| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | GFOR | Common Stock | 12.6M | Sep 29, 2023 | See Footnotes | F1, F2, F3, F4 | |||||
| holding | GFOR | Common Stock | 397K | Sep 29, 2023 | Direct | F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | GFOR | Stock Option (right to buy) | Sep 29, 2023 | Common Stock | 735K | $6.67 | See Footnotes | F1, F2, F3, F6 | ||||||
| holding | GFOR | 5.0/8.0% Convertible Senior Notes due 2027 (right to buy) | Sep 29, 2023 | Common Stock | 1M | $10.00 | See Footnotes | F1, F2, F3, F7, F8 | ||||||
| holding | GFOR | Warrant (right to buy) | Sep 29, 2023 | Common Stock | 1M | $11.50 | See Footnotes | F1, F2, F3, F7 |
| Id | Content |
|---|---|
| F1 | This statement is filed by NKMax Co., Ltd ("NKMax") and Sangwoo Park ("Mr. Park"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." Mr. Park may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Park has voting and dispositive control over the Issuer's securities held by NKMax. |
| F2 | The filing of this statement should not be construed as an admission that Mr. Park is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities held by NKMax except to the extent of his pecuniary interest therein. |
| F3 | Mr. Park was elected as a member of the board of directors of the Issuer effective immediately after the Effective Time (as defined in the Business Combination Agreement, dated April 14, 2023 (the "Business Combination Agreement"), by and among the Issuer, Austria Merger Sub, Inc., and NKGen Biotech, Inc.). |
| F4 | As of the date hereof, NKMax owns 12,620 shares of Common Stock and Mr. Park owns 397,378 shares of Common Stock, and such shares were acquired by the Reporting Persons prior to Mr. Park joining the board of directors of the Issuer (as described in footnote (3) above). |
| F5 | These shares are owned directly by Sangwoo Park. |
| F6 | In connection with the Closing (as defined in the Business Combination Agreement) and prior to Mr. Park joining the board of directors of the Issuer, Mr. Park exchanged his option to acquire shares of common stock of NKGen Biotech, Inc. for an option to acquire shares of the Issuer. The shares underlying the option vest as follows: One-fourth (1/4th) of the shares subject to the option shall vest on the one-year anniversary of the Vesting Commencement Date of February 3, 2022, and 1/36th of the remaining shares shall vest each month thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date. |
| F7 | In connection with the Closing (as defined in the Business Combination Agreement) and prior to Mr. Park joining the board of directors of the Issuer, NKMax entered into a securities purchase agreement with the Issuer pursuant to which the Issuer agreed to issue and sell to NKMax (i) $10.0 million aggregate principal amount of 5.0% / 8.0% convertible senior notes due 2027 (the "Convertible Notes"), and (ii) one warrant for each of the 1,000,000 shares of Common Stock underlying the Convertible Notes, each such warrant entitled its holder to purchase one share of Common Stock at an exercise price of $11.50 per share subject to customary anti-dilution and other adjustments. |
| F8 | At the election of NKMax, the Convertible Notes are convertible into shares of Common Stock of the Issuer at an initial conversion ratio of 100 shares of Common Stock per $1,000 of principal amount of Convertible Notes, subject to customary anti-dilution and other adjustments. NKMax can elect to convert at the Convertible Notes at any time until 5:00 p.m. ET on September 28, 2027. The Convertible Notes will accrue interest at a rate per annum, at the Issuer's election, equal to (a) 5.0% payable in cash, or (b) 8.0% as paid-in-kind interest, added to the aggregate principal amount of the Convertible Notes on the date such interest would otherwise be due. Paid-in-kind interest shall apply unless otherwise elected by the Issuer. |
NKMax may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Park currently serves on the board of directors of the Issuer. See Exhibit 24 - Power of Attorney. See attached Exhibit 24 - Power of Attorney