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2022-12-12 2022-12-12 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
December 12, 2022
Gamida Cell Ltd.
(Exact
name of registrant as specified in its Charter)
Israel |
|
001-38716 |
|
Not
Applicable |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
116 Huntington Avenue, 7th Floor
Boston,
MA
|
|
02116 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(617)
892-9080
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered |
Ordinary Shares, NIS 0.01 par value |
|
GMDA |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company
☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry
into a Material Definitive Agreement.
Loan
Agreement and First Lien Secured Note
On
December 12, 2022, Gamida Cell Ltd. (the “Company”), as guarantor,
and, its wholly owned subsidiary, Gamida Cell Inc., as borrower
(the “Borrower”), entered into a Loan and Security Agreement (the
“Loan Agreement”) with certain funds managed by Highbridge Capital
Management, LLC (collectively, “Highbridge”), as the lenders
(together with the other lenders from time to time party thereto,
the “Lenders”), and Wilmington Savings Fund Society, FSB, as
collateral agent and administrative agent. Pursuant to the Loan
Agreement, the Borrower borrowed an aggregated principal amount of
$25.0 million through the issuance and sale of a First Lien Secured
Note (the “Note”). The Company expects to use the proceeds of the
Note for: (i) commercial readiness activities to support potential
launch of omidubicel, if approved; (ii) the continued clinical
development of the Company’s NK product candidates, including
GDA-201; and (iii) general corporate purposes, including general
and administrative expenses and working capital. The Note was
issued with an original issue discount of 3.00%.
The
Note is exchangeable, at the option of the Lenders, into the
Company’s ordinary shares (the “Ordinary Shares”) at an exchange
rate of 0.52356 Ordinary Shares per $1.00 principal amount,
together with a make-whole premium equal to all accrued and unpaid
and remaining coupons due through the Maturity Date (the “Make
Whole Amount”). The exchange rate is subject to adjustment in the
event of Ordinary Share dividends, reclassifications and certain
other fundamental transactions affecting the Ordinary
Shares.
The
Company has fully and unconditionally guaranteed the obligations of
the Borrower under the Loan Agreement and the Note. The obligations
under the Loan Agreement and the Note are secured by substantially
all assets of the Company and its subsidiaries.
The
Loan Agreement and the Notes will mature on December 12, 2024 (the
“Maturity Date”), unless earlier repurchased, redeemed or exchanged
in accordance with the terms, and bear interest at the annual rate
of 7.50%, payable on a quarterly basis, with the interest rate
increasing to 12.00% at any time upon any event of default under
the Loan Agreement or certain failures to register the resale of
the Ordinary Shares issuable pursuant to the Note.
Commencing
four months after the closing date for the Loan Agreement, the
Company shall make monthly installment payments in an amount equal
to (a) a ratable amount of the outstanding principal amount of the
Loan Agreement divided by the remaining months to Maturity Date
plus (b) accrued and unpaid interest on such amount. Such
installment payments will also include a 5% prepayment premium on
the principal being repaid (the “Repayment Premium”).
Subject
to certain conditions, the Note will be immediately callable by the
Company at any time at a redemption price equal to (a) 100% of the
principal amount of the Loan Agreement to be redeemed, plus (b) the
Make Whole Amount, and plus (c) the Repayment Premium.
To
the extent that certain conditions are satisfied under the Note
(including the effectiveness of a resale registration statement),
principal amortization payments, interest, the Make-Whole Amount
and the Repayment Premium payable in respect of principal
amortization payments may be paid in Ordinary Shares which will be
valued at 95% of the volume weighted average price over the ten
preceding trading days (the “VWAP Price”).
Upon
satisfying certain conditions, the Borrower may elect to exchange
the outstanding principal amount of the Notes into Ordinary Shares
at the exchange ratio, together with the Make-Whole Amount
applicable to the principal being exchanged. This exchange option
shall not exceed $5,000,000 at any one time, and the aggregate
principal amount of Notes exchanged shall not exceed $10,000,000
within any one-month period, and there must be at least 15 trading
days between each exchange option. If the Borrower or the Lenders
elect to exchange any of the Notes, the amount exchanged will be
equal to the principal and unpaid accrued interest plus the
Prepayment Premium and the Make Whole Amount.
