UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 3)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2024

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. ☐

Explanatory Note

On March 27, 2024, Gamida Cell Ltd. (the “Company”) filed a Current Report on Form 8-K (the “Form 8-K”) reporting, among other things, (i) the entry into a Restructuring Support Agreement with Gamida Cell Inc. and certain funds managed by Highbridge Capital Management LLC (the “Support Agreement”) and (ii) the Company’s filing of a voluntary proceeding for restructuring (the “Restructuring Proceeding”) in the District Court of Beersheba, Israel (the “District Court”) pursuant to Part 10 to the Israeli Restructuring and Financial Rehabilitation Law, 2018. The Form 8-K also described the anticipated terms and conditions of the Company’s debt arrangement (the “Debt Arrangement”) pursuant to the Support Agreement. The Form 8-K was subsequently amended on March 29, 2024 and April 5, 2024, and this Amendment No. 3 on Form 8-K/A is being filed by the Company in order to provide a further update regarding events related to the Restructuring Proceeding.

Item 8.01 Other Events.

On April 4, 2024, the District Court issued a decision regarding the timing for certain events in the Restructuring Proceeding, including the following: (i) April 17, 2024 is the deadline for the Company’s shareholders to file opinions of financial experts on the valuation of the Company with the District Court; (ii) April 18, 2024 is the deadline for the Company’s shareholders to file objections to the Debt Arrangement with the District Court; (iii) April 30, 2024 is the deadline for the Company’s creditors to file claims for debts with the District Court; and (iv) May 5, 2024 is the date of the next hearing on the Restructuring Proceeding in the District Court. An official English translation of the District Court’s decision is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Cautionary Note Regarding the Company’s Ordinary Shares

The Company cautions that trading in its ordinary shares during the pendency of the restructuring proceeding is highly speculative and poses substantial risks. Trading prices for the ordinary shares may bear little or no relationship to the actual recovery, if any, by holders of the ordinary shares in the Restructuring Proceeding. The Company expects that holders of the ordinary shares could experience a significant or complete loss on their investment, depending on the outcome of the Restructuring Proceeding.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.
99.1		English translation of April 4, 2024 Decision of the District Court of Beersheba, Israel
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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GAMIDA CELL LTD.

Dated: April 11, 2024	By:	/s/ Josh Patterson
		Josh Patterson
		General Counsel & Chief Compliance Officer

Gamida Cell Ltd. 8-K/A