Filed by Graf Acquisition Corp. IV
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Graf Acquisition Corp. IV
Commission File No. 333-271929
Date: August 24, 2023
This filing relates to the proposed merger involving
Graf Acquisition Corp. IV (“Graf”) and NKGen Biotech, Inc. (“NKGen”), pursuant to the terms of that certain Agreement
and Plan of Merger, dated April 14, 2023.
NKGen issued the following press release on August 24, 2023.
NKGen Biotech, Inc. Announces First Patient
Dosed in Phase I Clinical Trial of SNK02, Allogeneic NK Cell Therapy Product Candidate, for the Treatment of Solid Tumors
SANTA ANA, California, August 24, 2023 -- NKGen
Biotech, Inc. (“NKGen” or the “Company”), a clinical-stage biotechnology company focused on the development and
commercialization of innovative autologous, allogeneic, and CAR-NK natural killer (“NK”) cell therapies, today announced the
first patient has been dosed in a Phase I, multi-center, open-label, dose-escalation study evaluating its cryopreserved investigational
allogeneic blood-derived NK cell therapy (“SNK02”). In October 2022, the Food and Drug Administration
allowed NKGen’s Phase I SNK02 clinical trial to proceed per its Investigational New Drug application. NKGen previously announced
a proposed business combination with Graf Acquisition Corp. IV (NYSE: GFOR.U, GFOR, GFOR.WS).
This Phase I clinicial
trial is evaluating the safety and tolerability of SNK02 in participants with pathologically confirmed solid tumors refractory to standard
of care therapy. The study drug, SNK02, will be administered as an intravenous infusion, weekly for eight weeks. SNK02 consists of NK
cells isolated from healthy donor peripheral blood mononuclear cells. NKGen’s proprietary allogeneic manufacturing process is technically
capable of producing hundreds of thousands of potential doses of NK cell therapies from materials collected from a single donor. Processed
SNK02 cells are expected to possess 99% purity and very high receptor expression rates. Its cryopreservation process allows the Company
to maintain significant cytotoxicity, potentially making SNK02 an accessible investigational off-the-shelf candidate for clinical trials
treating malignancies with an emphasis on solid tumors.
“We are excited
to have dosed our first patient in the Phase I SNK02 clinical trial in refractory cancer patients with limited treatment options,”
said Paul Y. Song, M.D., CEO of NKGen. “SNK02 seeks to be one of the first cryopreserved allogeneic NK cell therapy for solid tumors
that does not require lymphodepletion before administration. We believe the lack of lymphodepletion has the potential to better preserve
the already fragile immune function of heavily pre-treated cancer patients with advanced disease. If successful, this therapy may lead
to better overall synergy in future combination regimens with immune checkpoint inhibitors where a robust T-cell response is needed.”
For additional information on the SNK02
clinical trial, please visit www.clinicaltrials.gov using the identifier NCT05990920.
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.
About Graf Acquisition Corp. IV (“Graf”)
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.
Forward-Looking Statements
Certain statements made in this press release are “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The forward-looking
statements made in this press release relate only to the events or information as of the date on which the statements are made. 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 of NKGen’s control, that could cause actual
results or outcomes to differ materially from those discussed in the forward-looking statements, including but not limited to the risks
that early-stage clinical trials may not be predictive of future results, NKGen’s ability to manage the SNK02 clinical trial successfully,
the scope, progress and expansion of the SNK02 clinical trial and ramification for the cost thereof, clinical, scientific and regulatory
developments, NKGen’s ability to raise additional funding to complete the development of its product candidates, such as SNK01 and
SNK02, and the inability of NKGen or Graf to successfully or timely consummate the proposed business combination. These forward-looking
statements are based upon NKGen’s current expectations and involve assumptions that may never materialize or may prove to be incorrect.
Except as required by law, NKGen undertakes no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated
events. You should read this press release completely and with the understanding that our actual future results or performance may be
materially different from what we expect. In this press release, statements of, or references to, our intentions and expectations are
made as of the date of this press release.
Important Information
and Where to Find It
The proposed business combination between NKGen and Graf (the “business combination”) will be submitted
to stockholders of Graf for their consideration. 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 definitive prospectus with respect to the securities of the post-combination company to be issued in connection with the proposed business
combination and a proxy statement to be distributed to Graf’s stockholders in connection with Graf’s solicitation of proxies
for the vote by its stockholders in connection with the proposed business combination and other matters as described in the Registration
Statement. The Registration Statement was declared effective by the SEC and Graf mailed 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 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.
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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