NKGen Biotech, Inc. (NASDAQ:NKGN) ("NKGen" or the "Company"), today announced it received a notice (the "Notice") on November 20, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule") because it had not timely filed its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the "Form 10-Q") with the Securities and Exchange Commission (the "SEC") on or before November 19, 2024, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended. The delay is in part due to the additional time required for valuation and review of various derivative securities as the Company has taken on more reporting responsibility internally. The Notice from Nasdaq has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Market.
The Company is actively working with its auditors and advisors and intends to file the Form 10-Q as promptly as possible.
On November 20, 2024, subsequent to the Company's receipt of the Notice, the Company received a letter from Nasdaq (the "Decision Letter") granting a temporary exception to the Rule and the minimum market value of listed securities requirement in Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS Rule") until January 7, 2025. The Seoul Bankruptcy Court (the "Court") is expected to announce its decision on the rehabilitation of NKMax Co. Ltd ("NKMax") and the Company's proposal to acquire a majority interest in NKMax on or before such date. In accordance with the Decision Letter, the Company must advise the Nasdaq Hearings Panel (the "Panel") of the outcome of the Court's decision. If the Company is successful in its bid to acquire a majority interest in NKMax, the Company must advise the Panel no later than January 7, 2025, on its plan for regaining compliance with the Rule and MVLS Rule, for the Panel's further consideration.
The Company may request that the Nasdaq Listing and Hearing Review Council (the "Council") review the Panel's determination in the Decision Letter, by written request received by the Council by December 5, 2024. In such event, the Company would be required to submit a fee of $15,000.00 to Nasdaq to cover the cost of the review. The Council may determine to review any Panel decision by January 4, 2025. The Company does not intend to appeal the Decision Letter at this time and intends to deliver an updated plan of compliance to the Panel no later than January 7, 2025.
