As filed with the Securities and Exchange Commission on March 1, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
GAMIDA CELL LTD.
(Exact name of registrant as specified in
its charter)
Not Applicable
(Translation of Registrant’s Name
into English)
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Israel
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Not Applicable
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(State or other jurisdiction of
incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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5 Nahum Heftsadie Street
Givaat Shaul, Jerusalem 91340 Israel
Tel: +972 (2) 659-5666
(Address and telephone number of registrant’s
principal executive offices)
Gamida Cell Inc.
673 Boylston Street, Boston, MA 02116
Tel: (631) 603-8714
(Name, address, and telephone number of
agent for service)
Copies to:
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Divakar Gupta
Daniel I. Goldberg
Joshua A. Kaufman
Cooley LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 479-6000
Facsimile: (212) 479-6275
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Haim Gueta
Shachar Hadar
Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan 5250608, Israel
Telephone: +972 (3) 610-3100
Facsimile: +972 (3) 610-3111
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General
Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities
Act. ☐
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†
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The term “new or revised financial accounting
standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered
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Amount to be
registered(1)(2)
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Proposed
maximum
offering
price per
share
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Proposed
maximum
aggregate
offering
price(3)
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Amount of
registration
fee(3)
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Ordinary shares, par value NIS0.01 per share
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6,334,455
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$
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9.83
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$
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62,267,692.65
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$
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6,793.41
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the ordinary shares registered hereby also include an indeterminate number of additional ordinary shares as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.
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(2)
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All of the ordinary shares being registered hereby are offered for the account of certain selling shareholders who acquired such shares in private transactions. Includes 6,334,455 ordinary shares issuable upon the exchange of the notes.
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(3)
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Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low sales prices of the Registrant’s ordinary shares as reported on the Nasdaq Global Market on February 25, 2021.
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The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not
soliciting an offer to buy securities in any state where the offer or sale is not permitted.
Subject
to Completion, Dated March 1, 2021
PROSPECTUS
Gamida Cell Ltd.
Up to 6,334,455
Ordinary Shares offered by Selling Shareholders
The selling shareholders
identified in this prospectus may offer from time to time up to 6,334,455 ordinary shares Gamida Cell Ltd. issuable upon the exchange
of $75,000,000 of 5.875% exchangeable senior notes due 2026 (the “notes”) issued by Gamida Cell Inc., a wholly-owned
subsidiary of Gamida Cell Ltd., and guaranteed by Gamida Cell Ltd. (the “private placement”).
This prospectus describes
the general manner in which the ordinary shares may be offered and sold by the selling shareholders. If necessary, the specific
manner in which the 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 February 25, 2021, the closing price of our ordinary
shares as reported by the Nasdaq Global Market was $9.51 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 , 2021
TABLE OF CONTENTS
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 shareholders have authorized anyone to provide you with different information, and neither we nor the selling shareholders take 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 any of the selling shareholders have 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 terms “shekel,”
“Israeli shekel” and “NIS” refer 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.
ABOUT THIS
PROSPECTUS
This prospectus describes
the general manner in which the selling shareholders identified in this prospectus may offer from time to time up to 6,334,455
ordinary shares issuable upon the exchange of the notes. 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.
OUR COMPANY
We are an advanced cell therapy company
committed to finding cures for blood cancers and serious blood diseases. We harness our cell expansion 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 cell therapies.
Our proprietary technology allows for the proliferation of donor cells while maintaining the cells’ functional therapeutic
characteristics, providing a treatment alternative for patients.
We are an Israeli corporation based in
Jerusalem, Israel, and were incorporated in 1998. Our principal executive offices are located at 5 Nahum Heftsadie St., Givaat
Shaul, Jerusalem 91340, Israel and our U.S. subsidiary’s executive headquarters are in Boston, Massachusetts. Our telephone
number is +972 (2) 659-5666. 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.
