Graf Acquisition Corp. IV (NYSE:GFOR) announced that it adjourned Wednesday’s completion vote for its combination with NKGen Biotech without conducting any business and will reopen proceedings at 4:00 p.m., Eastern time, on September 25, 2023
Once again, the adjournment is being done to provide additional time to continue its efforts to obtain additional financing. This new cash may be in the form of equity, debt, grants or other equity-linked securities. However, GFOR most recently added a $10M convertible note as well as a $2 million warrant subscription agreement (1,999,998 warrants at a cost of $1.00 per warrant) and at announcement, Graf IV’s combination included a backstop of up to $25 million funded by NKGen’s majority shareholder NKMax (KOSDAQ:182400). Previously, this deal had a $50 million minimum cash condition, but according to today’s press release that has now been waived.
Furthermore, GFOR’s sponsors waived the requirement that certain NKGen Stockholders holding 5% or more of the shares of NKGen common stock on a fully-diluted basis as of the date of the Merger Agreement (other than NKMAX and certain NKGen directors and officers) enter into the Lockup Agreement. The effect of this waiver will be that an aggregate of approximately 2,377,171 of the shares of Common Stock held by such NKGen Stockholders after the Closing will be freely tradeable and not subject to lockup restrictions.
In light of these changes, Graf IV has filed a supplement to its proxy. The record date remains the same, which means that stockholder of record as of August 7, 2023 are entitled to vote at the meeting.
The $160 million combination was initially announced in April of this year. Santa Ana, California-based NKGen has five pharmaceutical formulas that have each reached some stage of Phase I and Phase II clinical trials seeking potential therapies for cancer and neurodegenerative conditions like Parkinson’s and Alzheimer’s.
Last month, NKGen announced that it had dosed the first patient with its candidate SNK-02 as a part of Phase I studies into the its efficacy in treating solid tumors.
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