Filed Pursuant
to Rule 424(b)(5)
Registration Statement No. 333-259472
The
information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement
and the accompanying prospectus are not offers to sell these
securities, and we are not soliciting offers to buy these
securities in any jurisdiction where the offer or sale is not
permitted.
SUBJECT
TO COMPLETION, DATED SEPTEMBER 27, 2022
PRELIMINARY
PROSPECTUS SUPPLEMENT
(to Prospectus dated April 1, 2022)
Gamida Cell
Ltd.
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Ordinary
Shares
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All of
the ordinary
shares in this offering are being sold by the company. Our ordinary
shares are traded on The Nasdaq Global Market, or Nasdaq, under the
symbol “GMDA.” On September 26, 2022, the last reported sale
price of our ordinary shares on Nasdaq was $1.91
per ordinary
share.
We are an
“emerging growth company” as that term is used in the Jumpstart Our
Business Startups Act of 2012 and, as such, have elected
to comply with certain reduced public company reporting
requirements for this prospectus and future filings.
___________________
Investing in
our ordinary shares involves a high degree of risk. See “Risk
Factors” beginning on page S-7
to read about
factors you should consider before buying our ordinary shares, on
page 4 of the accompanying prospectus and in the documents
incorporated by reference into this prospectus
supplement.
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Per
Share
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Total
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Public offering
price
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$
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$
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Underwriting
discount and commissions(1)
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$
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$
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Proceeds before
expenses to us
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$
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$
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We have granted
the underwriters an option for a period of 30 days from the
date of this prospectus supplement to purchase up to additional
ordinary shares at the public offering price per share, less
underwriting discounts and commissions. If the underwriters
exercise the option in full, the total underwriting discounts and
commissions payable by us will be
$ and
the total proceeds to us, before expenses, will be
$ .
Certain of our
directors and executive officers, including the Chairman of our
Board of Directors, have indicated an interest in purchasing
a portion
of our
ordinary shares in this offering at the public offering price.
However, because indications of interest are not binding agreements
or commitments to purchase, the underwriters may determine to sell
no ordinary shares in this offering to such individuals, and such
individuals may determine to purchase no securities in this
offering.
Neither the
Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
The
underwriters expect to deliver the ordinary shares against payment
in New York, New York on or about September ,
2022.
Joint
Book-Running
Managers
Piper
Sandler
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JMP
Securities
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A
CITIZENS
COMPANY
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Prospectus
Supplement dated September ,
2022
Table of
Contents
S-i
Table of
Contents
ABOUT THIS PROSPECTUS
SUPPLEMENT
On March 25, 2022, we filed with the Securities and Exchange
Commission, or SEC, an amendment on Form S-3 to the registration statement on
Form F-3 (File
No. 333-259472), which was
originally filed on September 13, 2021, utilizing a shelf
registration process relating to the securities described in this
prospectus supplement. The amended registration statement on
Form S-3 was declared effective
on April 1, 2022. Under this shelf registration process, we
may, from time to time, sell ordinary shares, debt securities,
warrants, rights, and units for an aggregate initial offering price
not to exceed $150,000,000. The registration statement on
Form S-3 also registered the sale
of up to $50.0 million of our ordinary shares under an Open
Market Sale Agreement, dated September 10, 2021, between the
Registrant and Jefferies LLC, which are not being offered
hereby.
This document consists of two parts. The first part is this
prospectus supplement, which describes the specific terms of this
offering and also adds to and updates information contained in the
accompanying prospectus and the documents incorporated by reference
into this prospectus supplement and the accompanying prospectus.
The second part is part of a registration statement that we filed
with the SEC using a “shelf” registration process. The accompanying
prospectus, gives more general information, some of which may not
apply to this offering. Generally, when we refer to this
prospectus, we are referring to the combined document consisting of
this prospectus supplement and the accompanying prospectus.
In this prospectus supplement, as permitted by law, we “incorporate
by reference” information from other documents that we file with
the SEC. This means that we can disclose important information
to you by referring to those documents. The information
incorporated by reference is considered to be a part of this
prospectus supplement and the accompanying prospectus, and should
be read with the same care. When we make future filings with the
SEC to update the information contained in documents that have been
incorporated by reference, the information included or incorporated
by reference in this prospectus supplement is considered to be
automatically updated and superseded. If the description of the
offering varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information
contained in this prospectus supplement. However, if any statement
in this prospectus supplement or the accompanying prospectus is
inconsistent with a statement in another document having a later
date (including a document incorporated by reference in the
accompanying prospectus), the statement in the document having the
later date modifies or supersedes the earlier statement.
Neither we nor the underwriters have authorized anyone to provide
you with information different from that contained in this
prospectus supplement, the accompanying prospectus or any free
writing prospectus we have authorized for use in connection with
this offering. We and the underwriters take no responsibility for,
and can provide no assurance as to the reliability of, any other
information that others may give you. The information contained in,
or incorporated by reference into, this prospectus supplement, the
accompanying prospectus, and any free writing prospectus we have
authorized for use in connection with this offering is accurate
only as of the date of each such document. Our business, financial
condition, results of operations and prospects may have changed
since those dates. You should read this prospectus supplement, the
accompanying prospectus, the documents incorporated by reference in
this prospectus supplement, the accompanying prospectus and any
free writing prospectus that we have authorized for use in
connection with this offering in their entirety before making an
investment decision. You should also read and consider the
information in the documents to which we have referred you in the
sections of the accompanying prospectus entitled “Where You Can
Find More Information” and “Incorporation of Certain Documents by
Reference.” These documents contain important information that you
should consider when making your investment decision.
S-ii
Table of
Contents
We are offering to sell, and seeking offers to buy, our ordinary
shares only in jurisdictions where offers and sales are permitted.
The distribution of this prospectus supplement, the accompanying
prospectus or any free writing prospectus we have authorized for
use in connection with this offering and the offering of the
ordinary shares in certain jurisdictions may be restricted by law.
Persons outside the United States who come into possession of
this prospectus supplement, the accompanying prospectus or any free
writing prospectus we have authorized for use in connection with
this offering must inform themselves about, and observe any
restrictions relating to, the offering of the ordinary shares and
the distribution of this prospectus supplement, the accompanying
prospectus and any free writing prospectus we have authorized for
use in connection with this offering outside the
United States. This prospectus supplement, the accompanying
prospectus and any free writing prospectus we have authorized for
use in connection with this offering do not constitute, and may not
be used in connection with, an offer to sell, or a solicitation of
an offer to buy, any securities offered by this prospectus
supplement, the accompanying prospectus or any such free writing
prospectus by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or solicitation.
We further note that the representations, warranties and covenants
made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in the prospectus
supplement or the accompanying prospectus were made solely for the
benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such
agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when
made. Accordingly, such representations, warranties and covenants
should not be relied on as accurately representing the current
state of our affairs.
Gamida Cell, omidubicel and GDA-201
are trademarks of ours that we use in this prospectus supplement
and the accompanying prospectus. This prospectus supplement and the
accompanying prospectus also include trademarks, tradenames and
service marks that are the property of other organizations. Solely
for convenience, our trademarks and tradenames referred to in this
prospectus supplement and the accompanying prospectus appear
without the ® or ™ symbols, but those references are not intended
to indicate, in any way, that we will not assert, to the fullest
extent under applicable law, our rights, or the right of the
applicable licensor to our trademark and tradenames. We do not
intend to use or display other companies’ trademarks and trade
names to imply a relationship with, or endorsement or sponsorship
of us by, any other companies.
The financial statements incorporated by reference in this
prospectus supplement and the accompanying prospectus have been
prepared in accordance with accounting principles generally
accepted in the United States, or GAAP, as issued by the
Financial Accounting Standards Board, FASB. We have made
rounding adjustments to some of the figures included in this
prospectus supplement. Accordingly, numerical figures shown as
totals in some tables may not be an arithmetic aggregation of the
figures that preceded them.
Unless the context indicates otherwise, references in this
prospectus to “NIS” are to the legal currency of Israel, and
“U.S. dollars,” “$” or “dollars” are to United States
dollars. References in this prospectus supplement to “Gamida Cell,”
“Gamida,” “the Company,” “we,” “us” and “our” refer to Gamida Cell
Ltd. and our wholly owned subsidiary Gamida Cell Inc., except where
the context otherwise requires or as otherwise indicated.
S-iii
Table of
Contents
Market, Industry and Other
Data
This prospectus supplement contains estimates, projections and
other information concerning our industry, our business, and the
markets for our product candidates. Information that is based on
estimates, forecasts, projections, market research or similar
methodologies is inherently subject to uncertainties, and actual
events or circumstances may differ materially from events and
circumstances that are assumed in this information. Unless
otherwise expressly stated, we obtained this industry, business,
market and other data from our own internal estimates and research
as well as from reports, research surveys, studies and similar data
prepared by market research firms and other third parties,
industry, medical and general publications, government data and
similar sources.
In addition, assumptions and estimates of our and our industry’s
future performance are necessarily subject to a high degree of
uncertainty and risk due to a variety of factors, including those
described in “Risk Factors” in this prospectus supplement and the
accompanying prospectus. These and other factors could cause our
future performance to differ materially from our assumptions and
estimates. See “Special Note Regarding Forward Looking
Statements” in the accompanying prospectus.
S-iv
Table of
Contents
PROSPECTUS SUPPLEMENT
SUMMARY
This summary highlights
selected information contained elsewhere in this prospectus
supplement and does not contain all of the information that you
should consider in making your investment decision. Before deciding
to invest in our ordinary shares, you should read this entire
prospectus carefully, including the sections of this prospectus
entitled “Risk Factors”, the accompanying prospectus and the
documents that are incorporated herein and therein by reference,
including any financial statements in such documents and the notes
to those financial statements, and in any free writing prospectus
that we have authorized for use in connection with this offering,
before making an investment decision. This prospectus supplement
may add to, update or change information contained in or
incorporated by reference in the accompanying
prospectus.
Overview
We are an advanced cell therapy company committed to cures for
blood cancers and serious hematologic 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 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.
Hematopoietic stem cell transplantation, or HSCT, is subject to a
number of significant limitations, including: (i) delays in
finding a suitable match, during which disease progression may make
patients ineligible for transplant; (ii) an insufficient
number or delayed engraftment of donor cells, leaving patients
without a functioning immune system and leading to potentially
life-threatening immune deficiency
following transplant; (iii) a lack of long-term compatibility between the donor cells and
the patient’s own cells, resulting in potentially fatal graft
versus host disease, or GvHD; and (iv) older donor age may
correspond to a negative impact on the patient’s outcome. In
addition, there is ethnic and racial disparity in access to HSCT:
data from 2018 indicate that white patients of European descent are
approximately four times more likely to receive a transplant than
Black patients.
Umbilical cord blood is a readily available source of stem cells
for patients who need HSCT and do not have a matched related donor.
It is easier to find a match when using stem cells derived from
cord blood, since a full match is not required for a successful
transplant using cord blood. However, on average, a typical cord
blood graft contains approximately one-tenth the number of stem and progenitor cells
compared to stem cell grafts from adult bone marrow or peripheral
blood donors. This lower number of cells may delay engraftment of
the donor cells and reconstitution of the immune system. This, in
turn, increases both time in the hospital and the likelihood that a
patient might contract a life-threatening infection.
Omidubicel, our lead product candidate, is designed to address the
limitations of hematopoietic stem cell transplantation. Omidubicel
consists of NAM-expanded and enhanced
hematopoietic stem cells and differentiated immune cells, including
T cells. The final cell therapy product is cryopreserved until the
patient is ready to begin the transplant, when it is thawed and
infused. Omidubicel has the potential to be a stem cell graft in
two broad patient groups: (i) patients with high-risk leukemias and lymphomas who require HSCT but
who lack access to an appropriate matched related donor; and
(ii) patients with severe hematologic disorders such as severe
aplastic anemia.
S-1
Table of
Contents
In October 2021, the complete results from our pivotal
Phase 3 clinical study of omidubicel in 125 patients with
various hematologic malignancies were published in the
peer-reviewed medical
journal Blood. The trial
achieved its primary endpoint of time to neutrophil engraftment as
well as all three of the prespecified secondary endpoints. These
secondary endpoints were the proportion of patients who achieved
platelet engraftment by day 42, the proportion of patients
with grade 2 or grade 3 bacterial or invasive fungal infections in
the first 100 days following transplant, and the number
of days alive and out of the hospital in the first
100 days following transplant. All three secondary endpoints
demonstrated statistical significance in an intent-to-treat
analysis.
In December 2021, we also reported data from an analysis of a
subset of 37 patients from the Phase 3 randomized trial of
omidubicel at Annual Meeting of the American Society of Hematology,
or ASH. The analysis was aimed at investigating the reduced
infection rates observed in the study and showed that the
omidubicel-treated patients had more
rapid recovery of a wide variety of immune cells including CD4+ T
cells, B cells, NK cells and dendritic cell subtypes. The robust
recovery of the immune system provides rationale for fewer severe
bacterial, fungal and viral infections in patients treated with
omidubicel. Additional analyses are ongoing to further characterize
the immune recovery following omidubicel transplantation. In
July 2022, our BLA for omidubicel was accepted by the FDA for
priority review. The FDA set an action date of January 30,
2023 under the Prescription Drug User Fee Act, or PDUFA. The
FDA also indicated in the BLA filing communication letter that it
is not planning to hold an advisory committee meeting as part of
the BLA review.
In addition, we have applied our NAM cell expansion technology to
natural killer, or NK, cells, to develop our initial NK product
candidate, GDA-201, an
investigational, NK cell-based
immunotherapy for the treatment of hematologic and solid tumors in
combination with standard of care antibody therapies. A fresh
formulation of GDA-201 was evaluated
in a Phase 1/2 investigator-sponsored trial for the treatment of relapsed or
refractory non-Hodgkin lymphoma, or
NHL, and multiple myeloma, or MM. Data from the trial
demonstrate that GDA-201 was
well-tolerated and no dose-limiting toxicities were observed in 19 patients
with NHL and 16 patients with MM. The data show that
therapy using GDA-201 with monoclonal
antibodies demonstrated significant clinical activity in heavily
pretreated patients with advanced NHL. Of the 19 patients with
NHL, 13 complete responses and one partial response were observed,
with an overall response rate of 74% and a complete response rate
of 68%. At the December 2021 Annual Meeting of ASH, we
reported two-year follow-up data from this clinical trial and reported on
two-year outcomes and cytokine
biomarkers associated with survival. The data demonstrated a median
duration of response of 16 months (range 5-36 months), an overall survival at
two years of 78% (95% CI, 51%–91%) and a safety profile
similar to that reported previously.
In September 2021, we submitted an investigational new drug
application, or IND, for a Phase 1/2 clinical trial of a
cryopreserved formulation of GDA-201
in patients with follicular and diffuse large B-cell lymphomas, which was subsequently placed on
clinical hold prior to the initiation of patient dosing, and on
April 21, 2022, we received correspondence from the FDA
indicating that the FDA had removed the clinical hold and cleared
our IND for GDA-201. In
August 2022, we treated the first patient with GDA-201 in this study.
Recent
Developments
Chief Executive Officer
Transition
On September 17, 2022, the board of directors of the Company,
or the Board, approved the appointment of Abigail Jenkins, M.S. as
the Company’s President and Chief Executive Officer, effective upon
Ms. Jenkins’ commencement of full-time
employment with the Company on September 19, 2022. The Board
also appointed Ms. Jenkins as a Class I director of the Board,
effective as of September 19, 2022, to hold office until
the
S-2
Table of
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Company’s 2025 annual general meeting of shareholders and until her
successor shall have been elected and qualified, or until her
earlier death, resignation or removal. Ms. Jenkins previously
served as Chief Commercial and Business Officer at Lyndra
Therapeutics, Inc. On September 19, 2022, in connection with
Ms. Jenkins’ appointment and as part of a planned succession
process, Julian Adams submitted notice of his resignation as the
Chief Executive Officer of the Company and its subsidiary,
effective immediately. Dr. Adams will remain with the Company
as a member of the Board.
Convertible Debt Commitment
Letter
On September 27, 2022, we entered into a commitment letter, or the
Commitment Letter, with Highbridge Tactical Credit Master Fund,
L.P., or one or more of the funds managed, advised or
sub-advised by Highbridge Capital
Management, LLC and/or for which Highbridge Capital Management LLC
acts as trading manager and not in its individual capacity, or
collectively, Highbridge, pursuant to which Highbridge has
committed to provide a senior secured, convertible term loan, or
the Loan, in the aggregate original principal amount of
$25 million, to us or our subsidiary, Gamida Cell Inc., to be
issued with a 3% original issue discount. The commitments of
Highbridge under the Commitment Letter and as described in this
prospectus are subject to certain conditions, including the closing
of this offering resulting in gross proceeds to us of not less than
$20 million. The Commitment Letter does not represent a
definitive credit facility and there is no guarantee that we will
be able to obtain a term loan of $25 million on the terms set
forth in the Commitment Letter or at all. As such, upon further
negotiation of the Loan's definitive agreement, the terms described
herein may be subject to material changes.