Recent Private Placement
On February 15, 2021,
we entered into a Note Purchase Agreement, pursuant to which Gamida Cell Ltd.’s wholly owned U.S. subsidiary, Gamida Cell
Inc., issued the notes with an aggregate original principal amount of $75.0 million to two funds affiliated with Highbridge Capital
Management LLC, or Highbridge, in the private placement. The notes are guaranteed by Gamida Cell Ltd. pursuant to an Indenture,
dated February 16, 2021, between Gamida Cell Inc., Gamida Cell Ltd., and Wilmington Savings Fund Society, FSB, which is filed as Exhibit 4.1 to the registration statement of which this prospectus forms
a part.
The notes were issued
on a senior unsecured basis, have a maturity date of February 15, 2026, bear 5.875% interest, and may be exchanged, at the election
of the holder, for ordinary shares of Gamida Cell Ltd. at an initial per share price of $17.76, subject to adjustments. The gross
proceeds from the private placement were approximately $75.0 million before deducting placement agent fees, escrowed amounts and
other expenses, and the transaction closed on February 16, 2021.
We agreed to file a registration
statement with the Securities and Exchange Commission, or SEC, of which this prospectus forms a part, to register the resale of
the ordinary shares issuable upon exchange of the notes.
ABOUT THIS
OFFERING
This prospectus relates
to the resale by the selling shareholders identified in this prospectus of up to 6,334,455 ordinary shares. All of the ordinary
shares in this offering will be sold by these selling shareholders. The selling shareholders may sell their 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.
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Ordinary shares offered
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Up to 6,334,455
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Ordinary shares currently outstanding
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59,200,153
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Use of Proceeds:
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We will not receive any proceeds from the sale of the 6,334,455 ordinary shares subject to resale by the selling shareholders under this prospectus.
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Risk Factors:
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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.
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Nasdaq Global Market Symbol:
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GMDA
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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 risks and uncertainties described
under the section captioned “Item 3. Key Information. Risk Factors” contained in our Annual Report on Form 20-F for
the year ended December 31, 2019, as filed with the SEC on February 26, 2020, which is incorporated by reference in this prospectus,
in their entirety, together with other information in this prospectus, the information and documents incorporated by reference
herein and therein. 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.
Our business could be adversely affected by the evolving
and ongoing COVID-19 global pandemic in regions where we or third parties on which we rely have significant manufacturing
facilities, concentrations of clinical trial sites or other business operations. The COVID-19 pandemic could adversely affect
our operations, including at our U.S. headquarters, which is currently subject to an order that requires all non-essential businesses
to cease in-person operations, and at our clinical trial sites, as well as the business or operations of our manufacturers,
CROs or other third parties with whom we conduct business.
Our business could be adversely affected by the effects of the
recent and evolving COVID-19 pandemic, which was declared by the World Health Organization as a global pandemic. The COVID-19 pandemic
has resulted in travel and other restrictions in order to reduce the spread of the disease including in the Commonwealth of Massachusetts,
where our U.S. operations are focused. The Commonwealth of Massachusetts declared a state of emergency related to the spread of COVID-19, and
the Governor of Massachusetts and other health officials in Massachusetts and surrounding states have announced aggressive orders,
health directives and recommendations to reduce the spread of the disease. Further, the Governor of Massachusetts issued an executive
order directing that all non-essential businesses close their physical operations and implement work-from-home schedules,
effective as of March 23, 2020. Accordingly, we have implemented work-from-home policies for all employees. The
effects of the executive order and our work-from-home policies may negatively impact productivity, disrupt our business and
delay our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions
and other limitations on our ability to conduct our business in the ordinary course. These and similar, and perhaps more severe,
disruptions in our operations could negatively impact our business, operating results and financial condition.
Some of our third-party manufacturers which we use for
the supply of materials for product candidates or other materials necessary to manufacture product to conduct preclinical tests
and clinical trials are located in countries affected by COVID-19, and should they experience disruptions, such as temporary closures
or suspension of services, we would likely experience delays in advancing these tests and trials. Currently, we expect no material
impact on the clinical supply of omidubicel or any of our product candidates.
