Graf Acquisition Corp. IV (GFOR) Adds FPA to NKGen Biotech Deal
by Nicholas Alan Clayton on 2023-09-22 at 1:48pm

Graf Acquisition Corp. IV (NYSE:GFOR) announced in an 8-K this afternoon that it has come to a forward purchase agreement (FPA) with Meteora Capital Partners involving up to 2,500,000 shares for its combination with NKGen Biotech.

Meteora is to purchase up to that amount on the open market prior to close, capped at 9.9% of Graf IV’s total equity. Meteora is to be pre-paid for these share purchases at the redemption rate with a 0.5% discount.

The FPA is to normally mature 12 months after close, but Meteora may terminate it in part or in whole earlier, remitting proceeds from its share sales back to the combined company.

Arranging this new funding likely played into Graf IV’s most recent adjournment of its completion vote with NKGen. It has done this four times and will reopen proceedings at 4 pm ET September 25.

The FPA adds to a $10 million convertible note as well as a $2 million warrant subscription agreement (1,999,998 warrants at a cost of $1.00 per warrant). At announcement, Graf IV’s combination also included a backstop of up to $25 million funded by NKGen’s majority shareholder NKMax (KOSDAQ:182400).

The two sides also waived the combination’s $50 million minimum cash condition since the last adjournment and Graf IV’s sponsor waived the lock-up requirement for NKGen shareholders owning 5% or more of its common equity. As a result, 2,377,171 more NKGen shares will be publicly tradable that would have otherwise been locked for 180 days.

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.

 

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