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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): September 21, 2023
GRAF ACQUISITION CORP. IV
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-40427 |
|
86-2191918 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification
No.) |
1790 Hughes Landing Blvd., Suite 400
The Woodlands, Texas 77380
(Address of principal executive offices, including zip code)
(713) 489-1772
(Registrant’s telephone number, including
area code )
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| x | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each
exchange on which
registered |
Units, each consisting of one share of common stock and one-fifth of one redeemable warrant |
|
GFOR.U |
|
The New York Stock Exchange |
Common stock, par value $0.0001 per share |
|
GFOR |
|
The New York Stock Exchange |
Redeemable warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 |
|
GFOR. WS |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
As
previously announced, Graf Acquisition Corp. IV, a Delaware corporation (“Graf”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”), with Austria Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Graf
(“Merger Sub”), and NKGen Biotech, Inc., a Delaware corporation (“NKGen”), pursuant to which, subject to the satisfaction
or waiver of certain conditions set forth therein, Merger Sub will merge with and into NKGen (the “Merger”), with NKGen surviving
the Merger in accordance with the Delaware General Corporation Law as a wholly-owned subsidiary of Graf (the Merger, together with the
other transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Business Combination”).
A&R
Sponsor Support and Lockup Agreement
In
connection with the Business Combination, on September 21, 2023, Graf, Graf Acquisition Partners IV, LLC, NKGen and certain directors
of Graf entered into an Amended and Restated Sponsor Support and Lockup Agreement (the “A&R Sponsor Support and Lockup Agreement”)
to clarify that, in the event there is a sale of the post-Business Combination company, then immediately prior
to the consummation of such sale, the calculated Acquiror Sale Price (as defined in the A&R Sponsor Support and Lockup Agreement)
will take into account the number of Deferred Founder Shares (as defined in the A&R Sponsor Support and Lockup Agreement) that will
vest upon a change in control. As a result of the A&R Sponsor Support and Lockup Agreement, the Deferred Founder Shares are expected to be accounted
for as an equity-linked instrument at the closing of the Business Combination.
The
description of the A&R Sponsor Support and Lockup Agreement contained herein is not intended to be complete and is qualified in its
entirety by reference to the full text of the A&R Sponsor Support and Lockup Agreement, which is attached as Exhibit 10.1 hereto and
is incorporated herein by reference.
Item 8.01 Other Events.
On September 22, 2023, Graf
issued a press release announcing that on September 20, 2023, it adjourned, without conducting any business, the special meeting of its
stockholders to be held to approve, among other things, the previously announced Business Combination (the “Special Meeting”).
The Special Meeting will be reconvened at 4:00 p.m., Eastern time, on September 25, 2023. The Special Meeting will still be held virtually
at https://www.cstproxy.com/grafiv/sm2023. The Company has decided to adjourn the Special Meeting once again to provide additional time to continue its efforts to obtain additional
financing, which may be in the form of equity, debt, grants or other equity-linked securities or derivatives, in connection with the Business
Combination.
A copy of the press release
issued by Graf is attached as Exhibit 99.1 and is incorporated herein by reference.
Important Information and Where to Find It
The proposed Business Combination
will be submitted to stockholders of Graf for their consideration at the Special Meeting. Graf has filed a registration statement on Form
S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the proposed
Business Combination, which includes both a prospectus with respect to the securities of the post-combination company (“New NKGen”)
to be issued in connection with the proposed Business Combination and a proxy statement that was distributed to Graf’s stockholders
in connection with Graf’s solicitation of proxies for the vote by its stockholders at the Special Meeting. The Registration Statement
was declared effective by the SEC and Graf mailed the definitive proxy statement/prospectus (as supplemented, the “definitive proxy
statement/prospectus”) to its stockholders as of the record date established for voting on the proposed Business Combination. Graf
urges its investors, stockholders and other interested persons to read the definitive proxy statement/prospectus, as well as other documents
filed by Graf with the SEC, because these documents contain important information about Graf, NKGen and the proposed Business Combination.
Stockholders may obtain a copy of the definitive proxy statement/prospectus, as well as other documents filed with the SEC regarding the
proposed Business Combination and other documents filed by Graf with the SEC, without charge, at the SEC’s website located at www.sec.gov
or by directing a request to: Graf Acquisition Corp. IV, 1790 Hughes Landing Blvd., Suite 400, The Woodlands, TX 77380.
Participants in the Solicitation
Graf and NKGen and their respective
directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed Business Combination
under the rules of the SEC. Information about the directors and executive officers of Graf is set forth in the definitive proxy statement/prospectus.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Graf stockholders
in connection with the proposed Business Combination is set forth in the definitive proxy statement/prospectus. Stockholders, potential
investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment
decisions. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form
8-K (this “Current Report”) shall not constitute a proxy statement or a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed Business Combination and shall not constitute an offer to sell or a solicitation
of an offer to buy any securities, nor shall there be any sale of securities, in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Forward-Looking Statements
This Current Report includes
forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation
Reform Act of 1995. These statements may be preceded by, followed by or include the words “believes,” “estimates,”
“anticipates,” “expects,” “projects,” “forecasts,” “outlook,” “future,”
“further,” “may,” “will,” “potential,” “should,” “seeks,” “seems,”
“targets,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions.