In addition, our clinical trials may be affected by the COVID-19 pandemic.
Clinical site initiation and patient enrollment may be delayed due to prioritization of hospital resources toward the COVID-19 pandemic.
Some patients may not be able to comply with clinical trial protocols if quarantines impede patient movement or interrupt healthcare
services. Similarly, our ability to recruit and retain patients and principal investigators and site staff who, as healthcare providers,
may have heightened exposure to COVID-19 and adversely impact our clinical trial operations.
The spread of COVID-19, which has caused a broad impact globally,
may materially affect us economically. While the potential economic impact brought by, and the duration of, COVID-19 may be
difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing
our ability to access capital, which could in the future negatively affect our liquidity. In addition, a recession or market correction
resulting from the spread of COVID-19 could materially affect our business and the value of our common stock.
The global pandemic of COVID-19 continues to rapidly evolve.
The extent to which the COVID-19 pandemic impacts our business, our clinical development and regulatory efforts will depend
on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread
of the disease, the duration of the outbreak, travel restrictions, quarantines, social distancing requirements and business closures
in the United States and other countries, business disruptions and the effectiveness of actions taken in the United States and
other countries to contain and treat the disease. Accordingly, we do not yet know the full extent of potential delays or impacts
on our business, our clinical and regulatory activities, healthcare systems or the global economy as a whole. However, these impacts
could adversely affect our business, financial condition, results of operations and growth prospects.
In addition, to the extent the ongoing COVID-19 pandemic
adversely affects our business and results of operations, it may also have the effect of heightening many of the other risks and
uncertainties described in this ‘‘Risk Factors’’ section and in the “Risk Factors” incorporated
by reference herein.
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 stockholders. 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.
NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference
in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
or 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 and the information incorporated by reference in this prospectus, 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:
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the timing and conduct of our clinical trials of omidubicel, GDA-201 and our other 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;
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the clinical utility, potential advantages and timing or likelihood of regulatory filings and approvals of omidubicel, GDA-201 and our other product candidates;
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our plans regarding utilization of regulatory pathways that would allow for accelerated marketing approval in the United States, the European Union and other jurisdictions;
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our expectations regarding timing for application for and receipt of regulatory approval for any of our product candidates;
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our recurring losses from operations, which raised substantial doubt regarding our ability to continue as a going concern absent access to sources of liquidity;
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our ongoing and planned discovery and development of product candidates;
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our expectations regarding future growth, including our ability to develop, and obtain regulatory approval for, new product candidates;
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our expectations regarding when certain patents may be issued and the protection and enforcement of our intellectual property rights;
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our plans to develop and commercialize our product candidates;
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our estimates regarding the market opportunity for our product candidates;
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our ability to maintain relationships with certain third parties;
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our estimates regarding anticipated capital requirements and our needs for additional financing;
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our planned level of capital expenditures;
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our expectations regarding licensing, acquisitions and strategic partnering;
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our expectations regarding the maintenance of our foreign private issuer status; and
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the impact of government laws and regulations.
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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.
CAPITALIZATION
The following table sets
forth our cash and cash equivalents, available-for-sale financial assets and short-term deposits and capitalization as of September
30, 2020, on:
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an as adjusted basis to give effect to the sale of 9,343,750 of our
ordinary shares on December 21, 2020 and the private placement.
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The information set forth
in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited
financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus.
