As filed with the Securities and Exchange Commission on June 26, 2019.

Registration No. 333-      

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Gamida Cell Ltd.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

State of Israel
2834
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

5 Nahum Heftsadie Street
Givaat Shaul, Jerusalem 91340 Israel
Tel: +972 (2) 659-5666
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Gamida Cell Inc.
673 Boylston Street
Boston, MA 02116
Telephone: (617) 892-9080
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Divakar Gupta
Daniel I. Goldberg
Joshua A. Kaufman
Cooley LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 479-6000
Facsimile: (212) 479-6275
Haim Gueta
Shachar Hadar
Meitar Liquornik Geva Leshem Tal
16 Abba Hillel Road
Ramat Gan 5250608, Israel
Telephone: +972 (3) 610-3100
Facsimile: +972 (3) 610-3111
Michael Kaplan
Derek Dostal
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (No. 333-232302)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
To Be Registered
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Ordinary Shares, par value NIS 0.01 per share
$
5,520,000
(1)
$
669.03
(2)

(1)Based on the public offering price. The registrant previously registered securities at an aggregate offering price not to exceed $34,730,000 on a Registration Statement on Form F-1 (File No. 333-232302), which was declared effective on June 26, 2019. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $5,520,000 is hereby registered, which includes shares issuable upon exercise of the underwriters’ option to purchase additional shares and does not include the securities that the Registrant previously registered on the Registration Statement on Form F-1 (File No. 333-232302).
(2)Pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the maximum aggregate offering price and the number of securities being registered has been omitted.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement (this “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of ordinary shares, par value NIS 0.01 per share, of the Registrant contemplated by the Registration Statement on Form F-1 (File No. 333-232302), initially filed with the Commission by the Registrant on June 24, 2019 (as amended, the “Prior Registration Statement”), and is being filed for the sole purpose of registering an increase in the maximum aggregate offering price of $5,520,000 of securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement, which was declared effective by the Commission on June 26, 2019, and all exhibits thereto are hereby incorporated by reference into this Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

Exhibit Index

Exhibit
Number
Description of Exhibit
Opinion of Meitar Liquornik Geva Leshem Tal, Israeli counsel to the Registrant, as to the validity of the ordinary shares
Consent of KOST, FORER, GABBAY & KASIERER, a Member of Ernst & Young Global, Independent Registered Accounting Firm
Consent of Meitar Liquornik Geva Leshem Tal (included in Exhibit 5.1)
24.1(1)
Power of Attorney
(1)Previously filed on the signature page to the Registrant’s Registration Statement on Form F-1 (File No. 333-232302), filed with the Securities and Exchange Commission on June 24, 2019 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jerusalem, Israel on this 26th day of June, 2019.

 
GAMIDA CELL LTD.
   
 
 
By:
/s/ Julian Adams
 
 
Julian Adams, Ph.D.
 
 
Director and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE
TITLE
DATE
 
 
 
/s/ Julian Adams
Director and Chief Executive Officer (Principal Executive Officer)
June 26, 2019
Julian Adams, Ph.D.
 
 
 
 
/s/ Shai Lankry
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
June 26, 2019
Shai Lankry
 
 
 
 
*
Chairman
June 26, 2019
Robert I. Blum
 
 
 
 
*
Director
June 26, 2019
Ofer Gonen
 
 
 
 
*
Director
June 26, 2019
Kenneth I. Moch
 
 
 
 
*
Director
June 26, 2019
Michael S. Perry
 
 
 
 
*
Director
June 26, 2019
Nurit Benjamini
 
 
 
 
*
Director
June 26, 2019
Shawn C. Tomasello
 
 
 
 
*
Director
June 26, 2019
Stephen T. Wills
 
By:
/s/ Julian Adams
 
 
 
Julian Adams
 
 
 
Attorney-in-fact
 
 

Gamida Cell Inc.

By:
/s/ Julian Adams
AUTHORIZED U.S. REPRESENTATIVE
June 26, 2019
 
Julian Adams, Ph.D.
 
 
 
Director and Chief Executive Officer
 
 


Exhibit 5.1



 
 
  
June 26, 2019

Gamida Cell Ltd.
5 Nahum Heftsadie Street, Givaat Shaul
Jerusalem 91340
Israel

Re: Gamida Cell Ltd.

Ladies and Gentlemen:

We have acted as Israeli counsel for Gamida Cell Ltd., an Israeli company (the “Company”), in connection with the filing by the Company of a registration statement on Form F-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) the issuance and sale by the Company of an additional 2,960,000 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), of the Company (the “Offering Additional Shares”), and (ii) the potential issuance and sale by the Company of up to an additional 444,000 Ordinary Shares (the “Additional Shares” and, collectively with the Offering Additional Shares, Shares”), that are subject to an option to purchase additional shares proposed to be granted by the Company to the underwriters of the Offering (as defined below). The Registration Statement incorporates by reference the registration statement on Form F-1 (File No. 333-232302), which was declared effective on June 26, 2019 (the “Prior Registration Statement”) in connection with the underwritten public offering by the Company (the “Offering”).

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the form of the Prior Registration Statement and the Registration Statement to which this opinion is attached as an exhibit; (ii) a copy of the articles of association of the Company, as currently in effect; (iii) resolutions of the board of directors (the “Board”) of the Company which have heretofore been approved and relate to the Prior Registration Statement, the Registration Statement and other actions to be taken in connection with the Offering; and (iv) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents.  As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon and subject to the foregoing, we are of the opinion that upon payment to the Company of the consideration per Share in such amount and form as shall be determined by the Board or an authorized committee thereof, the Shares, when issued and sold in the Offering as described in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.


Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction.  This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
 
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” and “Enforceability of Civil Liabilities” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date of the Prospectus that may alter, affect or modify the opinions expressed herein.


 
Very truly yours,
   
 
/s/ Meitar Liquornik Geva Leshem Tal
   
 
Meitar Liquornik Geva Leshem Tal

-2-

Exhibit 23.1



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 25, 2019 in the Registration Statement on Form F-1, as amended (No. 333-232302).

 
 
 
Tel-Aviv, Israel
/s/ KOST FORER GABAY & KASIERER
KOST FORER GABBAY & KASIERER
June 26, 2019
A Member of Ernst & Young Global