Material Event Form 8 K

Item 8.01 Other Events.

On October 9, 2024, NKGen Biotech, Inc. (the "Company") received a conversion notice for the issuance of approximately 492,800 shares of common stock (of which 61,600 shares are freely tradeable), par value $0.0001 per share (the "Common Stock") to a holder 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 such holder's request in full repayment of amounts due under such holder's Convertible Note (the "Conversion"). Pursuant to the terms of the Convertible Notes, the shares of Common Stock will be issued at $0.25 (the "Adjusted Price"). Such Conversion constitutes a dilutive issuance 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 October 10, 2024, the conversion prices of the Notes and the exercise prices of the Warrants have been reset to the Adjusted Price.