Washington, D.C. 20549


Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of July 2019
Commission File Number 001-38716

(Translation of registrant’s name into English)

5 Nahum Heftsadie Street
Givaat Shaul, Jerusalem 91340 Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

On July 8, 2019, Gamida Cell Ltd. (the “Company”) issued a press release, a copy of which is furnished as Exhibit 99.1 to this Form 6-K, announcing the full exercise and closing on the date hereof of the underwriters’ option to purchase additional shares in a follow-on offering of ordinary shares by the Company that closed on July 1, 2019 (the “Offering). In connection with the Offering, the Company reported that, in its ongoing Phase 1/2 clinical trial of omidubicel in patients with severe aplastic anemia, it had initiated a second cohort of patients to be treated with omidubicel as a stand-alone graft during the first half of 2019 following the successful stem cell transplantation of the first cohort of three patients consisting of omidubicel plus a haploidentical stem cell graft.
Press Release, dated July 8, 2019, Gamida Cell Announces Full Exercise of Underwriters’ Option to Purchase Additional Shares

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, thereunto duly authorized.

July 8, 2019
/s/ Shai Lankry
Shai Lankry
Chief Financial Officer

Exhibit 99.1

Gamida Cell Announces Full Exercise of Underwriters’ Option to Purchase Additional Shares

BOSTON, Mass., July 8, 2019Gamida Cell Ltd. (Nasdaq: GMDA), a leading cellular and immune therapeutics company, today announced that the underwriters of its recently closed underwritten public offering of 7,000,000 ordinary shares have exercised in full their option to purchase an additional 1,050,000 ordinary shares at the public offering price of $5.00 per share. The exercise of the underwriters’ option closed on July 8, 2019. The aggregate gross proceeds to Gamida Cell from the offering, including the shares sold pursuant to the underwriters’ option, before deducting underwriting discounts and commission and estimated offering expenses, were $40.25 million.
RBC Capital Markets and JMP Securities acted as joint book-running managers for this offering. Oppenheimer & Co. and Needham & Company acted as co-lead managers for this offering.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission, or the SEC, and was declared effective by the SEC on June 26, 2019. This offering was made only by means of a prospectus, copies of which may be obtained by contacting RBC Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Equity Syndicate Department, Telephone: (877) 822-4089, Email: equityprospectus@rbccm.com or JMP Securities LLC, 600 Montgomery Street, 10th Floor, San Francisco, California 94111, Attention: Prospectus Department, Telephone: (415) 835-8985, Email: syndicate@jmpsecurities.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Gamida Cell
Gamida Cell is a clinical-stage biopharmaceutical company committed to developing advanced cell therapies with the potential to cure blood cancers and rare, serious hematologic diseases. We are leveraging our proprietary nicotinamide-based, or NAM-based, cell expansion technology to develop product candidates designed to address the limitations of cell therapies.

Investor Contact:
Jaren Irene Madden

Media Inquiries:
Krystle Gibbs