UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

Or

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

Or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from        to        

Or

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission File No. 001-38716

GAMIDA CELL LTD.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

State of Israel

(Jurisdiction of incorporation or organization)

5 Nahum Heftsadie Street

Givaat Shaul, Jerusalem 91340 Israel

Tel: +972 (2) 659-5666

(Address of principal executive offices)

Julian Adams

Chief Executive Officer

673 Boylston Street

Boston, MA 02116

Telephone: +1 978-494-4632

Email: julian@gamida-cell.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be 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, Par Value NIS 0.01 per share	GMDA	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 59,000,153 ordinary shares, par value NIS 0.01 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No  ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated filer ☒	Non-accelerated filer ☐
		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 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

EXPLANATORY NOTE

On March 9, 2021, Gamida Cell Ltd. (the “Company”) filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2020 (the “Original Form 20-F”). This Amendment No. 1 (the “Amendment”) amends the Original Form 20-F solely to correct the consent of our independent accounting firm, Kost Forer Gabbay & Kasierer, a member of a member of Ernst & Young Global (the “Auditor”) and to file an additional consent of the Auditor with respect to the Registration Statement on Form F-3 (File No. 333-253720). The auditor consent included in the Original Form 20-F inadvertently omitted the incorporation by reference into the Company’s Form S-8 (File No. 333-238115) and the Registration Statement on Form F-3 (File No. 333-234701). A new auditor consent with the relevant corrections is filed as Exhibit 15.1 hereto.

This Amendment with respect to the Company’s Form S-8 (File No. 333-238115) and the Registration Statement on Form F-3 (File No. 333-234701) speaks as of the filing date of the Original Form 20-F and with respect to the Company’s Registration Statement on Form F-3 (File No. 333-253720) speaks as of the date of effectiveness of such Registration Statement and does not reflect any other events occurring after the filing of the Original Form 20-F. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 20-F. This Amendment does not otherwise update any exhibits as originally filed or previously amended.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

ITEM 19. Exhibits.

Exhibit		Incorporated by Reference				* Filed Herewith **Furnished Herewith
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	+ Previously Filed
1.1	Amended and Restated Articles of Association of the Registrant, as currently in effect	6-K	001-38716	3.1	11/1/2018	+
1.2	Memorandum of Association of the Registrant (unofficial English translation from Hebrew original), as amended on September 14, 2006	F-1	333-227601	3.4	9/28/2018	+
2.5	Description of Securities	20-F	001-38716	2.5	3/09/2021	+
4.1	Form of Indemnification Agreement	F-1/A	333-227601	10.1	10/17/2018	+
4.2	Employee Share and Option Plan (1998)	F-1	333-227601	10.2	9/28/2018	+
4.3	Stock Option Plan (1999)	F-1	333-227601	10.3	9/28/2018	+
4.4	2003 Israeli Share Option Plan	F-1	333-227601	10.4	9/28/2018	+
4.5	2014 Israeli Share Option Plan	F-1	333-227601	10.5	9/28/2018	+
4.6	2017 Share Incentive Plan, as amended	F-1/A	333-232302	10.6	26/6/2019	+
4.7	Amended and Restated Investors’ Rights Agreement, dated July 3, 2017, among the Registrant and the shareholders named therein	F-1	333-227601	10.7	9/28/2018	+
4.8	Lease Agreement, dated December 13, 2017, by and between the Registrant and Y.D.B. Investments Ltd. (unofficial English translation from Hebrew original)	F-1	333-227601	10.10	9/28/2018	+
4.9	Lease Agreement, dated March 14, 2000, as amended on June 5, 2000 and May 30, 2010, by and between the Registrant and Traub Group Investments Ltd. (formerly P.P.D. Diamonds Ltd.) (unofficial English translation from Hebrew original)	F-1	333-227601	10.11	9/28/2018	+
4.10	Form of Letter Agreement re: Information Rights	F-1/A	333-227601	10.12	10/17/2018	+
4.11	Gamida Cell Ltd. Compensation Policy, as amended	20-F	001-38716	4.9	3/09/2021
4.12†	Manufacturing Service Agreement, dated June 10, 2019, between the Registrant, Lonza Walkersville, Inc. and Lonza Netherlands B.V.	F-1	333-232302	10.14	4/6/2019	+
4.13	Indenture dated February 16, 2021, by and among Gamida Cell Inc., Gamida Cell Ltd. and Wilmington Savings Fund Society, FSB	6-K	001-38716	4.1	2/16/2021	+
4.14	Form of Exchangeable Senior Note (included as an exhibit to Exhibit 4.13)	6-K	001-38716	4.2	2/16/2021	+
4.15	Registration Rights Agreement dated February 16, 2021, by and among Gamida Cell Inc., Gamida Cell Ltd., Highbridge Convertible Dislocation Fund, L.P., and Highbridge Tactical Credit Master Fund, L.P.	6-K	001-38716	10.2	2/16/2021	+
8.1	Subsidiaries of the Registrant	F-1	333-227601	21.1	9/28/2018	+
12.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*
12.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					*

1

Exhibit		Incorporated by Reference				* Filed Herewith **Furnished Herewith
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	+ Previously Filed
13.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					**
13.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					**
15.1	Consent of KOST, FORER, GABBAY & KASIERER, a Member of Ernst & Young Global, Independent Registered Accounting Firm					*
15.2	Consent of KOST, FORER, GABBAY & KASIERER, a Member of Ernst & Young Global, Independent Registered Accounting Firm					*
101.INS	XBRL Instance Document	20-F	001-38716	101.INS	3/09/2021	+
101.SCH	XBRL Taxonomy Extension Schema Document	20-F	001-38716	101.SCH	3/09/2021	+
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	20-F	001-38716	101.CAL	3/09/2021	+
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	20-F	001-38716	101.DEF	3/09/2021	+
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	20-F	001-38716	101.LAB	3/09/2021	+
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	20-F	001-38716	101.PRE	3/09/2021	+

† Certain portions of this agreement have been omitted under a confidential treatment order pursuant to Rule 406 of the Securities Act of 1933, as amended, and Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and filed separately with the SEC.

2

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	GAMIDA CELL LTD.
Date: March 11, 2021	By:	/s/ Julian Adams
		Julian Adams, Ph.D.
		Chief Executive Officer

3