Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269181
PROSPECTUS
Gamida
Cell Ltd.
Up
to 14,868,724 Ordinary Shares offered by Selling Shareholder
The
selling shareholder identified in this prospectus may offer from time to time up to 14,868,724 ordinary shares of Gamida Cell Ltd., or
the Company, issuable upon the exchange of, or in satisfaction of, any principal amortization payment, interest, Interest Make-Whole Payment
(as defined herein) or prepayment premium payable pursuant to the terms of the 7.50% exchangeable first lien secured note due 2024, or
the Note, that was issued in connection with the Loan and Security Agreement, dated December 12, 2022, by and among the Company, as the
guarantor, Gamida Cell Inc., as the borrower, Highbridge Tactical Credit Master Fund, L.P. and other lenders from time to time party
thereto, as the lenders, or the Lenders, and Wilmington Savings Fund Society, FSB, as collateral agent and administrative agent, or the
Loan Agreement.
The
Note is initially exchangeable, at the option of the Lenders, into ordinary shares at an exchange rate of 0.52356 ordinary shares per
$1.00 principal amount, together with a make-whole premium equal to all accrued and unpaid and remaining coupons due through December
12, 2024, or the Maturity Date. The Company has fully and unconditionally guaranteed the obligations of Gamida Cell Inc. under the Loan
Agreement and the Note and such obligations are secured by substantially all assets of the Company and its subsidiaries. The Loan Agreement
and the Note will mature on the Maturity Date, unless earlier repurchased, redeemed or exchanged in accordance with the terms, and bear
interest at the annual rate of 7.50%, payable on a quarterly basis, with the interest rate increasing to 12.00% at any time upon any
event of default under the Loan Agreement or certain failures to register the resale of the ordinary shares issuable pursuant to the
Note.
To
the extent certain conditions are satisfied under the Note (including the effectiveness of the registration statement of which this prospectus
forms a part), at Gamida Cell Inc.’s option, principal amortization payments, interest, Interest Make-Whole Payments and prepayment
premiums may be paid in our ordinary shares, which will be valued at 95% of the volume weighted average price over the ten preceding
trading days.
This
prospectus describes the general manner in which the ordinary shares may be offered and sold by the selling shareholder. If necessary,
the specific manner in which the ordinary shares may be offered and sold will be described in a supplement to this prospectus.
Our ordinary shares are traded on the Nasdaq Global
Market under the symbol “GMDA.” On January 19, 2023, the closing price of our ordinary shares as reported by the Nasdaq Global
Market was $1.53 per ordinary share. We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of
2012, or the JOBS Act, and are subject to reduced public company reporting requirements.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” on page 3 of this prospectus.
Neither
the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 20, 2023
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus describes the general manner in which the selling shareholder identified in this prospectus may offer from time to time up
to 14,868,724 ordinary shares issuable upon the exchange of the Note. If necessary, the specific manner in which the ordinary shares
may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of
the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus
and any applicable prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement
in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated
by reference in this prospectus or any prospectus supplement—the statement in the document having the later date modifies or supersedes
the earlier statement.
You
should rely only on the information contained in this prospectus, including information incorporated by reference herein, and any prospectus
supplement or any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the selling
shareholder has authorized anyone to provide you with different information, and neither we nor the selling shareholder takes any responsibility
for, or provide any assurance as to the reliability of, any different information that others may provide you. This prospectus and any
prospectus supplement does not constitute an offer to sell, or a solicitation of an offer to purchase, the ordinary shares offered by
this prospectus and any prospectus supplement in any jurisdiction to or from any person to whom or from whom it is unlawful to make such
offer or solicitation of an offer in such jurisdiction. The information in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or any sale of the ordinary shares.
For
investors outside of the United States: Neither we nor the selling shareholder has done anything that would permit this offering or possession
or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You
are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
In
this prospectus, “we,” “us,” “our,” and the “Company” refer to Gamida Cell Ltd. and its
wholly owned subsidiary, Gamida Cell Inc., a Delaware corporation.
The
term “NIS” refers to New Israeli Shekels, the lawful currency of the State of Israel, and the terms “dollar,”
“U.S. dollar” or “$” refer to United States dollars, the lawful currency of the United States. All references
to “ordinary shares” in this prospectus refer to ordinary shares of Gamida Cell Ltd., par value NIS 0.01 per share.
