UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Gamida
Cell Ltd.
(Name
of Issuer)
Ordinary
Shares, par value NIS 0.01 per share
(Title
of Class of Securities)
M47364100
(CUSIP
Number)
Jeremy
Blank
c/o
Community US Fund Management, Inc.
6446
Drexel Avenue
Los
Angeles, CA 90048
[(310)
430-4795][(646)-734-8057]
With
a copy to:
Scott
Moss, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York, 10022
212-262-6700
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
28, 2023
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
2 of 6 |
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Community
US Fund Management, Inc. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☒ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
6,169,471* |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
6,169,471*
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,169,471* |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% |
14 |
TYPE
OF REPORTING PERSON
IA |
*
Includes (i) 5,169,471 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), and (ii) warrants to purchase
Ordinary Shares exercisable for 1,000,000 Ordinary Shares (“Warrants”) which are exercisable within 60 days of the
filing date of this report. The Warrants contain a provision prohibiting exercise to the extent that the holder, together with its affiliates,
would beneficially own in excess of 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to such exercise.
The
calculation of the percentage of outstanding shares is based on 131,125,609 Ordinary Shares outstanding as of August 28, 2023, as reported
in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 13, 2023.
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
3 of 6 |
1 |
NAMES
OF REPORTING PERSONS
Community
Master Fund, LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☒ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
6,169,471* |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
6,169,471* |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,169,471* |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% |
14 |
TYPE
OF REPORTING PERSON
PN |
*
Includes (i) 5,169,471 Ordinary Shares, and (ii) Warrants exercisable for 1,000,000 Ordinary Shares. The Warrants contain a provision
prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number
of Ordinary Shares outstanding immediately after giving effect to such exercise.
The
calculation of the percentage of outstanding shares is based on 131,125,609 Ordinary Shares outstanding as of August 28, 2023, as reported
in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 13, 2023.
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
4 of 6 |
1 |
NAMES
OF REPORTING PERSONS
Jeremy
Blank |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☒ |
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
☐ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
6,169,471* |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
6,169,471* |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,169,471* |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% |
14 |
TYPE
OF REPORTING PERSON
HC,
IN |
*
Includes (i) 5,169,471 Ordinary Shares, and (ii) Warrants exercisable for 1,000,000 Ordinary Shares. The Warrants contain a provision
prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number
of Ordinary Shares outstanding immediately after giving effect to such exercise. The ownership figures reported herein exclude (i) options
exercisable for 19,000 Ordinary Shares (“Options”) and (ii) restricted share unit awards exercisable for 4,000 Ordinary
Shares (“RSU”). Both the Options and the RSUs were issued to Mr. Blank as compensation upon his appointment to the
Issuer’s board of directors. Neither the Options nor the RSUs are exercisable within 60 days of the filing date of this report.
The
calculation of the percentage of outstanding shares is based on 131,125,609 Ordinary Shares outstanding as of August 28, 2023, as reported
in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 13, 2023.
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
5 of 6 |
Explanatory
Note
This
Amendment No. 1 (the “Amendment”) to the Schedule 13D filed on August 21, 2023 (the “Original Schedule 13D”),
is being jointly filed by (i) Community US Fund Management, Inc., a Delaware corporation registered as an investment adviser with the
U.S. Securities and Exchange Commission (the “Firm”); (ii) Community Master Fund, LP, a Cayman Islands exempted limited partnership
(the “Master Fund”); and (iii) Jeremy Blank (“Mr. Blank”).
Except
as set forth below, the Original Schedule 13D remains in effect, and capitalized terms used herein but not defined herein have such respective
meanings as defined in the Original Schedule 13D. The information set forth in response to each separate Item below shall be deemed to
be a response to all Items where such information is relevant.
Item
5. |
INTEREST
IN SECURITIES OF THE ISSUER |
|
|
|
Item
5 of the Original Schedule 13D is amended and restated in its entirety to read as follows:
(a)
- (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein
by reference. The calculation of the percentage of outstanding shares is based on 131,125,609 Ordinary Shares outstanding as of August
28, 2023, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission
on September 13, 2023.
As
of the filing date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 6,169,471 Ordinary Shares, which
includes (i) 5,169,471 Ordinary Shares, and (ii) Warrants exercisable for 1,000,000 Ordinary Shares. The Warrants contain a provision
prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the
number of Ordinary Shares outstanding immediately after giving effect to such exercise. The securities reported herein are held for
the account of the Master Fund. The Firm and Mr. Blank have investment discretion over the Master Fund and therefore may be deemed
to beneficially own the securities held for the account of the Master Fund. Thus, as of the filing date, the Reporting Persons may
be deemed to beneficially own an aggregate 6,169,471 Ordinary Shares which represent approximately 4.7% of the currently outstanding
Ordinary Shares.
The
beneficial ownership reported herein for Mr. Blank excludes (i) Options exercisable for 19,000 Ordinary Shares and (ii) RSUs exercisable
for 4,000 Ordinary Shares. Both the Options and the RSUs were issued to Mr. Blank as compensation upon his appointment to the Board.
Neither the Options nor the RSUs are exercisable within 60 days of the filing date of this report
(c)
There have been no transactions effected by the Reporting Persons in the Ordinary Shares of the Issuer during the past 60 days.
(d)
Except as set forth in this Item 5 and for persons referred to in Item 2, no person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares covered by this Schedule 13D
that may be deemed to be beneficially owned by the Reporting Persons.
(e)
As of August 28, 2023, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s outstanding
Ordinary Shares. |
CUSIP
No. M47364100 |
SCHEDULE
13D |
Page
6 of 6 |
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information set forth in this
statement is true, complete and correct.
Dated:
November 7, 2023
COMMUNITY
US FUND MANAGEMENT, INC. |
|
|
|
|
By: |
/s/
Jeremy Blank |
|
Name: |
Jeremy
Blank |
|
Title: |
Authorized
Signatory |
|
|
|
|
COMMUNITY
MASTER FUND, LP |
|
|
|
|
By: |
/s/
Jeremy Blank |
|
Name: |
Jeremy
Blank |
|
Title: |
Authorized
Signatory |
|
|
|
|
|
/s/
Jeremy Blank |
|
Name: |
Jeremy
Blank |
|
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