The terms of the Loan as set forth in the Commitment Letter
include: (i) a maturity date 24 months from the closing
date for the Loan; and (ii) an annual interest rate of 7.50%,
subject to increase to 12.00% upon the occurrence of certain
events, payable on a quarterly basis, and, subject to certain
conditions, payable in the Company’s ordinary shares which will be
valued at 95% of the volume weighted average price over a period to
be agreed upon. The Commitment Letter provides that the obligations
under the Loan will be secured by substantially all of our assets
and the assets of our subsidiaries.
Pursuant to the Commitment Letter, subject to certain limitations,
the Loan will be convertible at Highbridge’s option into our
ordinary shares together with a make-whole premium at a conversion price that will be
at a 35% premium to the volume weighted average price of our
ordinary shares for the three-trading day period commencing on
September 28, 2022, subject to certain adjustments. The
Commitment Letter provides that the Loan will be callable at any
time, subject to certain conditions, at a redemption price equal to
the principal amount of the Loan to be redeemed and including a 5%
redemption premiums and a make-whole
premium. The Commitment Letter specifies that we will begin monthly
repayments on the Loan of principal and accrued but unpaid interest
on such amount with the make-whole
amount, four months after the closing of the Loan. The
Commitment Letter provides that the definitive loan documentation
will contain customary terms including: (i) events of default,
including a change of control; (ii) a minimum liquidity
covenant of $20 million; and (iii) negative covenants,
including restrictions on indebtedness, liens, mergers, asset
transfers, certain investing activities and other matters
customarily restricted in such agreements. We also expect to pay
certain fees and expenses of Highbridge and to enter into a
registration rights agreement with Highbridge, pursuant to which we
will be required to file a registration statement registering the
resale by Highbridge of any ordinary shares of the Company issuable
pursuant to the terms of the Loan within 30 days after the
closing date for the Loan.
Corporate
Information
We were incorporated in 1998 as an Israeli corporation. Our
principal executive offices are located at 116 Huntington Avenue,
Boston, Massachusetts 02116 and we have offices, laboratory space
and manufacturing facilities in Israel. Our telephone number is
(617) 892-9080. Our website
address is www.gamida-cell.com. The
information contained on our website and available through our
website is an inactive textual reference only.
S-3
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Implications of Being an
“Emerging Growth Company”
We qualify as an “emerging growth company” as defined in the
Jumpstart our Business Startups Act of 2012, or the JOBS
Act. As an emerging growth company, we may take advantage of
specified reduced reporting and other burdens that are otherwise
applicable generally to public companies. These provisions
include:
• an
exemption from the auditor attestation requirement in the
assessment of our internal control over financial reporting
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the
Sarbanes-Oxley Act; and
• reduced
disclosure obligations regarding executive compensation in our
periodic reports and other filings and exemptions from the
requirements of holding a non-binding
advisory vote on executive compensation, including golden parachute
compensation.
We may take advantage of these provisions for up to five years
or such earlier time that we are no longer an emerging growth
company. We will remain an emerging growth company until the
earliest of (i) December 31, 2023; (ii) the
last day of the fiscal year in which we have total annual
gross revenues of $1.07 billion or more; (iii) the date
on which we have issued more than $1.0 billion in
non-convertible debt during the
previous three years; or (iv) the date on which we are
deemed to be a large accelerated filer under the rules of the SEC,
which means the market value of our ordinary shares that are held
by non-affiliates equals or exceeds
$700.0 million as of the prior June 30.
In this prospectus supplement and the accompanying prospectus, we
have taken advantage of certain of the reduced reporting
requirements as a result of being an emerging growth company.
Accordingly, the information contained herein may be different than
the information you receive from other public companies in which
you hold equity securities.
S-4
Table of
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THE
OFFERING
Ordinary shares offered by
us
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ordinary
shares.
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Ordinary shares outstanding
prior to this offering
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ordinary
shares.
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Ordinary shares to be
outstanding immediately after this offering
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ordinary
shares (or ordinary
shares if the underwriters exercise their option to purchase an
additional ordinary shares in full).
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Option to purchase additional
ordinary shares
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We have granted the underwriters an option for a period of
30 days after the date of this prospectus to purchase up to
additional ordinary
shares.
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Insider
Participation
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Certain of our directors and executive officers, including the
Chairman of our Board of Directors, have indicated an interest in
purchasing a portion of our ordinary shares in this offering at the
public offering price. However, because indications of interest are
not binding agreements or commitments to purchase, the underwriters
may determine to sell no ordinary shares in this offering to such
individuals, and such individuals may determine to purchase no
securities in this offering.
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Use
of Proceeds
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We estimate that the net proceeds from our issuance and sale of
ordinary shares in this offering will be approximately
$ million,
or approximately $ million
if the underwriters exercise their option to purchase additional
ordinary shares in full, after deducting estimated underwriting the
estimated underwriting discount and estimated offering expenses
payable by us.
We intend to use the net proceeds from this offering, together with
our existing cash and cash equivalents and trading financial
assets: for (i) commercial readiness activities to support
potential launch of omidubicel, if approved; (ii) the
continued clinical development of our NK product candidates,
including GDA-201; and
(iii) general corporate purposes, including general and
administrative expenses and working capital.
See “Use of Proceeds” on page S-10 of this prospectus supplement for more
information about the intended use of proceeds from this
offering.
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Risk
Factors
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Investing in our ordinary shares involves significant risks. See
the information under the heading “Risk Factors” beginning on page
S-7 of this prospectus supplement, on
page 4 of the accompanying prospectus and in the documents
incorporated by reference into this prospectus supplement for a
discussion of factors you should carefully consider before deciding
to invest in our ordinary shares.
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Nasdaq Global Market
symbol
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Our ordinary shares are listed for trading on Nasdaq under the
symbol “GMDA.”
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S-5
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Unless otherwise stated, the number of ordinary shares to be
outstanding after this offering is based on ordinary
shares outstanding as of June 30, 2022, and excludes:
• ordinary
shares reserved for issuance upon the exercise of outstanding
options as of June 30, 2022, at a
weighted average exercise price of
$ per
share
and ordinary
shares reserved for issuance upon the settlement of restricted
shares and restricted share units, at a weighted average price of
$ ;
• ordinary
shares reserved for future issuance under our 2017 Share Incentive
Plan, as of June 30, 2022, as
well as any automatic increases in the number of common shares
reserved for future issuance under this plan;
• ordinary
shares issued upon the exercise of options after June 30, 2022; and
• ordinary
shares issuable upon the exercise of outstanding warrants to
purchase ordinary shares, at a weighted average exercise price of
$ per
share, which warrants are expected to remain outstanding at the
consummation of this offering.
Unless otherwise indicated, all information in this prospectus
assumes that the underwriters do not exercise their option to
purchase up to an additional ordinary
shares.
S-6
Table of
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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 sections captioned
“Item 1A. Risk Factors” contained in our Quarterly Report
on Form 10-Q for the quarter ended June 30, 2022, as
filed with the SEC on August 15, 2022, which is incorporated
by reference in this prospectus supplement and the accompanying
prospectus, in its entirety, together with other information in
this prospectus supplement, the accompanying prospectus (including
the section entitled “Risk Factors” starting on page 4
thereof), the information and documents incorporated by reference
herein and therein, and in any free writing prospectus that we have
authorized for use in connection with this offering. 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 Business
Operations
We will need additional capital to support our operations and
growth.
We have entered into a commitment letter, or the Commitment Letter,
for a $25 million secured term loan facility, or the Loan, to
be provided to us by Highbridge Tactical Credit Master Fund, L.P,
or one or more of the funds managed, advised or sub-advised by Highbridge Capital Management, LLC
and/or for which Highbridge Capital Management LLC acts as trading
manager and not in its individual capacity, or collectively,
Highbridge. Consummation of this offering is a condition
precedent to the closing of the secured term loan facility, but
this offering is not conditioned on the closing of the secured term
loan facility. The definitive agreements for the Loan are still
pending, and we cannot guarantee that we will be able to obtain the
Loan on the terms set forth in the Commitment Letter or at all. In
connection with the Loan, we and our subsidiaries will provide the
lender with a fully perfected, first-lien security interest on all of our assets, and
we will incur fixed payment obligations until the Loan is fully
repaid. Moreover, we will be required to agree to certain
restrictive covenants, such as limitations on our ability to incur
additional debt, limitations on our ability to sell assets and
other operating restrictions that could adversely impact our
ability to conduct our business.
We continue to seek additional financing in order to support
current operations as well as execute on our growth strategy. We
may not be able to obtain additional financing in sufficient
amounts or on terms acceptable to us, if at all. If we are unable
to obtain funding on a timely basis, we may be required to
significantly curtail, delay or discontinue one or more of the
lines of operations of our business or be unable to expand our
operations or otherwise capitalize on our business opportunities,
as desired, which could materially affect our business, financial
condition and results of operations.
Risks Related to this
Offering and Ownership of Our Ordinary Shares
If you purchase our ordinary shares in this offering, you will
incur immediate and substantial dilution in the book value of your
shares.
The public offering price of our ordinary shares will be
substantially higher than the net tangible book value per share of
our ordinary shares. Therefore, if you purchase ordinary shares in
this offering, you will pay a price per share that substantially
exceeds our net tangible book value per share after this offering.
To the extent that outstanding options and warrants are exercised,
you will incur further dilution. Based on the public offering price
of $ per
share, you will experience immediate dilution of
$ per
share, representing the difference between our as adjusted net
tangible book value per share after giving effect to this offering
and the assumed public offering price. In addition, purchasers of
ordinary shares in this offering will have contributed
approximately %
of the aggregate price paid by all purchasers of our shares but
will own only approximately %
of our ordinary shares outstanding after this offering.
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You may experience future dilution as a result of future equity
offerings.
In order to raise additional capital, we expect to offer in the
future 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.
Our management will have broad discretion in the use of the net
proceeds from this offering and may allocate the net proceeds from
this offering in ways that you and other shareholders may not
approve.
Our management will have broad discretion in the use of the net
proceeds, including for any of the purposes described in the
section entitled “Use of Proceeds,” and you will not have the
opportunity as part of your investment decision to assess whether
the net proceeds are being used appropriately. Because of the
number and variability of factors that will determine our use of
the net proceeds from this offering, their ultimate use may vary
substantially from their currently intended use. The failure of our
management to use these funds effectively could harm our business.
Pending their use, we may invest the net proceeds from this
offering in short-term,
investment-grade, interest-bearing securities and depositary institutions.
These investments may not yield a favorable return to our
shareholders.
S-8
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CAPITALIZATION
The following table sets forth our cash and cash equivalents,
available-for-sale financial assets and short-term deposits and capitalization as of
June 30, 2022, on:
• an actual basis; and
• an as adjusted basis to give further effect
to the sale
of ordinary
shares in this offering at the assumed public offering price of
$ per
ordinary share (the per share closing price on Nasdaq on
September ,
2022), after deducting the underwriting discounts and commissions
and estimated offering expenses payable to us.
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.
|
|
As
of June 30, 2022
|
|
|
Actual
|
|
As Adjusted
|
|
|
(unaudited)
|
|
|
(in
thousands)
|
Cash and cash equivalents and trading financial assets
|
|
$
|
|
|
$
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
Ordinary shares of NIS 0.01 par value: 150,000,000 shares
authorized, actual; 150,000,000 shares authorized as adjusted;
60,021,415 shares issued and outstanding, actual; shares
issued and outstanding, as adjusted
|
|
|
|
|
|
|
Treasury ordinary shares of NIS 0.01 par value; 75,117
(unaudited)
|
|
|
*
|
|
|
|
Additional paid-in capital
|
|
|
|
|
|
|
Accumulated deficit
|
|
|
|
|
|
|
Total shareholders’ equity
|
|
$
|
|
|
|
|
Total capitalization
|
|
$
|
|
|
$
|
|
The number of ordinary shares issued and outstanding, actual and as
adjusted shown in the foregoing table and calculations
excludes:
• ordinary
shares reserved for issuance upon the exercise of outstanding
options as of June 30, 2022, at a weighted average exercise price of
$ per
share
and ordinary
shares reserved for issuance upon the settlement of restricted
shares and restricted share units, at a weighted average price of
$ ;
• ordinary
shares reserved for future issuance under our 2017 Share Incentive
Plan, as of June 30, 2022, as well as any automatic increases in
the number of common shares reserved for future issuance under this
plan; and
• ordinary
shares issued upon the exercise of options after
June 30, 2022.
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USE
OF PROCEEDS
We estimate that the net proceeds from the issuance and sale
of of
our ordinary shares in this offering will be approximately
$ million,
after deducting the estimated underwriting discount and estimated
offering expenses payable by us, based on the public offering price
of $ per
ordinary share. If the underwriters exercise their option to
purchase up to an additional ordinary
shares in full, we estimate that the net proceeds to us from this
offering will be approximately $ million,
after deducting the estimated underwriting discount and estimated
offering expenses payable by us.
We intend to use the net proceeds from this offering, together with
our existing cash and cash equivalents, available for sale and
short-term deposits, as follows:
• commercial readiness activities in
preparation of a potential commercial launch of
omidubicel;
• the continued clinical development of our NK
product candidates, including GDA-201; and
• the balance for general corporate purposes,
including general and administrative expenses and working
capital.
Although we currently anticipate that we will use the net proceeds
from this offering as described above, there may be circumstances
where a reallocation of funds is necessary. Due to the
uncertainties inherent in the clinical development and regulatory
approval and commercialization process, it is difficult to estimate
with certainty the exact amounts of the net proceeds from this
offering that may be used for any of the above purposes on a
stand-alone basis. Amounts and timing
of our actual expenditures will depend upon a number of factors,
including our sales, marketing and commercialization efforts,
regulatory approval and demand for our product candidates,
operating costs and other factors described under “Risk Factors” in
this prospectus supplement and the accompanying prospectus.
Accordingly, our management will have flexibility in applying the
net proceeds from this offering. An investor will not have the
opportunity to evaluate the economic, financial or other
information on which we base our decisions on how to use the
proceeds.
Pending our application of the net proceeds from this offering, we
plan to invest such proceeds in short-term, investment-grade, interest-bearing securities and depositary
institutions.
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DILUTION
If you invest in our ordinary shares in this offering, your
interest will be immediately diluted to the extent of the
difference between the public offering price per ordinary share in
this offering and the as adjusted net tangible book value per
ordinary share after this offering. Dilution results from the fact
that the public offering price per ordinary share is substantially
in excess of the net tangible book value per ordinary share. As of
June 30, 2022, we had a historical net tangible book value of
$ million,
or $ per
ordinary share. Our net tangible book value per share represents
total tangible assets less total liabilities, divided by the number
of ordinary shares outstanding on June 30, 2022.
After giving effect to the sale
of of
our ordinary shares in this offering at the public offering price
of $ per
ordinary share, and after deducting the estimated underwriting
discount and estimated offering expenses payable by us, our as
adjusted net tangible book value at June 30, 2022 would have
been $ or
$ per
share. This represents an immediate increase in as adjusted net
tangible book value of $ per
share to existing shareholders and immediate dilution of
$ per
ordinary share to new investors.
The following table illustrates this dilution per ordinary
share:
Assumed public offering price per ordinary share
|
|
|
|
|
$
|
|
Historical net tangible book value per ordinary share as of
June 30, 2022
|
|
$
|
|
|
|
|
Increase in as adjusted net tangible book value per ordinary share
attributable to this offering
|
|
$
|
|
|
|
|
As adjusted net tangible book value per ordinary share after this
offering
|
|
|
|
|
$
|
|
Dilution per ordinary share to new investors participating in this
offering
|
|
|
|
|
$
|
|
If the underwriters exercise in full their option to
purchase additional
ordinary shares, the as adjusted net tangible book value will
increase to $ per
ordinary share, representing an immediate increase in as adjusted
net tangible book value to existing shareholders of
$ per
ordinary share and an immediate dilution of
$ per
ordinary share to new investors participating in this offering.
We may choose to raise additional capital due to market conditions
or strategic considerations even if we believe we have sufficient
funds for our current or future operating plans. To the extent that
we raise additional capital through the sale of equity or
convertible debt securities, the issuance of these securities could
result in further dilution to our equity holders.
