Sec Form 3 Filing - CFIC-2015 NV Family Investments, LLC @ NKGen Biotech, Inc. - 2024-08-12

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 CFIC-2015 NV Family Investments, LLC 2. Issuer Name and Ticker or Trading Symbol NKGen Biotech, Inc. [ NKGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1120 N. TOWN CENTER DRIVE, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2024 (Street) LAS VEGAS, NV89144 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 2,083,333 I See footnote ( 3 )

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 Convertible promissory note $ 2 ( 1 ) 02/07/2027 Common Stock 1,375,000 I See footnote ( 3 ) Warrant $ 2 ( 1 ) 08/07/2029 Common Stock 2,750,000 I See footnote ( 3 ) Option to buy ( 2 ) ( 2 ) 08/07/2026 Common Stock 2,083,333 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CFIC-2015 NV Family Investments, LLC 1120 N. TOWN CENTER DRIVE, SUITE 150 LAS VEGAS, NV89144 X Cherng Andrew Jin-Chan 1120 N. TOWN CENTER DRIVE, SUITE 150 LAS VEGAS, NV89144 X CHERNG PEGGY 1120 N. TOWN CENTER DRIVE, SUITE 150 LAS VEGAS, NV89144 X Signatures /s/ Mecky Wong, Manager of CFIC-2015 NV Family Investments, LLC 08/22/2024 Signature of Reporting Person Date /s/ Andrew Cherng 08/22/2024 Signature of Reporting Person Date /s/ Peggy Cherng 08/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 12, 2024, pursuant to a Securities Purchase Agreement dated August 7, 2024, CFIC-2015 NV Family Investments, LLC ("CFIC-2015") acquired from the Issuer a convertible promissory note in the aggregate principal amount of $2,750,000, a warrant to purchase 2,750,000 shares of Common Stock, and 2,083,333 shares of Common Stock as commitment shares. The conversion of the promissory note and the exercise of the warrant are subject to a beneficial ownership limitation and shareholder approval, as described in the respective promissory note and warrant. ( 2 )On August 7, 2024, CFIC-2015 entered into a Letter Agreement with the Issuer, whereby the Issuer agreed to issue up to 2,083,333 shares of Common Stock to CFIC-2015, upon the purchase by CFIC-2015 of the purchase by CFIC-2015 of up to $2,750,000 aggregate principal amount of convertible promissory notes upon the same terms and conditions as the Securities Purchase Agreement referenced in footnote (1). ( 3 )Andrew Cherng and Peggy Cherng together own 100% of the voting interests of CFIC-2015.

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).

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