UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.)*
Gamida
Cell Ltd.
(Name
of Issuer)
Ordinary
Shares, par value NIS 0.01 per share
(Title
of Class of Securities)
M47364100
(CUSIP
Number)
Jeremy
Blank
c/o
Community US Fund Management, Inc.
6446
Drexel Avenue
Los
Angeles, CA 90048
[(310)
430-4795][(646)-734-8057]
With
a copy to:
Scott
Moss, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York, 10022
212-262-6700
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
11, 2023
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
2 of 10 |
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Community
US Fund Management, Inc. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☒ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
6,169,471* |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
6,169,471* |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,169,471* |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% |
14 |
TYPE
OF REPORTING PERSON
IA |
*
Includes (i) 5,169,471 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), and (ii) warrants to purchase
Ordinary Shares exercisable for 1,000,000 Ordinary Shares (“Warrants”) which are exercisable within 60 days of the
filing date of this report. The Warrants contain a provision prohibiting exercise to the extent that the holder, together with its affiliates,
would beneficially own in excess of 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to such exercise.
The
calculation of the percentage of outstanding shares is based on 121,523,280 Ordinary Shares outstanding as of August 11, 2023, as disclosed
in the Issuer’s Form 10-Q filed August 14, 2023.
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
3 of 10 |
1 |
NAMES
OF REPORTING PERSONS
Community
Master Fund, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☒ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
6,169,471* |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
6,169,471* |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,169,471* |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% |
14 |
TYPE
OF REPORTING PERSON
PN |
*
Includes (i) 5,169,471 Ordinary Shares, and (ii) Warrants exercisable for 1,000,000 Ordinary Shares. The Warrants contain a provision
prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number
of Ordinary Shares outstanding immediately after giving effect to such exercise.
The
calculation of the percentage of outstanding shares is based on 121,523,280 Ordinary Shares outstanding as of August 11, 2023, as disclosed
in the Issuer’s Form 10-Q filed August 14, 2023.
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
4 of 10 |
1 |
NAMES
OF REPORTING PERSONS
Jeremy
Blank |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☒ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
6,169,471* |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
6,169,471* |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,169,471* |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% |
14 |
TYPE
OF REPORTING PERSON
HC,
IN |
*
Includes (i) 5,169,471 Ordinary Shares, and (ii) Warrants exercisable for 1,000,000 Ordinary Shares. The Warrants contain a provision
prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number
of Ordinary Shares outstanding immediately after giving effect to such exercise. The ownership figures reported herein exclude (i) options
exercisable for 19,000 Ordinary Shares (“Options”) and (ii) restricted share unit awards exercisable for 4,000 Ordinary
Shares (“RSU”). Both the Options and the RSUs were issued to Mr. Blank as compensation upon his appointment to the
Issuer’s board of directors. Neither the Options nor the RSUs are exercisable within 60 days of the filing date of this report.
The
calculation of the percentage of outstanding shares is based on 121,523,280 Ordinary Shares outstanding as of August 11, 2023, as disclosed
in the Issuer’s Form 10-Q filed August 14, 2023.
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
5 of 10 |
Item
1. |
SECURITY
AND ISSUER |
This
statement on Schedule 13D (the “Schedule 13D”) relates to the Ordinary Shares, par value NIS 0.01 per share (the “Ordinary
Shares”), of Gamida Cell Ltd., an Israel limited liability company (the “Issuer”). The Issuer’s principal
executive offices are located at 116 Huntington Avenue, 7th Floor, Boston, MA 02116.
Item
2. |
IDENTITY
AND BACKGROUND |
(a)
This Schedule 13D is filed by: (i) Community US Fund Management, Inc., a Delaware corporation registered as an investment adviser with
the U.S. Securities and Exchange Commission (the “Firm”); (ii) Community Master Fund, LP, a Cayman Islands exempted
limited partnership (the “Master Fund”); and (iii) Jeremy Blank (“Mr. Blank”).
Each
of the foregoing is referred to as a “Reporting Person” and collectively as, the “Reporting Persons.”
Accordingly, the Reporting Persons are hereby filing this joint Schedule 13D.