The tables and discussion above shown are based on ordinary
shares outstanding as of June 30, 2022, and exclude:
• ordinary
shares reserved for issuance upon the exercise of outstanding
options as of June 30, 2022, at a weighted average exercise price of
$ per
share
and ordinary
shares reserved for issuance upon the settlement of restricted
shares and restricted share units, at a weighted average price of
$ ;
• ordinary
shares reserved for future issuance under our 2017 Share Incentive
Plan, as of June 30, 2022, as well as any automatic increases in
the number of common shares reserved for future issuance under this
plan; and
• ordinary
shares issued upon the exercise of options after
June 30, 2022.
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UNDERWRITING
We and the underwriters named below have entered into an
underwriting agreement, dated the date of this prospectus, with
respect to our ordinary shares, or the shares, being offered.
Subject to certain conditions, each underwriter has severally
agreed to purchase the respective number of shares shown opposite
its name in the following table. Piper Sandler & Co. and
JMP Securities LLC are acting as joint book-running managers for this offering, and Piper
Sandler & Co. is acting as the representative of the
underwriters, or the representative.
|
|
Underwriters
|
|
Number of
Shares
|
|
|
Piper Sandler & Co.
|
|
|
|
JMP Securities LLC
|
|
|
|
Total
|
|
|
|
The underwriters are committed to take and pay for all of the
shares being offered, if any are taken, other than the shares
covered by the option described below unless and until that option
is exercised. If an underwriter fails or refuses to purchase any of
its committed shares, the purchase commitments of the
non-defaulting underwriters may be
increased or this offering may be terminated.
Certain of our directors and executive officers, including the
Chairman of our Board of Directors, have indicated an interest in
purchasing a portion of our ordinary shares in this offering at the
public offering price. However, because indications of interest are
not binding agreements or commitments to purchase, the underwriters
may determine to sell no ordinary shares in this offering to such
individuals, and such individuals may determine to purchase no
securities in this offering.
The underwriters have an option to buy up to an
additional shares
from us to cover sales by the underwriters of a greater number of
shares than the total number set forth in the table above. They may
exercise this option for 30 days. If any shares are purchased
pursuant to this option, the underwriters will severally purchase
shares in approximately the same proportion as set forth in the
table above, and the underwriters will offer the additional shares
on the same terms as those on which the shares are being
offered.
The underwriters propose to offer the shares directly to the public
at the public offering price set forth on the cover of this
prospectus and to certain dealers at such offering price less a
concession not in excess of $ per
share. After the public offering of the shares, the offering price
and the selling concession may be changed by the underwriters.
The following table shows the per share and the total underwriting
discount to be paid by us to the underwriters assuming both no
exercise and full exercise of the underwriters’ option to purchase
additional shares.
|
|
|
|
No
Exercise
|
|
Full
Exercise
|
|
|
Per Share
|
|
$
|
|
|
$
|
|
|
Total
|
|
$
|
|
|
$
|
|
|
We estimate that the total expenses of this offering, including
registration, filing and listing fees, printing fees and legal and
accounting expenses, but excluding the underwriting discount, will
be approximately $ ,
all of which will be paid by us. We have agreed to pay JMP
Securities LLC a corporate finance advisory fee in the amount of 5%
of the total underwriting discount and commissions received by the
underwriters in this offering. We have also agreed to reimburse the
underwriters for certain out-of-pocket expenses
incurred in connection with the offering, including the fees and
disbursements of their counsel, up to an aggregate of
$ .
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We and our officers and directors have agreed with the underwriters
that, for a period of 90 days after the date of this
prospectus (the “lock-up period”),
subject to certain exceptions, we and they will not (1) offer,
sell, pledge, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer
or dispose of (or enter into any transaction which is designed to,
or might reasonably be expected to, result in the disposition of),
directly or indirectly, including the filing (or participation in
the filing) with the SEC of a registration statement under the
Securities Act to register, any of our shares or any securities
convertible into or exercisable or exchangeable for our shares or
warrants or other rights to acquire shares of which such officer,
director or holder is now, or may in the future become, the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), or (2) enter
into any swap or other derivatives transaction that transfers to
another, in whole or in part, directly or indirectly, any of the
economic benefits or risks of ownership of such shares, securities,
warrants or other rights to acquire shares, whether any such
transaction described in clause (1) or (2) above is to be
settled by delivery of our shares or other securities, in cash or
otherwise, or (3) publicly disclose the intention to enter
into any transaction described in clause (1) or
(2) above, except with the prior written consent of the
representative.
The restrictions above on the actions of our officers and directors
do not apply to certain transactions, including:
• transfers of securities as a
bona
fide gift;
• transfers or dispositions of securities to
any trust for the direct or indirect benefit of the
lock-up signatory or any member of the immediate family of
the lock-up signatory;
• transfers or dispositions of securities to
affiliates (within the meaning set forth in Rule 405 under the
Securities Act);
• transfers of securities by will, other
testamentary document or intestate succession to the legal
representative, heir, beneficiary or a member of the immediate
family of the lock-up signatory;
• transfers or dispositions of securities to
satisfy tax withholding obligations upon exercise or vesting of
options or equity awards;
• transfers of securities made by operation of
law (including pursuant to divorce settlements);
• the exercise of options, warrants,
restricted share or restricted share units granted pursuant to our
equity incentive plans and outstanding on the date of this
prospectus;
• transfers of securities made in connection
with a bona
fide third-party tender offer;
• entry into any trading plan established
pursuant to Rule 10b5-1 under the Exchange Act;
• transfers of securities to us in connection
with the termination of the employment (or other service
relationship) of the lock-up signatory; or
• transfers of securities by the
lock-up signatory to its investment manager or advisor
with discretionary authority over the lock-up signatory’s
investments;
provided, however,
that
• in the case of transfers or distributions
made pursuant to the first, second, third, fourth and tenth bullets
above, it will be a condition of such transfer or disposition that
the transferee agrees to be bound in writing by the restrictions
set forth above;
• in the case of transfers or dispositions
made pursuant to the first, second, third, fourth, sixth, eighth
and ninth bullets above, such transfer shall not involve a
disposition for value;
S-13
Table of
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• in the case of transfers or distributions
made pursuant to the first, second, third, fourth, fifth, seventh,
and ninth bullets above, no filing by any party under the
Exchange Act or other public announcement shall be required or
made voluntarily during the lock-up period, other than (x) filings made on a
Form 5 made after the expiration of the lock-up period, and (y) a
required filing on Schedule 13A, 13G or Form 13F if
the lock-up signatory is not a director or officer of the
Company, so long as such required filing includes a reasonably
detailed explanation of such transfer or disposition;
and
• in the case of transfers or dispositions
made pursuant to the ninth bullet above, such trading plan does not
provide for any sales or other dispositions of securities subject
to the foregoing restrictions during the lock-up period, and no public
announcement or filing under the Exchange Act or otherwise is
made by or on behalf of the lock-up signatory or the Company regarding the
establishment of, or sales under, such plan during the
lock-up period, other than a required filing on
Schedule 13D, Schedule 13G or Form 13F under the
Exchange Act, if the lock-up signatory is not an officer or director of the
Company, so long as such required filing includes a statement to
the effect that no transfers will be made during the
lock-up period.
The restrictions described above on our actions do not apply to
certain transactions, including:
• the ordinary shares to be sold to the
underwriters in this offering;
• any ordinary shares issued by us upon the
exercise of an option or warrant or the conversion of a security
outstanding on the date of the prospectus supplement which are
described in the prospectus supplement;
• any ordinary shares issued or options to
purchase ordinary shares granted pursuant to existing employee
benefit plans of us referred to in the prospectus
supplement;
• the filing of a registration statement on
Form S-8
relating to
ordinary shares granted pursuant to our equity incentive plans
existing as of the closing date of this offering and disclosed in
the prospectus supplement;
• ordinary shares or any securities
convertible into, or exercisable, or exchangeable for, ordinary
shares issued, sold or delivered in connection with any acquisition
or strategic investment (including any joint venture, strategic
alliance or partnership) as long as (x) the aggregate number of
ordinary shares issued or issuable does not exceed 5% of the number
of our ordinary shares outstanding immediately after the completion
of this offering, and (y) each recipient of any such ordinary
shares or other securities executes a lock-up agreement restricting the
resale of such ordinary shares or securities in the form executed
by each of the executive officers and directors of the Company for
the remainder of the 90-day restricted period; and
• the execution by us of a senior secured,
convertible term loan facility with Highbridge and other lenders
from time to time party thereto, the issuance of any ordinary
shares thereunder and the filing of a registration statement on
Form S-3
relating to the
resale by the lenders of any ordinary shares issuable pursuant to
such loan facility.
Our shares are listed on Nasdaq under the symbol “GMDA.”
In connection with this offering, the underwriters may purchase and
sell our shares in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover
positions created by short sales. Short sales involve the sale by
the underwriters of a greater number of our shares than they are
required to purchase in this offering, and a short position
represents the amount of such sales that have not been covered by
subsequent purchases. A “covered short position” is a short
position that is not greater than the amount of additional shares
for which the underwriters’ option described above may be
exercised. The underwriters may cover any covered short position by
either exercising their option to purchase additional shares or
purchasing
S-14
Table of
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shares in the open market. In determining the source of shares to
cover the covered short position, the underwriters will consider,
among other things, the price of shares available for purchase in
the open market as compared to the price at which they may purchase
additional shares pursuant to the option described above. “Naked”
short sales are any short sales that create a short position
greater than the amount of additional shares for which the option
described above may be exercised. The underwriters must cover any
such naked short position by purchasing shares in the open market.
A naked short position is more likely to be created if the
underwriters are concerned that there may be downward pressure on
the price of the shares in the open market after pricing that could
adversely affect investors who purchase in this offering.
Stabilizing transactions consist of various bids for or purchases
of shares made by the underwriters in the open market prior to the
completion of this offering.
The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the representative has
repurchased shares sold by or for the account of such underwriter
in stabilizing or short covering transactions.
Purchases to cover a short position and stabilizing transactions,
as well as other purchases by the underwriters for their own
accounts, may have the effect of preventing or retarding a decline
in the market price of our ordinary shares, and together with the
imposition of the penalty bid, may stabilize, maintain or otherwise
affect the market price of the shares. As a result, the price of
our shares may be higher than the price that otherwise might exist
in the open market. The underwriters are not required to engage in
these activities and may end any of these activities at any time.
These transactions may be effected on Nasdaq, in the
over-the-counter market or otherwise.
In connection with this offering, the underwriters may engage in
passive market making transactions in the shares on Nasdaq in
accordance with Rule 103 of Regulation M under the
Exchange Act during a period before the commencement of offers
or sales of shares and extending through the completion of
distribution. A passive market maker must display its bid at a
price not in excess of the highest independent bid of that
security. However, if all independent bids are lowered below the
passive market maker’s bid, that bid must then be lowered when
specified purchase limits are exceeded. Passive market making may
cause the price of our shares to be higher than the price that
otherwise would exist in the open market in the absence of those
transactions. The underwriters are not required to engage in
passive market making and may end passive market making activities
at any time.
We have agreed to indemnify the several underwriters against
certain liabilities, including liabilities under the Securities Act
and to contribute to payments that the underwriters may be required
to make for these liabilities.
A prospectus in electronic format may be made available on websites
maintained by one or more underwriters, or selling group members,
if any, participating in this offering. The representative may
agree to allocate a number of our shares to underwriters for sale
to their online brokerage account holders. Internet distributions
will be allocated by the representative to underwriters that may
make Internet distributions on the same basis as other
allocations.
The underwriters and their respective affiliates are full service
financial institutions engaged in various activities, which may
include sales and trading, commercial and investment banking,
advisory, investment management, investment research, principal
investment, hedging, market making, brokerage and other financial
and non- financial activities and services. Certain of the
underwriters and their respective affiliates have provided, and may
in the future provide, a variety of these services to us and to
persons and entities with relationships with us, for which they
received or will receive customary fees and expenses.
In the ordinary course of their various business activities, the
underwriters and their respective affiliates, officers, directors
and employees may purchase, sell or hold a broad array of
investments and actively trade securities, derivatives, loans,
commodities, currencies, credit default swaps and other financial
instruments
S-15
Table of
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for their own account and for the accounts of their customers, and
such investment and trading activities may involve or relate to our
assets, securities and/or instruments (directly, as collateral
securing other obligations or otherwise) and/or persons and
entities with relationships with us. The underwriters and their
respective affiliates may also communicate independent investment
recommendations, market color or trading ideas and/or publish or
express independent research views in respect of such assets,
securities or instruments and may at any time hold, or recommend to
clients that they should acquire, long and/or short positions in
such assets, securities and instruments.
Offer Restrictions Outside
the United States
Other than in the United States, no action has been taken by
us or the underwriters that would permit a public offering of the
shares offered by this prospectus in any jurisdiction where action
for that purpose is required. The securities offered by this
prospectus may not be offered or sold, directly or indirectly, nor
may this prospectus or any other offering material or
advertisements in connection with the offer and sale of any such
securities be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with the
applicable rules and regulations of that jurisdiction. Persons into
whose possession this prospectus comes are advised to inform
themselves about and to observe any restrictions relating to this
offering and the distribution of this prospectus. This prospectus
does not constitute an offer to sell or a solicitation of an offer
to buy any securities offered by this prospectus in any
jurisdiction in which such an offer or a solicitation is
unlawful.
Australia
No placement document, prospectus, product disclosure statement or
other disclosure document has been lodged with the Australian
Securities and Investments Commission in relation to this offering.
This prospectus does not constitute a prospectus, product
disclosure statement or other disclosure document under the
Corporations Act 2001 (the “Corporations Act”), and does not
purport to include the information required for a prospectus,
product disclosure statement or other disclosure document under the
Corporations Act.
Any offer in Australia of the shares may only be made to persons
(the “Exempt Investors”) who are “sophisticated investors” (within
the meaning of section 708(8) of the Corporations Act),
“professional investors” (within the meaning of section
708(11) of the Corporations Act) or otherwise pursuant to one
or more exemptions contained in section 708 of the Corporations Act
so that it is lawful to offer the shares without disclosure to
investors under Chapter 6D of the Corporations Act.
The shares applied for by Exempt Investors in Australia must not be
offered for sale in Australia in the period of 12 months after
the date of allotment under this offering, except in circumstances
where disclosure to investors under Chapter 6D of the
Corporations Act would not be required pursuant to an exemption
under section 708 of the Corporations Act or otherwise or where the
offer is pursuant to a disclosure document which complies with
Chapter 6D of the Corporations Act. Any person acquiring
shares must observe such Australian on-sale restrictions.
This prospectus contains general information only and does not take
account of the investment objectives, financial situation or
particular needs of any particular person. It does not contain any
securities recommendations or financial product advice. Before
making an investment decision, investors need to consider whether
the information in this prospectus is appropriate to their needs,
objectives and circumstances, and, if necessary, seek expert advice
on those matters.
Canada
The shares may be sold only to purchasers purchasing, or deemed to
be purchasing, as principal that are accredited investors, as
defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted
clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. Any resale of the shares must be
made in accordance with an exemption from, or in a transaction not
subject to, the prospectus requirements of applicable securities
laws.
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Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if this prospectus (including any amendment hereto)
contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the
purchaser’s province or territory. The purchaser should refer to
any applicable provisions of the securities legislation of the
purchaser’s province or territory for particulars of these rights
or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts
(NI 33-105), the underwriters are
not required to comply with the disclosure requirements of
NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
China
This prospectus will not be circulated or distributed in the PRC
and the shares will not be offered or sold, and will not be offered
or sold to any person for re-offering
or resale directly or indirectly to any residents of the PRC except
pursuant to any applicable laws and regulations of the
PRC. Neither this prospectus nor any advertisement or other
offering material may be distributed or published in the PRC,
except under circumstances that will result in compliance with
applicable laws and regulations.
European Economic
Area
In relation to each Member State of the European Economic Area
(each, a “Relevant State”), no shares have been offered or will be
offered pursuant to the public in that Relevant State prior to the
publication of a prospectus in relation to the shares which has
been approved by the competent authority in that Relevant State or,
where appropriate, approved in another Relevant State and notified
to the competent authority in that Relevant State, all in
accordance with the Prospectus Regulation), except that offers of
shares may be made to the public in that Relevant State at any time
under the following exemptions under the Prospectus Regulation:
(a) to
any legal entity which is a qualified investor as defined under the
Prospectus Regulation;
(b) to
fewer than 150 natural or legal persons (other than qualified
investors as defined under the Prospectus Regulation), subject to
obtaining the prior consent of the representative for any such
offer; or
(c) in
any other circumstances falling within Article 1(4) of
the Prospectus Regulation,
provided that no such offer of shares shall require us or any
underwriter to publish a prospectus pursuant to Article 3 of
the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation.
