Current Report Filing (8-k)
0001600847 false 00-0000000 0001600847
2022-09-27 2022-09-27 iso4217:USD xbrli:shares iso4217:USD
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 27, 2022
Gamida Cell Ltd.
(Exact name of registrant as specified in its Charter)
|(State or other jurisdiction
116 Huntington Avenue
of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
Ordinary Shares, NIS 0.01 par value
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
On September 27, 2022, Gamida Cell, Ltd. (the “Company”) entered
into an underwriting agreement (the “Underwriting Agreement”) with
Piper Sandler & Co., as representative of the several
underwriters named therein (the “Underwriters”), pursuant to which
the Company issued and sold, in an underwritten public offering, an
aggregate of 12,905,000 of its ordinary shares (the “Shares”) at a
public offering price of $1.55 per share. In addition, pursuant to
the Underwriting Agreement, the Company granted the Underwriters an
option, exercisable for 30 days, to purchase up to an additional
1,935,750 of the Company’s ordinary shares. The net proceeds to the
Company from the offering were approximately $18.1 million, after
deducting underwriting discounts and commissions and other
estimated offering expenses payable by the Company. The Company
currently intends to use the net proceeds of the offering, together
with its existing cash and cash equivalents and trading financial
assets: to fund (i) commercial readiness activities to support
potential launch of omidubicel, if approved; (ii) the continued
clinical development of its NK product candidates, including
GDA-201; and (iii) general corporate purposes, including general
and administrative expenses and working capital.
Piper Sandler & Co. and JMP Securities LLC acted as joint
book-running managers for the offering. In connection with the
services of Piper Sandler & Co. and JMP Securities LLC, they
received, in aggregate, an underwriting discount equal to 6% of the
gross proceeds of the offering. The Company also agreed to pay: (i)
Piper Sandler & Co. an expense allowance of up to $175,000 for
fees and expenses of legal counsel and other expenses; and (ii) 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.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination
provisions. The representations, warranties, and covenants
contained in the Underwriting Agreement were made only for purposes
of such agreement and as of specific dates, were solely for the
benefit of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties.
Under the terms of the Underwriting Agreement, the Shares were
offered pursuant to a registration statement on Form S-3 (File No.
333-259472), which was filed with the Securities and Exchange
Commission on March 25, 2022 and was declared effective on April 1,
2022. A copy of the Underwriting Agreement is filed as Exhibit 1.1
to this current report on Form 8-K, and the foregoing description
of the terms of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to such
exhibit. A copy of the opinion of Meitar | Law Offices relating to
the legality of the issuance and sale of the Shares in the offering
is attached as Exhibit 5.1 to this current report on Form 8-K.
Item 8.01. Other Events.
On September 28, 2022, the Company issued a press release
announcing the pricing of the public offering, a copy of which is
furnished as Exhibit 99.1 to this current report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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