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Washington, D.C. 20549










Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 11, 2023




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 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.







Item 1.01. Entry into a Material Definitive Agreement.


On August 11, 2023, Gamida Cell Ltd. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with Community Master Fund LP (“Community Fund”) and Mr. Jeremy Blank. Pursuant to the Cooperation Agreement, the Company agreed to increase the size of its board of directors (the “Board”) from six to seven and to appoint Mr. Blank as a Class II director to fill the vacancy created by such expansion, effective as of August 11, 2023. Mr. Blank’s term runs through the Company’s 2023 annual general meeting of shareholders. The Board also agreed to nominate Mr. Blank for election as a Class II director at the Company’s 2023 annual general meeting of shareholders.


Pursuant to the Cooperation Agreement, each of Community Fund and Mr. Blank also agreed to abide by certain standstill restrictions and voting commitments. The Cooperation Agreement also includes customary representations and warranties.


Item 2.02 Results of Operations and Financial Condition.


On August 14, 2023, the Company issued a press release announcing a business update and the Company’s financial results for the six months and quarter ended June 30, 2023. A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated herein by reference.


The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


Appointment of Jeremy Blank


On August 11, 2023, pursuant to the terms of the Cooperation Agreement described in Item 1.01 of this Current Report on Form 8-K, the Board appointed Mr. Jeremy Blank to the Board to serve as a Class II director, with an initial term expiring at the Company’s 2023 annual general meeting of shareholders. Mr. Blank was also appointed to serve on the Transactions Committee of the Board, effective August 11, 2023.


Mr. Blank, age 44, has more than 20 years of experience managing investments in public and private companies. Currently, Mr. Blank is the Chief Investment Officer of Community Fund, a global investment firm focused on high quality public and private companies, a position he has held since October 2020. From 2005 to September 2020, Mr. Blank served as a Partner at York Capital Management, a $15 billion global investment fund, where he helped build the firm’s global credit and private equity businesses across Europe, Israel and the United States. From 1999 to 2004, Mr. Blank served as a Vice President and Credit Analyst in the Fixed Income Department and an investment banker in the Mergers & Acquisitions Department of Morgan Stanley.


In addition to his service on private company boards, Mr. Blank currently serves on the board of directors of Advanced Emissions Solutions, Inc., and previously served on the board of directors of Enovix Corporation from 2018 to 2021. Mr. Blank holds a B.S. in Finance and an AA degree in Bible from Yeshiva University.


Pursuant to a letter agreement between the Company and Mr. Blank, dated August 11, 2023, and consistent with the compensation paid to other non-executive directors, Mr. Blank will receive (i) a fee of $40,000 per calendar year of service on the Board, payable in quarterly installments, (ii) an initial award of 19,000 options to purchase ordinary shares of the Company (“Options”), and (iii) an initial award of 4,000 restricted stock units of the Company (“RSUs”). The Options will vest over a 12-month period, with 25% of the Options set to vest at the end of each 3-month period, subject to Mr. Blank’s continued service on the Board through each such date. The RSUs will vest on the 12-month anniversary of the date of the grant, subject to Mr. Blank’s continued service on the Board through such date. In addition, for each year he continues to serve as a member of the Board, Mr. Blank will receive the same annual award of Options and RSUs of the Company granted to other non-executive directors, subject to adjustment by the Compensation and Talent Committee of the Board or the Company’s shareholders. This compensation is subject to the terms of compensation payable to the Company’s non-executive directors, as described under “Agreements and Arrangements with Directors and Executive Officers” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023. On August 11, 2023, the Company also entered into its standard indemnification agreement for directors and officers with Mr. Blank, the form of which was filed as Exhibit 10.1 to the Company’s Form 10-K filed with the SEC on March 24, 2022.


Item 9.01. Financial Statements and Exhibits.


Exhibit No.

99.1   Press Release, dated August 14, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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 hereunto duly authorized.


