Graf Acquisition Corp. IV and NKGen Biotech, Inc. Announce Letter of Intent for a Business Combination
Graf Acquisition Corp. IV (NYSE: GFOR) and NKGen Biotech have signed a non-binding letter of intent for a potential business combination. NKGen, established in 2017 and based in Santa Ana, CA, specializes in natural killer cell therapies aimed at treating neurodegenerative diseases and cancer. The combination is subject to due diligence and board approvals, with no guarantee of completion. Both companies plan to release more details upon executing a definitive agreement. The merger presents opportunities for expanding NKGen's therapeutic offerings but remains contingent on various conditions.
- Potential for market expansion through NKGen's innovative therapies.
- Opportunity to leverage Graf's resources for NKGen's clinical development.
- Completion of the merger is not assured and depends on multiple approvals.
- Possible delays in finalizing the agreement could affect NKGen's operational plans.
Based in
Graf expects to announce additional details regarding the proposed business combination when a definitive merger agreement is executed.
Completion of a business combination between Graf and NKGen Biotech is subject to, among other things, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, the satisfaction of the conditions negotiated therein, and approval of the transaction by the board and shareholders of both Graf and NKGen Biotech. There can be no assurance that a definitive agreement will be entered into or that the proposed business combination will be consummated on the terms or timeframe currently contemplated, or at all.
About
About
Important Information and Where to Find It
If a legally binding definitive agreement with respect to the proposed business combination is executed, Graf intends to file with the
This communication may be deemed to be offering or solicitation material in respect of the proposed business combination, which will be submitted to the stockholders of Graf for their consideration. Graf urges investors, stockholders and other interested persons to carefully read, when available, the preliminary and definitive Proxy Statement/Prospectus as well as other documents filed with the
Participants in the Solicitation
Graf and NKGen Biotech and each of their directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed business combination described herein under the rules of the
No Offer or Solicitation
This release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. 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, many of which are outside Graf’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the ability of Graf to enter into a definitive agreement with respect to a business combination with NKGen Biotech within the time provided in Graf’s amended and restated certificate of incorporation; Graf’s ability to obtain an extension of the business combination deadline provided for in Graf’s amended and restated certificate of incorporation; Graf’s ability to obtain the financing necessary to consummate the potential transaction; the performance of NKGen Biotech’s business; the timing, success and cost of NKGen Biotech’s product development activities and clinical trials; the risk that Graf’s stockholder approval is not obtained; failure to realize the anticipated benefits of the proposed business combination, including as a result of a delay in consummating the proposed business combination; the amount of redemption requests made by Graf’s stockholders and the amount of funds remaining in Graf’s trust account after satisfaction of such requests; Graf’s and NKGen Biotech’s ability to satisfy the conditions to closing the proposed business combination; and those factors discussed in the Annual Report under the heading “Risk Factors,” and other documents of Graf filed, or to be filed, with the
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EVP Strategy and Director,
917-848-4902
sabrina@grafacq.com
Vice President, Investor Relations and Corporate Communications
949-396-6830
dchua@nkgenbiotech.com
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FAQ
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