unproven NK cell therapy platform**, which faces **significant challenges in development, commercialization, and manufacturing**, with potential for **delays and increased costs**[324](index=324&type=chunk)[325](index=325&type=chunk)[326](index=326&type=chunk) - Clinical trials are **expensive, time-consuming, and uncertain**, with **early-stage or compassionate use results not predictive of later-stage success or regulatory approval**, and **potential for serious adverse events**[331](index=331&type=chunk)[360](index=360&type=chunk)[361](index=361&type=chunk)[363](index=363&type=chunk) [Risks Related to Our Financial Position](index=84&type=section&id=Risks%20Related%20to%20Our%20Financial%20Position) This section details specific risks related to the Company's financial position, including limited operating history, ongoing losses, capital requirements, and debt covenants - The Company has a **limited operating history**, incurred **significant losses** (**$49.3 million for 9M 2023**, **$128.5 million accumulated deficit as of Sep 30, 2023**), and **expects continued losses due to ongoing product development**[420](index=420&type=chunk)[421](index=421&type=chunk) - **No revenue from product sales to date**; **profitability is uncertain** and depends on **successful clinical development, regulatory approvals, and commercialization**, which will require **substantial additional time and resources**[423](index=423&type=chunk)[424](index=424&type=chunk) - **Additional capital is required**, which may lead to **stockholder dilution, debt obligations, or relinquishing rights to product candidates**, with **no guarantee of availability on acceptable terms**[428](index=428&type=chunk)[429](index=429&type=chunk)[430](index=430&type=chunk) - The **East West Bank Loan Agreement** grants a **security interest in all assets** and imposes **financial covenants**, including a **$15.0 million minimum cash balance by Dec 31, 2023**, with **default potentially leading to acceleration of debt and foreclosure**[432](index=432&type=chunk)[433](index=433&type=chunk) [Risks Related to Government Regulations](index=88&type=section&id=Risks%20Related%20to%20Government%20Regulations) This section details specific risks related to government regulations, including unpredictable approval processes, export controls, and impacts of healthcare and data privacy laws - The **regulatory approval process by the FDA and comparable foreign authorities is lengthy, time-consuming, and inherently unpredictable**, potentially leading to **delays, denial of approval, or approval for narrow indications**[436](index=436&type=chunk)[437](index=437&type=chunk)[438](index=438&type=chunk) - The Company is subject to **U.S. and foreign export/import controls, sanctions, anti-corruption, and anti-money laundering laws**, with non-compliance risking **substantial civil or criminal fines, imprisonment, and reputational harm**[441](index=441&type=chunk)[442](index=442&type=chunk) - **Healthcare reform initiatives** (e.g., **Inflation Reduction Act of 2022**) and **stringent, evolving data privacy and security laws** (e.g., **CCPA**, **EU GDPR**) could **increase costs, restrict operations, and lead to regulatory actions, litigation, fines, and operational disruptions**[444](index=444&type=chunk)[451](index=451&type=chunk)[452](index=452&type=chunk) [Risks Related to Manufacturing](index=93&type=section&id=Risks%20Related%20to%20Manufacturing) This section details specific risks related to manufacturing, including complexities of cell therapy production, scaling challenges, and dependency on third-party storage - The **novel and complex manufacturing process for engineered human cells** is **susceptible to product loss, failure, or variation**, and **scaling up for commercialization presents significant risks and potential delays**[463](index=463&type=chunk)[464](index=464&type=chunk)[465](index=465&type=chunk) - **Changes to the manufacturing process** during development or after commercialization may require **comparability studies**, potentially causing **delays or additional clinical testing** if comparability is not established[469](index=469&type=chunk) - **Dependency on third parties to store NK cells, viral vectors, and cell banks**, with **damage or loss causing delays in replacement and potential business suffering**[477](index=477&type=chunk) [Risks Related to Our Intellectual Property](index=96&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) This section details specific risks related to the Company's intellectual property, including license termination, need for third-party IP, and patent protection