Each person in a Relevant State who initially acquires any shares
or to whom any offer is made will be deemed to have represented,
acknowledged and agreed to and with us and the representative that
it is a qualified investor within the meaning of the Prospectus
Regulation.
In the case of any shares being offered to a financial intermediary
as that term is used in Article 5(1) of the Prospectus
Regulation, each such financial intermediary will be deemed to have
represented, acknowledged and agreed that the shares acquired by it
in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer to the public other
than their offer or resale in a Relevant State to qualified
investors, in circumstances in which the prior consent of the
representative has been obtained to each such proposed offer or
resale.
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For the purposes of this provision, the expression an “offer to the
public” in relation to any shares in any Relevant State means the
communication in any form and by any means of sufficient
information on the terms of the offer and any shares to be offered
so as to enable an investor to decide to purchase or subscribe for
any shares, and the expression “Prospectus Regulation” means
Regulation (EU) 2017/1129.
The above selling restriction is in addition to any other selling
restrictions set out below.
United Kingdom
No shares have been offered or will be offered pursuant to the
public in the United Kingdom prior to the publication of a
prospectus in relation to the shares which has been approved by the
FCA, except that offers of shares may be made to the public in the
United Kingdom at any time under the following exemptions under the
U.K. Prospectus Regulation:
(a) to
any legal entity which is a qualified investor as defined under
Article 2 of the U.K. Prospectus Regulation;
(b) to
fewer than 150 natural or legal persons (other than qualified
investors as defined under the U.K. Prospectus Regulation),
subject to obtaining the prior consent of the representative for
any such offer; or
(c) in
any other circumstances falling within Section 86 of the
Financial Services Markets Act 2000 (as amended, the
“FSMA”);
provided that no such offer of shares shall require us or any
representative to publish a prospectus pursuant to 85 of the FSMA
or supplement a prospectus pursuant to Article 23 of the
U.K. Prospectus Regulation.
Each person in the United Kingdom who initially acquires any shares
or to whom any offer is made will be deemed to have represented,
acknowledged and agreed to and with us and the representative that
it is a qualified investor within the meaning of Article 2 of
the U.K. Prospectus Regulation.
In the case of any shares being offered to a financial intermediary
as that term is used in Article 1(4) of the
U.K. Prospectus Regulation, each financial intermediary will
also be deemed to have represented, acknowledged and agreed that
the shares acquired by it in the offer have not been acquired on a
non-discretionary basis on behalf of,
nor have they been acquired with a view to their offer or resale
to, persons in circumstances which may give rise to an offer of any
shares to the public, other than their offer or resale in the
United Kingdom to qualified investors as so defined or in
circumstances in which the prior consent of the representative has
been obtained to each such proposed offer or resale.
For the purposes of this provision: the expression an “offer to the
public” in relation to any shares in the United Kingdom means the
communication in any form and by any means of sufficient
information on the terms of the offer and any shares to be offered
so as to enable an investor to decide to purchase or subscribe for
any shares; and the expression “U.K. Prospectus Regulation”
means Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018.
Hong Kong
The shares have not been offered or sold and will not be offered or
sold in Hong Kong by means of any document other than:
(a) to “professional investors” as defined in the Securities
and Futures Ordinance (Cap. 571) of Hong Kong and any
rules made under that Ordinance; or (b) in other circumstances
which do not result in the document being a “prospectus” as defined
in the Companies Ordinance (Cap. 32) of Hong Kong or which do
not constitute an offer to the public within the meaning of that
Ordinance. No advertisement, invitation or document relating to the
shares has been or may be issued or has been or may be in the
possession
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of any person for the purposes of issue, whether in Hong Kong
or elsewhere, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of
Hong Kong) other than with respect to shares which are or are
intended to be disposed of only to persons outside Hong Kong
or only to “professional investors” as defined in the Securities
and Futures Ordinance and any rules made under that Ordinance.
Israel
This document does not constitute a prospectus under the Israeli
Securities Law, 5728-1968 (the
Securities Law) and has not been filed with or approved by the
Israel Securities Authority. In Israel, this prospectus is being
distributed only to, and is directed only at, and any offer of the
shares of common stock is directed only at, (i) a limited
number of persons in accordance with the Israeli Securities Law and
(ii) investors listed in the first addendum (the Addendum), to
the Israeli Securities Law, consisting primarily of joint
investment in trust funds, provident funds, insurance companies,
banks, portfolio managers, investment advisors, members of the Tel
Aviv Stock Exchange, underwriters, venture capital funds, entities
with equity in excess of NIS 50 million and “qualified
individuals,” each as defined in the Addendum (as it may be amended
from time to time), collectively referred to as qualified investors
(in each case, purchasing for their own account or, where permitted
under the Addendum, for the accounts of their clients who are
investors listed in the Addendum). Qualified investors are required
to submit written confirmation that they fall within the scope of
the Addendum, are aware of the meaning of same and agree to it.
Japan
The shares have not been and will not be registered under the
Financial Instruments and Exchange Law of Japan (Law No. 25 of
1948, as amended) and, accordingly, will not be offered or sold,
directly or indirectly, in Japan, or for the benefit of any
Japanese Person or to others for re-offering or resale, directly or indirectly, in
Japan or to any Japanese Person, except in compliance with all
applicable laws, regulations and ministerial guidelines promulgated
by relevant Japanese governmental or regulatory authorities in
effect at the relevant time. For the purposes of this paragraph,
“Japanese Person” shall mean any person resident in Japan,
including any corporation or other entity organized under the laws
of Japan.
Singapore
This prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, the shares were not
offered or sold or caused to be made the subject of an invitation
for subscription or purchase and will not be offered or sold or
caused to be made the subject of an invitation for subscription or
purchase, and this prospectus or any other document or material in
connection with the offer or sale, or invitation for subscription
or purchase, of the shares, has not been circulated or distributed,
nor will it be circulated or distributed, whether directly or
indirectly, to any person in Singapore other than (i) to an
institutional investor (as defined in Section 4A of the
Securities and Futures Act (Chapter 289) of Singapore, as
modified or amended from time to time (the “SFA”)) pursuant to
Section 274 of the SFA, (ii) to a relevant person (as
defined in Section 275(2) of the SFA) pursuant to
Section 275(1) of the SFA, or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the
conditions specified in Section 275 of the SFA, or
(iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where the shares are subscribed or purchased under Section 275
of the SFA by a relevant person which is:
(a) a
corporation (which is not an accredited investor (as defined in
Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one
or more individuals, each of whom is an accredited investor; or
(b) a
trust (where the trustee is not an accredited investor) whose sole
purpose is to hold investments and each beneficiary of the trust is
an individual who is an accredited investor,
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securities (as defined in Section 239(1) of the SFA) of
that corporation or the beneficiaries’ rights and interest
(howsoever described) in that trust shall not be transferred within
six months after that corporation or that trust has acquired
the shares pursuant to an offer made under Section 275 of the
SFA except:
(a) to
an institutional investor or to a relevant person defined in
Section 275(2) of the SFA, or to any person arising from
an offer referred to in Section 275(1A) or
Section 276(4)(i)(B) of the SFA;
(b) where
no consideration is or will be given for the transfer;
(c) where
the transfer is by operation of law;
(d) as
specified in Section 276(7) of the SFA; or
(e) as
specified in Regulation 32 of the Securities and Futures
(Offers of Investment) (Shares and Debentures) Regulations
2005.
Singapore Securities and
Futures Act Product Classification
Solely for the purposes of our obligations pursuant to sections
309B(1)(a) and 309B(1)(c) of the SFA, we have determined,
and hereby notify all relevant persons (as defined in
Section 309A of the SFA), that the common shares are
“prescribed capital markets products” (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA
04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Switzerland
The shares may not be publicly offered in Switzerland and will not
be listed on the SIX Swiss Exchange (“SIX”) or on any other stock
exchange or regulated trading facility in Switzerland. This
prospectus has been prepared without regard to the disclosure
standards for issuance prospectuses under art. 652a or art. 1156 of
the Swiss Code of Obligations or the disclosure standards for
listing prospectuses under art. 27 ff. of the SIX Listing Rules or
the listing rules of any other stock exchange or regulated trading
facility in Switzerland. Neither this prospectus nor any other
offering or marketing material relating to the shares or this
offering may be publicly distributed or otherwise made publicly
available in Switzerland.
Neither this prospectus nor any other offering or marketing
material relating to this offering, our company or the shares have
been or will be filed with or approved by any Swiss regulatory
authority. In particular, this prospectus will not be filed with,
and the offer of shares will not be supervised by, the Swiss
Financial Market Supervisory Authority FINMA (FINMA), and the offer
of shares has not been and will not be authorized under the Swiss
Federal Act on Collective Investment Schemes, or CISA. The
investor protection afforded to acquirers of interests in
collective investment schemes under the CISA does not extend to
acquirers of shares.
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CERTAIN
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
General
The following discussion describes certain material
U.S. federal income tax consequences relating to the ownership
and disposition of our ordinary shares by U.S. Holders (as
defined below). This discussion applies to U.S. Holders that
purchase our ordinary shares pursuant to this offering and hold
such ordinary shares as capital assets within the meaning of
Section 1221 of the U.S. Internal Revenue Code of 1986,
as amended, or the Code. This discussion is based on the Code,
U.S. Treasury regulations promulgated thereunder and
administrative and judicial interpretations thereof, all as in
effect on the date hereof and all of which are subject to change or
differing interpretation, possibly with retroactive effect. This
discussion does not address all of the U.S. federal income tax
consequences that may be relevant to specific U.S. Holders in
light of their particular circumstances, or to U.S. Holders
subject to special treatment under U.S. federal income tax law
(such as banks and certain other financial institutions, insurance
companies, pension plans, cooperatives, broker-dealers and traders in securities or other
persons that generally mark their securities to market for
U.S. federal income tax purposes, tax-exempt entities (including private foundations),
governmental or international organizations, retirement plans,
regulated investment companies, real estate investment trusts,
certain former citizens or long-term
residents of the United States, persons that hold our ordinary
shares as part of a “straddle,” “hedge,” “conversion transaction,”
“synthetic security” or integrated investment, persons who received
our ordinary shares pursuant to the exercise of employee stock
options or otherwise as compensation for services, persons that
have a “functional currency” other than the U.S. dollar,
persons that own directly, indirectly or through attribution 10% or
more of our stock by vote or value, persons that hold our ordinary
shares in connection with a trade or business, permanent
establishment or fixed place of business outside the
United States, corporations that accumulate earnings to avoid
U.S. federal income tax and partnerships (or entities and
arrangements that are classified as partnerships for
U.S. federal income tax purposes) and other pass-through entities (and investors therein). This
discussion does not address any U.S. state or local or
non-U.S. tax consequences, any
U.S. federal estate, gift, or alternative minimum tax
consequences, the potential application of the Medicare
contribution tax on net investment income, or the special tax
accounting rules under Section 451(b) of the Code.
As used in this discussion, the term “U.S. Holder” means a
beneficial owner of ordinary shares that is eligible for the
benefits of the U.S.-Israel Double Tax
Treaty, or the Treaty, and that is, for U.S. federal income
tax purposes, (1) an individual who is a citizen or resident
of the United States, (2) a corporation (or entity
treated as a corporation for U.S. federal income tax purposes)
created or organized in or under the laws of the
United States, any state thereof, or the District of Columbia,
(3) an estate the income of which is subject to
U.S. federal income tax regardless of its source or (4) a
trust (x) with respect to which a court within the
United States is able to exercise primary supervision over its
administration and one or more United States persons have the
authority to control all of its substantial decisions or
(y) that has elected under applicable U.S. Treasury
regulations to be treated as a U.S. Person for
U.S. federal income tax purposes.
If a partnership (or an entity or arrangement treated as a
partnership for U.S. federal income tax purposes) holds our
ordinary shares, the U.S. federal income tax consequences
relating to an investment in our ordinary shares will depend in
part upon the status of the partner, the activities of the
partnership, and certain determinations made at the partner level.
Any partnership and partner should consult their tax advisors
regarding the tax consequences of the ownership and disposition of
our ordinary shares in their particular circumstances.
Prospective investors
considering an investment in our ordinary shares should consult
their tax advisors regarding the income and non-income
tax
consequences under U.S. federal, state, and local tax laws
and non-U.S. tax
laws relating to the ownership and disposition of our ordinary
shares in their particular circumstances.
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Passive Foreign Investment Company Consequences
Generally, for any taxable year, if at least 75% of our gross
income is passive income, or at least 50% of the value of our
assets (generally determined based on a weighted quarterly average)
is attributable to assets that produce, or are held for the
production of, passive income, we would be a “passive foreign
investment company,” or PFIC, for U.S. federal income tax
purposes. For purposes of these tests, passive income generally
includes dividends, interest, certain gains from the sale or
exchange of investment property, and rents and royalties (other
than rents and royalties received from unrelated parties in
connection with the active conduct of a trade or business), and
passive assets generally include cash. Additionally, we generally
are treated as holding and receiving directly our proportionate
share of the assets and income, respectively, of any corporation in
which we own, directly or indirectly, 25% of its stock by
value.
Our status as a PFIC generally will depend on the nature and
composition of our income, and the nature, composition, and value
of our assets (which generally will be determined based on the fair
market value of each asset, with the value of goodwill and going
concern value determined in large part by reference to the market
value of our ordinary shares from time to time, which may be
volatile). If our market capitalization declines while we hold a
substantial amount of cash for any taxable year, we may be a PFIC
for such taxable year. The manner and timeframe in which we spend
the cash we raise in this and any other offering, the transactions
we enter into, and how our corporate structure may change in the
future will affect the nature and composition of our income and
assets. Until such time as we start generating revenue from
operations, our PFIC status may depend, in part, on the treatment
of payments we receive from other sources (including government
grants), which is uncertain, and the magnitude of such payments
compared to passive income from investments. Based on the value of
our assets, including goodwill, and the nature and composition of
our income and assets, we believe that we were not a PFIC for the
taxable year ended December 31, 2021. Because the
determination of whether we are a PFIC for any taxable year is a
factual determination made annually after the end of each taxable
year by applying principles and methodologies that in some
circumstances are unclear and subject to varying interpretation,
there can be no assurance that we will not be a PFIC for any
taxable year, and our U.S. counsel expresses no opinion with
respect to our PFIC status for any taxable year.
If we are a PFIC for any taxable year during which a
U.S. Holder holds our ordinary shares, regardless of whether
we continue to be a PFIC, the U.S. Holder could be liable for
additional taxes and interest charges under the “PFIC excess
distribution regime” on (1) a distribution paid during a
taxable year that is greater than 125% of the average annual
distributions paid in the three preceding taxable years, or,
if shorter, the U.S. Holder’s holding period for the ordinary
shares and (2) any gain recognized on a sale, exchange or
other disposition, including a pledge, of the ordinary shares.
Additionally, under the PFIC excess distribution regime,
(i) the tax on such distribution or gain would be determined
by allocating such distribution or gain ratably over the
U.S. Holder’s holding period for the ordinary shares,
(ii) the amount of such distribution or gain allocated to the
taxable year in which such distribution occurs or such gain is
recognized and any taxable year prior to the first taxable year in
which we are a PFIC will be taxed as ordinary income earned in the
taxable year in which such distribution occurs or such gain is
recognized and (iii) the amount allocated to each other
taxable year will be taxed at the highest marginal rates in effect
for individuals or corporations, as applicable, for each such
taxable year and an interest charge, generally applicable to
underpayments of tax, will be added to the tax. The tax for the
amount allocated to taxable years prior to the taxable year in
which such distribution occurs or such gain is recognized cannot be
offset by any net operating losses for such taxable years, and
any such gain (but not loss) recognized cannot be treated as
capital gain, even if the U.S. Holder holds our ordinary
shares as capital assets.
If we pay a dividend to a non-corporate U.S. Holder and we are a PFIC for
the taxable year in which the dividend is paid or the preceding
taxable year, such dividend generally will not qualify for taxation
at preferential capital gains tax rate even if we are a “qualified
foreign corporation” and certain other requirements are met (see
discussion below under “—Distributions”).
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If we are a PFIC for any taxable year during which a
U.S. Holder holds our ordinary shares, we must generally
continue to be treated as a PFIC by the U.S. Holder for all
succeeding taxable years during which the U.S. Holder
holds the ordinary shares, unless we cease to meet the requirements
for PFIC status and the U.S. Holder makes a valid “deemed
sale” election with respect to the ordinary shares. If the election
is made, the U.S. Holder will be deemed to sell the ordinary
shares at their fair market value on the last day of the last
taxable year in which we were a PFIC, and any gain recognized from
such deemed sale will be taxed under the PFIC excess distribution
regime. After the deemed sale election, the U.S. Holder’s
ordinary shares will not be treated as shares in a PFIC unless we
subsequently become a PFIC. Each U.S. Holder of our
ordinary shares is advised to consult its tax advisors regarding
the availability and desirability of making a deemed sale
election.