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As of September 30, 2020
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Actual
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As Adjusted
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(unaudited)
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(in thousands)
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Cash and cash equivalents, marketable securities and short-term deposits
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$
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73,311
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$
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217,199
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Liability in respect of government grants
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14,729
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14,729
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Lease liability
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5,460
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5,460
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Notes*
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-
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75,000
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Total liabilities
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38,140
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113,140
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Shareholders’ equity:
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Ordinary shares of NIS 0.01 par value: 100,000,000 shares authorized, actual; 100,000,000 shares authorized as adjusted; 49,556,663 shares issued and outstanding, actual; 58,900,413 shares issued and outstanding, as adjusted
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$
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138
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167
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Share premium
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304,944
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373,904
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Capital reserve due to actuarial loss
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(541
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(541
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Accumulated deficit
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(243,973
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)
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(243,973
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)
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Total shareholders’ equity
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60,568
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129,557
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Total capitalization
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$
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60,568
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129,557
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(*)
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The Company will evaluate the Notes under IAS 32 and other related literature to determine whether any provisions in the notes will be
separately accounted for as an equity or embedded derivative financial instrument. If the Company determines that there is an embedded
derivative instrument, it would be reflected separately on the balance sheet as a liability at fair value and the liability associated
with the respective convertible notes would be reduced by the initial fair value of the embedded derivative. The value of the embedded
derivative instruments, if any, would be adjusted quarterly for changes in fair values through the income statement.
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The number of ordinary
shares issued and outstanding, actual and as adjusted shown in the foregoing table is based on 49,556,663 ordinary shares outstanding
as of September 30, 2020 and excludes:
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3,780,010 ordinary shares reserved for issuance upon the exercise
of outstanding options as of September 30, 2020, at a weighted average exercise price of $5.06 per share;
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1,213,400 ordinary shares reserved for future issuance under our 2017
Share Incentive Plan, as of September 30, 2020, as well as any automatic increases in the number of common shares reserved for
future issuance under this plan;
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299,740 ordinary shares issued upon the exercise of options after
September 30, 2020; and
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3,313,512 ordinary shares issuable upon the exercise of outstanding
warrants to purchase ordinary shares, at a weighted average exercise price of $6.72 per share, which warrants are expected to remain
outstanding at the consummation of this offering.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the 6,334,455
ordinary shares subject to resale by the selling shareholders in this offering.
SELLING
SHAREHOLDERS
We are registering for
resale by the selling shareholders identified below up to 6,334,455 ordinary shares issuable upon the exchange of $75,000,000 of
the notes, as detailed in “Our Company—Recent Private Placement” above. We have agreed to file the registration
statement of which prospectus forms a part covering the resale of the ordinary shares sold in the private placement. We are registering
the ordinary shares in order to permit the selling shareholders to offer the ordinary shares for resale from time to time.
To our knowledge, none
of the selling shareholders are employees or suppliers of ours or our affiliates. Within the past three years, none of the selling
shareholders has held a position as an officer a director of ours, nor has any 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
shareholders, 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. None of the selling shareholders has any family relationships with our officers, directors or controlling
shareholders.
The term “selling
shareholders” also includes any transferees, pledgees, donees, or other successors in interest to the selling shareholders
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
shareholders who are able to use this prospectus to resell the ordinary shares registered hereby.
The table below lists
the selling shareholders and other information regarding the beneficial ownership of the ordinary shares held by the selling shareholders.
The second column lists the number of ordinary shares beneficially owned by the selling shareholders, based on its ownership of
ordinary shares as of February 28, 2021.
The third column lists
the ordinary shares being offered by this prospectus by the selling shareholders.
The fourth column assumes
the sale of all of the ordinary shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders
may sell all, some or none of their shares pursuant to this prospectus. See “Plan of Distribution.” Except as indicated
below or as otherwise described in this prospectus, each of the selling shareholders has represented to us that it is not a registered
broker-dealer or affiliated with a registered broker-dealer.
|
Name of Selling Shareholders
|
|
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)
|
|
|
0
|
|
|
|
3,783,781
|
|
|
|
0
|
|
|
Highbridge Convertible Dislocation Fund, L.P.(2)
|
|
|
0
|
|
|
|
2,550,674
|
|
|
|
0
|
|
|
(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 or warrants currently exercisable, or exercisable within 60 days of February 28, 2021, are
considered outstanding.
