UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 2019
Commission File Number 001-38716
GAMIDA CELL LTD.
(Translation of registrant’s name into English)
5 Nahum Heftsadie Street
Givaat Shaul, Jerusalem 91340 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F
☒
Form 40-F
☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
☐
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 to this Report on Form 6-K shall be deemed to be incorporated by reference into the Registration Statement on Form S-8
(Registration Number 333-228301) of Gamida Cell Ltd. (the
“
Company
”
) and to be a part
thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit 99.3 to this Report on Form 6-K shall not be deemed
“
filed
”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“
Exchange
Act
”
), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended (the
“
Securities Act
”
), or the Exchange Act.
RISK FACTORS
The risk factors set forth under the caption
“
Risk Factors
”
in the Company
’
s annual report on Form 20-F filed on February 25, 2019 shall be deemed to
be incorporated by reference herein and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. Additional risks and uncertainties not currently known
to the Company, or that the Company currently deems to be immaterial, also may affect its business, financial condition and/or future operating results.
PFIC STATUS
If we are a passive foreign investment company, or PFIC, we expect to provide investors, by annually posting a
“
PFIC Annual Information Statement
”
on our website, with the information required to allow investors to make a
qualified electing fund, or QEF, election for United States federal income tax purposes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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GAMIDA CELL LTD.
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May 7, 2019
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By:
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/s/ Shai Lankry
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Shai Lankry
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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Unaudited Interim Consolidated Statements of Financial Position as of March 31, 2019 and March 31, 2018, and Unaudited Interim Consolidated
Statements of Comprehensive Loss, Statements of Changes in Shareholders
’
Equity and Statements of Cash Flows for the three months ended March 31, 2019 and March
31, 2018
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Management
’
s Discussion and Analysis of Financial Condition
and Results of Operations
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Press Release, dated May 7, 2019
Gamida Cell Reports First Quarter 2019 Financial Results and Provides Company Update
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