PROSPECTUS
SUMMARY
This
summary highlights important features of this offering and the information included or incorporated by reference in this prospectus.
This summary does not contain all of the information you should consider before investing in our ordinary shares. You should carefully
read this prospectus, any applicable prospectus supplement and the information incorporated by reference in this prospectus and any applicable
prospectus supplement before you invest in our ordinary shares.
OUR
COMPANY
Overview
We
are an advanced cell therapy company committed to cures for blood cancers and serious hematologic diseases. We harness our cell expansion
and enhancement platform to create therapies with the potential to redefine standards of care in areas of serious medical need. While
cell therapies have the potential to address a variety of diseases, they are limited by availability of donor cells, matching a donor
to the patient, and the decline in donor cell functionality when expanding the cells to achieve a therapeutic dose. We have leveraged
our NAM platform, or nicotinamide cell expansion technology platform to develop a pipeline of product candidates designed to address
the limitations of other cell therapies. Our proprietary technology allows for the proliferation and enhancement of donor cells, which
allows for maintaining the cells’ functional therapeutic characteristics, providing a treatment alternative for patients.
We
are an Israeli corporation and were incorporated in 1998. Our principal executive offices are located at 116 Huntington Avenue, 7th Floor,
Boston, Massachusetts 02116. Our telephone number is (617) 892-9080. Our website address is www.gamida-cell.com. The information contained
on, or that can be accessed through, our website is not incorporated by reference into this prospectus. We have included our website
address as an inactive textual reference only.
Gamida
Cell Inc., our wholly owned subsidiary, was incorporated under the laws of the State of Delaware in October 2000 and is qualified to
do business in Massachusetts, among other states.
Our
ordinary shares have been listed on the Nasdaq Global Market under the symbol “GMDA” since October 26, 2018.
Loan
Agreement and First Lien Secured Note
On
December 12, 2022, we, as guarantor, and our wholly owned U.S. subsidiary, Gamida Cell Inc., as borrower, or the Borrower, entered
into a Loan and Security Agreement, or the Loan Agreement, with Highbridge Tactical Credit Master Fund, L.P.,
or Highbridge, together with the other lenders from time to time party thereto, as the lenders, or the Lenders, and Wilmington Savings
Fund Society, FSB, as collateral agent and administrative agent. Pursuant to the Loan Agreement, the Borrower borrowed an aggregate principal
amount of $25.0 million through the issuance and sale of a First Lien Secured Note, or the Note.
The
Note is exchangeable, at the option of the Lenders, into our ordinary shares at an exchange rate of 0.52356 ordinary shares per $1.00
principal amount, together with a make-whole premium equal to all accrued and unpaid and remaining coupons due through December 12, 2024,
or the Interest Make-Whole Payment. The exchange rate is subject to adjustment in the event of ordinary share dividends, reclassifications
and certain other fundamental transactions affecting the ordinary shares.
We
have fully and unconditionally guaranteed the obligations of the Borrower under the Loan Agreement and the Note. The obligations under
the Loan Agreement and the Note are secured by substantially all of our assets and the assets of our subsidiaries.
The
Loan Agreement and the Note will mature on December 12, 2024, or the Maturity Date, unless earlier repurchased, redeemed or exchanged
in accordance with the terms, and bear interest at the annual rate of 7.50%, payable on a quarterly basis, with the interest rate increasing
to 12.00% at any time upon any event of default under the Loan Agreement or certain failures to register the resale of the ordinary shares
issuable pursuant to the Note.
Commencing
four months after the closing date for the Loan Agreement, we are obligated to make monthly installment payments in an amount equal to
(a) a ratable amount of the outstanding principal amount of the Loan Agreement divided by the remaining months to the Maturity Date plus
(b) accrued and unpaid interest on such amount. Such installment payments will also include a 5% prepayment premium on the principal
being repaid, or the Exit Fee.
To
the extent that certain conditions are satisfied under the Note (including the effectiveness of the registration statement of which this
prospectus forms a part), at the Borrower’s option, principal amortization payments, interest, the Interest Make-Whole Payment
and the Exit Fee payable in respect of principal amortization payments may be paid in our ordinary shares which will be valued at 95%
of the volume weighted average price over the ten preceding trading days.
