Current Report Filing (8-k)
January 19 2023 - 04:44PM
Edgar (US Regulatory)
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2023-01-19 2023-01-19 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):
January 19, 2023
Gamida Cell Ltd.
(Exact name of registrant as
specified in its Charter)
Israel |
|
001-38716 |
|
Not
Applicable |
(State or other
jurisdiction of incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.)
|
116 Huntington Avenue, 7th
Floor
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 8.01 Other
Events.
As previously reported in
its Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2022, Gamida Cell Ltd. (the “Company”) was
previously engaged in discussions with Lonza Netherlands B.V.
(“Lonza”) to terminate that certain Manufacturing Services
Agreement, dated as of June 10, 2019 (the “Manufacturing
Agreement”), with Lonza for the manufacture of omidubicel.
On December 29, 2022, the Company entered into
a settlement agreement (the “Settlement Agreement”)
with Lonza pursuant to which the Company agreed to pay an aggregate
amount of €8,000,000 to Lonza in a series of installments, with the
first installment of €1,500,000 paid prior to December 31, 2022 and
the final installment payment to be paid no later than September
30, 2024. In connection with these payments, Lonza and the Company
agreed to terminate the Manufacturing Agreement and to a mutual
release of any claims arising out of the Manufacturing
Agreement.
Item 9.01 Financial Statements and
Exhibits.
Exhibit No.
|
|
Description
|
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. |
|
|
|
January
19, 2023 |
By: |
/s/
Josh Patterson |
|
|
Josh
Patterson |
|
|
General
Counsel |
2
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