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 December 6, 2024, the NKGen Biotech, Inc. (the "Company") granted its Chief Executive Officer, Paul Song, and its interim Chief Financial Officer, James Graf, special one-time option awards (the "Options") to purchase 2,000,000 and 500,000 shares of the Company's common stock, respectively, under the Company's 2023 Equity Incentive Plan (the "Plan") in recognition of contributions made by each officer since the close of the Company going public transaction on September 29, 2023 and the deferral of a substantial portion of the officers' 2024 compensation in connection with the Company's previously disclosed challenges to pay its payroll obligations. The Options have a 10-year term and an exercise price equal to the closing price of the Company's common stock on December 6, 2024. Mr. Song's Option vests ratably in forty-eight equal monthly installments, subject to Mr. Song's continued service through each vesting date. Mr. Graf's Option vests twenty-five percent as of December 6, 2024, with the remaining seventy-five percent vesting ratably in thirty-six equal monthly installments, subject to Mr. Graf's continued service through each vesting date.

The foregoing description of the Options does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Stock Option Grant Notice and Form of Stock Option Agreement under the Plan and, with respect to Mr. Song, the severance provisions of his Offer Letter, dated December 26, 2022, filed with the Company's Form 10-K and incorporated herein by reference.