Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On July 12, 2024, NKGen Biotech, Inc. (the "Company" and formerly known as Graf Acquisition Corp. IV ("Graf")) and Seller (defined below) entered into a fifth amendment (the "Amendment") to the forward purchase agreement, dated as of September 22, 2023 (the "FPA"), initially among the Company, Graf Acquisition Corp. IV, ("Graf"), Meteora Strategic Capital, LLC ("MSC"), Meteora Capital Partners, LP ("MCP") and Meteora Select Trading Opportunities Master, LP ("MSTO" with MSC, MCP, and MSTO collectively, "Seller") for OTC Equity Prepaid Forward Transactions, as amended on December 26, 2023, as further amended on January 2, 2024, January 11, 2024, and as further amended on February 21, 2024.

Pursuant to the Amendment, the Company and Seller agreed to increase (i) the Prepayment Shortfall (as defined in the Amendment) by $200,000 and (ii) to increase the Share Consideration Shares (as defined in the Amendment) by 200,000 shares of the Company's common stock. All other terms and conditions remained unchanged.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.