August 14, 2023 By: /s/ Josh Patterson
    Josh Patterson
    General Counsel






Exhibit 99.1



Gamida Cell Reports Second Quarter and First Half 2023 Financial Results
and Provides Company Update


Strong start for Omisirge® (omidubicel-onlv) launch with significant payer coverage and number of transplant centers onboarded exceeding expectations


Company continues to pursue strategic partnership to further support Omisirge launch


Cash runway extended into Q2 2024; balance sheet strengthened with $9 million reduction in debt


Company to host conference call today at 8:30 a.m. ET


BOSTON – AUGUST 14, 2023 – Gamida Cell Ltd. (Nasdaq: GMDA), a cell therapy pioneer working to turn cells into powerful therapeutics, today provided a business update and reported financial results for the quarter ended June 30, 2023.


“Since the approval of Omisirge in April, Gamida Cell has made excellent progress on the launch,” said Abbey Jenkins, President and Chief Executive Officer of Gamida Cell. “We have rapidly confirmed significant payer coverage and are seeing high interest from transplant centers, exceeding our plans. This is a testament to the unmet needs that Omisirge has the potential to address for patients, as well as the exceptional work of our experienced cell therapy team. We continue to progress our discussions in our efforts to secure a strategic deal to fully resource our Omisirge commercial efforts. We are optimistic that between our progress on the Omisirge launch and our discussions with potential partners, we can accelerate efforts to expand patient access to Omisirge.”


The U.S. Food and Drug Administration (FDA) approved Omisirge in April 2023 for use in adult and pediatric patients 12 years and older with hematologic malignancies planned for umbilical cord blood transplantation. The Omisirge launch is ahead of expectations in terms of both transplant center onboarding and market access, with 12 transplant centers already onboarded, eight more in the onboarding process and active engagement with virtually all of the top 70 transplant centers. The company has also confirmed coverage with payers that cover more than 85% of commercial lives, as well as confirmed coverage and reimbursement with Medicare from the Centers for Medicare and Medicaid Services (CMS). All documents are in place for coverage under the Department of Veterans Affairs, Department of Defense and Medicaid.


“We are very encouraged by the strong interest we have received from transplant centers to date, including centers that did not participate in our clinical studies,” said Michele Korfin, Chief Operating and Chief Commercial Officer of Gamida Cell. “The enthusiasm for Omisirge is consistent with expectations from the market research we conducted both pre- and post-approval, supporting our assertion that Omisirge has the potential to capture approximately 20% peak market share. We anticipate this peak share will include patients who might have been otherwise transplanted with a different donor source, as well as patients who historically would not have been able to find an appropriate donor. We have onboarded more centers at this point in our launch than we initially anticipated and are ahead of our expectations in terms of payer coverage. We look forward to engaging with and onboarding additional transplant centers in the coming months to provide more access to Omisirge for patients.”





Second Quarter Highlights and Recent Developments




Commercial progress:


oThe company is seeing strong demand from transplant centers and is ahead of its goal of onboarding 10-15 transplant centers in 2023. As of the morning of August 14, 2023, 12 transplant centers have been onboarded and eight additional transplant centers are in the onboarding process.


oPatients are enrolled in the company’s Gamida Cell Assist program, which means that their transplanter has the intent to utilize Omisirge as the patient’s donor source.


oThe company has confirmed coverage with payers who cover more than 85% of commercial lives and is in ongoing discussions with additional commercial payers.


oCMS coverage and reimbursement has been confirmed for patients covered by Medicare. All required documentation is in place for patients who are covered under Medicaid, Department of Defense and Veterans Affairs. 


oThe company is ready to reliably deliver Omisirge within 30 days from the start of manufacturing.


Publication: The company announced the publication of a prospective sub-study of the Phase 3 clinical trial for Omisirge titled “Immune Reconstitution Profiling Suggests Antiviral Protection After Transplantation with Omidubicel: A Phase 3 Substudy.” The publication is available online on the Transplantation and Cellular Therapy journal website.


Corporate Developments


Strategic review: The company continues to work with Moelis & Company LLC to engage and advance discussions with multiple parties as part of its efforts to explore alternatives to support a fully resourced launch.


Terry Coelho, MBA, appointed Chief Financial Officer: In May 2023, Gamida Cell announced the appointment of Terry Coelho as Chief Financial Officer. Ms. Coelho, a seasoned finance executive with more than 35 years of experience across all areas of finance and business development at emerging growth companies and established global companies, is positioned to support Gamida Cell’s transition into a commercial-phase company and its pursuit of a strategic partnership.