If we are a PFIC for any taxable year during which a
U.S. Holder holds our ordinary shares and one of our
non-U.S. corporate subsidiaries
(if any) is also a PFIC, or a lower-tier PFIC, the U.S. Holder generally will be
treated as owning a proportionate amount (by value) of the shares
of the lower-tier PFIC and will be
taxed under the PFIC excess distribution regime on distributions by
the lower-tier PFIC and on gain from
the disposition of shares of the lower-tier PFIC even though the U.S. Holder might
not receive the proceeds of such distributions or disposition. Each
U.S. Holder is advised to consult its tax advisors regarding
the application of the PFIC rules to our non-U.S. subsidiaries.
If we are a PFIC for any taxable year during which a
U.S. Holder holds our ordinary shares, the U.S. Holder
will not be subject to the PFIC excess distribution regime if the
U.S. Holder makes a valid “mark-to-market” election
with respect to the ordinary shares. A mark-to-market election
is available to the U.S. Holder only if the ordinary shares
are “marketable stock.” Our ordinary shares will be marketable
stock as long as they remain listed on the Nasdaq Global Market and
are “regularly traded,” other than in de minimis
quantities, on at least 15 days during each calendar quarter.
If a mark-to-market election is in effect, the
U.S. Holder generally will take into account, as ordinary
income for each taxable year, the excess of the fair market value
of the ordinary shares over the adjusted tax basis of such ordinary
shares at the end of such taxable year. The U.S. Holder will
also take into account, as ordinary loss for each taxable year, the
excess of the adjusted tax basis of the ordinary shares over the
fair market value of such ordinary shares at the end of such
taxable year, but only to the extent of any net mark-to-market gain
previously included in income. The U.S. Holder’s tax basis in
the ordinary shares will be adjusted to reflect any income or loss
recognized as a result of the mark-to-market election.
Any gain from a sale, exchange or other disposition of the
U.S. Holder’s ordinary shares in any taxable year in which we
are a PFIC will be treated as ordinary income and any loss from
such sale, exchange or other disposition will be treated first as
ordinary loss (to the extent of any net mark-to-market gains
previously included in income) and thereafter as capital loss. Once
made, a mark-to-market election cannot be revoked without the
consent of the U.S. Internal Revenue Service, or the IRS,
unless our ordinary shares cease to be marketable stock.
A mark-to-market election will not apply to our ordinary
shares for any taxable year during which we are not a PFIC, but
will remain in effect with respect to any subsequent taxable year
in which we become a PFIC. Such election generally will not
apply to any of our non-U.S. subsidiaries (if any), unless the
shares in such non-U.S. subsidiaries are themselves marketable
stock. Accordingly, a U.S. Holder of our ordinary shares may
continue to be subject to tax under the PFIC excess distribution
regime with respect to any lower-tier
PFICs, notwithstanding the U.S. Holder’s mark-to-market election
with respect to our ordinary shares. Each U.S. Holder of our
ordinary shares is advised to consult its tax advisors regarding
the availability and desirability of making a mark-to-market election,
including the impact of such election with respect to any
lower-tier PFICs.
The tax consequences that would apply if we were a PFIC would also
be different from those described above if a U.S. Holder of
our ordinary shares were able to make a valid “qualified electing
fund,” or QEF, election. At this time, we do not expect to provide
U.S. Holders of our ordinary shares with the information
necessary to make a QEF election. Accordingly, prospective
investors in our ordinary shares should assume that a QEF election
will not be available.
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Each U.S. person that is an investor of a PFIC is generally
required to file an annual information return on IRS Form 8621
containing such information as the U.S. Treasury Department
may require. The failure to file IRS Form 8621 could result in
the imposition of penalties and the extension of the statute of
limitations with respect to U.S. federal income tax.
The
U.S. federal income tax rules relating to PFICs are very
complex. Prospective U.S. investors in our ordinary shares are
strongly urged to consult their tax advisors regarding our PFIC
status, the impact of such status on the ownership and disposition
of our ordinary shares, any elections that might be available with
respect to our ordinary shares if we were a PFIC and all related
information reporting obligations.
Distributions
Subject to the discussion above under “—Passive Foreign Investment
Company Consequences,” a U.S. Holder of our ordinary shares
that receives a distribution with respect to our ordinary shares
generally will be required to include the gross amount of such
distribution (before reduction for any Israeli withholding taxes
withheld therefrom) in gross income as a dividend when actually or
constructively received to the extent of the U.S. Holder’s
pro rata share of
our current and/or accumulated earnings and profits (as determined
under U.S. federal income tax principles). To the extent a
distribution received by the U.S. Holder is not a dividend
because it exceeds the U.S. Holder’s pro rata share
of our current and accumulated earnings and profits, it will be
treated first as a tax-free return of
capital and reduce (but not below zero) the adjusted tax basis of
the U.S. Holder’s ordinary shares. To the extent the
distribution exceeds the adjusted tax basis of the
U.S. Holder’s ordinary shares, the remainder will be taxed as
capital gain. We may not account for our earnings and profits in
accordance with U.S. federal income tax principles, and
U.S. Holders of our ordinary shares should expect all
distributions from us to be reported to them as dividends. Such
dividends will not be eligible for the dividends-received deduction generally allowed to corporate
shareholders with respect to dividends received from
U.S. corporations.
Dividends paid to non-corporate
U.S. Holders by a “qualified foreign corporation” are
currently eligible, as “qualified dividend income,” for taxation at
preferential capital gains rate rather than the marginal tax rates
generally applicable to ordinary income, provided that certain
requirements (including conditions relating to holding period) are
met. However, as discussed above under “—Passive Foreign Investment
Company Consequences”), if we are a PFIC for the taxable year in
which the dividend is paid or the preceding taxable year, we will
not be treated as a qualified foreign corporation, and therefore
the preferential capital gains tax rate will not apply.
A non-U.S. corporation (other
than a corporation that is a PFIC for the taxable year in which the
dividend is paid or the preceding taxable year) generally will be a
qualified foreign corporation (1) if it is eligible for the
benefits of a comprehensive tax treaty with the United States
that the Secretary of Treasury of the United States determines
is satisfactory for purposes of this provision and that includes an
exchange of information provision or (2) with respect to any
dividend it pays on its ordinary shares that are readily tradable
on an established securities market in the United States. We
believe that we qualify as a resident of Israel for purposes of,
and are eligible for the benefits of, the Treaty, although there
can be no assurance in this regard. Further, the IRS has determined
that the Treaty is satisfactory for purposes of the qualified
dividend income rules and that it includes an exchange of
information provision. Therefore, subject to the discussion above
under “—Passive Foreign Investment Company Consequences,” if the
Treaty is applicable, dividends paid by us generally will be
qualified dividend income in the hands of individual
U.S. Holders of our ordinary shares, provided that certain
requirements (including conditions relating to holding period) are
met. Each U.S. Holder is advised to consult its tax advisors
regarding the availability of the preferential capital gains tax
rate on dividends paid by us. Distributions on our ordinary shares
that are treated as dividends generally will be included in the
income of a U.S. Holder of our ordinary shares on the date of
the U.S. Holder’s actual or constructive receipt of such
dividends. The amount of any dividend income paid in foreign
currency will be the U.S. dollar amount calculated by
reference to the exchange rate in effect on the date of such
receipt, regardless of whether such dividend income is in fact
converted into U.S. dollars. If such dividend income is
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converted into U.S. dollars on the date of such receipt, the
U.S. Holder will not be required to recognize foreign currency
gain or loss. If such dividend income is converted into
U.S. dollars after the date of such receipt, the
U.S. Holder may have foreign currency gain or loss.
Distributions on our ordinary shares that are treated as dividends
generally will constitute income from sources outside the
United States for U.S. foreign tax credit purposes and
generally will be categorized as passive category income. Subject
to applicable limitations, some of which vary depending on a
U.S. Holder’s particular circumstances, Israeli income taxes
withheld from dividends on our ordinary shares at a tax rate not
exceeding the tax rate provided by the Treaty (assuming the
U.S. Holder is eligible for the benefits of the Treaty) will
be creditable against the U.S. Holder’s U.S. federal
income tax liability. The rules governing U.S. foreign tax
credits are complex and U.S. Holders of our ordinary shares
should consult their tax advisers regarding the creditability of
foreign taxes in their particular circumstances. Recently issued
U.S. Treasury regulations, which apply to foreign taxes paid
or accrued in taxable years beginning on or after
December 28, 2021, may in some circumstances prohibit a
U.S. person from claiming a foreign tax credit with respect to
certain non-U.S. taxes that are
not creditable under applicable income tax treaties. In lieu of
claiming a U.S. foreign tax credit, a U.S. Holder of our
ordinary shares may, at such U.S. Holder’s election, deduct
foreign taxes, including any Israeli income tax, in computing their
taxable income, subject to generally applicable limitations under
U.S. law. An election to deduct foreign taxes instead of
claiming U.S. foreign tax credits applies to all foreign taxes
paid or accrued in the taxable year.
Sale, Exchange or Other Disposition of Ordinary Shares
Subject to the discussion above under “—Passive Foreign Investment
Company Consequences,” a U.S. Holder of our ordinary shares
generally will recognize capital gain or loss for U.S. federal
income tax purposes on the sale, exchange or other disposition of
the ordinary shares in an amount equal to the difference, if any,
between the amount realized (i.e., the amount of cash plus the fair
market value of any property received) on the sale, exchange or
other disposition and the U.S. Holder’s adjusted tax basis in
the ordinary shares. Such capital gain or loss generally will be
long-term capital gain taxable at a
preferential tax rate for non-corporate U.S. Holders or long-term capital loss if, on the date of sale,
exchange or other disposition, the ordinary shares were held by the
U.S. Holder for more than one year. Any capital gain of a
non-corporate U.S. Holder of our
ordinary shares that is not long-term
capital gain is taxed at ordinary income rates. The deductibility
of capital losses is subject to limitations. Any gain or loss
recognized from the sale, exchange or other disposition of our
ordinary shares generally will be gain or loss from sources within
the United States for U.S. foreign tax credit
purposes.
If the proceeds received by the U.S. Holder are not paid in
U.S. dollars, the amount realized will be the U.S. dollar
value of the payment received determined by reference to the spot
rate of exchange on the date of the sale, exchange or other
disposition. However, if the ordinary shares are traded on an
established securities market and the U.S. Holder is either a
cash basis taxpayer or an accrual basis taxpayer that has made a
special election to determine the amount realized using the spot
rate on the settlement date (which must be consistently applied
from year to year and cannot be changed without the consent of the
IRS), the U.S. Holder will determine the U.S. dollar
value of the amount realized in a non-U.S. dollar currency by translating the
amount received at the spot rate of exchange on the settlement date
of the sale, exchange or other disposition. If the U.S. Holder
is an accrual basis taxpayer that is not eligible to make or does
not make the special election, the U.S. Holder will recognize
foreign currency gain or loss to the extent of any difference
between the U.S. dollar amount realized on the date of sale,
exchange or other disposition and the U.S. dollar value of the
amount received at the spot rate of exchange on the settlement date
of the sale, exchange or other disposition.
Information Reporting and Backup Withholding
U.S. Holders of our ordinary shares may be required to file
certain U.S. information returns with the IRS with respect to
an investment in our ordinary shares, including, among others, IRS
Form 8938 (Statement of Specified Foreign Financial Assets).
As described above under “Passive Foreign Investment Company
Consequences,” each U.S. Holder who is a shareholder of a PFIC
must file an annual report containing certain
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information. U.S. Holders paying more than $100,000 for
ordinary shares may be required to file IRS Form 926 (Return
by a U.S. Transferor of Property to a Foreign Corporation)
reporting this payment. Substantial penalties may be imposed on a
U.S. Holder that fails to comply with the required information
reporting.
Dividends on and proceeds from the sale or other disposition of our
ordinary shares may be reported to the IRS unless the
U.S. Holder of our ordinary shares establishes a basis for
exemption. Backup withholding (currently at a rate of 24%) may
apply to amounts subject to reporting if the U.S. Holder
(1) fails to provide an accurate United States taxpayer
identification number or otherwise establish a basis for exemption
or (2) is described in certain other categories of persons.
However, U.S. Holders of our shares that are corporations are
generally excluded from these information reporting and backup
withholding tax rules. Backup withholding is not an additional tax.
Any amounts withheld under the backup withholding rules generally
will be allowed as a refund or a credit against the
U.S. Holder’s U.S. federal income tax liability if the
required information is furnished by the U.S. Holder on a
timely basis to the IRS.
U.S. Holders should consult their tax advisors regarding the
backup withholding and information reporting rules.
THE
DISCUSSION ABOVE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS
NOT TAX ADVICE. PROSPECTIVE INVESTORS IN OUR ORDINARY SHARES
SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL,
STATE, AND LOCAL AND NON-U.S. INCOME
AND NON-INCOME
TAX
CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR ORDINARY
SHARES IN THEIR PARTICULAR CIRCUMSTANCES, INCLUDING ALL RELATED
INFORMATION REPORTING REQUIREMENTS AND THE IMPACT OF ANY POTENTIAL
CHANGE IN LAW.
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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, Israel. Certain matters of
U.S. federal law will be passed upon for us by Cooley LLP,
New York, New York. Certain legal matters in connection
with this offering will be passed upon for the underwriters by
Davis Polk & Wardwell LLP, New York, New York
with respect to U.S. federal law.
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 by reference into this
prospectus supplement 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) appearing
elsewhere 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.
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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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 Quarterly Reports on
Form 10-Q for the quarter ended
June 30, 2022, filed with the SEC on
August 15, 2022, and for the quarter ended
March 31, 2022, filed with the SEC on
May 12, 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, and
September 19, 2022; 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.
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 Boston,
MA 02116, Attn: Chief Financial Officer or by telephone
(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.
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PROSPECTUS
$150,000,000
Ordinary Shares, Debt, Warrants, Rights
and Units offered by the Company
Gamida Cell
Ltd.
|
|
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We may offer, issue and sell from time to time, in one or more
offerings, ordinary shares, debt, warrants, rights or units, which
we collectively refer to as the “securities.” The aggregate initial
offering price of the securities that we may offer and sell under
this prospectus will not exceed $150 million.
We may offer and sell any combination of the securities described
in this prospectus in different series, at times, in amounts, at
prices and on terms to be determined at or prior to the time of
each offering. This prospectus describes the general terms of these
securities and the general manner in which these securities will be
offered. Each time we sell securities pursuant to this prospectus,
we will provide a supplement to this prospectus that contains
specific information about the offering and the specific terms of
the securities offered. The prospectus supplement will also
describe the specific manner in which these securities will be
offered and may also supplement, update or amend information
contained in this prospectus. You should read this prospectus and
any applicable prospectus supplement before you invest.
The securities covered by this prospectus may be offered through
one or more underwriters, dealers and agents, or directly to
purchasers. The names of any underwriters, dealers or agents, if
any, will be included in a supplement to this prospectus. For
general information about the distribution of securities offered,
please see “Plan of Distribution” beginning on page 25.
Our ordinary shares are traded on the Nasdaq Global Market under
the symbol “GMDA.” On March 24, 2022, the closing price of our
ordinary shares as reported by the Nasdaq Global Market was $4.34
per ordinary share.
Investing in our securities
involves a high degree of risk. You should review carefully the
risks and uncertainties described under the heading “Risk Factors”
contained in the applicable prospectus supplement and any related
free writing prospectus, and under similar headings in the other
documents that are incorporated by reference into this prospectus
as described on page 4 of this prospectus.
Neither the U.S. Securities
and Exchange Commission nor any state 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 April 1, 2022.
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ABOUT THIS
PROSPECTUS
This prospectus is part of a registration statement that we filed
with the U.S. Securities and Exchange Commission, or the SEC,
as part of a “shelf” registration process.
Under this shelf registration, we may offer any combination of the
securities described in this prospectus from time to time in one or
more offerings. This prospectus only provides you with a general
description of the securities we may offer. Each time we sell
securities described herein, we will provide prospective investors
with a supplement to this prospectus that will contain specific
information about the terms of that offering, including the
specific amounts, prices and terms of the securities offered. The
prospectus supplement may also add to, update or change information
contained in this prospectus. We may also authorize one or more
free writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus
supplement and any related free writing prospectus that we may
authorize to be provided to you may also add, update or change
information contained in this prospectus or in any documents that
we have incorporated by reference into this prospectus.
Accordingly, to the extent inconsistent, information in this
prospectus is superseded by the information in any prospectus
supplement or any related free writing prospectus that we may
authorize. You should carefully read this prospectus, any
applicable prospectus supplement and any related free writing
prospectus, together with the information incorporated herein by
reference as described under the heading “Incorporation of Certain
Information by Reference,” before investing in any of the
securities offered.