These statements are based on the beliefs and assumptions of the management of Graf and NKGen. These forward-looking statements are not
guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and
other important factors, including changes in domestic and foreign business, market, financial, political and legal conditions, many of
which are outside the control of the parties, that could cause actual results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors that may affect actual results or outcomes include, among others, the inability of the
parties to successfully or timely consummate the proposed Business Combination; the failure to satisfy the conditions to the consummation
of the proposed Business Combination, including but not limited to the approval of the merger agreement by Graf’s stockholders,
the satisfaction of the minimum cash condition, the compliance with the acquiror closing cash amount and the receipt of certain governmental
and regulatory approvals; the inability to obtain any PIPE investments; the inability to raise or obtain sufficient funds to continue
NKGen’s operations through the consummation of the proposed Business Combination; the inability to recognize the anticipated benefits
of the proposed Business Combination; the amount of redemption requests made by Graf’s public stockholders; the occurrence of any
event, change or other circumstance that could give rise to the termination of the merger agreement, and the ability to maintain the listing
of New NKGen’s securities on a national securities exchange; and those factors discussed under the heading “Risk Factors”
in the Registration Statement and other documents of Graf filed, or to be filed, with the SEC. New risk factors emerge from time to time
and it is not possible to predict all such risk factors, nor can Graf or NKGen assess the impact of all such risk factors on the businesses
of Graf and NKGen prior to the proposed Business Combination, and New NKGen following the proposed Business Combination, or the extent
to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking
statements. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements
attributable to Graf or NKGen or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary
statements. Graf and NKGen prior to the proposed Business Combination, and New NKGen following the proposed Business Combination, undertake
no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
GRAF ACQUISITION CORP. IV |
|
|
|
|
|
By: |
/s/ James A. Graf |
|
|
Name: |
James A. Graf |
|
|
Title: |
Chief Executive Officer |
Date: September 22, 2023
Exhibit 10.1
AMENDED AND RESTATED
SPONSOR SUPPORT AND LOCKUP AGREEMENT
This Amended and Restated
Sponsor Support and Lockup Agreement (this “Agreement”), dated as of September 21, 2023, is made and entered
into by and among Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Graf Sponsor”), Graf
Acquisition Corp. IV, a Delaware corporation (“Acquiror”), NKGen Biotech, Inc., a Delaware corporation (the “Company”)
and solely with respect to Section 1.4, Section 1.5, Section 1.6, Section 1.7, Section 1.8,
Section 1.9, Section 1.10, ARTICLE II and ARTICLE III, the Persons set forth on Schedule
I hereto (each, an “Insider” and, together with the Graf Sponsor, the “Insiders”). Acquiror,
the Insiders and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes
individually referred to herein as a “Party”. This Agreement amends and restates the Sponsor Support and Lockup Agreement,
dated as of April 14, 2023, entered into among the parties hereto. Unless otherwise defined in Section 3.1, capitalized
terms used herein and not otherwise defined, shall have the meanings ascribed to such terms in the Merger Agreement.
RECITALS
WHEREAS, as of the date hereof,
the Insiders collectively are the holders of record and the beneficial owners (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of, in the aggregate, (i) 4,290,375 shares of common stock, par value $0.0001 per share, of Acquiror, which were
purchased by the Graf Sponsor in a private placement prior to the Acquiror’s initial public offering (including 80,000 of such shares
transferred by Graf Sponsor to the other Insiders listed on Schedule 1 (the “Founder Shares”), 6,800 Acquiror
Units (which shall constitute Covered Securities), and (iii) 4,721,533 Private Placement Warrants (such Private Placement Warrants
constituting all of the total Private Placement Warrants outstanding), in each case, in the names and denominations as listed on Schedule
I hereto, and in accordance with Section 2.4(b) (the Founder Shares, Covered Securities and such Private Placement
Warrants, collectively, the “Owned Securities”);
WHEREAS, contemporaneously
with the Parties’ execution and delivery of this Agreement, Acquiror, Austria Merger Sub, Inc., a Delaware corporation and
a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and the Company have entered into an Agreement and Plan
of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger
Agreement”), pursuant to which, among other things, at the Effective Time, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving corporation in the Merger and as a wholly owned Subsidiary of Acquiror; and
WHEREAS, as an inducement
to Acquiror, Merger Sub and the Company to enter into the Merger Agreement and to consummate the transactions contemplated thereby, the
Parties desire to agree to certain matters as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration
of the foregoing and the representations, warranties, covenants and agreements set forth herein, the Parties, intending to be legally
bound, hereby agree as follows:
Article I
COVENANTS AND AGREEMENTS
Section 1.1 Graf
Sponsor Vesting and Forfeiture.
(a) The
restrictions to and treatment of certain Founder Shares held by the Graf Sponsor in this Section 1.1 shall only apply to the
Graf Sponsor and not to any other Insider. For clarity, this Section 1.1 shall be void ab initio and of no force or
effect if this Agreement is terminated in accordance with Section 3.3.
(b) The
Graf Sponsor hereby irrevocably agrees that, at (and subject only to the occurrence of) the Closing, the Deferred Founder Shares will
become restricted shares and will be subject to the vesting conditions set forth in Section 1.1(d).
(c) The
Deferred Founder Shares will be designated as follows: (i) the Tranche III Founder Shares will be subject to the vesting conditions
specified in Section 1.1 (d)(i) and (ii) the Tranche IV Founder Shares will be subject to the vesting conditions
specified in Section 1.1 (d)(ii).
(d) The
Deferred Founder Shares will be subject to the following vesting conditions:
(i) If,
at any time during the Vesting Period, the Trading Price is greater than or equal to $14.00, the Tranche III Founder Shares will immediately
vest and no longer be subject to the vesting conditions provided in this Section 1.1 (d)(i).
(ii) If,
at any time during the Vesting Period, the Trading Price is greater than or equal to $16.00, the Tranche IV Founder Shares will immediately
vest and no longer be subject to the vesting conditions provided in this Section 1.1 (d)(ii).
(e) The
number of the Tranche III Founder Shares and the Tranche IV Founder Shares shall be equitably adjusted for any stock dividend, subdivision,
reclassification, recapitalization, split, combination or exchange of shares, or any similar event affecting Acquiror Common Stock after
the date hereof.
(f) For
the avoidance of doubt, Section 1.1 (d)(i) and Section 1.1 (d)(ii) shall apply cumulatively and if the
vesting conditions applicable to more than one of Section 1.1 (d)(i) or Section 1.1 (d)(ii) have been
satisfied at any time, then all of the Deferred Founder Shares subject to such satisfied vesting conditions will immediately vest and
no longer be subject to the vesting conditions provided in Section 1.1(d).
(g) In
the event that there is an Acquiror Sale during the Vesting Period, then, immediately prior to (but subject to) the consummation of the
Acquiror Sale, to the extent that the holders of Acquiror Common Stock receive an Acquiror Sale Price that is (i) less than $14.00,
all of the Deferred Founder Shares shall be deemed forfeited and cancelled for no consideration, (ii) greater than or equal to $14.00,
but less than $16.00, all of the Tranche III Founder Shares shall become fully vested and all of the Tranche IV Founder Shares shall be
deemed forfeited and cancelled for no consideration and (iii) greater than or equal to $16.00, all of the Deferred Founder Shares
shall become fully vested. For the avoidance of doubt, if any Deferred Founder Shares become vested in accordance with this Section 1.1(g),
the holders of such Deferred Founder Shares will be eligible to participate in such Acquiror Sale with respect to such vested Deferred
Founder Shares on the same terms, and subject to the same conditions, as the holders of Acquiror Common Stock in such Acquiror Sale.