ABOUT
THIS OFFERING
This
prospectus relates to the resale by the selling shareholder identified in this prospectus of up to 14,868,724 ordinary shares. All of
the ordinary shares in this offering will be sold by this selling shareholder. The selling shareholder may sell its ordinary shares from
time to time at prevailing market prices. We will not receive any proceeds from the resale of the ordinary shares in this offering.
Ordinary
Shares Offered: |
|
Up to 14,868,724 |
|
|
|
Ordinary Shares Outstanding as of December 31, 2022: |
|
74,380,810 |
|
|
|
Use of Proceeds: |
|
We will not receive any proceeds from the sale of the 14,868,724 ordinary
shares subject to resale by the selling shareholder under this prospectus. |
|
|
|
Risk Factors: |
|
An investment in the ordinary shares offered under this prospectus is
highly speculative and involves substantial risk. Please carefully consider the “Risk Factors” section and other information
in this prospectus and the documents incorporated by reference herein for a discussion of risks. Additional risks and uncertainties
not presently known to us or that we currently deem to be immaterial may also impair our business and operations. |
|
|
|
Nasdaq Global Market Symbol: |
|
GMDA |
RISK
FACTORS
Investing
in our ordinary shares involves a high degree of risk. Before deciding whether to invest in our ordinary shares, you should carefully
consider the specific risks included in our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q,
and any subsequent Quarterly Reports on Form 10-Q, Annual Report on Form 10-K or Current Reports on Form 8-K, and all other information
contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, as well as
the risk factors and other information contained in any applicable prospectus supplement and any applicable free writing prospectus before
acquiring our ordinary shares. If any of these risks actually occurs, our business, financial condition, cash flows and results of operations
could be negatively impacted. In that case, the trading price of our ordinary shares would likely decline and you might lose all or part
of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair
our business operations.
Risks
Related to our Securities and this Offering
Because
we do not intend to declare cash dividends on our ordinary shares in the foreseeable future, shareholders must rely on appreciation of
the value of our ordinary shares for any return on their investment and may not receive any funds without selling their ordinary shares.
We
have never declared or paid cash dividends on our ordinary shares and do not anticipate declaring or paying any cash dividends in the
foreseeable future. As a result, we expect that only appreciation of the price of our ordinary shares, if any, will provide a return
to investors in this offering for the foreseeable future. In addition, because we do not pay cash dividends, if our shareholders want
to receive funds in respect of our ordinary shares, they must sell their ordinary shares to do so.
You
may experience future dilution as a result of future equity offerings.
In
order to raise additional capital, we expect to in the future offer additional ordinary shares or other securities convertible into or
exchangeable for our ordinary shares. We cannot assure you that we will be able to sell shares or other securities in any other offering
at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing
shares or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell additional
ordinary shares or other securities convertible into or exchangeable for our ordinary shares in future transactions may be higher or
lower than the price per share in this offering.
Future
sales or issuances of our ordinary shares in the public markets, or the perception of such sales, could depress the trading price of
our ordinary shares.
The
sale of a substantial number of our ordinary shares and other securities convertible into or exchangeable for our ordinary shares, or
the perception that such sales could occur, could depress the market price of our ordinary shares and impair our ability to raise capital
through the sale of additional equity securities. We may sell large quantities of our ordinary shares at any time in one or more separate
offerings. In addition, holders of our ordinary shares, including those registered pursuant to this prospectus, may undertake sales of
a significant number of such securities in the market at any given time. We cannot predict the effect that future sales of ordinary shares
and other securities convertible into or exchangeable for our ordinary shares would have on the market price of our ordinary shares.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any prospectus supplement and the information incorporated by reference in this prospectus and any prospectus supplement
contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act of 1934,
as amended, or the Exchange Act, that involve substantial risks and uncertainties. Although our forward-looking statements reflect the
good faith judgment of our management, these statements can only be based on facts and factors currently known by us. Consequently, these
forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from
results and outcomes discussed in the forward-looking statements.