THIS
PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES
UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
Unless otherwise indicated, “Gamida Cell,” “Gamida,” “the Company,”
“our company,” “we,” “us” and “our” refer to Gamida Cell Ltd. and
its wholly owned subsidiary, Gamida Cell Inc.
Gamida Cell is a trademark of ours that we use in this prospectus.
This prospectus also includes trademarks, tradenames and service
marks that are the property of other organizations. Solely for
convenience, our trademarks and tradenames referred to in this
prospectus appear without the ® or ™ symbols, but those references
are not intended to indicate, in any way, that we will not assert,
to the fullest extent under applicable law, our rights, or the
right of the applicable licensor to our trademark and
tradenames.
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 “shares” in this prospectus refer to ordinary shares
of Gamida Cell Ltd., par value NIS 0.01 per share.
This prospectus contains summaries of certain provisions contained
in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be
filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the
heading “Where You Can Find More Information.”
Neither we, nor any agent, underwriter or dealer has authorized any
person to give any information or to make any representation other
than those contained or incorporated by reference in this
prospectus, any applicable prospectus supplement or any related
free writing prospectus prepared by or on behalf of us or to which
we have referred you. This prospectus, any applicable supplement to
this prospectus or any related free writing prospectus do not
constitute an offer to sell or the solicitation of an offer to buy
any securities other than the
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registered securities to which they relate, nor does this
prospectus, any applicable supplement to this prospectus or any
related free writing prospectus constitute an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction to
any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction.
You should not assume that the information contained in this
prospectus, any applicable prospectus supplement or any related
free writing prospectus is accurate on any date subsequent to the
date set forth on the front of the document or that any information
we have incorporated by reference is correct on any date subsequent
to the date of the document incorporated by reference, even though
this prospectus, any applicable prospectus supplement or any
related free writing prospectus is delivered, or securities are
sold, on a later date.
For
investors outside the United States: We have not done anything
that would permit the offering or possession or distribution of
this prospectus in any jurisdiction where action for that purpose
is required, other than in the United States. Persons outside
the United States who come into possession of this prospectus
must inform themselves about, and observe any restrictions relating
to, the offering of the securities described herein and the
distribution of this prospectus outside the
United States.
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ABOUT GAMIDA CELL
LTD.
Overview
We are an advanced cell therapy company committed to cures for
blood cancers and serious hematologic 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 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 potential treatment
alternative for patients.
Corporate
Information
We are an Israeli corporation and were incorporated in 1998. Our
principal executive offices are located at 116 Huntington Avenue,
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.
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RISK FACTORS
An investment in our securities involves a high degree of risk.
Before deciding whether to purchase our securities, you should
carefully consider the risk factors incorporated by reference from
Part I, Item 1A. of our most recent Annual Report on
Form 10-K, any subsequent
Quarterly Reports on From 10-Q or
Current Reports on Form 8-K we
file after the date of this prospectus, and all other information
contained or incorporated by reference into this prospectus or any
applicable prospectus supplement, as updated by those subsequent
filings with the SEC under the Exchange Act, that are
incorporated herein by reference. These risks could materially
affect our business, results of operations or financial condition
and cause the value of our securities to decline, in which case you
may lose all or part of your investment. For more information, see
“Where You Can Find More Information” and “Incorporation of Certain
Information by Reference.”
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USE OF
PROCEEDS
Unless otherwise set forth in a prospectus supplement, we currently
intend to use the net proceeds of any offering of securities for
working capital and other general corporate purposes. Accordingly,
we will have significant discretion in the use of any net proceeds.
We may provide additional information on the use of the net
proceeds from the sale of the offered securities in an applicable
prospectus supplement relating to the offered securities.
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CAPITALIZATION
We intend to include information about our capitalization and
indebtedness in prospectus supplements.
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DESCRIPTION OF
SECURITIES
The descriptions of the securities contained in this prospectus,
together with the applicable prospectus supplements, summarize the
material terms and provisions of the various types of securities
that we may offer. We will describe in the applicable prospectus
supplement relating to any securities the particular terms of the
securities offered by that prospectus supplement. If we so indicate
in the applicable prospectus supplement, the terms of the
securities may differ from the terms we have summarized below.
We may sell from time to time, in one or more offerings, ordinary
shares, debt, warrants to purchase ordinary shares, rights and
units comprising any combination of these securities.
In this prospectus, we refer to the ordinary shares, debt, warrants
to purchase ordinary shares, rights and units that may be offered
by us collectively as “securities.” The total dollar amount of all
securities that we may issue under this prospectus will not exceed
$150 million. The actual price per share of the shares that
will offer, or per security of the securities that we will offer,
pursuant hereto will depend on a number of factors that may be
relevant as of the time of offer.
This prospectus may not be used to consummate a sale of securities
unless it is accompanied by a prospectus supplement.
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DESCRIPTION OF SHARE
CAPITAL
The following descriptions of our share capital and provisions of
our amended and restated articles of association are summaries and
do not purport to be complete.
General
Our authorized share capital consists of 150,000,000 ordinary
shares, par value NIS 0.01 per share, of which 59,970,389 shares
are issued and outstanding as of December 31, 2021. All of our
outstanding ordinary shares are validly issued, fully paid and
non-assessable. Our ordinary shares
are not redeemable and do not have any preemptive rights. We have
no preferred shares authorized or outstanding.
Registration Number and
Purposes of the Company
We are registered with the Israeli Registrar of Companies. Our
registration number is 51-260120-4. Our purpose, as set forth in our
amended and restated articles of association, is to engage in any
lawful act or activity.
Voting Rights
All ordinary shares have identical voting and other rights in all
respects.
Transfer of Shares
Our fully paid ordinary shares are issued in registered form and
may be freely transferred under our amended and restated articles
of association, unless the transfer is restricted or prohibited by
another instrument, applicable law or the rules of a stock exchange
on which the shares are listed for trade. The ownership or voting
of our ordinary shares by non-residents of Israel is not restricted in any way
by our amended and restated articles of association or the laws of
the State of Israel, except for ownership by nationals of some
countries that are, or have been, in a state of war with
Israel.
Election of
Directors
Under our amended and restated articles of association, our board
of directors must consist of not less than 5 but no more than 11
directors. Pursuant to our amended and restated articles of
association, each of our directors will be appointed by a simple
majority vote of holders of our voting shares, participating and
voting at an annual general meeting of our shareholders. In
addition, our directors are divided into three classes, one class
being elected each year at the annual general meeting of our
shareholders, and serve on our board of directors until they are
removed by a vote of 60% of the total voting power of our
shareholders at a general meeting of our shareholders or upon the
occurrence of certain events, in accordance with the Israeli
Companies Law, and our amended and restated articles of
association. In addition, our amended and restated articles of
association allow our board of directors to fill vacancies on the
board of directors or to appoint new directors up to the maximum
number of directors permitted under our amended and restated
articles of association. Such directors serve for a term of office
equal to the remaining period of the term of office of the
directors(s) whose office(s) have been vacated or in the
case of new directors, for a term of office according to the class
to which such director was assigned upon appointment.
Dividend and Liquidation
Rights
We may declare a dividend to be paid to the holders of our ordinary
shares in proportion to their respective shareholdings. Under the
Israeli Companies Law, dividend distributions are determined by the
board of directors and do not require the approval of the
shareholders of a company unless the company’s articles of
association provide otherwise. Our amended and restated articles of
association do not require shareholder approval of a dividend
distribution and provide that dividend distributions may be
determined by our board of directors.
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Pursuant to the Israeli Companies Law, the distribution amount is
limited to the greater of retained earnings or earnings generated
over the previous two years, according to our then last
reviewed or audited financial statements, provided that the end of
the period to which the financial statements relate is not more
than six months prior to the date of the distribution. If we
do not meet such criteria, then we may distribute dividends only
with court approval. In each case, we are only permitted to
distribute a dividend if our board of directors and the court, if
applicable, determines that there is no reasonable concern that
payment of the dividend will prevent us from satisfying our
existing and foreseeable obligations as they become due.
In the event of our liquidation, after satisfaction of liabilities
to creditors, our assets will be distributed to the holders of our
ordinary shares in proportion to their shareholdings. This right,
as well as the right to receive dividends, may be affected by the
grant of preferential dividend or distribution rights to the
holders of a class of shares with preferential rights that may be
authorized in the future.
Exchange Controls
There are currently no Israeli currency control restrictions on
remittances of dividends on our ordinary shares, proceeds from the
sale of the shares or interest or other payments to non-residents of Israel, except for shareholders who
are subjects of countries that are, or have been, in a state of war
with Israel.
Shareholder
Meetings
Under Israeli law, we are required to hold an annual general
meeting of our shareholders once every calendar year that must be
held no later than 15 months after the date of the previous
annual general meeting. All meetings other than the annual general
meeting of shareholders are referred to in our amended and restated
articles of association as special general meetings. Our board of
directors may call special general meetings whenever it sees fit,
at such time and place, within or outside of Israel, as it may
determine. In addition, the Israeli Companies Law provides that our
board of directors is required to convene a special general meeting
upon the written request of (i) any two or more of our
directors or one-quarter or more of
the members of our board of directors or (ii) one or more
shareholders holding, in the aggregate, either (a) 5% or more
of our outstanding issued shares and 1% or more of our outstanding
voting power or (b) 5% or more of our outstanding voting
power.
Subject to the provisions of the Israeli Companies Law and the
regulations promulgated thereunder, shareholders entitled to
participate and vote at general meetings are the shareholders of
record on a date to be decided by the board of directors, which may
generally be between four and 21 days prior to the date of the
meeting, and in certain circumstances, between four and
40 days prior to the date of the meeting. Furthermore, the
Israeli Companies Law requires that resolutions regarding the
following matters must be passed at a general meeting of our
shareholders:
• amendments
to our articles of association;
• appointment
or termination of our auditors;
• appointment
of external directors;
• approval
of certain related party transactions;
• increases
or reductions of our authorized share capital;
• a
merger; and
• the
exercise of our board of director’s powers by a general meeting, if
our board of directors is unable to exercise its powers and the
exercise of any of its powers is required for our proper
management.
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The Israeli Companies Law requires that a notice of any annual
general meeting or special general meeting be provided to
shareholders at least 21 days prior to the meeting and if the
agenda of the meeting includes the appointment or removal of
directors, the approval of transactions with office holders or
interested or related parties, or an approval of a merger, notice
must be provided at least 35 days prior to the meeting. Under
the Israeli Companies Law and our amended and restated articles of
association, shareholders are not permitted to take action by way
of written consent in lieu of a meeting.
Voting Rights
Quorum
Pursuant to our amended and restated articles of association,
holders of our ordinary shares have one vote for each ordinary
share held on all matters submitted to a vote before the
shareholders at a general meeting. The quorum required for our
general meetings of shareholders consists of one or more
shareholders present in person, by proxy or written ballot who hold
or represent between them at least 331/3 of
the total outstanding voting rights. A meeting adjourned for lack
of a quorum shall be adjourned either to the same day in the
next week, at the same time and place, to such day and at such
time and place as indicated in the notice to such meeting, or to
such day and at such time and place as the chairperson of the
meeting shall determine. At the reconvened meeting, one or more
shareholders present in person, by proxy or written ballot who hold
or represent between them at least 331/3% of
the total outstanding voting rights shall constitute a quorum.
Vote Requirements
Our amended and restated articles of association provide that all
resolutions of our shareholders require a simple majority vote,
unless otherwise required by the Israeli Companies Law or by our
amended and restated articles of association. Under the Israeli
Companies Law, each of (i) the approval of an extraordinary
transaction with a controlling shareholder, (ii) the terms of
employment or other engagement of the controlling shareholder of
the company or such controlling shareholder’s relative (even if
such terms are not extraordinary) requires the approval under
“Management—Fiduciary duties and approval of specified related
party transactions under Israeli law” and (iii) approval of
certain compensation-related matters
require the approval described in the final prospectus filed with
our Form F-1 Registration
Statement (No. 333-232302) on
June 28, 2019 under “Management—Compensation Committee.” Under
our amended and restated articles of association, the alteration of
the rights, privileges, preferences or obligations of any class of
our shares requires a simple majority of the class so affected (or
such other percentage of the relevant class that may be set forth
in the governing documents relevant to such class), in addition to
the ordinary majority vote of all classes of shares voting together
as a single class at a shareholder meeting. Our amended and
restated articles of association also provide that the removal of
any director from office or the amendment of the provisions
relating to our staggered board requires the vote of 60% of the
total voting power of our shareholders. Another exception to the
simple majority vote requirement is a resolution for the voluntary
winding up, or an approval of a scheme of arrangement or
reorganization, of the company pursuant to Section 350 of the
Israeli Companies Law, which requires the approval of holders of
75% of the voting rights represented at the meeting and voting on
the resolution.
Access to Corporate
Records
Under the Companies Law, all shareholders generally have the right
to review minutes of our general meetings, our shareholder
register, including with respect to material shareholders, our
articles of association, our financial statements, other documents
as provided in the Companies Law, and any document we are required
by law to file publicly with the Israeli Companies Registrar or the
Israeli Securities Authority. Any shareholder who specifies the
purpose of its request may request to review any document in our
possession that relates to any action or transaction with a related
party which requires shareholder approval under the Companies Law.
We may deny a request to review a document if we determine that the
request was not made in good faith, that the document contains a
commercial secret or a patent or that the document’s disclosure may
otherwise impair our interests.
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Acquisitions under Israeli
Law
Full Tender Offer
A person wishing to acquire shares of a public Israeli company and
who would as a result hold over 90% of the target company’s issued
and outstanding share capital or that of a certain class of shares
is required by the Companies Law to make a tender offer to all of
the company’s shareholders or the shareholders who hold shares of
the same class for the purchase of all of the issued and
outstanding shares of the company or of the same class, as
applicable.
If the shareholders who do not respond to or accept the offer hold
less than 5% of the issued and outstanding share capital of the
company or of the applicable class of the shares, all of the shares
that the acquirer offered to purchase will be transferred to the
acquirer by operation of law (provided that a majority of the
offerees that do not have a personal interest in such tender offer
shall have approved it, which condition shall not apply if offerees
holding less than 2% of the company’s issued and outstanding share
capital failed to approve such tender offer).
Upon a successful completion of such a full tender offer, any
shareholder that was an offeree in such tender offer, whether the
shareholder accepted the tender offer or not, may, within
six months from the date of acceptance of the tender offer,
petition the Israeli court to determine whether the tender offer
was for less than fair value and that the fair value should be paid
as determined by the court unless the acquirer stipulated that a
shareholder that accepts the offer may not seek appraisal rights.
If the shareholders who did not respond or accept the tender offer
hold at least 5% of the issued and outstanding share capital of the
company or of the applicable class, or the shareholders who did not
accept the tender offer hold 2% or more of the issued and
outstanding share capital of the company (or of the applicable
class), the acquirer may not acquire shares of the company that
will increase its holdings to more than 90% of the company’s issued
and outstanding share capital or of the applicable class from
shareholders who accepted the tender offer.
Special Tender
Offer
The Companies Law provides that an acquisition of shares of a
public Israeli company must be made by means of a special tender
offer if as a result of the acquisition the purchaser would become
a holder of at least 25% of the voting rights in the
company. This rule does not apply if there is already another
holder of at least 25% of the voting rights in the company.
Similarly, the Companies Law provides that an acquisition of shares
in a public company must be made by means of a tender offer if as a
result of the acquisition the purchaser would become a holder of
more than 45% of the voting rights in the company, if there is no
other shareholder of the company who holds more than 45% of the
voting rights in the company.
These requirements do not apply if the acquisition (i) occurs
in the context of a private placement, provided that the general
meeting approved the acquisition as a private offering whose
purpose is to give the acquirer at least 25% of the voting rights
in the company if there is no person who holds at least 25% of the
voting rights in the company, or as a private offering whose
purpose is to give the acquirer 45% of the voting rights in the
company, if there is no person who holds 45% of the voting rights
in the company, (ii) was from a shareholder holding at least
25% of the voting rights in the company and resulted in the
acquirer becoming a holder of at least 25% of the voting rights in
the company, or (iii) was from a holder of more than 45% of
the voting rights in the company and resulted in the acquirer
becoming a holder of more than 45% of the voting rights in the
company.
The special tender offer may be consummated only if (i) at
least 5% of the voting power attached to the company’s outstanding
shares will be acquired by the offeror and (ii) the special
tender offer is accepted by a majority of the votes of those
offerees who gave notice of their position in respect of the offer,
excluding the votes of a holder of control in the offeror, a person
who has personal interest in acceptance of the special tender
offer, holders of 25% or more of the voting rights in the company
or anyone on their behalf, including their relatives and entities
controlled by them.
