Form 8-K - Current report
29 Septembre 2023 - 9:11PM
Edgar (US Regulatory)
0001845459
false
Graf Acquisition Corp. IV
0001845459
2023-09-25
2023-09-25
0001845459
dei:FormerAddressMember
2023-09-25
2023-09-25
0001845459
gfor:UnitseachconsistingofoneshareofclassacommonstockandonefifthofoneredeemablewarrantMember
2023-09-25
2023-09-25
0001845459
us-gaap:CommonStockMember
2023-09-25
2023-09-25
0001845459
gfor:RedeemablewarrantsMember
2023-09-25
2023-09-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 25, 2023
NKGen Biotech, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-40427 |
|
86-2191918 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
3001 Daimler Street
Santa Ana, CA 92705
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code (949)396-6830
Graf Acquisition Corp.
IV
1790 Hughes Landing Blvd., Suite 400
The Woodlands, Texas 77380
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each
exchange on which
registered |
Units, each consisting of one share of common stock and one-fifth of one redeemable warrant |
|
GFOR.U |
|
The New York Stock Exchange |
Common stock, par value $0.0001 per share |
|
GFOR |
|
The New York Stock Exchange |
Redeemable warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 |
|
GFOR. WS |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On September 25, 2023,
the Graf Acquisition Corp. IV (the “Company” or “Graf”)
held a special meeting of shareholders (the “Special Meeting”) in connection with its proposed business
combination (the “Business Combination”). As of the close of business on August 7, 2023, the record date
for the Special Meeting, there were 10,373,875 shares of common stock of Graf, par value $0.0001 per share (“Common Stock”)
outstanding. At the Special Meeting, a total of 9,502,928 (or 91.60%) of the Company’s issued and outstanding shares of common stock,
held of record as of August 7, 2023, were present either in person or by proxy, which constituted a quorum for the transaction of
business.
The Company’s stockholders
voted on the following proposals at the Special Meeting, each of which was approved. Detailed descriptions of each proposal are included
in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”)
on August 14, 2023 and mailed to the Company’s stockholders on or about the same date (as supplemented by that certain supplement
to the definitive proxy statement/prospectus, dated as of September 22, 2023, the “Proxy Statement/Prospectus”).
The final vote tabulation for each proposal is set forth below.
| 1. | The Business Combination Proposal - A proposal to consider and vote upon a proposal to approve
the agreement and plan of merger, dated as of April 14, 2023 (as may be amended and/or restated from time to time, the “Merger
Agreement”), by and among Graf, Austria Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Graf (the
“Merger Sub”) and NKGen Biotech Inc., a Delaware corporation (“NKGen”), and the transactions
contemplated thereby, pursuant to which Merger Sub will merge with and into NKGen with NKGen surviving the merger as a wholly-owned subsidiary
of Graf: |
Votes For | |
Votes Against | |
Abstentions |
9,502,928 | |
0 | |
0 |
| 2. | The Binding Charter Proposal – A proposal to consider and vote upon a proposal to approve,
assuming the other condition precedent proposals (as defined below) are approved and adopted, the proposed second amended and restated
certificate of incorporation of Graf (the “Proposed Charter”), which will replace Graf’s amended and restated
certificate of incorporation, dated May 20, 2021 (as may be amended from time to time, the “Current Charter”)
and will be in effect upon the closing of the Business Combination (the “Closing”): |
Votes For |
|
Votes Against |
|
Abstentions |
9,502,900 |
|
0 |
|
28 |
| 3. | The Advisory Charter Proposals – Proposals to consider and vote upon separate proposals to
approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which
are being presented in accordance with the requirements of the SEC as five separate sub-proposals: |
| i. | Advisory Charter Proposal A - A proposal to increase the authorized capital stock to 510,000,000
shares of capital stock, consisting of (a) 500,000,000 shares of Common Stock following the Business Combination (“New
NKGen”), and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share of New NKGen: |
Votes For |
|
Votes Against |
|
Abstentions |
8,670,223 |
|
831,955 |
|
750 |
| i. | Advisory Charter Proposal B - A proposal to eliminate various provisions applicable only to blank
check companies, including business combination requirements: |
Votes For |
|
Votes Against |
|
Abstentions |
9,502,900 |
|
0 |
|
28 |
| ii. | Advisory Charter Proposal C - A proposal to require the vote of at least 66 2/3% in voting power
of then outstanding shares of New NKGen capital stock to alter, amend or repeal the bylaws: |
Votes For |
|
Votes Against |
|
Abstentions |
9,502,928 |
|
0 |
|
0 |
| iii. | Advisory Charter Proposal D - A proposal to require the vote of at least 66 2/3% in voting power
of then outstanding shares of New NKGen capital stock to remove a director: |
Votes For |
|
Votes Against |
|
Abstentions |
8,670,973 |
|
831,955 |
|
0 |
| iv. | Advisory Charter Proposal E - A proposal to require the vote of at least 66 2/3% in voting power
of then outstanding shares of New NKGen capital stock to alter, amend or repeal certain provisions of the Proposed Charter: |
Votes For |
|
Votes Against |
|
Abstentions |
9,502,928 |
|
0 |
|
0 |
| 4. | The Stock Issuance Proposal – A proposal to consider and vote upon a proposal to approve, assuming the other condition
