As filed with the Securities and Exchange
Commission on May 8, 2020
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Gamida
Cell Ltd.
(Exact name of registrant as specified
in its charter)
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State of Israel
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5 Nahum Heftsadie St.
Givaat Shaul, Jerusalem 91340 Israel
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Not Applicable
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(Address of Principal Executive Offices)
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(Zip Code)
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2017 Share Incentive Plan
(Full titles of the plan)
Gamida Cell Inc.
673 Boylston Street
Boston, MA 02116
+1 (631) 603-8714
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
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Divakar Gupta
Daniel I. Goldberg
Joshua A. Kaufman
Cooley LLP
55 Hudson Yards
New York, NY 10001
+1 (212) 479-6000
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Haim Gueta
Shachar Hadar
Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan 5250608, Israel
Telephone: +972 (3) 610-3100
Facsimile: +972 (3) 610-3111
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Shai Lankry
Chief Financial Officer
Gamida Cell Ltd.
5 Nahum Heftsadie St.
Givaat Shaul, Jerusalem 91340 Israel
+972 (2) 659-5666
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company ☒
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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Ordinary Shares, par value NIS 0.01 per share
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Shares reserved for future issuance under the 2017 Share Incentive Plan
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1,552,443(3)
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$
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4.13
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$
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6,411,589.59
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$
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832.22
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Total
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$
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6,411,589.59
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$
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832.22
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares
of the Registrant’s Ordinary Shares (“Ordinary Shares”) that become issuable under the Registrant’s
2017 Share Incentive Plan (the “2017 Plan”) by reason of any share dividend, share split, recapitalization
or other similar transaction.
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(2)
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This estimate is made solely for the purpose of determining
the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act. The offering price per share
and the aggregate offering price for shares reserved for future grant or issuance under the 2017 Plan are based on the average
of the high and low sale prices per share of the Ordinary Shares as reported on The Nasdaq Global Market as of a date (May 4,
2020) within five business days prior to filing this Registration Statement.
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(3)
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Portion of the Ordinary Shares that were automatically
added to the shares authorized for issuance under the 2017 Plan on January 1, 2019 and January 1, 2020, pursuant to an “evergreen”
provision contained in the 2017 Plan. Pursuant to such “evergreen” provision, (a) on January 1 of 2019, the number
of shares reserved for issuance under the 2017 Plan was automatically increased by a number of Ordinary Shares equal to the lesser
of: (i) an amount determined by the Registrant’s board of directors, if so determined prior to January 1 of the calendar
year in which the increase occurred, and (ii) 1.5% of the total number of Ordinary Shares outstanding on December 31 of the immediately
preceding calendar year, and (b) on January 1 of each year from 2020 until (and including) 2027, the number of shares reserved
for issuance under the 2017 Plan is automatically increased by a number of Ordinary Shares equal to the lesser of: (i) an amount
determined by the Registrant’s board of directors, if so determined prior to January 1 of the calendar year in which the
increase will occur, and (ii) 3.5% of the total number of Ordinary Shares outstanding on December 31 of the immediately preceding
calendar year.
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INCORPORATION BY REFERENCE
This
Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of
the same class as other securities for which a Registration Statement on Form S-8 of the Registrant
relating to the same employee benefit plans is effective. Accordingly, this Registration Statement incorporates by reference
the contents of the Registration Statement on Form S-8 (File No. 333-228301) filed with
the Securities and Exchange Commission (the “Commission”) on November 9, 2018 relating
to the Registrant’s 2017 Share Incentive Plan, in each case except for Item 8, Exhibits, with respect to which the
Exhibit Index below is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM
8. EXHIBITS.
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(1)
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Previously filed as Exhibit 3.1 to the Registrant’s Form 6-K (File No. 001-38716), filed with the Commission on November 1, 2018, and incorporated herein by reference.
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(2)
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Previously filed as Exhibit 10.6 to the Registrant’s Registration Statement on Form F-1 (File No. 333-232302), originally filed with the Commission on June 24, 2019, as amended, and incorporated herein by reference.
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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 S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on May 8, 2020.
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By:
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/s/ Julian Adams
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Julian Adams, Ph. D.
Chief Executive Officer
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POWERS OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Julian Adams and Shai Lankry, and each of them, as his or her true and lawful attorneys-in-fact
and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities,
to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with
exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Julian Adams
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Chief Executive Officer and
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May 8, 2020
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Julian Adams, Ph. D.
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Member of the Board of Directors
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(Principal Executive Officer)
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/s/ Shai Lankry
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Chief Financial Officer
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May 8, 2020
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Shai Lankry
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(Principal Financial and Accounting Officer)
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/s/ Robert I. Blum
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Chairman of the Board of Directors
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May 8, 2020
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Robert I. Blum
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/s/ Ofer Gonen
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Member of the Board of Directors
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May 8, 2020
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Ofer Gonen
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/s/ Shawn C. Tomasello
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Member of the Board of Directors
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May 8, 2020
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Shawn C. Tomasello
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/s/ Kenneth I. Moch
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Member of the Board of Directors
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May 8, 2020
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Kenneth I. Moch
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/s/ Michael S. Perry
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Member of the Board of Directors
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May 8, 2020
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Michael S. Perry
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/s/ Stephen
T. Wills
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Member of the Board of Directors
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May 8, 2020
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Stephen T. Wills
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/s/ Nurit Benjamini
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Member of the Board of Directors
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May 8, 2020
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Nurit Benjamini
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Gamida Cell, Inc.
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Authorized U.S. Representative
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May 8, 2020
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By:
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/s/ Julian Adams
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Name:
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Julian Adams, Ph. D.
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Title:
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Chief Executive Officer
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3
Exhibit 5.1
Ramat Gan, May 8, 2020
Gamida Cell Ltd.
5 Nahum Heftsadie Street
Givaat Shaul, Jerusalem 91340
Israel
RE: Registration
on Form S-8
Ladies and Gentlemen:
We have acted as Israeli
counsel to Gamida Cell Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection
with its filing of a registration statement on Form S-8 on or about May 8, 2020 (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,552,443
of the Company’s ordinary shares, par value 0.01 (the “Shares”), which may be issued under the Company’s
2017 Share Incentive Plan (the “Plan”).
In our capacity as
counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfactory, of the Company’s
(i) Amended and Restated Articles of Association (the “Articles”), (ii) the Plan, (iii) resolutions of the Company’s
board of directors and shareholders and (iv) other statements of corporate officers and other representatives of the Company and
other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination,
we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted
to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As
to any facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on
certificates of public officials and certificates of officers or other representatives of the Company. We have also assumed the
truth of all facts communicated to us by the Company and that all consents, minutes and protocols of meetings of the Company’s
board of directors and shareholders, which have been provided to us, are true and accurate and prepared in accordance with the
Articles and all applicable laws. In addition, we have assumed that the Company will receive the full consideration for the Shares
(which may consist, in part or in full, of services performed for the Company).
We are admitted to
practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.
On the basis of the
foregoing, we are of the opinion that the Shares being registered pursuant to the Registration Statement, when issued and paid
for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant to the terms
of the awards that have been or may be granted under the Plan, will be validly issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent,
we do not 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 Securities and Exchange Commission promulgated thereunder or Item 509 of 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 effective date of the Registration Statement that may alter, affect
or modify the opinions expressed herein.
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Very truly yours,
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/s/ Meitar | Law Offices
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Meitar | Law Office
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