|
|
|
|
|
(2)
|
Highbridge
Capital Management, LLC is the trading manager of Highbridge Convertible Dislocation
Fund, L.P. and Highbridge Tactical Credit Master Fund, L.P. Each of Highbridge Convertible
Dislocation Fund, L.P. and 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 each of Highbridge Convertible
Dislocation Fund, L.P. and 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.
|
PLAN OF
DISTRIBUTION
The selling shareholders,
which as used herein includes donees, pledgees, transferees or other successors-in-interest selling ordinary shares received after
the date of this prospectus from a 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 their 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
shareholders 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 shareholders 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 shareholders may, from time to time, pledge or grant a security interest in some or all of the ordinary shares owned by
them and, if they default in the performance of their 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 shareholders 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 shareholders 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 shareholders may also sell ordinary shares short and deliver these securities to close out their short
positions, or loan or pledge the ordinary shares to broker-dealers that in turn may sell these securities. The selling shareholders
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 shareholders from the sale of the ordinary shares offered by them will be the purchase price
of the ordinary shares less discounts or commissions, if any. Each of the selling shareholders reserves the right to accept and,
together with their 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 shareholders also may resell all or a portion of the ordinary shares in open market transactions in reliance upon
Rule 144 under the Securities Act of 1933, or any other exemption from the registration requirements that become available
provided that they meet the criteria and conform to the requirements of that rule or exemption.
The
selling shareholders 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. Selling shareholders who are “underwriters” 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 names of the selling shareholders, 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 shareholders 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 shareholders and their 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 shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities
Act. The selling shareholders 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 shareholders 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 shareholders 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
the earlier of (1) 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 or (2) the date on which all of the ordinary shares may be sold without restriction
pursuant to Rule 144 of the Securities Act and all restrictive legends associated with the ordinary shares have been removed.
ENFORCEMENT
OF CIVIL LIABILITIES
We
are incorporated under the laws of the State of Israel. Service of process upon us and upon our 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 significant number of our directors and officers 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 673 Boylston Street, Boston, Massachusetts.
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 addition, even if an Israeli court agrees to
hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable,
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.
Certain matters of procedure may also 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:
|
|
●
|
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.
EXPERTS
The
consolidated financial statements as of December 31, 2019 and 2018 and for each of the three years in the period ended December
31, 2019, incorporated in this Prospectus by reference to the Company’s Annual Report on Form 20-F filed on February 26,
2020 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 (which contain an explanatory paragraph describing conditions that raise
substantial doubt about the Company’s ability to continue as a going concern as described in Note 1d to the Consolidated
Financial Statements) 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.
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.
EXPENSES
The
following are the estimated expenses related to the filing of the registration statement of which this prospectus forms a part,
all of which will be paid by us. In addition, we may incur additional expenses in the future in connection with the offering of
our securities pursuant to this prospectus. If required, any such additional expenses will be disclosed in a prospectus supplement.
|
SEC registration fee
|
|
$
|
6,700
|
|
|
Legal fees and expenses
|
|
|
50,000
|
|
|
Accounting fees and expenses
|
|
|
20,000
|
|
|
Miscellaneous
|
|
|
23,300
|
|
|
Total
|
|
$
|
100,000
|
|
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of
this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents
we are incorporating by reference as of their respective dates of filing are:
The
following documents filed with or furnished to the SEC by us are incorporated by reference in this registration statement:
|
|
●
|
Our
Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the
SEC on February 26, 2020;
|
|
|
●
|
Our
Reports on Form 6-K filed with the SEC on January 3, 2020, January 13, 2020, February 25, 2020, May 12, 2020, May 15, 2020, May 18, 2020, May 20, 2020, May 21, 2020, July 13 2020, July 21, 2020, August 12, 2020, September 10, 2020, September 14, 2020, October 6, 2020, October 13, 2020, November 10, 2020, December 8, 2020, December 9, 2020, December 14, 2020, December 17, 2020, December 21, 2020, February 10, 2021 and February 16, 2021;
and
|
|
|
●
|
The
description of our ordinary shares contained in our Registration Statement on Form 8-A,
filed with the SEC on October 23, 2018, including any amendments or reports filed for
the purposes of updating this description.
|
All
subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall
be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents.