The
Loan Agreement contains customary representations and warranties
and covenants, including a $20.0 million minimum liquidity covenant
and certain negative covenants restricting dispositions, changes in
business and business locations, mergers and acquisitions,
indebtedness, issuances of preferred stock, liens, collateral
accounts, restricted payments, transactions with affiliates,
compliance with laws, and issuances of capital stock. Most of these
restrictions are subject to certain minimum thresholds and
exceptions. Certain of the negative covenants will terminate when
less than $5.0 million of principal amount is outstanding under the
Loan Agreement.
The
Loan Agreement also contains customary events of default, after
which the obligations under the Loan Agreement and the Note may be
due and payable immediately, including, without limitation, payment
defaults, material inaccuracy of representations and warranties,
covenant defaults, material adverse changes, bankruptcy and
insolvency proceedings, cross-defaults to certain other agreements,
judgments against us, change of control, termination of any
guaranty, governmental approvals, and lien priority.
Registration
Rights Agreement
In
connection with the Note, the Company entered into a registration
rights agreement (the “Registration Rights Agreement”), pursuant to
which the Company has agreed to register the resale of the Ordinary
Shares issuable in accordance with the terms of the
Note.
The
Company will use commercially reasonable efforts to keep such
registration statement continuously effective until all of the
registrable securities covered by such registration statement have
been sold by the Holders (as defined in the Registration Rights
Agreement). Subject to certain conditions, the Company will be
obligated to pay certain damages to each Holder if the Company
fails to file the registration statement when required, fails to
cause the registration statement to be declared effective by the
SEC when required, or if the Company fails to maintain the
effectiveness of the registration statement. In addition, the
Company will be obligated to pay additional interest on the Notes
and the Ordinary Shares issued upon exchange of the Notes if the
resale registration statement is not timely filed or made effective
or if the resale registration statement is unavailable for periods
in excess of those permitted. Such additional interest will accrue
until the date prior to the day the default is cured at a rate per
year equal to an annual rate of 4.50% of the aggregate principal
amount of such Notes outstanding (or the principal amount of such
Notes exchanged into Ordinary Shares).
The
foregoing descriptions in this Current Report on Form 8-K of the
material terms of the Loan Agreement, the Note and the Registration
Rights Agreement do not purport to be complete descriptions of the
rights and obligations of the parties thereunder and are qualified
in their entirety by the Loan Agreement, Note, and Registration
Rights Agreement, copies of which are attached hereto as Exhibit
10.1, Exhibit 10.2 and Exhibit 10.3, respectively and incorporated
by reference herein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a
Registrant.
The
information in Item 1.01 above is incorporated into this Item
2.03.
Item
3.02. Unregistered Sales of Equity Securities.
The
information in Item 1.01 above is incorporated by reference into
this Item 3.02.
The
offering of the Notes has not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), and the Borrower
offered and sold the Note to Highbridge in reliance on the
exemption from registration provided by Section 4(a)(2) of the
Securities Act. To the extent that any Ordinary Shares of the
Company are issued upon exchange of the Note, they will be issued
in transactions anticipated to be exempt from registration under
the Securities Act by virtue of Section 3(a)(9) of the Securities
Act.
Neither
the Notes nor any Ordinary Shares issuable upon exchange or in
respect thereof have been registered under the Securities Act or
may be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.
Item
8.01. Other Events.
On
December 12, 2022, the Company issued a press release announcing
the closing of the Loan Agreement, 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.
Exhibit No. |
|
|
|
|
|
10.1 |
|
Loan and Security Agreement, dated December 12, 2022 by and among
Gamida Cell Ltd., Gamida Cell Inc., Wilmington Savings Fund
Society, FSB, as collateral agent and administrative Agent,
Highbridge Tactical Credit Master Fund, L.P. and the other lenders
listed on Schedule 1.1 thereto |
10.2 |
|
Form
of 7.5% First Lien Secured Note due 2024 |
10.3 |
|
Registration Rights Agreement, dated December 12, 2022 by and among
Gamida Cell Ltd., Gamida Cell Inc., and the entities listed on the
signature pages thereto |
99.1 |
|
Press
Release, dated December 12, 2022: Gamida Cell Announces Closing of
$25 Million Financing with Highbridge. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline
XBRL document) |
SIGNATURES
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.
|
GAMIDA
CELL LTD. |
|
|
|
December
12, 2022 |
By: |
/s/
Josh Patterson |
|
|
Josh
Patterson |
|
|
General
Counsel |
4
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