Jeremy Blank appointed to Board of Directors: In August 2023, the company’s Board of Directors appointed Jeremy Blank, Chief Investment Officer of Community Fund, to the Board, where he will serve on the Transactions Committee. “Having closely followed Gamida Cell for over a decade, it is a privilege to join the Board of Directors,” said Mr. Blank. “I have high confidence in Gamida’s team and technology and our firm invested in both of Gamida’s most recent equity offerings. I look forward to supporting Gamida’s strategic process which is a great opportunity to create shareholder value.” Mr. Blank will provide a valuable perspective to the Board as it aids the company in executing its corporate strategy. From 2005 to 2020, Mr. Blank also served as a partner at York Capital Management, a $15 billion global investment fund. Before that, he was a Vice President and credit analyst at Morgan Stanley. Mr. Blank currently serves as a Director on the boards of Insightec Ltd. and Advanced Emissions Solutions, Inc. (NASDAQ: ADES). Community Fund is a significant shareholder in Gamida Cell. 





Strengthened balance sheet: The company ended the second quarter with $54.1 million in cash as a result of the net proceeds of $29.8 million from both the April equity offering and the at-the-market offering (ATM), thereby extending cash runway into the second quarter of 2024. Additionally, the company reduced its outstanding principal balance in the quarter by $9.0 million, from $94.0 million to $85.0 million.


Investor Day: Gamida Cell hosted an Investor Day on June 29, 2023. The event was attended by over 180 participants, both in-person and virtual, and included an update on the commercial launch of Omisirge as well as discussions with industry thought leaders. Steven Devine, M.D., Chief Medical Officer at the National Marrow Donor Program® (NMDP)/Be The Match®, discussed the unmet needs and barriers to care in stem cell transplant, and explained how Omisirge can help address some of these issues. Usama Gergis, M.D., MBA, Professor of Oncology & Director of Transplant and Cellular Therapy, Sidney Kimmel Cancer Center, Thomas Jefferson University, discussed the implications of a health outcomes economics research model developed in partnership with Gamida Cell that showed that a 20% peak market share of Omisirge may increase transplant access for eligible patients, particularly those from racially and ethnically diverse groups that are currently underserved.




Phase 1 study: Gamida Cell’s GDA-201, an intrinsic natural killer (NK) cell therapy candidate being investigated for the treatment of hematologic malignancies, is being evaluated in an ongoing Phase 1 study for treatment of non-Hodgkin lymphoma. The study is continuing to enroll patients at six sites in the U.S. Data are expected in the first quarter of 2024.


Data presented at International Society for Cell and Gene Therapy (ISCT) 2023 Annual Meeting: GDA-201 data presented at ISCT on June 2, 2023, demonstrated the robustness of cryopreserved GDA-201 and continued to support signs of strong lymphoid homing and decreased exhaustion of GDA-201 cells.


New data on nicotinamide (NAM) mechanism of action: Data published in Science Translational Medicine in the July 19 edition demonstrated that culturing NK cells with NAM, which the company uses to enhance and expand cells, and IL-15 increases metabolic fitness, energy charge and glucose flux within NK cells, providing a pathway for resistance to oxidative stress and increased potency compared to NK cells cultured with IL-15 but without NAM. Through preventing degradation of the protein FOXO1, the presence of NAM was found to increase levels of CD62L, an important lymph node homing marker. This expression cascade provides evidence for the strong lymph node homing, direct killing and antibody dependent cell-mediated cytotoxicity capabilities of NK cells cultured with NAM. The publication also includes outcome data from the Phase 1 dose escalation clinical trial for Gamida Cell’s NK cell therapy candidate GDA-201 in patients with non-Hodgkin lymphoma as well as translational data from biopsy specimens.





Second Quarter 2023 Financial Results


Research and development expenses were $8.7 million in the second quarter of 2023, compared to $10.6 million in the same quarter in 2022. The decrease of $1.9 million was primarily due to a $1.6 million reduction associated with the discontinuation of development of our engineered NK cell therapy pipeline, and $0.7 million in lower Omisirge Phase 3 spend, including a decrease in payments for manufacturing services, partially offset by a decrease of $0.4 million in IIA (Israeli Innovation Authority) income.


