Current Report Filing (8-k)
March 27 2023 - 7:16AM
Edgar (US Regulatory)
0001600847
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0001600847
2023-03-27
2023-03-27
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 27, 2023
Gamida Cell Ltd.
(Exact name of registrant as specified in its
Charter)
Israel |
|
001-38716 |
|
Not Applicable |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
116 Huntington Avenue,7th Floor |
|
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Boston, Massachusetts |
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02116 |
(Address of principal executive offices) |
|
(Zip Code) |
(617) 892-9080
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
Ordinary Shares, NIS 0.01 par value |
|
GMDA |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On March 27, 2023, Gamida Cell Ltd. (the “Company”)
issued a press release announcing the Company’s financial results for the year ended December 31, 2022. A copy of the press release
is furnished with this report as an exhibit pursuant to “Item 2.02. Results of Operations and Financial Condition” of Form
8-K in accordance with SEC Release Nos. 33-8216 and 34-47583.
The information in this Current Report on Form
8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (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 or the Exchange Act, regardless of any general incorporation
language in such filing.
Item 2.05 Costs Associated with Exit or Disposal Activities.
On March 27, 2023, the Company announced a workforce
reduction plan (the “Plan”), pursuant to which it plans to downsize its current workforce by approximately 17%
by the end of the second quarter of 2023. The Plan is being enacted to help extend the Company’s financial resources through the
third quarter of 2023, during which time the Company intends to allocate the vast majority of its resources to executing a launch of omidubicel,
if approved. Affected employees will be offered separation benefits, including severance payments and temporary healthcare coverage assistance,
which severance payments, in Israel, are required under applicable law. Each affected employee’s eligibility for the separation
benefits is contingent upon such employee’s execution of a separation agreement that includes a general release of claims against
the Company. The Company estimates that the severance and termination-related costs will be approximately $1.1 million and expects to
record these charges primarily in the second quarter of 2023. The Company expects that payments of these costs will be made through the
end of the second quarter of 2023. The costs that the Company expects to incur in connection with the workforce reduction are subject
to a number of assumptions, and actual results may differ materially. The Company may also incur additional costs not currently contemplated
due to events that may occur as a result of, or that are associated with, the Plan.
Forward Looking Statements
This Current Report on Form 8-K contains
certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking
statements are identified by such words as “believe,” “expect,” “anticipate” and words of similar
import and are based on current expectations that involve risks and uncertainties, such as the Company’s plans, objectives, expectations
and intentions. All statements other than historical or current facts are forward-looking statements, including, without limitation, statements
about the Plan, including the expected timing until completion, magnitude of employee headcount reduction, anticipated cost, and the terms
and conditions of any agreements with departing employees. These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those anticipated in the forward-looking statements. These statements, like
all statements in this report, speak only as of their date. Additionally, these forward-looking statements should be considered in conjunction
with the cautionary statements and risk factors described in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange
Commission (SEC) on November 14, 2022, and our other filings filed from time to time with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Gamida Cell Ltd. |
|
|
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Dated: March 27, 2023 |
By: |
/s/ Josh Patterson |
|
|
Josh Patterson |
|
|
General Counsel |
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