All
statements other than present and historical facts and conditions contained in this prospectus, any prospectus supplement and the information
incorporated by reference in this prospectus and any prospectus supplement including statements regarding our future results of operations
and financial positions, business strategy, plans and our objectives for future operations, are forward-looking statements. The words
“anticipate,” “believe,” “continue” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “ongoing,” “objective,” “plan,” “potential,”
“predict,” “should,” “will” and “would,” or the negative of these and similar expressions
identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our
expectations regarding timing of application for and receipt of regulatory approvals for
omidubicel, GDA-201 or any of our other potential product candidates; |
| ● | the
timing and conduct of our clinical trials of GDA-201 and our other potential product candidates,
including statements regarding the timing, progress and results of current and future preclinical
studies and clinical trials, and our research and development programs; |
| ● | our
plans to manufacture omidubicel at a commercial scale, if and when approved for marketing; |
| ● | the
clinical utility and potential advantages of omidubicel, GDA-201 and our other potential
product candidates; |
| ● | our
plans regarding utilization of regulatory pathways that would allow for accelerated marketing
approval in the United States, the European Union and other jurisdictions; |
| ● | our
recurring losses from operations, our estimates regarding anticipated capital requirements
and our needs for additional financing; |
| ● | our
ongoing and planned discovery and development of product candidates; |
| ● | our
expectations regarding future growth, including our ability to develop, and obtain regulatory
approval for, new product candidates; |
| ● | our
expectations regarding when certain patents may be issued and the protection and enforcement
of our intellectual property rights; |
| ● | our
estimates regarding the commercial potential, and our commercial marketing plan, for omidubicel
and our other product candidates; |
| ● | our
ability to manufacture omidubicel and our other product candidates at levels sufficient for
commercialization or clinical development, as applicable; |
| ● | our
ability to maintain relationships with certain third parties; |
| ● | our
estimates regarding anticipated capital requirements and our needs for additional financing; |
| ● | our
planned level of capital expenditures; |
| ● | our
expectations regarding licensing, acquisitions and strategic partnering; and |
| ● | the
impact of government laws and regulations. |
As
a result of these factors, we cannot assure you that the forward-looking statements in this prospectus, any prospectus supplement and
the information incorporated by reference in this prospectus and any prospectus supplement will prove to be accurate. Furthermore, if
our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we
will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
You
should read this prospectus, any prospectus supplement and the information incorporated by reference in this prospectus and any prospectus
supplement completely and with the understanding that our actual future results may be materially different from what we expect. We qualify
all of our forward- looking statements by these cautionary statements.
This
prospectus, any prospectus supplement and the information incorporated by reference in this prospectus and any prospectus supplement
may contain market data and industry forecasts that were obtained from industry publications. These data involve a number of assumptions
and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market position, market opportunity
and market size information included in this prospectus, any prospectus supplement and the information incorporated by reference in this
prospectus and any prospectus supplement is generally reliable, such information is inherently imprecise.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date the statements were made, and while we believed such information
formed a reasonable basis for such statements at the time they were made, such information may be limited or incomplete, and our statements
should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of the 14,868,724 ordinary shares subject to resale by the selling shareholder in this offering.
SELLING
SHAREHOLDER
We
are registering for resale by the selling shareholder identified below up to 14,868,724 ordinary shares issuable upon the exchange of,
or in satisfaction of, any principal amortization payment, interest, Interest Make-Whole Payment or the Exit Fee payable pursuant to the
terms of the Note, as detailed in “Plan of Distribution” below. We have agreed to file the registration statement, of which
this prospectus forms a part, covering the resale of the ordinary shares issuable upon the exchange or otherwise pursuant to the terms
of the Note. We are registering the ordinary shares in order to permit the selling shareholder to offer the ordinary shares for resale
from time to time.
To
our knowledge, the selling shareholder is not an employee or supplier of ours or our affiliates. Within the past three years, the selling
shareholder has not held a position as an officer a director of ours, nor has the selling shareholder had any material relationship of
any kind with us or any of our affiliates. All information with respect to share ownership has been furnished by the selling shareholder,
unless otherwise noted. The ordinary shares being offered are being registered to permit secondary trading of such ordinary shares and
each selling shareholder may offer all or part of the ordinary shares it owns for resale from time to time pursuant to this prospectus.
The selling shareholder does not have any family relationships with our officers, directors or controlling shareholders.