Commercial expenses were $3.9 million in the second quarter of 2023, compared to $3.2 million in the second quarter of 2022. The increase of $0.7 million was attributable to an increase in launch readiness activities.


General and administrative expenses were $6.3 million in the second quarter of 2023, compared to $4.3 million in the same period in 2022. The increase of $2.0 million was associated with higher professional services expenses, in part due to the April 2023 follow on offering and business development activities.


Financial expenses, net, were $12.9 million in the second quarter of 2023, compared to $0.5 million in the same period of 2022. The increase of $12.4 million was primarily due to non-cash expenses totaling approximately $10.4 million, including the fair value impact on our warrants liability of $4.9 million, the fair value impact on the 2022 convertible note of $4.3 million, and a decrease in capitalization of finance costs to fixed assets of $0.6 million. In addition, the increase was due to higher cash expenses of $2.0 million, including $1.7 million in issuance costs from our April 2023 underwritten public offering and an increase of $1.0 million in interest expenses associated with the 2022 convertible notes, partially offset by increased interest income of $0.5 million.


Net loss was $31.7 million in the second quarter of 2023, compared to a net loss of $18.6 million in the second quarter of 2022, driven primarily by the increase in financial expenses of $12.4 million.


Cash Position: As of June 30, 2023, Gamida Cell had total cash and cash equivalents of $54.1 million compared to $64.7 million as of December 31, 2022. The decrease of $10.4 million is due primarily to net cash used in operating activities of $44.3 million partially offset by $34.7 million in net cash proceeds from the issuance of shares and warrants from our underwritten public offering and the issuance of shares via the ATM facility. Subsequent to the quarter close and through August 9th, the company raised an additional $14.0 million in net proceeds via the ATM facility. The company expects its current cash and cash equivalents, including the funds raised subsequent to the close of the second quarter, to support its ongoing operating activities into the second quarter of 2024, based on Gamida Cell’s current operational plans and excluding commercialization activities beyond the initial launch of Omisirge, as well as any additional financing activities that may be undertaken.





Debt Position: As of June 30, 2023, the company had reduced its principal balance on the 2022 secured convertible note by $15.0 million, from $25.0 million as of December 31, 2022, to $10.0 million at the end of the second quarter. The company also holds a 2021 convertible senior note with an aggregate principal amount of $75.0 million.


Conference Call Information


Gamida Cell will host a conference call today, August 14, at 8:30 a.m. ET to discuss these financial results and company updates. To access the conference call by phone, please register here and be advised to do so at least 10 minutes prior to joining the call. A live conference call webcast can be accessed here and also in the “Investors & Media” section of Gamida Cell’s website at www.gamida-cell.com. A webcast replay will be available approximately two hours after the event for approximately 30 days.


About Gamida Cell 


Gamida Cell is a cell therapy pioneer working to turn cells into powerful therapeutics. The company’s proprietary nicotinamide (NAM) technology leverages the properties of NAM to enhance and expand cells, creating allogeneic cell therapy products and candidates that are potentially curative for patients with hematologic malignancies. These include Omisirge® (omidubicel-onlv), an FDA-approved nicotinamide modified allogeneic hematopoietic progenitor cell therapy, and GDA-201, an intrinsic NK cell therapy candidate being investigated for the treatment of hematologic malignancies. For additional information, please visit www.gamida-cell.com or follow Gamida Cell on LinkedIn, Twitter, Facebook or Instagram. 


Omisirge® is a registered trademark of Gamida Cell Inc. © 2023 Gamida Cell Inc. All Rights Reserved. 


Cautionary Note Regarding Forward Looking Statements 


This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including with respect to the potentially life-saving or curative therapeutic and commercial potential of Omisirge® (omidubicel-onlv), expectations regarding the commercial launch of Omisirge and potential to capture market share, the company’s plans for commercial or strategic partnerships to support the launch of Omisirge and the company’s anticipated financial runway. 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. 