This
Schedule 13D relates to the Ordinary Shares held for the account of the Master Fund. The Firm serves as investment manager to the Master
Fund. Jeremy Blank is the principal of the Firm and exercises investment discretion with respect to the Ordinary Shares held for the
account of the Master Fund. Each of the Firm and Mr. Blank may be deemed to have voting and dispositive power over the Ordinary Shares
held for the account of the Master Fund. The filing of this Schedule 13D shall not be deemed an admission that any Reporting Person is
the beneficial owner of the securities reported herein for purposes of Section 13(d) of the Securities Act of 1934, as amended, or otherwise.
(b)
The address of the business office of each of the Firm and Mr. Blank is 6446 Drexel Avenue, Los Angeles, CA 90048. The Master Fund’s
registered office is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
(c)
The principal business of the Firm is serving as the investment manager of certain private investment funds and special purpose vehicles,
including the Master Fund. The principal business of Mr. Blank is serving as Chief Executive Officer and Principal of the Firm and portfolio
manager to the Master Fund. The principal business of the Master Fund is to invest in U.S. and international related stressed bonds,
secured loans, public and private equity and other assets.
(d)
- (e) During the last five years, no Reporting Person has been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
The Firm is a Delaware corporation. The Master Fund is a Cayman Islands exempted limited partnership. Mr. Blank is a citizen of the United
States of America.
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
6 of 10 |
Item
3. |
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The
Reporting Persons used approximately $8,817,066 (including brokerage commissions) in the aggregate to purchase the Ordinary Shares for
the account of the Master Fund (including brokerage commissions). The source of the funds used by the Master Fund to acquire the Ordinary
Shares reported herein are subscription proceeds available to the Master Fund.
Item
4. |
PURPOSE
OF THE TRANSACTION |
On
August 11, 2023, Mr. Blank was appointed to the Issuer’s board of directors (the “Board”). In addition, Mr.
Blank, in his capacity as a director, may be entitled to receive cash compensation and equity compensation, including stock option or
other equity awards, pursuant to the Issuer’s incentive award plan.
The
Reporting Persons acquired the securities reported herein for investment in the ordinary course of business because of their belief that
the Issuer represents an attractive investment based on the Issuer’s business prospects and strategy. The Reporting Persons reserve
the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities
at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable
in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.
The
Reporting Persons and their representatives have, from time to time, engaged in, and expect to continue to engage in, discussions with
members of management and the Board, other current or prospective shareholders, industry analysts, existing or potential strategic partners
or competitors, investment and financing professionals, sources of credit and other third parties regarding a variety of matters relating
to the Issuer, which may include, among other things, the Issuer’s business, management, capital structure and allocation, corporate
governance and structure, composition of the Board and strategic alternatives and direction, and may take other steps seeking to bring
about changes to increase shareholder value as well as pursue other plans or proposals that relate to or could result in any of the matters
set forth in clauses (a)-(j) of Item 4 of Schedule 13D.
The
Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without
limitation, the outcome of any discussions referenced above, the Issuer’s financial position, results and strategic direction,
actions taken by the Issuer’s management and the Board, price levels of the Ordinary Shares, other investment opportunities available
to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons reserve
the right in the future to take such actions with respect to their investment in the Issuer as they deem appropriate, including, without
limitation, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; proposing changes in
the Issuer’s operations, governance or capitalization; acquiring additional Ordinary Shares and/or other equity, debt, notes, instruments
or other securities of the Issuer or rights convertible into or exchangeable or exercisable for Ordinary Shares or such other equity,
debt, notes, instruments or other securities of the Issuer (collectively, “Securities”) or disposing of some or all
of the Securities beneficially owned by them, in public market or privately negotiated transactions; entering into financial instruments
or other agreements that increase or decrease the Reporting Persons’ economic exposure with respect to their investment in the
Issuer; and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
7 of 10 |
Item
5. |
INTEREST
IN SECURITIES OF THE ISSUER |
(a)
- (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein
by reference. All percentages set forth herein are based upon a total of 121,523,280 Ordinary Shares outstanding as of August 11, 2023,
as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023.
As
of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 6,169,471 Ordinary Shares, which includes (i)
5,169,471 Ordinary Shares, and (ii) Warrants exercisable for 1,000,000 Ordinary Shares. The Warrants contain a provision prohibiting
exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of Ordinary
Shares outstanding immediately after giving effect to such exercise. The securities reported herein are held for the account of the Master
Fund. The Firm and Mr. Blank have investment discretion over the Master Fund and therefore may be deemed to beneficially own the securities
held for the account of the Master Fund. Thus, as of the filing date, the Reporting Persons may be deemed to beneficially own an aggregate
6,169,471 Ordinary Shares which represent approximately 5.0% of the currently outstanding Ordinary Shares.