The
term “selling shareholder” also includes any transferees, pledgees, donees, or other successors in interest to the selling
shareholder named in the table below. Unless otherwise indicated, to our knowledge, each person named in the table below has sole voting
and investment power with respect to the ordinary shares set forth opposite such person’s name. To the extent required, we will
file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling shareholder
who is able to use this prospectus to resell the ordinary shares registered hereby.
The
table below lists the selling shareholder and other information regarding the beneficial ownership of the ordinary shares held by the
selling shareholder. The second column lists the number of ordinary shares beneficially owned by the selling shareholder, based on its
ownership of ordinary shares as of December 31, 2022, including ordinary shares issuable upon exchange of the Note but not any other
ordinary shares issuable pursuant to the terms of the Note. Pursuant to the terms of the Note, the selling stockholder may not exchange
the Note, and no ordinary shares may be issued pursuant to the terms of the Note, to the extent that such exchange or issuance result
in the selling stockholder and its affiliates (as defined in Rule 12b-2 under the Exchange Act), associates (as defined in Rule 12b-2
under the Exchange Act), in each case together with any other persons whose beneficial ownership would be aggregated for purposes of
Section 13(d) of the Exchange Act or any group of which any such person is a member, beneficially owning in excess of 9.9% of the outstanding
shares of the ordinary shares. Amounts registered for sale hereby do not give effect to this limitation.
The
third column lists the ordinary shares being offered by this prospectus by the selling shareholder.
The
fourth column assumes the sale of all of the ordinary shares offered by the selling shareholder pursuant to this prospectus. The selling
shareholder may sell all, some or none of its shares pursuant to this prospectus. See “Plan of Distribution.” Except as indicated
below or as otherwise described in this prospectus, the selling shareholder has represented to us that it is not a registered broker-dealer
or affiliated with a registered broker-dealer.
Name of Selling Shareholder | |
Ordinary
Shares
Beneficially
Owned Prior to Offering(1) | | |
Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus | | |
Ordinary Shares Owned Immediately After Sale of Maximum Number of Ordinary Shares in this Offering | |
Highbridge Tactical Credit Master Fund, L.P.(2) | |
| 8,172,808 | (3) | |
| 14,868,724 | | |
| 2,522,522 | |
(1) | Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Ordinary
shares subject to options, warrants or securities currently exercisable or exchangeable, or exercisable or exchangeable within 60 days
of December 31, 2022, are considered outstanding. |
(2) | Highbridge
Capital Management, LLC is the trading manager of Highbridge Tactical Credit Master Fund, L.P. Highbridge Tactical Credit Master Fund,
L.P. disclaims beneficial ownership over these shares. The address of Highbridge Capital Management, LLC is 277 Park Avenue, 23rd Floor,
New York, NY 10172, and the address of Highbridge Tactical Credit Master Fund, L.P. is c/o Maples Corporate Services Limited, PO Box
309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands. |
(3) | Includes
2,522,522 ordinary shares issuable upon exchange of $44,800,000 aggregate principal amount of 5.875% Exchangeable Senior Notes due 2026
and 5,650,286 ordinary shares issuable pursuant to upon exchange of the Note, in each case after giving effect to the limitation on beneficial
ownership of ordinary shares included in each instrument. No ordinary shares may be issued pursuant to the 5.875%
Exchangeable Senior Notes due 2026 or the Note to the extent such issuance would result in the holder and its affiliates, together with
any other persons whose beneficial ownership would be aggregated for purposes of Section 13(d) of the Exchange Act or any group of which
any such person is a member, beneficially owning in excess of 9.9% of the outstanding shares of the ordinary shares. |
PLAN
OF DISTRIBUTION
The
selling shareholder, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling ordinary shares
received after the date of this prospectus from the selling shareholder as a gift, pledge, partnership distribution or other transfer,
may, from time to time, sell, transfer or otherwise dispose of any or all of its ordinary shares on any stock exchange, market or trading
facility on which the ordinary shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing
market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale,
or at negotiated prices.