We may also incorporate part or all of any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering
by identifying in such Forms 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and
any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the
date of submission of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
The
information we incorporate by reference is an important part of this prospectus, and later information that we file with the SEC
will automatically update and supersede the information contained in this prospectus.
We
will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in
this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents.
Please direct your written or telephone requests to us at: 5 Nahum Heftsadie Street Givaat Shaul, Jerusalem 91340 Israel. Our
telephone number in Israel is +972 (2) 659-5666.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the securities described
in this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information
included in the registration statement that we filed.
As
of the date of this prospectus, we are subject to the informational requirements of the Exchange Act applicable to foreign private
issuers. So long as we are a foreign private issuer, we anticipate filing with the SEC, within three months after the end of each
fiscal year, an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We also
furnish or file with the SEC Reports of Foreign Private Issuer on Form 6-K and other information with the SEC as required by the
Exchange Act. We, as a “foreign private issuer,” are exempt from the rules under the Exchange Act prescribing certain
disclosure and procedural requirements for proxy solicitations, and our officers, directors and principal shareholders are exempt
from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with
respect to their purchases and sales of shares. In addition, we are not required to file annual, quarterly and current reports
and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the
Exchange Act.
The
SEC maintains a site on the Internet at http://www.sec.gov, which contains reports and other information that we file electronically
with the SEC.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
6. Indemnification of Directors, Officers and Employees
Under
the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. A company
may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company
as a result of a breach of the duty of care but only if a provision authorizing such exculpation is included in its articles of
association. Our amended and restated articles of association include such a provision. An Israeli company may not exculpate a
director from liability arising out of a breach of the duty of care with respect to a dividend or distribution to shareholders.
Under
the Companies Law and the Securities Law, 5728-1968, or the Securities Law, a company may indemnify an office holder in respect
of the following liabilities, payments and expenses incurred for acts performed as an office holder, either pursuant to an undertaking
made in advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles
of association:
|
|
●
|
a monetary liability incurred by or imposed
on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved
by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance,
then such undertaking must be limited to certain events which, in the opinion of the board of directors, can be foreseen based
on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined
by the board of directors as reasonable under the circumstances, and such undertaking shall detail the foreseen events and
described above amount or criteria;
|
|
|
●
|
reasonable litigation expenses, including
reasonable attorneys’ fees, incurred by the office holder as (1) a result of an investigation or proceeding instituted
against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment
was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was
imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if
such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent;
or (2) in connection with a monetary sanction; a monetary liability imposed on him or her in favor of an injured party at
an Administrative Procedure (as defined below) pursuant to Section 52(54)(a)(1)(a) of the Securities Law;
|
|
|
●
|
expenses incurred by an office holder
in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable
attorneys’ fees; and
|
|
|
●
|
reasonable litigation expenses, including
attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by
the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted
or as a result of a conviction for an offense that does not require proof of criminal intent.
|
“Administrative
Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4
(Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or
Interruption of procedures subject to conditions) to the Securities Law.