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In the event that a special tender offer is made, a company’s board
of directors is required to express its opinion on the advisability
of the offer, or shall abstain from expressing any opinion if it is
unable to do so, provided that it gives the reasons for its
abstention. In addition, the board of directors must disclose any
personal interest each member of the board of directors has in the
offer or stems therefrom. An office holder in a target company who,
in his or her capacity as an office holder, performs an action the
purpose of which is to cause the failure of an existing or
foreseeable special tender offer or is to impair the chances of its
acceptance, is liable to the potential purchaser and shareholders
for damages resulting from his or her acts, unless such office
holder acted in good faith and had reasonable grounds to believe he
or she was acting for the benefit of the company. However, office
holders of the target company may negotiate with the potential
purchaser in order to improve the terms of the special tender
offer, and may further negotiate with third parties in order to
obtain a competing offer.
If a special tender offer was accepted by a majority of the
shareholders who announced their stand on such offer, then
shareholders who did not respond to the special tender offer or had
objected to the offer may accept the offer within four days of
the last day set for the acceptance of the offer.
In the event that a special tender offer is accepted, then the
purchaser or any person or entity controlling it or under common
control with the purchaser or such controlling person or entity
shall refrain from making a subsequent tender offer for the
purchase of shares of the target company and cannot execute a
merger with the target company for a period of one year from the
date of the offer, unless the purchaser or such person or entity
undertook to effect such an offer or merger in the initial special
tender offer.
Merger
The Companies Law permits merger transactions if approved by each
party’s board of directors and, unless certain requirements
described under the Companies Law are met, a majority of each
party’s shareholders and, in the case of the target company, a
majority vote of each class of its shares, voted on the proposed
merger at a shareholders meeting. The board of directors of a
merging company is required pursuant to the Companies Law to
discuss and determine whether in its opinion there exists a
reasonable concern that as a result of a proposed merger, the
surviving company will not be able to satisfy its obligations
towards its creditors, such determination taking into account the
financial status of the merging companies. If the board of
directors has determined that such a concern exists, it may not
approve a proposed merger. Following the approval of the board of
directors of each of the merging companies, the boards of directors
must jointly prepare a merger proposal for submission to the
Israeli Registrar of Companies.
For purposes of the shareholder vote, unless a court rules
otherwise, the merger will not be deemed approved if a majority of
the shares represented at the shareholders meeting that are held by
parties other than the other party to the merger, or by any person
who holds 25% or more of the outstanding shares or the right to
appoint 25% or more of the directors of the other party, vote
against the merger. In addition, if the non-surviving entity of the merger has more than one
class of shares, the merger must be approved by each class of
shareholders. If the transaction would have been approved but for
the separate approval of each class or the exclusion of the votes
of certain shareholders as provided above, a court may still
approve the merger upon the request of holders of at least 25% of
the voting rights of a company, if the court holds that the merger
is fair and reasonable, taking into account the value of the
parties to the merger and the consideration offered to the
shareholders. Pursuant to the Companies Law, if a merger is with a
company’s controlling shareholder or if the controlling shareholder
has a personal interest in the merger, then the merger is instead
subject to the same special majority approval that governs all
extraordinary transactions with controlling shareholders (as
described in our final prospectus filed with our
Form F-1 Registration Statement
(No. 333-232302) on June 28,
2019 under “Management—Fiduciary duties and approval of specified
related party transactions under Israeli law.”).
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Under the Companies Law, each merging company must send a copy of
the proposed merger plan to its secured creditors. Unsecured
creditors are entitled to receive notice of the merger pursuant to
regulations promulgated under the Companies Law. Upon the request
of a creditor of either party to the proposed merger, the court may
delay or prevent the merger if it concludes that there exists a
reasonable concern that, as a result of the merger, the surviving
company will be unable to satisfy the obligations the target
company. The court may further give instructions to secure the
rights of creditors.
In addition, a merger may not be completed unless at least
50 days have passed from the date that a proposal for approval
of the merger was filed with the Israeli Registrar of Companies and
30 days from the date that shareholder approval of both
merging companies was obtained.
Anti-Takeover
Measures
The Israeli Companies Law allows us to create and issue shares
having rights different from those attached to our ordinary shares,
including shares providing certain preferred rights with respect to
voting, distributions or other matters and shares having preemptive
rights. We have no preferred shares authorized under our amended
and restated articles of association. In the future, if we do
authorize, create and issue a specific class of preferred shares,
such class of shares, depending on the specific rights that may be
attached to it, may have the ability to frustrate or prevent a
takeover or otherwise prevent our shareholders from realizing a
potential premium over the market value of their ordinary shares.
The authorization and designation of a class of preferred shares
will require an amendment to our amended and restated articles of
association, which requires the prior approval of the holders of a
majority of the voting power attaching to our issued and
outstanding shares at a general meeting. The convening of the
meeting, the shareholders entitled to participate and the majority
vote required to be obtained at such a meeting will be subject to
the requirements set forth in the Israeli Companies Law as
described above in “—Voting Rights.” In addition, as disclosed
under “—Election of directors”, we have a classified board
structure which effectively limits the ability of any investor or
potential investor or group of investors or potential investors to
gain control of our board of directors.
Borrowing Powers
Pursuant to the Israeli Companies Law and our amended and restated
articles of association, our board of directors may exercise all
powers and take all actions that are not required under law or
under our amended and restated articles of association to be
exercised or taken by our shareholders, including the power to
borrow money for company purposes.
Changes in Capital
Our amended and restated articles of association enable us to
increase or reduce our share capital. Any such changes are subject
to Israeli Companies Law and must be approved by a resolution duly
passed by our shareholders at a general meeting by voting on such
change in the capital. In addition, transactions that have the
effect of reducing capital, such as the declaration and payment of
dividends in the absence of sufficient retained earnings or
profits, require the approval of both our board of directors and an
Israeli court.
Transfer Agent and
Registrar
The transfer agent and registrar for our ordinary shares is
Broadridge Corporate Issuer Solutions, Inc. Its address is 1717
Arch Street, Suite 1300, Philadelphia, Pennsylvania 19103, and its
telephone number is (215) 553-5400.
Listing
Our ordinary shares are listed on The Nasdaq Global Market under
the symbol “GMDA.”
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DESCRIPTION OF DEBT
SECURITIES
We may issue debt securities from time to time, in one or more
series, as either senior or subordinated debt or as senior or
subordinated convertible debt. While the terms we have summarized
below will apply generally to any debt securities that we may offer
under this prospectus, we will describe the particular terms of any
debt securities that we may offer in more detail in the applicable
prospectus supplement. The terms of any debt securities offered
under a prospectus supplement may differ from the terms described
below. Unless the context requires otherwise, whenever we refer to
the indenture, we also are referring to any supplemental indentures
that specify the terms of a particular series of debt
securities.
We will issue the debt securities under the indenture that we will
enter into with the trustee named in the indenture. The indenture
will be qualified under the Trust Indenture Act of 1939,
as amended, or the Trust Indenture Act. We have filed the form of
indenture as an exhibit to the registration statement of which this
prospectus is a part, and supplemental indentures and forms of debt
securities containing the terms of the debt securities being
offered will be filed as exhibits to the registration statement of
which this prospectus is a part or will be incorporated by
reference from reports that we file with the SEC.
The following summary of material provisions of the debt securities
and the indenture is subject to, and qualified in its entirety by
reference to, all of the provisions of the indenture applicable to
a particular series of debt securities. We urge you to read the
applicable prospectus supplements and any related free writing
prospectuses related to the debt securities that we may offer under
this prospectus, as well as the complete indenture that contains
the terms of the debt securities.
General
The indenture does not limit the amount of debt securities that we
may issue. It provides that we may issue debt securities up to the
principal amount that we may authorize and may be in any currency
or currency unit that we may designate. Except for the limitations
on consolidation, merger and sale of all or substantially all of
our assets contained in the indenture, the terms of the indenture
do not contain any covenants or other provisions designed to give
holders of any debt securities protection against changes in our
operations, financial condition or transactions involving us.
We may issue the debt securities issued under the indenture as
“discount securities,” which means they may be sold at a discount
below their stated principal amount. These debt securities, as well
as other debt securities that are not issued at a discount, may be
issued with “original issue discount,” or OID, for
U.S. federal income tax purposes because of interest payment
and other characteristics or terms of the debt securities. Material
U.S. federal income tax considerations applicable to debt
securities issued with OID will be described in more detail in any
applicable prospectus supplement.
We will describe in the applicable prospectus supplement the terms
of the series of debt securities being offered, including:
• the
title of the series of debt securities;
• any
limit upon the aggregate principal amount that may be issued;
• the
maturity date or dates;
• the
form of the debt securities of the series;
• the
applicability of any guarantees;
• whether
or not the debt securities will be secured or unsecured, and the
terms of any secured debt;
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• whether
the debt securities rank as senior debt, senior subordinated debt,
subordinated debt or any combination thereof, and the terms of any
subordination;
• if
the price (expressed as a percentage of the aggregate principal
amount thereof) at which such debt securities will be issued is a
price other than the principal amount thereof, the portion of the
principal amount thereof payable upon declaration of acceleration
of the maturity thereof, or if applicable, the portion of the
principal amount of such debt securities that is convertible into
another security or the method by which any such portion shall be
determined;
• the
interest rate or rates, which may be fixed or variable, or the
method for determining the rate and the date interest will begin to
accrue, the dates interest will be payable and the regular record
dates for interest payment dates or the method for determining such
dates;
• our
right, if any, to defer payment of interest and the maximum length
of any such deferral period;
• if
applicable, the date or dates after which, or the period or periods
during which, and the price or prices at which, we may, at our
option, redeem the series of debt securities pursuant to any
optional or provisional redemption provisions and the terms of
those redemption provisions;
• the
date or dates, if any, on which, and the price or prices at which
we are obligated, pursuant to any mandatory sinking fund or
analogous fund provisions or otherwise, to redeem, or at the
holder’s option to purchase, the series of debt securities and the
currency or currency unit in which the debt securities are
payable;
• the
denominations in which we will issue the series of debt securities,
if other than denominations of $1,000 and any integral multiple
thereof;
• any
and all terms, if applicable, relating to any auction or
remarketing of the debt securities of that series and any security
for our obligations with respect to such debt securities and any
other terms which may be advisable in connection with the marketing
of debt securities of that series;
• whether
the debt securities of the series shall be issued in whole or in
part in the form of a global security or securities; the terms and
conditions, if any, upon which such global security or securities
may be exchanged in whole or in part for other individual
securities; and the depositary for such global security or
securities;
• if
applicable, the provisions relating to conversion or exchange of
any debt securities of the series and the terms and conditions upon
which such debt securities will be so convertible or exchangeable,
including the conversion or exchange price, as applicable, or how
it will be calculated and may be adjusted, any mandatory or
optional (at our option or the holders’ option) conversion or
exchange features, the applicable conversion or exchange period and
the manner of settlement for any conversion or exchange;
• if
other than the full principal amount thereof, the portion of the
principal amount of debt securities of the series which shall be
payable upon declaration of acceleration of the maturity
thereof;
• additions
to or changes in the covenants applicable to the particular debt
securities being issued, including, among others, the
consolidation, merger or sale covenant;
• additions
to or changes in the events of default with respect to the
securities and any change in the right of the trustee or the
holders to declare the principal, premium, if any, and interest, if
any, with respect to such securities to be due and payable;
• additions
to or changes in or deletions of the provisions relating to
covenant defeasance and legal defeasance;
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• additions
to or changes in the provisions relating to satisfaction and
discharge of the indenture;
• additions
to or changes in the provisions relating to the modification of the
indenture both with and without the consent of holders of debt
securities issued under the indenture;
• the
currency of payment of debt securities if other than
U.S. dollars and the manner of determining the equivalent
amount in U.S. dollars;
• whether
interest will be payable in cash or additional debt securities at
our or the holders’ option and the terms and conditions upon which
the election may be made;
• the
terms and conditions, if any, upon which we will pay amounts in
addition to the stated interest, premium, if any and principal
amounts of the debt securities of the series to any holder that is
not a “United States person” for U.S. federal income tax
purposes;
• any
restrictions on transfer, sale or assignment of the debt securities
of the series; and
• any
other specific terms, preferences, rights or limitations of, or
restrictions on, the debt securities, any other additions or
changes in the provisions of the indenture, and any terms that may
be required by us or advisable under applicable laws or
regulations.
Conversion or Exchange
Rights
We will set forth in the applicable prospectus supplement the terms
on which a series of debt securities may be convertible into or
exchangeable for our ordinary shares or our other securities. We
will include provisions as to settlement upon conversion or
exchange and whether conversion or exchange is mandatory, at the
option of the holder or at our option. We may include provisions
pursuant to which the number of shares of our ordinary shares or
our other securities that the holders of the series of debt
securities receive would be subject to adjustment.
Consolidation, Merger or
Sale
Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the indenture will not
contain any covenant that restricts our ability to merge or
consolidate, or sell, convey, transfer or otherwise dispose of our
assets as an entirety or substantially as an entirety. However, any
successor to or acquirer of such assets (other than a subsidiary of
ours) must assume all of our obligations under the indenture or the
debt securities, as appropriate.
Events of Default under the
Indenture
Unless we provide otherwise in the prospectus supplement applicable
to a particular series of debt securities, the following are events
of default under the indenture with respect to any series of debt
securities that we may issue:
• if
we fail to pay any installment of interest on any series of debt
securities, as and when the same shall become due and payable, and
such default continues for a period of 90 days; provided,
however, that a valid extension of an interest payment period by us
in accordance with the terms of any indenture supplemental thereto
shall not constitute a default in the payment of interest for this
purpose;
• if
we fail to pay the principal of, or premium, if any, on any series
of debt securities as and when the same shall become due and
payable whether at maturity, upon redemption, by declaration or
otherwise, or in any payment required by any sinking or analogous
fund established with respect to such series; provided, however,
that a valid extension of the maturity of such debt securities in
accordance with the terms of any indenture supplemental thereto
shall not constitute a default in the payment of principal or
premium, if any;
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• if
we fail to observe or perform any other covenant or agreement
contained in the debt securities or the indenture, other than a
covenant specifically relating to another series of debt
securities, and our failure continues for 90 days after we
receive written notice of such failure, requiring the same to be
remedied and stating that such is a notice of default thereunder,
from the trustee or holders of at least 25% in aggregate principal
amount of the outstanding debt securities of the applicable series;
and
• if
specified events of bankruptcy, insolvency or reorganization
occur.
If an event of default with respect to debt securities of any
series occurs and is continuing, other than an event of default
specified in the last bullet point above, the trustee or the
holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series, by notice to us in
writing, and to the trustee if notice is given by such holders, may
declare the unpaid principal of, premium, if any, and accrued
interest, if any, due and payable immediately. If an event of
default specified in the last bullet point above occurs with
respect to us, the principal amount of and accrued interest, if
any, of each issue of debt securities then outstanding shall be due
and payable without any notice or other action on the part of the
trustee or any holder.
The holders of a majority in principal amount of the outstanding
debt securities of an affected series may waive any default or
event of default with respect to the series and its consequences,
except defaults or events of default regarding payment of
principal, premium, if any, or interest, unless we have cured the
default or event of default in accordance with the indenture. Any
waiver shall cure the default or event of default.
Subject to the terms of the indenture, if an event of default under
an indenture shall occur and be continuing, the trustee will be
under no obligation to exercise any of its rights or powers under
such indenture at the request or direction of any of the holders of
the applicable series of debt securities, unless such holders have
offered the trustee reasonable indemnity. The holders of a majority
in principal amount of the outstanding debt securities of any
series will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee,
or exercising any trust or power conferred on the trustee, with
respect to the debt securities of that series, provided that:
• the
direction so given by the holder is not in conflict with any law or
the applicable indenture; and
• subject
to its duties under the Trust Indenture Act, the trustee need not
take any action that might involve it in personal liability or
might be unduly prejudicial to the holders not involved in the
proceeding.
A holder of the debt securities of any series will have the right
to institute a proceeding under the indenture or to appoint a
receiver or trustee, or to seek other remedies only if:
• the
holder has given written notice to the trustee of a continuing
event of default with respect to that series;
• the
holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made written
request,
• such
holders have offered to the trustee indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred by the
trustee in compliance with the request; and
• the
trustee does not institute the proceeding, and does not receive
from the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series other conflicting
directions within 90 days after the notice, request and
offer.
These limitations do not apply to a suit instituted by a holder of
debt securities if we default in the payment of the principal,
premium, if any, or interest on, the debt securities.
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We will periodically file statements with the trustee regarding our
compliance with specified covenants in the indenture.