The
beneficial ownership reported herein for Mr. Blank excludes (i) Options exercisable for 19,000 Ordinary Shares and (ii) RSUs exercisable
for 4,000 Ordinary Shares. Both the Options and the RSUs were issued to Mr. Blank as compensation upon his appointment to the Board.
Neither the Options nor the RSUs are exercisable within 60 days of the filing date of this report
(c)
Information concerning transactions in the Ordinary Shares effected by the Reporting Persons during the past sixty days is set forth
in Schedule 1 hereto and is incorporated herein by reference.
(d)
Except as set forth in this Item 5 and for persons referred to in Item 2, no person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares covered by this Schedule 13D that may
be deemed to be beneficially owned by the Reporting Persons.
(e)
Not applicable.
Item
6. |
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
On
August 11, 2023, the Issuer entered into a cooperation agreement (the “Cooperation Agreement”) with the Fund and Mr.
Blank. Pursuant to the Cooperation Agreement, the Issuer agreed to increase the size of its Board from six to seven and to appoint Mr.
Blank as a Class II director to fill the vacancy created by such expansion, effective as of August 11, 2023. Mr. Blank’s term runs
through the Issuer’s 2023 annual general meeting of shareholders. The Board also agreed to nominate Mr. Blank for election as a
Class II director at the Issuer’s 2023 annual general meeting of shareholders. Pursuant to the Cooperation Agreement, each of the
Fund and Mr. Blank also agreed to abide by certain standstill restrictions and voting commitments. The Cooperation Agreement also includes
customary representations and warranties.
The
Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy
of such agreement is attached as Exhibit A to this Schedule 13D and is incorporated by reference herein. Other than the joint
filing agreement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting
Persons and any other person with respect to Ordinary Shares of the Issuer.
Item
7. |
MATERIAL
TO BE FILED AS EXHIBITS |
Exhibit
A - Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act
Schedule
1 - Transactions of the Reporting Persons Effected During the Past 60 Days
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
8 of 10 |
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information set forth in this
statement is true, complete and correct.
Dated:
August 21, 2023
COMMUNITY
US FUND MANAGEMENT, INC. |
|
|
|
By: |
/s/
Jeremy Blank |
|
Name: |
Jeremy
Blank |
|
Title: |
Authorized
Signatory |
|
|
|
COMMUNITY
MASTER FUND, LP |
|
|
|
|
By: |
/s/
Jeremy Blank |
|
Name: |
Jeremy
Blank |
|
Title: |
Authorized
Signatory |
|
|
|
|
|
/s/
Jeremy Blank |
|
Name: |
Jeremy
Blank |
|
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
9 of 10 |
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13D with respect to the Ordinary Shares of Gamida Cell Ltd. dated August 21,
2023 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant
to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
Dated:
August 21, 2023
COMMUNITY
US FUND MANAGEMENT, INC. |
|
|
|
By: |
/s
Jeremy Blank |
|
Name: |
Jeremy
Blank |
|
Title: |
Authorized
Signatory |
|
|
|
COMMUNITY
MASTER FUND, LP |
|
|
|
|
By: |
/s/
Jeremy Blank |
|
Name: |
Jeremy
Blank |
|
Title: |
Authorized
Signatory |
|
|
|
|
|
/s/
Jeremy Blank |
|
Name: |
Jeremy
Blank |
|
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
10 of 10 |
SCHEDULE
1
Transactions
of the Reporting Persons Effected
During
the Past 60 Days
The
following table sets forth all transactions in the Common Stock effected by each of the Reporting Persons in the past sixty days:
Reporting
Person |
|
Buy/Sell |
|
Date
of Transaction |
|
Number
of Shares |
|
Price
per Share $ |
|
Where
/ How Effected |
Community
Master Fund, LP |
|
Buy |
|
7/13/2023 |
|
50,000 |
|
$1.5556
(1)(3) |
|
Open
Market |
Community
Master Fund, LP |
|
Buy |
|
7/14/2023 |
|
75,000 |
|
$1.4919
(2)(3) |
|
Open
Market |
(1) |
Represents
a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $1.52 to $1.58, inclusive. |
|
|
(2) |
Represents
a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $1.475 to $1.51, inclusive. |
|
|
(3) |
The
Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding
the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (2) above. |
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