precedent proposals are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock
Exchange, the issuance of (1) up to 15,594,133 shares of Common Stock pursuant to the terms of the Merger Agreement, (2) up
to 1,000,000 shares of Common Stock upon conversion of the 2027 Convertible Notes, (3) up to an aggregate of 2,999,998 warrants and
2,999,998 shares of common stock issuable upon the exercise of such warrants issued pursuant to the terms of the Securities Purchase Agreement
and the Warrant Subscription Agreement, and (4) additional warrants, shares of Common Stock issuable upon the exercise of such warrants
and other shares of Common Stock that may be issued pursuant to additional agreements we may enter into prior to the Closing: |
Votes For |
|
Votes Against |
|
Abstentions |
9,502,928 |
|
0 |
|
0 |
| 5. | The Incentive Plan Proposal – A proposal to consider and vote upon a proposal to approve,
assuming the other condition precedent proposals are approved and adopted, the 2023 Incentive Equity Plan (the “Incentive
Equity Plan”), including the authorization of the initial share reserve under the Incentive Equity Plan: |
Votes For |
|
Votes Against |
|
Abstentions |
9,180,582 |
|
0 |
|
322,346 |
| 6. | The ESPP Proposal – A proposal to consider and vote upon a proposal to approve, assuming
the other condition precedent proposals are approved and adopted, the 2023 Employee Stock Purchase Plan (the “ESPP”),
including the authorization of the initial share reserve under the ESPP: |
Votes For |
|
Votes Against |
|
Abstentions |
9,502,178 |
|
0 |
|
750 |
| 7. | The Director Election Proposal – Proposals to elect, assuming the Business Combination Proposal,
the Binding Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal (the “condition
precedent proposals”) are approved and adopted, five directors to the New NKGen board of directors, effective immediately
after the closing of the Business Combination: |
Nominees |
|
Votes For |
|
Votes Withheld |
Sangwoo Park |
|
8,753,514 |
|
749,414 |
Paul Song |
|
9,502,928 |
|
0 |
Alana McNulty |
|
7,127,844 |
|
0 |
Kathleen Scott |
|
9,192,569 |
|
310,359 |
Michael Klowden |
|
9,502,928 |
|
0 |
| 4. | The Redemption Limitation Amendment Proposal – A proposal to consider and vote upon
a proposal to approve the amendment of the Current Charter, to be effective immediately prior to the Closing, to eliminate the limitation
that Graf may not redeem public shares in an amount that would cause Graf to have net tangible assets to be less than $5,000,001: |
Votes For |
|
Votes Against |
|
Abstentions |
7,127,844 |
|
0 |
|
0 |
The proposal to approve the adjournment of the
Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies was deemed not
necessary and not acted upon at the Special Meeting.
A total of 3,386,528 shares
of Common Stock were presented for redemption in connection with the Special Meeting.
The information furnished
in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events
The Business Combination was
consummated on September 29, 2023. In connection with the Closing, Graf changed its name to “NKGen Biotech, Inc.”
and NKGen changed its name to “NKGen Operating Biotech, Inc.” The Common Stock and warrants of New NKGen are expected
to begin trading on The Nasdaq Stock Market LLC under the symbols “NKGN” and “NKGNW”, respectively, on October 2,
2023.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
NKGen Biotech, Inc. |
|
|
|
|
By: |
/s/ Paul Y. Song |
|
|
Name: |
Paul Y. Song, MD |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
Dated: September 29, 2023 |
|
|
v3.23.3
Cover
|
Sep. 25, 2023 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 25, 2023
|
Entity File Number |
001-40427
|
Entity Registrant Name |
Graf Acquisition Corp. IV
|
Entity Central Index Key |
0001845459
|
Entity Tax Identification Number |
86-2191918
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
3001 Daimler Street
|
Entity Address, City or Town |
Santa Ana
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
92705
|
City Area Code |
949
|
Local Phone Number |
396-6830
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Entity Information, Former Legal or Registered Name |
Graf Acquisition Corp.
IV
|
Units, each consisting of one share of Class A common stock and one-fifth of one redeemable warrant [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Units, each consisting of one share of common stock and one-fifth of one redeemable warrant
|
Trading Symbol |
GFOR.U
|
Security Exchange Name |
NYSE
|
Common Stock [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Common stock, par value $0.0001 per share
|
Trading Symbol |
GFOR
|
Security Exchange Name |
NYSE
|
Redeemable warrants [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Redeemable warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50
|
Trading Symbol |
GFOR. WS
|
Security Exchange Name |
NYSE
|
Former Address [Member] |
|
Document Information [Line Items] |
|
Entity Address, Address Line One |
1790 Hughes Landing Blvd.
|
Entity Address, Address Line Two |
Suite 400
|
Entity Address, City or Town |
The Woodlands
|
Entity Address, State or Province |
TX
|
Entity Address, Postal Zip Code |
77380
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=gfor_UnitseachconsistingofoneshareofclassacommonstockandonefifthofoneredeemablewarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=gfor_RedeemablewarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Graf Acquisition Corp IV (NYSE:GFOR)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
Graf Acquisition Corp IV (NYSE:GFOR)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024