Sec Form 3 Filing - Park Sangwoo @ NKGen Biotech, Inc. - 2023-09-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Park Sangwoo 2. Issuer Name and Ticker or Trading Symbol NKGen Biotech, Inc. [ NKGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O NKGEN BIOTECH, INC., 3001 DAIMLER STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2023 (Street) SANTA ANA, CA92705 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12,620,612 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Stock 397,378 D ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 6.67 ( 6 ) 02/02/2033 Common Stock 735,467 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 6 ) 5.0/8.0% Convertible Senior Notes due 2027 (right to buy) $ 10 ( 7 ) ( 8 ) 09/29/2023 09/28/2028 Common Stock 1,000,000 ( 7 ) ( 8 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 7 ) ( 8 ) Warrant (right to buy) $ 11.5 10/29/2023 09/29/2028 Common Stock 1,000,000 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Park Sangwoo C/O NKGEN BIOTECH, INC. 3001 DAIMLER STREET SANTA ANA, CA92705 X X See Remarks NKMAX Co., Ltd. 3001 DAIMLER STREET SANTA ANA, CA92705 X Signatures /s/ Pierre Gagnon, Attorney-in-fact 10/06/2023 Signature of Reporting Person Date /s/ Pierre Gagnon, Attorney in fact 10/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is filed by NKMax Co., Ltd ("NKMax") and Sangwoo Park ("Mr. Park"). The foregoing persons are hereinafter sometimes referred to as the "Reporting Persons." Mr. Park may be deemed to beneficially own the reported securities by virtue of the fact that Mr. Park has voting and dispositive control over the Issuer's securities held by NKMax. ( 2 )The filing of this statement should not be construed as an admission that Mr. Park is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities held by NKMax except to the extent of his pecuniary interest therein. ( 3 )Mr. Park was elected as a member of the board of directors of the Issuer effective immediately after the Effective Time (as defined in the Business Combination Agreement, dated April 14, 2023 (the "Business Combination Agreement"), by and among the Issuer, Austria Merger Sub, Inc., and NKGen Biotech, Inc.). ( 4 )As of the date hereof, NKMax owns 12,620 shares of Common Stock and Mr. Park owns 397,378 shares of Common Stock, and such shares were acquired by the Reporting Persons prior to Mr. Park joining the board of directors of the Issuer (as described in footnote (3) above). ( 5 )These shares are owned directly by Sangwoo Park. ( 6 )In connection with the Closing (as defined in the Business Combination Agreement) and prior to Mr. Park joining the board of directors of the Issuer, Mr. Park exchanged his option to acquire shares of common stock of NKGen Biotech, Inc. for an option to acquire shares of the Issuer. The shares underlying the option vest as follows: One-fourth (1/4th) of the shares subject to the option shall vest on the one-year anniversary of the Vesting Commencement Date of February 3, 2022, and 1/36th of the remaining shares shall vest each month thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date. ( 7 )In connection with the Closing (as defined in the Business Combination Agreement) and prior to Mr. Park joining the board of directors of the Issuer, NKMax entered into a securities purchase agreement with the Issuer pursuant to which the Issuer agreed to issue and sell to NKMax (i) $10.0 million aggregate principal amount of 5.0% / 8.0% convertible senior notes due 2027 (the "Convertible Notes"), and (ii) one warrant for each of the 1,000,000 shares of Common Stock underlying the Convertible Notes, each such warrant entitled its holder to purchase one share of Common Stock at an exercise price of $11.50 per share subject to customary anti-dilution and other adjustments. ( 8 )At the election of NKMax, the Convertible Notes are convertible into shares of Common Stock of the Issuer at an initial conversion ratio of 100 shares of Common Stock per $1,000 of principal amount of Convertible Notes, subject to customary anti-dilution and other adjustments. NKMax can elect to convert at the Convertible Notes at any time until 5:00 p.m. ET on September 28, 2027. The Convertible Notes will accrue interest at a rate per annum, at the Issuer's election, equal to (a) 5.0% payable in cash, or (b) 8.0% as paid-in-kind interest, added to the aggregate principal amount of the Convertible Notes on the date such interest would otherwise be due. Paid-in-kind interest shall apply unless otherwise elected by the Issuer.

Remarks: NKMax may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Park currently serves on the board of directors of the Issuer. See Exhibit 24 - Power of Attorney.See attached Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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