(h) For
so long as any Deferred Founder Share remains subject to the vesting conditions specified in Section 1.1(d), (i) the
holder thereof will not be entitled to exercise the voting rights carried by such Deferred Founder Share and (ii) the holder thereof
will not be entitled to receive any dividends or other distributions in respect of such Deferred Founder Share; provided, that
any dividends or distributions paid or made in respect of such Deferred Founder Share will be retained by Acquiror and invested as and
to the extent determined by Acquiror, and such dividends or distributions (together with any earnings thereon) will be paid or made to
the holder of such Deferred Founder Share only when and to the extent that such Deferred Founder Share vests in accordance with Section 1.1
(d).
(i) If,
upon the expiration of the Vesting Period, the vesting of any of the Deferred Founder Shares has not occurred, then the applicable Deferred
Founder Shares that failed to vest pursuant to Section 1.1 (d) or Section 1.1(g), will be forfeited to Acquiror
for no consideration, and no Person (other than Acquiror) will have any further right with respect thereto.
(j) Graf
Sponsor agrees that it shall not Transfer any Deferred Founder Shares, until after its applicable vesting in accordance with Section 1.1
(d) or Section 1.1(g). Graf Sponsor acknowledges and agrees that during the Vesting Period, until such Deferred Founder
Shares become fully vested in accordance with Sections 1.1(d) or (g) Acquiror shall issue stop-transfer instructions
to its Transfer Agent with respect to the applicable Deferred Founder Shares and Acquiror shall not be required to (a) transfer on
its books any Deferred Founder Shares that have been sold or otherwise transferred in violation of this Agreement or (b) treat as
owner of such shares, or to accord the right to vote or pay dividends, to any purchaser or other transferee to whom such shares have been
so transferred.
Section 1.2 Restrictions
on Transfer.
(a) Without
limiting any transfer restrictions applicable to (i) Deferred Founder Shares as described in Section 1.1, (ii) lockup
obligations described in the Letter Agreement applicable to each Insider other than the Graf Sponsor and (iii) lockup obligations
restricting the Private Placement Warrants as described in the Letter Agreement: (i) with respect to the Tranche I Founder Shares,
from the Closing Date until the earliest of (A) 12 months after the Closing and (B) the occurrence of the First Early Release
Event, the Graf Sponsor (and any other Person to which any of Tranche I Founder Shares is Transferred as permitted by this Section 1.2)
shall not, directly or indirectly, Transfer any of its Tranche I Founder Shares legally or beneficially owned by it, (ii) with respect
to the Tranche II Founder Shares, from the date hereof until the earliest of (A) 24 months after the Closing and (B) the occurrence
of the Second Early Release Event, the Graf Sponsor (and any other Person to which any of Tranche II Founder Shares is Transferred as
permitted by this Section 1.2) shall not, directly or indirectly, Transfer any of its Tranche II Founder Shares legally or beneficially
owned by it, (iii) with respect to the Tranche III Founder Shares (to the extent such shares become fully vested in accordance with
Section 1.1(d)(i) or Section 1.1(g)), the Graf Sponsor (and any other Person to which any of such vested
Tranche III Founder Shares is Transferred as permitted by this Section 1.2) shall not, directly or indirectly, Transfer any of its
Tranche III Founder Shares legally or beneficially owned by it until thirty (30) days following the date upon which such Tranche III Founder
Shares become fully vested in accordance with Section 1.1(d)(i) or Section 1.1(g) and (iv) with
respect to the Tranche IV Founder Shares (to the extent such shares become fully vested in accordance with Section 1.1(d)(ii) or
Section 1.1(g)), the Graf Sponsor (and any other Person to which any of such vested Tranche IV Founder Shares is Transferred
as permitted by this Section 1.2) shall not, directly or indirectly, Transfer any of its Tranche IV Founder Shares legally or beneficially
owned by it until thirty (30) days following the date upon which such Tranche IV Founder Shares become fully vested in accordance with
Section 1.1(d)(ii) or Section 1.1(g); provided, that Graf Sponsor will be permitted to Transfer its
Tranche I Founder Shares, Tranche II Founder Shares, Tranche III Founder Shares and Tranche IV Founder Shares (1) as required or
expressly and affirmatively permitted by the Merger Agreement or (2) in accordance with Section 1.3. In the event that
Graf Sponsor (or any other Person to which any of its Tranche I Founder Shares, Tranche II Founder Shares, Tranche III Founder Shares
or Tranche IV Founder Shares is Transferred as described in the immediately foregoing sentence) Transfers any of the foregoing Founder
Shares prior to the Closing, Acquiror shall amend Schedule I hereto promptly thereafter (and, in any event, prior to the Closing)
to reflect such Transfer.
(b) The
Parties acknowledge and agree that (i) notwithstanding anything to the contrary herein, all Owned Securities beneficially owned by
Graf Sponsor (or any Person to which any Owned Securities is Transferred) will remain subject to any restrictions on Transfer under all
applicable securities laws and all rules and regulations promulgated thereunder, and (ii) any purported Transfer of any Owned
Securities in violation of this Agreement will be null and void ab initio.
Section 1.3 Exceptions
to Restrictions on Transfer. Notwithstanding anything to the contrary in Section 1.2(a), Graf Sponsor will be permitted
to Transfer any Owned Securities (provided, in the case of its Deferred Founder Shares, for so long as such Deferred Founder Shares are
subject to the vesting conditions specified in Section 1.1) as follows:
(a) to
any of Acquiror’s officers or directors, any affiliate or family member of any of the Acquiror’s officers or directors, any
affiliate of the Insider or to any members of the Insider or any of their affiliates;
(b) by
virtue of the laws of the State of Delaware or the Insider’s limited liability company agreement upon dissolution of the Insider;
or
(c) in
connection with any Transfers to third parties as mutually agreed by Acquiror and the Company.
provided, however, that in the case of
any Transfer pursuant to any of the foregoing clauses (a) through (c), these permitted transferees must enter into a written agreement
with the Acquiror agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement. Notwithstanding
anything to the contrary herein, in the event that Graf Sponsor Transfers any of its Deferred Founder Shares pursuant to Section 1.3(c),
the vesting and forfeiture conditions in Section 1.1 applicable to such Deferred Founder Shares may be amended with the prior
written consent of Acquiror and the Company.
Section 1.4 Sponsor
Support Agreements; Waiver of Anti-Dilution.