The
selling shareholder may use any one or more of the following methods when disposing of ordinary shares or interests therein:
| ● | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block
trades in which the broker-dealer will attempt to sell the ordinary shares as agent, but
may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | privately
negotiated transactions; |
| ● | short
sales effected after the date the registration statement of which this prospectus is a part
is declared effective by the SEC; |
| ● | through
the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise; |
| ● | broker-dealers
may agree with the selling shareholder to sell a specified number of such ordinary shares
at a stipulated price per ordinary shares; |
| ● | a
combination of any such methods of sale; and |
| ● | any
other method permitted by applicable law. |
The
selling shareholder may, from time to time, pledge or grant a security interest in some or all of the ordinary shares owned by it and,
if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the ordinary shares,
from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act of 1933, as amended (the “Securities Act”), amending the list of selling shareholders to include the
pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholder also may transfer
the ordinary shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling
beneficial owners for purposes of this prospectus.
In
connection with the sale of our ordinary shares, the selling shareholder may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the ordinary shares in the course of hedging the positions they assume.
The selling shareholder may also sell ordinary shares short and deliver these securities to close out its short positions, or loan or
pledge the ordinary shares to broker-dealers that in turn may sell these securities. The selling shareholder may also enter into option
or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which
require the delivery to such broker-dealer or other financial institution of ordinary shares offered by this prospectus, which ordinary
shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).
The
aggregate proceeds to the selling shareholder from the sale of the ordinary shares offered by it will be the purchase price of the ordinary
shares less discounts or commissions, if any. The selling shareholder reserves the right to accept and, together with its agents from
time to time, to reject, in whole or in part, any proposed purchase of ordinary shares to be made directly or through agents. We will
not receive any of the proceeds from this offering.
The
selling shareholder also may resell all or a portion of the ordinary shares in open market transactions in reliance on Rule 144 under
the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.
The
selling shareholder and any underwriters, broker-dealers or agents that participate in the sale of the ordinary shares or interests therein
may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions
or profit they earn on any resale of the ordinary shares may be underwriting discounts and commissions under the Securities Act. A selling
shareholder who is an “underwriter” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus
delivery requirements of the Securities Act.
To
the extent required, the ordinary shares to be sold, the name of the selling shareholder, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement
that includes this prospectus.
In
order to comply with the securities laws of some states, if applicable, the ordinary shares may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the ordinary shares may not be sold unless it has been registered
or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We
have advised the selling shareholder that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended,
may apply to sales of ordinary shares in the market and to the activities of the selling shareholder and its affiliates. In addition,
to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to
the selling shareholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholder
may indemnify any broker-dealer that participates in transactions involving the sale of the ordinary shares against certain liabilities,
including liabilities arising under the Securities Act.
We
have agreed to indemnify the selling shareholder against liabilities, including liabilities under the Securities Act and state securities
laws, relating to the registration of the ordinary shares offered by this prospectus.
We
have agreed with the selling shareholder to use commercially reasonable efforts to cause the registration statement of which this prospectus
constitutes a part to become effective and to remain continuously effective, subject to certain exceptions, until such time as all of
the ordinary shares covered by this prospectus have been disposed of pursuant to and in accordance with such registration statement.
ENFORCEMENT
OF CIVIL LIABILITIES
We
are incorporated under the laws of the State of Israel. Service of process upon us and upon our Israeli directors and officers, and any
Israeli experts named in this prospectus, may be difficult to obtain within the United States. Furthermore, because substantially all
of our assets and a number of our directors are located outside the United States, any judgment obtained in the United States against
us or any of our directors and officers may not be collectible within the United States.
We
have irrevocably appointed Gamida Cell Inc. as our agent to receive service of process in any action against us in any U.S. federal or
state court arising out of this offering or any purchase or sale of securities in connection with any offering described in this prospectus.
The address of our agent is 116 Huntington Avenue, 7th Floor, Boston, Massachusetts 02116.
We
have been informed by our legal counsel in Israel, Meitar | Law Offices, that it may be difficult to initiate an action with respect
to U.S. securities law in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning
that Israel is not the most appropriate forum to hear such a claim. In Israeli courts, the content of applicable U.S. law must be proved
as a fact by expert witnesses which can be a time-consuming and costly process and certain matters of procedure may be governed by Israeli
law.
