Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
October 11 2023 - 7:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities and Exchange Act of 1934
Filed by the Registrant ☒ |
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
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Gamida
Cell Ltd. |
(Name
of Registrant as Specified in Its Charter) |
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(Name of Person(s) Filing
Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate
box): |
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b)
per Exchange Act Rules 14a-6(i)(1) and 0-11 |
On
October 11, 2023, Gamida Cell Ltd. (the “Company”) mailed to its shareholders of record as of the close of business on September
11, 2023 the following materials relating to the Company’s 2023 annual general meeting of shareholders (the “Annual Meeting”):
IMPORTANT
ANNUAL GENERAL MEETING
PLEASE
VOTE TODAY!
October
11, 2023
Dear
Fellow Shareholder,
With
approximately one week remaining to vote your proxy, if we have not yet received your voting instructions for the Annual General Meeting
of Shareholders of Gamida Cell Ltd. to be held on Thursday, October 19, 2023, please vote today. Your vote is extremely important,
no matter how many shares you hold.
For
the reasons set forth in the proxy statement, dated September 13, 2023, your Board recommends that you vote “FOR” all
director nominees in Proposal 1 and “FOR” Proposals 2, 3, 4, 5 and 6.
Under
Proposal 6, we are seeking approval of an increase in the number of our ordinary shares authorized for issuance in our share reserve.
In reaching its determination to approve this proposal, your Board, with advice from management and financial and legal advisers, considered
a number of factors, including the Company’s current financial condition, anticipated cash flow and liquidity needs, including
its outstanding debt obligations. After evaluating these factors, and based upon their knowledge of the Company’s business, financial
condition and prospects, potential financing alternatives (or lack thereof), and the views of the Company’s management, the Board
concluded that the potential increase in the Company’s authorized share capital is in the Company’s best interests and in
the best interests of its shareholders.
Please note, that both ISS and Glass Lewis, the largest and most influential proxy advisory
firms in the world, have both recommended that their clients vote “FOR” Proposal 6. |
Using
the control number provided on the enclosed proxy card, please vote via the internet at www.proxyvote.com as soon as possible
or alternatively, please sign, date, and return the enclose card.
We
continue to work on your behalf to create shareholder value and appreciate your support.
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Sincerely, |
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Shawn
Tomasello |
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Shawn
C. Tomasello
Chairwoman
of the Board of Directors |
Cautionary
Note Regarding Forward Looking Statements
This
letter contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any statement
describing Gamida Cell’s goals, expectations, financial or other projections, intentions or beliefs is a forward-looking statement
and should be considered an at-risk statement. Such statements are subject to a number of risks, uncertainties and assumptions including
those related to clinical, scientific, regulatory and technical developments and those inherent in the process of developing and commercializing
product candidates that are safe and effective for use as human therapeutics. In light of these risks and uncertainties, and other risks
and uncertainties that are described in the Risk Factors section and other sections of Gamida Cell’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission (SEC) on August 14, 2023, and other filings that Gamida Cell makes with the SEC from
time to time (which are available at www.sec.gov), the events and circumstances discussed in such forward-looking statements may not
occur, and Gamida Cell’s actual results could differ materially and adversely from those anticipated or implied thereby. Although
Gamida Cell’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on
facts and factors currently known by Gamida Cell. As a result, you are cautioned not to rely on these forward-looking statements.
Additional
Information and Where to Find It
On
September 13, 2023, the Company filed the definitive proxy statement (the “Proxy Statement”) with the Securities and
Exchange Commission (the “SEC”) in connection with its solicitation of proxies for its Annual Meeting. BEFORE MAKING
ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Proxy Statement (including
any amendments or supplements thereto) and other documents filed or that will be filed with the SEC through the web site maintained by
the SEC at www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge from the Company’s website
at www.athersys.com or by written request to the Company at 116 Huntington Avenue, 7th Floor, Boston, Massachusetts 02116, Attention:
Josh Patterson, General Counsel & Chief Compliance Officer, or by e-mail to legalnotices@gamida-cell.com.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants
in the Solicitation
The
Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the
Company’s stockholders in connection with the Annual Meeting. For information regarding the Company’s directors and executive
officers, please see the Proxy Statement, the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023, the Company’s
subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by the Company from time to time the SEC. Additional
information regarding the interests of those participants and other persons who may be deemed participants may be obtained by reading
the definitive Proxy Statement and other relevant documents filed with the SEC. Free copies of these documents may be obtained free of
charge from the Company’s website at www.gamida-cell.com or by written request to the Company at 116 Huntington Avenue, 7th Floor,
Boston, Massachusetts 02116, Attention: Josh Patterson, General Counsel & Chief Compliance Officer, or by e-mail to legalnotices@gamida-cell.com.
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