Gamida Cell Ltd.
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(Name of Issuer)
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Ordinary Shares, NIS 0.01 par value
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(Title of Class of Securities)
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002120202
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(CUSIP Number)
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April 19, 20231
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(Date of Event Which Requires Filing of this Statement)
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☒ |
Rule 13d-1(b)
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☒ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
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Stonepine Capital Management, LLC |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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4,743,162
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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4,743,162
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,743,162
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.4%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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1
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NAMES OF REPORTING PERSONS
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Stonepine Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
6
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SHARED VOTING POWER
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4,743,162
|
|
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|||
|
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||||
7
|
SOLE DISPOSITIVE POWER
|
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0
|
|
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|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
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4,743,162
|
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|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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4,743,162
|
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|
|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
☐
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|||
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.4%
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
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Jon M. Plexico
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
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0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
4,743,162
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,743,162
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,743,162
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.4%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
HC, IN
|
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|
1
|
NAMES OF REPORTING PERSONS
|
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||
Timothy P. Lynch
|
|
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
U.S.A.
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
4,743,162
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,743,162
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,743,162
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.4%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
HC, IN
|
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Item 1.
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(a) |
Name of Issuer
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Gamida Cell Ltd.
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(b) |
Address of Issuer’s Principal Executive Offices
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116 Huntington Avenue, Boston, MA 02116
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Item 2.
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(a) |
The names of the persons filing this statement are:
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Stonepine Capital Management, LLC, a California limited liability company (the “General Partner”)
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Stonepine Capital, L.P., a Delaware limited partnership (the “Partnership”)
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Jon M. Plexico
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Timothy P. Lynch (collectively, the “Filers”)
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The General Partner is the general partner and investment adviser of investment funds, including the Partnership. Mr. Plexico and Mr. Lynch are the control persons of the General Partner. The Filers are filing this Schedule 13G jointly,
but not as members of a group, and each disclaims membership in a group. Each Filer also disclaims beneficial ownership of the Stock except to the extent of that person’s pecuniary interest therein. In addition, the filing of this Schedule
13G on behalf of the Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the Stock covered by this Schedule 13G.
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(b) |
The principal business office of the Filers is located at
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919 NW Bond Street, Suite 204
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Bend, OR 97703
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(c) |
For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
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(d) |
This statement relates to the Issuer’s Ordinary Shares, NIS 0.01 par value (the “Stock”).
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(e) |
The CUSIP number of the Issuer is: 002120202
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Item 3. |
If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). As to the General Partner.
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
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(g)
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☒ |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G). As to Mr. Plexico and Mr. Lynch.
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(h)
|
☐
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A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
|
☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J).
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(k)
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☐
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ____________________________________.
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Item 4. |
Ownership.
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Item 5. |
Ownership of Five Percent or Less of a Class
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Item 8. |
Identification and Classification of Members of the Group.
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Item 9. |
Notice of Dissolution of Group
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Item 10. |
Material to Be Filed as Exhibits
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Item 11. |
Certification of the General Partner, Mr. Plexico and Mr. Lynch
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Dated: April 28, 2023
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STONEPINE CAPITAL MANAGEMENT, LLC
|
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By: | /s/ Timothy P. Lynch | ||
Timothy P. Lynch, Managing Member | |||
STONEPINE CAPITAL, L.P.
|
|||
By: | Stonepine Capital Management, LLC, | ||
General Partner | |||
By: | /s/ Timothy P. Lynch | ||
Timothy P. Lynch, Managing Member | |||
/s/ Jon M. Plexico | |||
Jon M. Plexico | |||
/s/ Timothy P. Lynch | |||
Timothy P. Lynch
|
Dated: May 15, 2017
|
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STONEPINE CAPITAL MANAGEMENT, LLC
|
||
By: | /s/ Timothy P. Lynch | |
Managing Member | ||
STONEPINE CAPITAL, L.P.
|
||
By: | Stonepine Capital Management, LLC, | |
General Partner | ||
By: | /s/ Timothy P. Lynch | |
Managing Member | ||
|
||
/s/ Jon M. Plexico | ||
/s/ Timothy P. Lynch
|