Investor Contacts:

Chuck Padala

LifeSci Advisors




Media Contact:

Dan Boyle







U.S. dollars in thousands (except share and per share data)


   June 30,   December 31, 
   2023   2022 
Cash and cash equivalents  $54,075   $64,657 
Restricted Cash   138    - 
Inventory   2,390    - 
Prepaid expenses and other current assets   2,262    1,889 
Total current assets   58,865    66,546 
Restricted deposits   3,150    3,668 
Property, plant and equipment, net   43,639    44,319 
Operating lease right-of-use assets   4,336    7,024 
Severance pay fund   1,291    1,703 
Other long-term assets   1,227    1,513 
Total non-current assets   53,643    58,227 
Total assets  $112,508   $124,773 
Trade payables  $2,440   $6,384 
Employees and payroll accruals   5,545    5,300 
Operating lease liabilities   2,176    2,648 
Accrued interest of convertible senior notes   1,842    1,652 
Accrued expenses and other current liabilities   8,735    8,891 
Total current liabilities   20,738    24,875 
Convertible senior notes, net   86,117    96,450 
Warrants liability   25,629    - 
Accrued severance pay   1,403    1,914 
Long-term operating lease liabilities   2,461    4,867 
Other long-term liabilities   1,873    4,690 
Total non-current liabilities   117,483    107,921 
Ordinary shares of NIS 0.01 par value   305    211 
Treasury ordinary shares of NIS 0.01 par value   *     *  
Additional paid-in capital   443,450    408,598 
Accumulated deficit   (469,468)   (416,832)
Total shareholders’ deficit   (25,713)   (8,023)
Total liabilities and shareholders’ deficit  $112,508   $124,773 


*Represents an amount lower than $1







U.S. dollars in thousands (except share and per share data)



   Three months ended
June 30,
   Six months ended
June 30,
   2023   2022   2023   2022 
Research and development expenses, net  $8,687   $10,563   $17,527   $21,868 
Commercial expenses   3,862    3,193    9,438    7,072 
General and administrative expenses   6,253    4,290    11,417    8,429 
Total operating loss   18,802    18,046    38,382    37,369 
Financial expenses, net   12,874    508    14,254    1,408 
Loss  $31,676   $18,554   $52,636   $38,777 
Net loss per share attributable to ordinary shareholders, basic and diluted   0.31    0.31    0.59    0.65 







U.S. dollars in thousands (except share and per share data)



   Six months ended
June 30,
   2023   2022 
Cash flows from operating activities:        
Net Income (Loss)  $(52,636)  $(38,777)
Adjustments to reconcile loss to net cash used in operating activities:          
Depreciation of property, plant and equipment   214    224 
Financing expense (income), net   1,363    (273)
Share-based compensation   2,921    2,530 
Change in Fair Value of Warrants liability   4,876    - 
Change in Fair Value of convertible senior note   4,254    - 
Warrants Issuance Costs   1,733    - 
Amortization of loan issuance costs   455    385 
Change in assets and liabilities:          
Inventory   (295)   - 
Operating lease right-of-use assets   1,363    1,226 
Operating lease liabilities   (1,553)   (1,649)
Accrued severance pay, net   (99)   14 
Increase in prepaid expenses and other assets   (211)   (19)
Decrease in trade payables   (3,944)   (5,535)
Increase (decrease) in accrued expenses and other liabilities   (2,728)   2,285 
Net cash used in operating activities   (44,287)   (39,589)
Cash flows from investing activities:          
Purchase of property, plant and equipment   (821)   (1,540)
Purchase of marketable securities   -    (3,708)
Proceeds from maturity of marketable securities   -    26,175 
Proceeds from restricted deposits   -    500 
Net cash provided by (used in) investing activities  $(821)  $21,427 
Cash flows from financing activities:          
Proceeds from exercise of options  $-   $76 
Proceeds from exercise of warrants liability   45    - 
Proceeds from share issuance and warrants liability, net   34,785    84 
Payment of warrants issuance cost   (166)   - 
Net cash provided by financing activities   34,664    160 
Decrease in cash and cash equivalents and restricted cash   (10,444)   (18,002)
Cash and cash equivalents at beginning of period   64,657    55,892 
Cash, cash equivalents and restricted cash at end of period  $54,213   $37,890