(a) Each
Insider hereby irrevocably and unconditionally agrees, solely in its, his or her capacity as an equityholder of Acquiror, that, unless
this Agreement has been validly terminated in accordance with Section 3.3, at any meeting of the shareholders of Acquiror
(whether annual or special, however called and including any adjournment or postponement thereof), or in any other circumstance in which
the vote, consent or other approval of the shareholders of Acquiror is sought, each Insider will, and will cause any other holder of record
of any of such Insider’s voting Owned Securities:
(i) to
appear at each such shareholder meeting or otherwise cause all of such Insider’s voting Owned Securities to be counted as present
at such shareholder meeting for purposes of establishing a quorum;
(ii) to
vote, or cause to be voted, at such shareholder meeting (or, as applicable, validly execute and deliver and take all other action necessary
to grant legally effective consent to any action by written consent of the shareholders of Acquiror) all of the Insider’s voting
Owned Securities owned as of the record date for such meeting (or, as applicable, the date that any written consent is executed by the
shareholders of Acquiror), in favor of each of the Proposals; and
(iii) to
vote, or cause to be voted, at such shareholder meeting (or, as applicable, take all action necessary to withhold consent to any action
by written consent of the shareholders of Acquiror) all of such Insider’s voting Owned Securities owned as of the record date for
such meeting (or, as applicable, the date that any written consent is executed by the shareholders of Acquiror), against: (A) any
Business Combination Proposal, any proposal related to a Business Combination Proposal or any action that is likely to result in a breach
of Section 7.11 of the Merger Agreement by Acquiror, and (B) any merger agreement or merger (other than the Merger Agreement
and the Merger), consolidation, sale of substantial assets, combination, reorganization, recapitalization, dissolution, liquidation or
winding up of or by Acquiror; (C) any action that would result in a breach of Section 7.03 of the Merger Agreement resulting
in the change in the business of Acquiror (other than in connection with the Proposals); (D) any other action that would reasonably
be expected to materially impede, interfere with, delay, nullify, postpone or adversely affect (I) any provision of this Agreement,
the Merger Agreement, any of the Proposals, (II) any transaction contemplated by the Merger Agreement or any ancillary agreement
or (III) to the knowledge of such Insider, result in any breach in any respect of any representation, warranty, covenant, agreement
or other obligation of Acquiror or Merger Sub under the Merger Agreement; (D) any action that is likely to result in any of the conditions
set forth in Article IX of the Merger Agreement not reasonably being fulfilled and (E) any action that would result in the change
in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Acquiror.
The obligations of the Insiders
specified in this Section 1.4(a) will apply whether or not any of the Proposals is recommended by the Acquiror Board
and whether or not the Acquiror Board has previously recommended any of the Proposals but changed such recommendation.
(b) The
Insiders hereby irrevocably and unconditionally agree not to elect to redeem any share of Acquiror Common Stock in the Redemption (whether
such Redemption is related to an Extension or approval of the Merger) or otherwise.
(c) From
the date hereof until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 3.3,
the Insiders will comply with and fully perform all of its covenants and agreements set forth in the Letter Agreement, and the Insiders
shall not amend, restate, supplement or otherwise modify, or cause Acquiror to amend, restate, supplement or otherwise modify or waive,
any provision of the Letter Agreement without the prior written consent of the Company.
(d) The
Insiders hereby irrevocably waives (for itself and for its successors and assigns), to the fullest extent permitted by law and the organizational
documents of the Acquiror Parties, anti-dilution protection provisions, if any.
Section 1.5 No
Inconsistent Agreement. Each Insider hereby represents and covenants that such Insider has not entered into, and will not enter into,
any agreement that would restrict, limit or interfere with the performance of such Insider’s obligations hereunder.
Section 1.6 Permitted
Disclosure. Each Insider hereby authorizes each of the Company and Acquiror to publish and disclose, in any announcement, filing or
disclosure required to be made by any Governmental Order or other applicable Law or the rules of any national securities exchange
or as requested by the SEC, the Insider’s identity and ownership of Owned Securities and such Insider’s obligations under
this Agreement.
Section 1.7 Non-Solicitation.
From the date hereof until the earlier of (i) the Closing or (ii) the valid termination of this Agreement pursuant to Section 3.3,
each Insider will not, subject to Section 3.11, and will instruct and use reasonable best efforts to cause its Representatives
not to, whether directly or indirectly, (A) take any action to solicit, initiate, continue or engage in discussions or negotiations
with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any Person
(other than the Company, its shareholders and/or any of their Affiliates or Representatives), concerning, relating to or which is intended
or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating
to any Business Combination, (B) make any proposal or offer that constitutes a Business Combination Proposal, other than with the
Company, its shareholders and their respective Affiliates and Representative or (C) enter into any acquisition agreement, business
combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle,
or any other agreement relating to a Business Combination Proposal, in each case that is binding on Acquiror. From and after the date
hereof, each Insider will, and will instruct and cause its Representatives, its Affiliates and their respective Representatives to, immediately
cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to a Business Combination Proposal
(other than the Company and its Representatives with respect to Acquiror).
Section 1.8 Conflicts
to Letter Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Letter Agreement, the provisions
of the Agreement shall control.
Section 1.9 No
Litigation. Each Insider further agrees not to commence or participate in, and to take all actions necessary to opt out of any class
in any class action with respect to, any action or claim, derivative or otherwise, against the Company, the Company’s Affiliates,
the Acquiror or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Agreement, the
Merger Agreement (including the calculation of the Company Equity Value and the resulting Merger Consideration) or the consummation of
the transactions contemplated hereby and thereby except for any action to enforce such Insider’s rights under each instrument and
ancillary agreement to the Merger Agreement to which such Insider is a party to. Each Insider further agrees not to assert, exercise or
perfect, directly or indirectly, and irrevocably and unconditionally waives, any appraisal rights afforded under applicable Law with respect
to the Merger and rights to dissent with respect to the Merger.
Section 1.10 New
Securities. In the event that (a) any shares of Acquiror Common Stock, Private Placement Warrants or other Covered Securities
are issued to an Insider after the date of this Agreement, (b) any Insider purchases or otherwise acquires beneficial ownership of
any shares of any shares of Acquiror Common Stock, Private Placement Warrants or other Covered Securities after the date of this Agreement,
or (c) any Insider acquires the right to vote or share in the voting of any shares of any shares of Acquiror Common Stock, Private
Placement Warrants or other Covered Securities after the date of this Agreement (such new securities described collectively in the foregoing
clauses (a) through (c), the “New Securities”), then such New Securities issued to, or acquired or purchased by,
such Insider shall be subject to the terms of this Agreement to the same extent as if they constituted Owned Securities by such Insider
as of the date hereof, including, in the case of the Graf Sponsor, the restrictions contained in Section 1.2.