limitations - **Termination of the Intercompany License with NKMAX** could result in the **loss of critical intellectual property rights for product development and commercialization**, **materially affecting the business**[480](index=480&type=chunk)[481](index=481&type=chunk) - The Company may need to **license additional third-party intellectual property**, which may **not be available or on commercially reasonable terms**, potentially hindering business growth[482](index=482&type=chunk) - **Patent terms may be inadequate to protect competitive position**, and **expiration could lead to increased competition and adverse business effects**, as **patent protection is expensive and uncertain**[491](index=491&type=chunk)[493](index=493&type=chunk)[494](index=494&type=chunk)[495](index=495&type=chunk) [Risks Related to Ownership of our Securities](index=104&type=section&id=Risks%20Related%20to%20Ownership%20of%20our%20Securities) This section details specific risks related to owning the Company's securities, including disclosure exemptions, stock price volatility, and potential dilution from future sales - As an '**emerging growth company**' and '**smaller reporting company**,' the Company benefits from **disclosure exemptions**, which may **make its securities less attractive to investors and comparison to other public companies difficult**[524](index=524&type=chunk)[525](index=525&type=chunk)[526](index=526&type=chunk) - The **stock price may be volatile and decline regardless of operating performance**, influenced by **market fluctuations, analyst coverage, and general economic conditions**[530](index=530&type=chunk)[531](index=531&type=chunk) - **Future sales of shares by existing stockholders**, including those from **registration statements and warrant exercises**, could cause the **stock price to decline due to dilution or perceived selling pressure**[533](index=533&type=chunk)[534](index=534&type=chunk)[535](index=535&type=chunk) - The Company may **not receive cash proceeds from warrant exercises**, especially if **exercised on a cashless basis or if the stock price is below the exercise price**, and may be **required to make cash payments or issue additional shares under certain circumstances** (e.g., **PIPE Warrants**, **Forward Purchase Agreements**)[536](index=536&type=chunk)[537](index=537&type=chunk)[540](index=540&type=chunk)[541](index=541&type=chunk) [Item 2. Exhibits](index=114&type=section&id=Item%202.%20Exhibits) This section lists all exhibits filed as part of this **Quarterly Report on Form 10-Q**, including merger agreements, financial agreements, and employment documents - The report includes various exhibits such as the **Merger Agreement, Amended and Restated Certificate of Incorporation and Bylaws, Forward Purchase Agreements, Warrant Subscription Agreements, Securities Purchase Agreement, and several loan agreements**[576](index=576&type=chunk)[577](index=577&type=chunk) - **Key employment offer letters and equity incentive plans (2019 and 2023)** are also filed as exhibits[577](index=577&type=chunk)[578](index=578&type=chunk) [Signatures](index=118&type=section&id=SIGNATURES) This section contains the official signatures of the Company's **Chief Executive Officer** and **Interim Chief Financial Officer**, certifying the report - The report was signed on **November 14, 2023**, by **Paul Y. Song**, **Chief Executive Officer** (**Principal Executive Officer**), and **James A. Graf**, **Interim Chief Financial Officer** (**Principal Financial and Accounting Officer**) of **NKGen Biotech, Inc.**[584](index=584&type=chunk)[585](index=585&type=chunk)
NKGen Biotech(NKGN) - 2023 Q2 - Quarterly Report
2023-08-14 21:06
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 ...
NKGen Biotech(NKGN) - 2023 Q1 - Quarterly Report
2023-05-15 20:11
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 ...
NKGen Biotech(NKGN) - 2022 Q4 - Annual Report
2023-03-31 21:10
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].
NKGen Biotech(NKGN) - 2022 Q3 - Quarterly Report
2022-11-14 14:13
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].
NKGen Biotech(NKGN) - 2022 Q2 - Quarterly Report
2022-08-15 20:50
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 | | --- | --- | --- | ...
NKGen Biotech(NKGN) - 2022 Q1 - Quarterly Report
2022-05-16 20:10
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]
NKGen Biotech(NKGN) - 2021 Q4 - Annual Report
2022-03-31 01:27
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) ( ...
NKGen Biotech(NKGN) - 2021 Q3 - Quarterly Report
2021-11-15 21:13
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 | | --- | --- | ...