Subject
to certain time limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain
exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act
and including a monetary or compensatory judgment in a non-civil matter, provided that:
| ● | the
judgment was rendered by a court which was, according to the laws of the state of the court,
competent to render the judgment; |
| ● | the
obligation imposed by the judgment is enforceable according to the rules relating to the
enforceability of judgments in Israel and the substance of the judgment is not contrary to
public policy; and |
| ● | the
judgment is executory in the state in which it was given. |
Even
if these conditions are met, an Israeli court will not declare a foreign civil judgment enforceable if:
| ● | the
judgment was given in a state whose laws do not provide for the enforcement of judgments
of Israeli courts (subject to exceptional cases); |
| ● | the
enforcement of the judgment is likely to prejudice the sovereignty or security of the State
of Israel; |
| ● | the
judgment was obtained by fraud; |
| ● | the
opportunity given to the defendant to bring its arguments and evidence before the court was
not reasonable in the opinion of the Israeli court; |
| ● | the
judgment was rendered by a court not competent to render it according to the laws of private
international law as they apply in Israel; |
| ● | the
judgment is contradictory to another judgment that was given in the same matter between the
same parties and that is still valid; or |
| ● | at
the time the action was brought in the foreign court, a lawsuit in the same matter and between
the same parties was pending before a court or tribunal in Israel. |
If
a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into
non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a
non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange
in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of
the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest
at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable
exchange rates.
LEGAL
MATTERS
The
validity of the issuance of our ordinary shares offered in this prospectus and certain other matters of Israeli law will be passed upon
for us by Meitar | Law Offices, Ramat Gan, Israel. Certain matters of U.S. federal law will be passed upon for us by Cooley LLP, New
York, New York. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name
in the applicable prospectus supplement.
EXPERTS
The
consolidated financial statements as of December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021,
incorporated in this prospectus by reference to the Company’s Annual Report on Form 10-K filed on March 24, 2022, have been audited
by Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm, as set forth
in their report thereon and incorporated by reference herein, and are included in reliance upon such report given on the authority of
such firm as experts in accounting and auditing. The address of Kost, Forer, Gabbay & Kasierer is Menachem Begin 144, Tel Aviv, Israel.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus and any accompanying prospectus supplement the information
we have filed with the SEC. This means that we can disclose important information by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later
with the SEC will also be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing
of such documents and will automatically update and supersede previously filed information, including information contained in this document.
We
incorporate by reference into this prospectus and any accompanying prospectus supplement the following documents that we have filed with
the SEC:
| ● | Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC
on March 24, 2022; |
| ● | Our
Current Reports on Form 8-K filed with the SEC on January
19, 2022, January
31, 2022, January
31, 2022, February
9, 2022, April
26, 2022, June
2, 2022, June
10, 2022, July
29, 2022, August
1, 2022, August
10, 2022, September
19, 2022, September
27, 2022, September
30, 2022, November
21, 2022, December
12, 2022, January
9, 2023, and January
19, 2023; and |
| ● | The
description of our ordinary shares contained in our Registration Statement on Form 8-A, filed
with the SEC on October 23, 2018, as amended on March 25, 2022, including any further amendments
or reports filed for the purposes of updating this description. |
We
also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of
Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus
forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the termination
of the offering.
We
will furnish without charge to each person, including any beneficial owner, to whom a prospectus is delivered, on written or oral request,
a copy of any or all of the documents incorporated by reference in this prospectus, including exhibits to these documents. You should
direct any requests for documents, either in writing to Gamida Cell Ltd., 116 Huntington Avenue, 7th Floor, Boston, MA 02116, Attn: Chief
Financial Officer or by telephone at (617) 892-9080.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus or any prospectus supplement
will be deemed modified, superseded or replaced for purposes of this prospectus or any prospectus supplement to the extent that a statement
contained in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus or any
prospectus supplement modifies, supersedes or replaces such statement. Any statement that is modified or superseded will not constitute
a part of this prospectus or any prospectus supplement, except as modified or superseded.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth
in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities
we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the
registration statement. Neither we nor any agent, underwriter or dealer has authorized any person to provide you with different information.
We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information
in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery
of this prospectus or any sale of the securities offered by this prospectus.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public at the SEC’s website at www.sec.gov. You also may access these filings on our website at www.gamida-cell.com. We do not
incorporate the information on our website into this prospectus or any supplement to this prospectus and you should not consider any
information on, or that can be accessed through, our website as part of this prospectus or any supplement to this prospectus (other than
those filings with the SEC that we specifically incorporate by reference into this prospectus or any supplement to this prospectus).
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