Article II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations
and Warranties of the Insiders. Each Insider represents and warrants to Acquiror and the Company (solely with respect to itself, himself
or herself and not with respect to any other Insider) as follows:
(a) Organization;
Due Authorization. If such Insider is not an individual, it is duly organized and validly existing under the Laws of the jurisdiction
in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby are within such Insider’s corporate, limited liability company or other organizational powers
and have been duly authorized by all necessary corporate, limited liability company or other organizational actions on the part of such
Insider. If such Insider is an individual, such Insider has full legal capacity, right and authority to execute and deliver this Agreement
and to perform his or her obligations hereunder. This Agreement has been duly executed and delivered by such Insider and, assuming due
authorization, execution and delivery by the other Parties, this Agreement constitutes a legally valid and binding obligation of such
Insider, enforceable against such Insider in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws,
other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance
and other equitable remedies).
(b) Ownership.
Such Insider is the sole holder of record and beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of, and has good title to, all of such Insider’s (i) Founder Shares opposite such Insider’s name, in the column titled
“Founder Shares”, (ii) to the extent applicable, Covered Securities, opposite such Insider’s name, in the column
titled “Covered Securities” and (iii) in the case of the Graf Sponsor, the number of Private Placement Warrants set forth
opposite the Graf Sponsor’s name, in the column titled “Private Placement Warrants”, and there exist no Liens or any
other limitation or restriction affecting any of such Owned Securities (including any restriction on the right to vote, sell or otherwise
dispose of any of such Owned Securities), other than pursuant to (i) this Agreement, (ii) Acquiror Organizational Documents,
(iii) the Merger Agreement, (iv) the Letter Agreement or (v) applicable securities Laws. As of the date hereof, the aggregate
amount of Founder Shares and Private Placement Warrants listed at the bottom of Schedule I are all of the total Founder Shares
and Private Placement Warrants outstanding and no other Person, other than those listed on Schedule I and subject to Section 1.3,
has any record or “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or title
to any Founder Shares outstanding. As of the date hereof, such Insider does not own of record or beneficially (or have any right, option
or warrant to acquire) any Equity Security of Acquiror (or any indebtedness convertible into or exercisable or exchangeable for any Equity
Security of Acquiror), other than the Insider’s Owned Securities. Except pursuant to this Agreement, such Insider’s Owned
Securities are not subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Owned Securities.
(c) No
Conflicts. The execution and delivery of this Agreement by such Insider does not, and the performance by such Insider of its, his
or her obligations hereunder will not, (i) if such Insider is not an individual, conflict with or result in a violation of the organizational
documents of the Insider or (ii) require any consent, waiver or approval that has not been given or other action that has not been
taken by any Person (including under any Contract binding upon such Insider or such Insider’s Owned Securities), the absence of
which consent, waiver or approval, or omission of which action, would prevent, enjoin or materially delay the performance by the Insider
of its obligations under this Agreement.
(d) Litigation.
As of the date hereof, there are no Actions pending against such Insider or, to the knowledge of such Insider, threatened against the
Insider that challenges all or any part of this Agreement or any of the transactions contemplated hereby, or that seeks to, or would reasonably
be expected to, prevent, enjoin or materially delay the performance by such Insider of its, his or her obligations under this Agreement.
(e) Brokerage
Fees. Except as disclosed in Section 5.09 of the Schedules of Acquiror, no financial advisor, investment banker, broker, finder
or other similar intermediary is entitled to any fee or commission in connection with the Merger Agreement, this Agreement or any other
ancillary agreement, or any of the transactions contemplated hereby or thereby, in each case, based upon any agreement or arrangement
made by, or, to the knowledge of such Insider, on behalf of, the Insider for which Acquiror, the Company or any of the Company’s
Subsidiaries would have any obligation.
(f) Affiliate
Arrangements. Except as disclosed in the prospectus, dated May 20, 2021, filed in connection with Acquiror’s initial public
offering, neither such Insider nor any of its, his or her Affiliates or any member of its immediate family (i) is party to, or has
any rights with respect to or arising from, any material Contract with Acquiror or any of its Subsidiaries or (ii) is (or will be)
entitled to receive from Acquiror, the Company or any of their respective Subsidiaries any finder’s fee, reimbursement, consulting
fee, monies or consideration in the form of equity in respect of any repayment of a loan or other compensation prior to, or in connection
with the consummation of Acquiror’s initial Business Combination (regardless of the type or form of such transaction, but including,
for the avoidance of doubt, the Merger).
(g) Acknowledgment.
Such Insider has read this Agreement and has had the opportunity to consult with its tax, legal and other advisors regarding this Agreement
and the transactions contemplated hereby. Such Insider understands and acknowledges that teach of Acquiror, Merger Sub and the Company
is entering into the Merger Agreement was conditioned upon, in reliance on and materially induced by each Insider’s execution and
delivery of this Agreement and performance of its obligations hereunder.
Article III
MISCELLANEOUS
Section 3.1 Definitions.
(a) As
used in this Agreement, the following terms shall have the following meanings:
“Acquiror”
has the meaning set forth in the preamble hereto.
“Acquiror Sale”
means (a) any transaction or series of related transactions (whether by merger, consolidation, tender offer, exchange offer, stock
transfer or otherwise) that (A) results in any Third-Party Purchaser acquiring beneficial ownership, directly or indirectly, of Equity
Securities of Acquiror that represent more than 50% of (i) the issued and outstanding Acquiror Common Stock or the Equity Securities
of the Company or (B) in which holders of Equity Securities of Acquiror own less than 50% of the surviving entities’ (or direct
or indirect parent of surviving entities’) Equity Securities immediately after the transaction, or (ii) the combined voting
power of the then-outstanding voting Equity Securities of Acquiror, or (b) any sale, transfer or other disposition to a Third-Party
Purchaser of all or substantially all of the assets (by book value), of Acquiror and its Subsidiaries on a consolidated basis based on
the most recent annual audited financial statements of Acquiror (other than licensing, partnering or similar transactions in the ordinary
course of business).