Under
the Companies Law and the Securities Law, a company may insure an office holder against the following liabilities incurred for
acts performed by him or her as an office holder if and to the extent provided in the company’s articles of association:
|
|
●
|
a breach of duty of care to the company
or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder;
|
|
|
●
|
a breach of duty of loyalty to the company,
provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the
company;
|
|
|
●
|
a monetary liability imposed on the office
holder in favor of a third party;
|
|
|
●
|
a monetary liability imposed on the office
holder in favor of an injured party at an Administrative Procedure pursuant to Section 52(54)(a)(1)(a) of the Securities Law;
and
|
|
|
●
|
expenses incurred by an office holder
in connection with an Administrative Procedure, including reasonable litigation expenses and reasonable attorneys’ fees.
|
Item
9. Exhibits
|
Exhibit
Number
|
|
Description
of Document
|
|
|
|
|
|
3.1
|
|
Amended and Restated Articles of Association of Gamida Cell Ltd. (filed as Exhibit 3.1 to Form 6-K filed on November 1, 2018, and incorporated herein by reference).
|
|
|
|
|
|
4.1
|
|
Indenture dated February 16, 2021, by and among Gamida Cell Inc., Gamida Cell Ltd. and Wilmington Savings Fund Society, FSB (filed as Exhibit 4.1 to Form 6-K (File No. 001-38716) filed on February 16, 2021, and incorporated herein by reference).
|
|
|
|
|
|
4.2
|
|
Registration Rights Agreement dated February 16, 2021, by and among Gamida Cell Inc., Gamida Cell Ltd., Highbridge Tactical Credit Master Fund, L.P., and Highbridge Convertible Dislocation Fund, L.P. (filed as Exhibit 10.2 to Form 6-K (File No. 001-38716) filed on February 16, 2021, and incorporated herein by reference).
|
|
|
|
|
|
4.3
|
|
Form of Exchangeable Senior Note, (filed as Exhibit 4.2 to Form 6-K (File No. 001-38716) filed on February 16, 2021, and incorporated herein by reference).
|
|
|
|
|
|
5.1*
|
|
Opinion of Meitar | Law Offices
|
|
|
|
|
|
23.1*
|
|
Consent of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global
|
|
|
|
|
23.2*
|
|
Consent of Meitar | Law Offices (included in Exhibit 5.1 to this registration statement on Form F-3).
|
Item
10. Undertakings
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of
Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus,
by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed
to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5)
That, for the purpose of determining liability under the Securities Act to any purchaser,
(i)
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirement of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, the City of Boston, Massachusetts on March 1, 2021.
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GAMIDA CELL
LTD.
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By:
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/s/
Julian Adams
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Julian
Adams
Chief
Executive Officer
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Julian Adams and Shai Lankry, and each of them singly, our true
and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities
indicated below the registration statement on Form F-3 filed herewith, and any and all pre-effective and post-effective amendments
to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, as amended,
in connection with the said registration under the Securities Act, as amended, and to file or cause to be filed the same, with
all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that
said attorneys, and each of them, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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/s/ Julian Adams
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Chief Executive Officer and Director
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March 1, 2021
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Julian Adams
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(Principal Executive Officer)
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Date
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/s/ Shai Lankry
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Chief Financial Officer
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March 1, 2021
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Shai Lankry
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(Principal Financial Officer and Principal Accounting
Officer)
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Date
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/s/ Robert I. Blum
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Chairman of the Board of Directors
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March 1, 2021
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Robert I. Blum
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Date
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/s/ Ofer Gonen
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Director
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March 1, 2021
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Ofer Gonen
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Date
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/s/ Stephen T. Wills
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Director
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March 1, 2021
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Stephen T. Wills
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Date
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/s/ Kenneth I. Moch
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Director
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March 1, 2021
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Kenneth I. Moch
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Date
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/s/ Dr. Michael S. Perry
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Director
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March 1, 2021
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Dr. Michael S. Perry
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Date
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/s/ Shawn Tomasello
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Director
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March 1, 2021
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Shawn Tomasello
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Date
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/s/ Nurit Benjamini
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Director
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March 1, 2021
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Nurit Benjamini
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Date
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/s/ David Fox
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Director
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March 1, 2021
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David Fox
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Date
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, as amended, the undersigned duly authorized representative in the United States of Gamida Cell
Ltd., has signed this registration statement on March 1, 2021.
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GAMIDA
CELL INC.
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/s/
Julian Adams
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Julian Adams, CEO
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II-5
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