Modification of Indenture;
Waiver
We and the trustee may change an indenture without the consent of
any holders with respect to specific matters:
• to
cure any ambiguity, defect or inconsistency in the indenture or in
the debt securities of any series;
• to
comply with the provisions described above under “Description of
Debt Securities—Consolidation, Merger or Sale;”
• to
provide for uncertificated debt securities in addition to or in
place of certificated debt securities;
• to
add to our covenants, restrictions, conditions or provisions such
new covenants, restrictions, conditions or provisions for the
benefit of the holders of all or any series of debt securities, to
make the occurrence, or the occurrence and the continuance, of a
default in any such additional covenants, restrictions, conditions
or provisions an event of default or to surrender any right or
power conferred upon us in the indenture;
• to
add to, delete from or revise the conditions, limitations, and
restrictions on the authorized amount, terms, or purposes of issue,
authentication and delivery of debt securities, as set forth in the
indenture;
• to
make any change that does not adversely affect the interests of any
holder of debt securities of any series in any material
respect;
• to
provide for the issuance of and establish the form and terms and
conditions of the debt securities of any series as provided above
under “Description of Debt Securities—General” to establish the
form of any certifications required to be furnished pursuant to the
terms of the indenture or any series of debt securities, or to add
to the rights of the holders of any series of debt securities;
• to
evidence and provide for the acceptance of appointment under any
indenture by a successor trustee; or
• to
comply with any requirements of the SEC in connection with the
qualification of any indenture under the Trust Indenture Act.
In addition, under the indenture, the rights of holders of a series
of debt securities may be changed by us and the trustee with the
written consent of the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of each series
that is affected. However, unless we provide otherwise in the
prospectus supplement applicable to a particular series of debt
securities, we and the trustee may make the following changes only
with the consent of each holder of any outstanding debt securities
affected:
• extending
the fixed maturity of any debt securities of any series;
• reducing
the principal amount, reducing the rate of or extending the time of
payment of interest, or reducing any premium payable upon the
redemption of any series of any debt securities; or
• reducing
the percentage of debt securities, the holders of which are
required to consent to any amendment, supplement, modification or
waiver.
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Discharge
Each indenture provides that we can elect to be discharged from our
obligations with respect to one or more series of debt securities,
except for specified obligations, including obligations to:
• provide
for payment;
• register
the transfer or exchange of debt securities of the series;
• replace
stolen, lost or mutilated debt securities of the series;
• pay
principal of and premium and interest on any debt securities of the
series;
• maintain
paying agencies;
• hold
monies for payment in trust;
• recover
excess money held by the trustee;
• compensate
and indemnify the trustee; and
• appoint
any successor trustee.
In order to exercise our rights to be discharged, we must deposit
with the trustee money or government obligations sufficient to pay
all the principal of, any premium, if any, and interest on, the
debt securities of the series on the dates payments are due.
Form, Exchange and
Transfer
We will issue the debt securities of each series only in fully
registered form without coupons and, unless we provide otherwise in
the applicable prospectus supplement, in denominations of $1,000
and any integral multiple thereof. The indenture provides that we
may issue debt securities of a series in temporary or permanent
global form and as book-entry
securities that will be deposited with, or on behalf of, The
Depository Trust Company, or DTC, or another depositary named by us
and identified in the applicable prospectus supplement with respect
to that series. To the extent the debt securities of a series are
issued in global form and as book-entry, a description of terms relating to any
book-entry securities will be set
forth in the applicable prospectus supplement.
At the option of the holder, subject to the terms of the indenture
and the limitations applicable to global securities described in
the applicable prospectus supplement, the holder of the debt
securities of any series can exchange the debt securities for other
debt securities of the same series, in any authorized denomination
and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the limitations
applicable to global securities set forth in the applicable
prospectus supplement, holders of the debt securities may present
the debt securities for exchange or for registration of transfer,
duly endorsed or with the form of transfer endorsed thereon duly
executed if so required by us or the security registrar, at the
office of the security registrar or at the office of any transfer
agent designated by us for this purpose. Unless otherwise provided
in the debt securities that the holder presents for transfer or
exchange, we will impose no service charge for any registration of
transfer or exchange, but we may require payment of any taxes or
other governmental charges.
We will name in the applicable prospectus supplement the security
registrar, and any transfer agent in addition to the security
registrar, that we initially designate for any debt securities. We
may at any time designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office
through which any transfer agent acts, except that we will be
required to maintain a transfer agent in each place of payment for
the debt securities of each series.
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If we elect to redeem the debt securities of any series, we will
not be required to:
• issue,
register the transfer of, or exchange any debt securities of that
series during a period beginning at the opening of business
15 days before the day of mailing of a notice of
redemption of any debt securities that may be selected for
redemption and ending at the close of business on the day of
the mailing; or
• register
the transfer of or exchange any debt securities so selected for
redemption, in whole or in part, except the unredeemed portion of
any debt securities we are redeeming in part.
Information Concerning the
Trustee
The trustee, other than during the occurrence and continuance of an
event of default under an indenture, undertakes to perform only
those duties as are specifically set forth in the applicable
indenture. Upon an event of default under an indenture, the trustee
must use the same degree of care as a prudent person would exercise
or use in the conduct of his or her own affairs. Subject to this
provision, the trustee is under no obligation to exercise any of
the powers given it by the indenture at the request of any holder
of debt securities unless it is offered reasonable security and
indemnity against the costs, expenses and liabilities that it might
incur.
Payment and Paying
Agents
Unless we otherwise indicate in the applicable prospectus
supplement, we will make payment of the interest on any debt
securities on any interest payment date to the person in whose name
the debt securities, or one or more predecessor securities, are
registered at the close of business on the regular record date for
the interest.
We will pay principal of and any premium and interest on the debt
securities of a particular series at the office of the paying
agents designated by us, except that unless we otherwise indicate
in the applicable prospectus supplement, we will make interest
payments by check that we will mail to the holder or by wire
transfer to certain holders. Unless we otherwise indicate in the
applicable prospectus supplement, we will designate the corporate
trust office of the trustee as our sole paying agent for payments
with respect to debt securities of each series. We will name in the
applicable prospectus supplement any other paying agents that we
initially designate for the debt securities of a particular series.
We will maintain a paying agent in each place of payment for the
debt securities of a particular series.
All money we pay to a paying agent or the trustee for the payment
of the principal of or any premium or interest on any debt
securities that remains unclaimed at the end of two years
after such principal, premium or interest has become due and
payable will be repaid to us, and the holder of the debt security
thereafter may look only to us for payment thereof.
Governing Law
The indenture and the debt securities will be governed by and
construed in accordance with the internal laws of the State of
New York, except to the extent that the Trust Indenture
Act of 1939 is applicable.
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DESCRIPTION OF
WARRANTS
We may issue warrants to purchase ordinary shares. We may issue
warrants independently or together with any other securities
offered by any prospectus supplement and the warrants may be
attached to or separate from those securities. We will evidence
each series of warrants by warrant certificates that we may issue
under a separate agreement. Any series of warrants may be issued
under a separate warrant agreement, which may be entered into
between us and a warrant agent specified in an applicable
prospectus supplement relating to a particular series of warrants.
Any such warrant agent will act solely as our agent in connection
with the warrants of such series and will not assume any obligation
or relationship of agency or trust with any of the holders of the
warrants. We may also choose to act as our own warrant agent. We
will set forth further terms of the warrants and any applicable
warrant agreements in the applicable prospectus supplement relating
to the issuance of any warrants, including, where applicable, the
following:
• the
title of the warrants;
• the
aggregate number of the warrants;
• the
number of securities purchasable upon exercise of the warrants;
• the
designation and terms of the securities, if any, with which the
warrants are issued, and the number of the warrants issued with
each such offered security;
• the
date, if any, on and after which the warrants and the related
securities will be separately transferable;
• the
price at which, and form of consideration for which, each security
purchasable upon exercise of the warrants may be purchased;
• the
date on which the right to exercise the warrants will commence and
the date on which the right will expire;
• if
applicable, the date on and after which such warrants and the
related securities will be separately transferable;
• information
with respect to book-entry procedures,
if any;
• if
applicable, a discussion of the material Israeli and
U.S. income tax considerations applicable to the issuance or
exercise of such warrants;
• the
anti-dilution and adjustment of share
capital provisions of the warrants, if any;
• the
minimum or maximum amount of the warrants which may be exercised at
any one time;
• any
circumstances that will cause the warrants to be deemed to be
automatically exercised; and
• any
other material terms of the warrants.
Amendments and Supplements to
Warrant Agreement
We and the warrant agent may amend or supplement the warrant
agreement for a series of warrants without the consent of the
holders of the warrants issued thereunder to effect changes that
are not inconsistent with the provisions of the warrants and that
do not materially and adversely affect the interests of the holders
of the warrants.
The description in the applicable prospectus supplement of any
warrants we offer will not necessarily be complete and will be
qualified in its entirety by reference to the applicable warrant
agreement, which will be filed with the SEC if we offer warrants.
For more information on how you can obtain copies of the applicable
warrant agreement if we offer rights, see “Where You Can Find More
Information.”
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DESCRIPTION OF
RIGHTS
General
We may issue rights to purchase any of our securities or any
combination thereof. Rights may be issued independently or together
with any other offered security and may or may not be transferable
by the person purchasing or receiving the rights. The rights may be
issued independently or together with any other security offered
hereby and may or may not be transferable by the shareholder
receiving the subscription rights in such offering. In connection
with any rights offering to our shareholders, we may enter into a
standby underwriting arrangement with one or more underwriters
pursuant to which such underwriters will purchase any offered
securities remaining unsubscribed for after such rights offering.
We may also appoint a rights agent that may act solely as our agent
in connection with the rights that are sold. Any such agent will
not assume any obligation or relationship of agency or trust with
any of the holders of the rights. In connection with a rights
offering to our shareholders, we will distribute certificates
evidencing the rights and a prospectus supplement to our
shareholders on the record date that we set for receiving rights in
such rights offering.
The applicable prospectus supplement will describe the following
terms of rights in respect of which this prospectus is being
delivered:
• the
title of such rights;
• the
price, if any, for the subscription rights;
• the
securities for which such rights are exercisable;
• the
exercise price for such rights;
• the
number of such rights issued with respect to each ordinary
share;
• the
extent to which such rights are transferable;
• if
applicable, a discussion of the material Israeli and
U.S. income tax considerations applicable to the issuance or
exercise of such rights;
• the
date on which the right to exercise such rights shall commence, and
the date on which such rights shall expire (subject to any
extension);
• the
extent to which such rights include an over-subscription privilege with respect to
unsubscribed securities;
• if
applicable, the material terms of any standby underwriting or other
purchase arrangement, or any agency agreement, that we may enter
into in connection with the rights offering; and
• any
other terms of such rights, including terms, procedures and
limitations relating to the exchange and exercise of such
rights.
Exercise of Rights
Each right will entitle the holder of the right to purchase for
cash such securities or any combination thereof at such exercise
price as shall in each case be set forth in, or be determinable as
set forth in, the prospectus supplement relating to the rights
offered thereby. Rights may be exercised at any time up to the
close of business on the expiration date for such rights set forth
in the prospectus supplement. After the close of business on the
expiration date, all unexercised rights will become void.
Rights may be exercised as set forth in the prospectus supplement
relating to the rights offered thereby. Upon receipt of payment and
the rights certificate properly completed and duly executed at the
corporate trust office of the rights agent or any other office
indicated in the prospectus supplement, we will forward, as soon
as
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practicable, the securities purchasable upon such exercise. We may
determine to offer any unsubscribed offered securities directly to
persons other than shareholders, to or through agents, underwriters
or dealers or through a combination of such methods, including
pursuant to standby underwriting arrangements, as set forth in the
applicable prospectus supplement.
The description in the applicable prospectus supplement of any
rights we offer will not necessarily be complete and will be
qualified in its entirety by reference to the applicable rights
agreement, which will be filed with the SEC if we offer rights. For
more information on how you can obtain copies of the applicable
rights agreement if we offer rights, see “Where You Can Find More
Information.”
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DESCRIPTION OF
UNITS
We may issue units comprised of one or more of the other securities
that may be offered under this prospectus, in any combination. As
specified in the applicable prospectus supplement, we may issue
units consisting of our ordinary shares, rights, warrants or any
combination of such securities. Each unit will be issued so that
the holder of the unit is also the holder of each security included
in the unit. Thus, the holder of a unit will have the rights and
obligations of a holder of each included security. The unit
agreement under which a unit is issued may provide that the
securities included in the unit may not be held or transferred
separately at any time, or at any time before a specified date. The
applicable prospectus supplement will describe:
• the
terms of the units and of the ordinary shares, rights and/or
warrants comprising the units, including whether and under what
circumstances the securities comprising the units may be traded
separately;
• a
description of the terms of any unit agreement governing the units
or any arrangement with an agent that may act on our behalf in
connection with the unit offering;
• a
description of the provisions for the payment, settlement, transfer
or exchange of the units; and
• any
material provisions of the governing unit agreement that differ
from those described above.
The description in the applicable prospectus supplement of any
units we offer will not necessarily be complete and will be
qualified in its entirety by reference to the applicable units
agreement, which will be filed with the SEC if we offer units. For
more information on how you can obtain copies of the applicable
units agreement if we offer units, see “Where You Can Find More
Information.”
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PLAN OF
DISTRIBUTION
We may sell the securities in one or more of the following ways (or
in any combination) from time to time:
• through
underwriters or dealers;
• directly
to a limited number of purchasers or to a single purchaser;
• through
agents; or
• through
any other method permitted by applicable law and described in the
applicable prospectus supplement.
The distribution of our securities may be carried out, from time to
time, in one or more transactions, including:
• block
transactions and transactions on the Nasdaq Global Market or any
other organized market where the securities may be traded;
• purchases
by a broker-dealer as principal and
resale by the broker-dealer for its
own account pursuant to a prospectus supplement;
• ordinary
brokerage transactions and transactions in which a
broker-dealer solicits purchasers;
• sales
“at the market” to or through a market maker or into an existing
trading market, on an exchange or otherwise; or
• sales
in other ways not involving market makers or established trading
markets, including direct sales to purchasers.
A prospectus supplement or supplements (and any related free
writing prospectus that we may authorize to be provided to you)
will describe the terms of the offering of the securities,
including, to the extent applicable:
• the
name or names of any underwriters, dealers or agents;
• the
method of distribution;
• the
public offering price or purchase price and the proceeds to us from
that sale;
• the
expenses of the offering;
• any
discounts or commissions to be allowed or paid to the underwriters,
dealers or agents;
• all
other items constituting underwriting compensation and the
discounts and commissions to be allowed or paid to dealers, if any;
and
• any
other information regarding the distribution of the securities that
we believe to be material.
Underwriters may offer and sell the securities at a fixed price or
prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. We may, from time to time,
authorize agents acting on a best or reasonable efforts basis as
our agents to solicit or receive offers to purchase the securities
upon the terms and conditions as are set forth in the applicable
prospectus supplement. In connection with the sale of securities,
underwriters or agents may be deemed to have received compensation
from us in the form of underwriting discounts or commissions and
may also receive commissions from purchasers of securities for whom
they may act as agent. Underwriters may sell securities to or
through dealers, and dealers may receive compensation in the form
of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as
agent.
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Underwriters, dealers and agents who participate in the
distribution of securities and their controlling persons may be
entitled, under agreements that may be entered into with us to
indemnification by us against certain liabilities, including
liabilities under the Securities Act, or to contribution with
respect to payments that the underwriters, dealers or agents and
their controlling persons may be required to make in respect of
those liabilities.
We may also make direct sales through subscription rights
distributed to our existing shareholders on a pro rata basis, which
may or may not be transferable. In any distribution of subscription
rights to our shareholders, if all of the underlying securities are
not subscribed for, we may then sell the unsubscribed securities
directly to third parties or may engage the services of one or more
underwriters, dealers or agents, including standby underwriters, to
sell the unsubscribed securities to third parties.
Certain persons participating in an offering may engage in
over-allotment, stabilizing
transactions, short-covering
transactions and penalty bids in accordance with Regulation M
under the Exchange Act that stabilize, maintain or otherwise
affect the price of the offered securities. If any such activities
will occur, they will be described in the applicable prospectus
supplement.
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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 significant 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, 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;
• 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.
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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.
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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’
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.
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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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 and February 9,
2022; 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.
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 Boston,
MA 02116, Attn: Chief Financial Officer or by telephone
(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.
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Gamida Cell
Ltd.
Ordinary
Shares

|
|
PRELIMINARY
PROSPECTUS SUPPLEMENT
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|
|
Piper
Sandler
JMP
Securities
A
CITIZENS
COMPANY
September
,
2022