“Acquiror Sale Price”
means the price per share of Acquiror Common Stock paid or payable to the holders of outstanding Acquiror Common Stock in an Acquiror
Sale, inclusive of the net present value of any contingent deferred purchase price or earnouts; provided that, if and to the extent such
price is payable in whole or in part in the form of consideration other than cash, the price for such non-cash consideration shall be
with respect to any securities, (i) pursuant to the methodology of valuation of securities in the definitive agreement for the Acquiror
Sale, (ii) if such methodology is not available, the volume weighted average of the closing prices of the sales of such securities
on all securities exchanges on which such securities are then listed over a period of at least 20 days (which days need not be consecutive)
out of 30 consecutive Trading Days ending on the Trading Day immediately prior to the date of determination, or (iii) in the absence
of (i) and if the information contemplated by the preceding clause (ii) is not practically available, then the fair value of
such securities as of the date of valuation. For the avoidance of doubt, the Acquiror Sale Price will be calculated on a basis that takes
into account the number of Deferred Found Shares that will potentially vest in connection with the Acquiror Sale.
as determined by an independent, nationally recognized
investment banking firm selected by the board of directors of Acquiror, on the basis of an orderly sale to a willing, unaffiliated buyer
in an arm’s-length transaction, taking into account all factors determinative of value as the investment banking firm determines
relevant (and giving effect to any transfer Taxes payable in connection with such sale).
“Agreement”
as the meaning set forth in the preamble hereto.
“Company”
has the meaning set forth in the preamble hereto.
“Covered Securities”
means for each Insider, excluding the Founder Shares and Private Placement Warrants, all other Equity Securities of Acquiror of which
such Insider acquires or acquired beneficial ownership (whether pursuant to any dividend, distribution, combination, split, subdivision,
conversion, exchange, transfer, sale, cancelation, repurchase, redemption, reclassification or other change to, or transaction in, any
Equity Security or otherwise).
“Deferred Founder Shares”
means the Tranche III Founder Shares and the Tranche IV Founder Shares (which such shares represent seventy percent (70%) of the total
Founder Shares held by Graf Sponsor as of the date of this Agreement) and that are neither Tranche I Founder Shares nor Tranche II Founder
Shares.
“First Early Release
Event” means that the Trading Price is greater than or equal to $14.00; provided, that the First Early Release Event
shall not occur no earlier than 180 days following the Closing.
“Graf Sponsor”
has the meaning set forth in the preamble hereto.
“immediate family”
has the meaning ascribed to such term in Rule 16a-1 promulgated under the Exchange Act.
“Investor”
and “Investors” have the meaning set forth in the preamble.
“Letter Agreement”
means the agreement entered into by and between Acquiror and J.P. Morgan Securities LLC and Oppenheimer & Co. Inc., as representatives
of the several underwriters, dated as of May 20, 2021, relating to the underwriting of Acquiror’s initial public offering.
“Merger Agreement”
has the meaning set forth in the recitals hereto.
“Owned Securities”
has the meaning set forth in the recitals hereto.
“Private Placement
Warrants” means (i) 4,433,333 Acquiror Warrants issued to the Insider substantially concurrently with Acquiror’s
initial public offering (the “Private Placement”) and (ii) 288,200 Acquiror Warrants issued to Graf Sponsor substantially
concurrently with Acquiror’s consummation of the second closing of the Private Placement, for a total of 4,721,533 Acquiror Warrants
issued to the Graf Sponsor.
“Second Early Release
Event” means that the Trading Price is greater than or equal to $14.00; provided, that the Second Early Release Event
shall not occur no earlier than 12 months following the Closing.
“Trading Day”
means any day on which shares of Acquiror Common Stock are actually traded on the principal securities exchange or securities market on
which shares of Acquiror Common Stock are then traded.
“Trading Price”
means the share price equal to the volume weighted average price of one share of Acquiror Common Stock as reported on NYSE (or any national
security exchange on which the shares of the Acquiror Common Stock are then listed) for a period of at least 20 days (which days need
not be consecutive) out of 30 consecutive Trading Days ending on the Trading Day immediately prior to the date of determination.
“Tranche I Founder
Shares” means 631,557 Founder Shares issued to Graf Sponsor (which such shares represents fifteen percent (15%) of the total
Founder Shares held by Graf Sponsor as of the date of this Agreement) and that are neither Deferred Founder Shares nor Tranche II Founder
Shares.
“Tranche II Founder
Shares” means 631,556 Founder Shares issued to Graf Sponsor (which such shares represents fifteen percent (15%) of the total
Founder Shares held by Graf Sponsor as of the date of this Agreement) and that are neither Deferred Founder Shares nor Tranche I Founder
Shares.
“Tranche III Founder
Shares” means 1,473,631 Founder Shares issued to Graf Sponsor (which such shares represents thirty five percent (35%) of the
total Founder Shares held by Graf Sponsor as of the date of this Agreement) and that are neither Tranche I Shares, Tranche II Shares nor
Tranche IV Shares.
“Tranche IV Founder
Shares” means 1,473,631 Founder Shares issued to Graf Sponsor (which such shares represents thirty five percent (35%) of the
total Founder Shares held by Graf Sponsor as of the date of this Agreement) and that are neither Tranche I Shares, Tranche II Shares nor
Tranche III Shares.
“Transfer”
means the (x) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and
regulations of the SEC promulgated thereunder with respect to, any Owned Securities, (y) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Owned Securities, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (z) public announcement of any intention to
effect any transaction specified in clause (x) or (y).
“Vesting Period”
means the period from the Closing Date until the 5th anniversary of the Closing.
Section 3.2 Construction.
This Agreement and all of its provisions shall be interpreted in accordance with Section 1.02 of the Merger Agreement, the provisions
of which are incorporated herein by reference as if set forth herein, mutatis mutandis.
Section 3.3 Termination.
This Agreement and all of its provisions shall automatically terminate and be of no further force or effect upon the earlier of (a) the
termination of the Merger Agreement in accordance with its terms or (b) as mutually agreed in writing by the Parties in accordance
with Section 3.8. Upon any valid termination of this Agreement, all obligations of the Parties hereunder shall terminate, without
any debt, liability, obligation, guaranty, loss, damage, claim, demand, action, cause of action, cost, deficiency, penalty or expense,
in each case, whether based in contract, tort, equity or otherwise, and whether direct or indirect, absolute or contingent, accrued or
unaccrued, matured or unmatured or otherwise (“Liability”) or other obligation on the part of any Party to any Person
in respect of this Agreement or the transactions contemplated hereby, and no Person shall have any claim or right against any Party, whether
in contract, tort or otherwise, with respect to the subject matter hereof; provided that all obligations of the Parties under Section 1.4
and Section 1.7 of this Agreement shall terminate on the Closing Date; provided, however, that the termination
of this Agreement shall not relieve any Party from any Liability arising in respect of any breach of this Agreement prior to such termination.
This Article III shall survive the termination of this Agreement.
Section 3.4 Assignment.
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective heirs,
successors and permitted assigns. No Party may assign or delegate all or any part of this Agreement or any of the rights, benefits, obligations
or Liabilities hereunder (including by operation of Law) without the prior written consent of the other Parties.
