Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 3, 2024, the Board of Directors (the "Board") of NKGen Biotech Inc. (the "Company"), following a recommendation from the Nomination and Corporate Governance Committee (the "N&CG Committee"), unanimously elected to have Michael Klowden fill, effective immediately, the Class II director vacancy created by his resignation and that Mr. Klowden shall hold such position as a Class II director until the earlier of the 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal.

The Board following a recommendation from the N&CG Committee, also unanimously elected to have Kathleen Scott fill, effective immediately, the Class III director vacancy created by her resignation and that Ms. Scott shall hold such position as a Class III director until the earlier of the 2026 Annual Meeting of Stockholders and until her successor is duly elected and qualified or until her earlier death, resignation or removal.

Mr. Klowden was also appointed to the Audit Committee and Compensation Committee of the Company and as Chair of the N&CG Committee by the Board, effective immediately. Ms. Scott was also appointed as Chair of the Audit Committee and Compensation Committee of the Company and as a member of the N&CG Committee by the Board, effective immediately.

Mr. Klowden and Ms. Scott will participate in the Company's previously disclosed compensation program for non-employee directors, the payment of which will continue to be deferred until the Company is able to meet certain funding goals previously set by the Compensation Committee of the Board.

There are no arrangements or understandings between Mr. Klowden or Ms. Scott and any other persons pursuant to which Mr. Klowden or Ms. Scott were elected as directors of the Company. With respect to Item 404(a) of Regulation S-K, there are no relationships or related transactions between Mr. Klowden or Ms. Scott and the Company that would be required to be reported.