Material Event Form 8 K

Item 8.01 Other Events.

On September 16, 2024, NKGen Biotech, Inc. (the "Company") issued approximately 162,000 shares of common stock, par value $0.0001 per share (the "Common Stock") to two holders of its Convertible Notes (as defined in the Company's proxy statement filed with the U.S. Securities and Exchange Commission on July 22, 2024 (the "Proxy Statement")) at their request in partial repayment of amounts due under each holder's respective Convertible Note (the "Conversions"). Pursuant to the terms of the Convertible Notes, the shares of Common Stock were issued at $0.60, which is 80% of the lowest volume weight average price of the Common Stock on any trading day during the 10-trading day period prior to the Conversions (the "Adjusted Price"). Such Conversions constitute dilutive issuances under Section 1.6(e) of the Convertible Notes and the promissory note filed as Exhibit 10.1 to the Company Current Report on Form 8-K, filed on August 9, 2024 (together with the Convertible Notes, the "Notes"), and Section 2(b) of the Convertible Note Warrants (as defined in the Proxy Statement), the BDW Warrant (as defined in the Proxy Statement) and the common stock purchase warrant filed as Exhibit 4.1 to the Company Current Report on Form 8-K, filed on August 9, 2024 (collectively, the "Warrants"). Pursuant to the terms of the Notes and the Warrants, as of September 16, 2024, the conversion prices of the Notes and the exercise prices of the Warrants have been reset to the Adjusted Price.