Section 3.5 Amendment.
Subject to Section 3.3, this Agreement may not be amended, restated, supplemented or otherwise modified, except upon the execution
and delivery of a written agreement providing therefor by Acquiror, the Company, each Insider and any other Person to which any share
of Acquiror Common Stock or Private Placement Warrant has been Transferred in accordance with Section 1.2 and Section 1.3.
Section 3.6 Waiver.
No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies otherwise available to
the Parties. No waiver of any right, power or privilege hereunder shall be valid unless it is set forth in a written instrument executed
and delivered by the Party to be charged with such waiver.
Section 3.7 No
Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give
any Person, other than the Parties and their respective heirs, successors and permitted assigns, any right or remedy under or by reason
of this Agreement.
Section 3.8 Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered
in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service guaranteeing
overnight delivery or (iv) when e-mailed during normal business hours, provided no “bounceback” or notice of non- delivery
is received (and otherwise as of the immediately following Business Day), addressed as follows:
If to Acquiror prior to the Merger Effective Time, to:
Graf Acquisition Corp. IV
1790 Hughes Landing Blvd., Suite 400
The Woodlands, Texas, 77380
Attn: James A. Graf and Anthony Kuznik
E-mail: james@grafacq.com and tony@grafacq.com
and
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020-1095
Attn: James Hu and Elliott Smith
E-mail: james.hu@whitecase.com and elliott.smith@whitecase.com
If to Acquiror following the Merger Effective Time or to the
Company, to:
NKGen Biotech, Inc.
3001 Daimler Street
Santa Ana, CA 92705
Attn: Paul Song
E-mail: info@nkgenbiotech.com
with a copy to:
Cooley LLP
10265 Science Center Drive
San Diego, CA 92121
Attn: Rama Padmanabhan; Ken Rollins Email: rama@cooley.com;
krollins@cooley.com
If to the Insider, to the Insider’s
address set forth in Schedule I (which shall not constitute notice) to:
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Attn: James Hu and Elliott Smith
E-mail: james.hu@whitecase.com and elliott.smith@whitecase.com
Section 3.9 Other
Provisions. The provisions set forth in each of Sections 8.04 (Confidentiality; Publicity), 11.06 (Governing Law), 11.07
(Captions; Counterparts), 11.11 (Severability), 11.12 (Jurisdiction; Waiver of Trial By Jury) and 11.13 (Enforcement)
of the Merger Agreement are incorporated herein by reference as if set forth herein, mutatis mutandis; provided, that provisions
set forth in Sections 8.04 (Confidentiality; Publicity) of the Merger Agreement shall not apply to Alexandra Lebenthal, Anatolio
Benedicto (A.B.) Cruz III, Edwin J. Rigaud and Jeanne L. Manischewitz.
Section 3.10 Entire
Agreement. This Agreement and the Merger Agreement constitute the entire agreement and understanding of the Parties with respect to
the subject matter hereof and supersede all prior understandings, agreements and representations by or among the Parties hereto to the
extent they relate in any way to the subject matter hereof.
Section 3.11 Capacity
as a Shareholder. Notwithstanding anything herein to the contrary, each Insider signs this Agreement solely in such Insider’s
capacity as a shareholder of Acquiror, and not in any other capacity and this Agreement shall not limit or otherwise affect the actions
of such Insider or any Affiliate, employee or designee of such Insider or any of their respective Affiliates in his or her capacity, if
applicable, as an officer or director of Acquiror or any other Person.
Section 3.12 Enforcement.
The rights and remedies of the parties shall be cumulative with and not exclusive of any other remedy conferred hereby. The parties agree
that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement, including each Sponsor’s obligations to vote his, her or its Owned Shares
as provided in this Agreement (and each party hereby waives any requirement for the securing or posting of any bond in connection with
such remedy), this being in addition to any other remedy to which they are entitled at law or in equity.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, each of
the Parties has caused this Agreement to be duly executed as of the date first written above.
|
INSIDERS: |
|
|
|
GRAF ACQUISITION PARTNERS IV LLC |
|
|
|
By: |
/s/ James A. Graf |
|
|
Name: |
James A. Graf |
|
|
Title: |
Managing Member |
|
/s/ Alexandra Lebenthal |
|
Name: Alexandra Lebenthal |
|
|
|
/s/ Anatolio Benedicto (A.B.) Cruz III |
|
Name: Anatolio Benedicto (A.B.) Cruz III |
|
|
|
/s/ Edwin J. Rigaud |
|
Name: Edwin J. Rigaud |
|
|
|
/s/ Jeanne L. Manischewitz |
|
Name: Jeanne L. Manischewitz |
|
ACQUIROR: |
|
|
|
GRAF ACQUISITION CORP. IV |
|
|
|
By: |
/s/ James A. Graf |
|
|
Name: |
James A. Graf |
|
|
Title: |
Chief Executive Officer |
|
COMPANY: |
|
|
|
NKGEN BIOTECH, INC. |
|
|
|
|
|
By: |
/s/ Paul Y. Song |
|
|
Name: |
Paul Y. Song, MD |
|
|
Title: |
Chief Executive Officer |
Schedule I
Owned Securities
Holder |
Founder
Shares |
Covered
Securities |
Private
Placement
Warrants |
Graf Acquisition Partners IV LLC |
4,210,375 |
0 |
4,721,533 |
Alexandra Lebenthal |
20,000 |
0 |
0 |
Anatolio Benedicto (A.B.) Cruz III |
20,000 |
0 |
0 |
Edwin J. Rigaud |
20,000 |
0 |
0 |
Jeanne L. Manischewitz |
20,000 |
0 |
0 |
James A. Graf |
0 |
6,800 |
0 |
Total: |
4,290,375 |
6,800 |
4,721,533 |
Exhibit 99.1
Graf Acquisition Corp. IV Announces Adjournment
of Special Meeting
to Approve Business Combination with NKGen Biotech,
Inc. to September 25, 2023
THE WOODLANDS, Texas, September 22, 2023 –
Graf Acquisition Corp. IV (NYSE: GFOR, GFOR.U, GFOR WS) (the “Company” or “Graf”), announced today that on September
20, 2023, it adjourned, without conducting any business, the special meeting of its stockholders to be held to approve, among other things,
the previously announced business combination (the “Business Combination”) with NKGen Biotech, Inc. (“NKGen”
and such special meeting, the “Special Meeting”). The Special Meeting will be reconvened at 4:00 p.m., Eastern time, on September
25, 2023. The Special Meeting will still be held virtually at https://www.cstproxy.com/grafiv/sm2023. The Company has decided
to adjourn the Special Meeting once again to provide additional time to continue its efforts to obtain additional financing, which may
be in the form of equity, debt, grants or other equity-linked securities or derivatives, in connection with the Business Combination.
The Company also filed a supplement (the "Supplement")
to its definitive proxy statement/prospectus relating to the Special Meeting (the “Definitive Proxy Statement/Prospectus”)
that was initially filed on August 14, 2023, with the Securities and Exchange Commission (the “SEC”) today to disclose some
recent developments, including that NKGen waived the $50 million minimum cash condition under the agreement and plan of merger entered
into in connection with the Business Combination, as well as to add one new proposal to be voted on at the Special Meeting. As previously
announced, the Company has received enough votes to date via proxy to approve each of the proposals included in the original Definitive
Proxy Statement/Prospectus; however, the previously submitted proxy cards and voting instruction forms will not be voted on the
one new proposal. As a result, even if you have already voted your shares, we strongly encourage you to read the Supplement and vote
on the one new proposal. To vote on the one new proposal, you must vote the proxy card or voting information form distributed along with
the Supplement. The proxy card or voting instruction form distributed with the Definitive Proxy Statement/Prospectus remains valid
with respect to the other proposals presented at the Special Meeting and stockholders who have already returned their proxy card or provided
voting instructions do not need to take any action unless they want to change or revoke their voting instructions on the other proposals.
Stockholders of record as of August 7, 2023 are
entitled to vote at the Special Meeting. Stockholders who have not yet done so are encouraged to vote as soon as possible. Stockholders
who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not to take any further action.
If any stockholders have questions or need assistance in connection with the Special Meeting, please contact the Company’s proxy
solicitor, Morrow Sodali LLC, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing GFOR.info@morrowsodali.com.
About Graf Acquisition Corp. IV
Graf is a blank-check company incorporated as
a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
or similar business combination with one or more businesses.
About NKGen
NKGen is a clinical-stage
biotechnology company focused on the development and commercialization of innovative autologous, allogeneic, and CAR-NK natural killer
cell therapies. NKGen is headquartered in Santa Ana, California, USA. For more information, please visit www.nkgenbiotech.com.
Additional Information and Where to Find It
The proposed Business Combination will be
submitted to stockholders of Graf for their consideration at the Special Meeting. Graf has filed a registration statement on Form
S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the
proposed Business Combination, which includes both a prospectus with respect to the securities of the post-combination company
(“New NKGen”) to be issued in connection with the proposed Business Combination and a proxy statement that was
distributed to Graf’s stockholders in connection with Graf’s solicitation of proxies for the vote by its stockholders at
the Special Meeting. The Registration Statement was declared effective by the SEC and Graf mailed the Definitive Proxy
Statement/Prospectus and the Supplement to its stockholders as of the record date established for voting on the proposed Business
Combination. Graf urges its investors, stockholders and other interested persons to read the Definitive Proxy Statement/Prospectus
and the Supplement, as well as other documents filed by Graf with the SEC, because these documents contain important information
about Graf, NKGen and the proposed Business Combination. Stockholders may obtain a copy of the definitive proxy
statement/prospectus, as well as other documents filed with the SEC regarding the proposed Business Combination and other documents
filed by Graf with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Graf
Acquisition Corp. IV, 1790 Hughes Landing Blvd., Suite 400, The Woodlands, TX 77380.
Participants in the Solicitation
Graf and NKGen and their respective directors
and executive officers may be considered participants in the solicitation of proxies with respect to the proposed Business Combination
under the rules of the SEC. Information about the directors and executive officers of Graf is set forth in the definitive proxy statement/prospectus.
Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Graf stockholders
in connection with the proposed Business Combination is set forth in the definitive proxy statement/prospectus. Stockholders, potential
investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment
decisions. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a proxy
statement or a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business
Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale
of securities, in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release includes forward-looking
statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. These statements may be preceded by, followed by or include the words “believes,” “estimates,”
“anticipates,” “expects,” “projects,” “forecasts,” “outlook,”
“future,” “further,” “may,” “will,” “potential,” “should,”
“seeks,” “seems,” “targets,” “plans,” “scheduled,”
“anticipates,” “intends” or similar expressions. These statements are based on the beliefs and assumptions
of the management of Graf and NKGen. These forward-looking statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, including changes
in domestic and foreign business, market, financial, political and legal conditions, many of which are outside the control of the
parties, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Important factors that may affect actual results or outcomes include, among others, the inability of the parties to successfully or
timely consummate the proposed Business Combination; the failure to satisfy the conditions to the consummation of the proposed
Business Combination, including but not limited to the approval of the merger agreement by Graf’s stockholders, the
satisfaction of the minimum cash condition, the compliance with the acquiror closing cash amount and the receipt of certain
governmental and regulatory approvals; the inability to obtain any PIPE investments; the inability to raise or obtain sufficient
funds to continue NKGen’s operations through the consummation of the proposed Business Combination; the inability to recognize
the anticipated benefits of the proposed Business Combination; the amount of redemption requests made by Graf’s public
stockholders; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger
agreement, and the ability to maintain the listing of New NKGen’s securities on a national securities exchange; and those
factors discussed under the heading “Risk Factors” in the Registration Statement and other documents of Graf filed, or
to be filed, with the SEC. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor
can Graf or NKGen assess the impact of all such risk factors on the businesses of Graf and NKGen prior to the proposed Business
Combination, and New NKGen following the proposed Business Combination, or the extent to which any factor or combination of factors
may cause actual results to differ materially from those contained in any forward-looking statements. You should not put undue
reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to Graf or NKGen
or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Graf and NKGen
prior to the proposed Business Combination, and New NKGen following the proposed Business Combination, undertake no obligations to
update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law.
Internal Contact:
Denise Chua, MBA, CLS, MT (ASCP)
Vice President, Investor Relations and Corporate
Communications
NKGen Biotech, Inc.
dchua@nkgenbiotech.com
Sabrina McKee
Chief Financial Officer and EVP, Strategy
Graf Acquisition Corp. IV
sabrina@grafacq.com
External Contacts:
Chris Calabrese
Managing Director
LifeSci Advisors, LLC
ccalabrese@lifesciadvisors.com
Kevin Gardner
Managing Director
LifeSci Advisors, LLC
kgardner@lifesciadvisors.com
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Graf Acquisition Corp IV (NYSE:GFOR)
過去 株価チャート
から 4 2024 まで 5 2024
Graf Acquisition Corp IV (NYSE:GFOR)
過去 株価チャート
から 5 2023 まで 5 2024