As filed with the Securities and Exchange Commission on May
9, 2024
Registration No. 333-275579
Registration No. 333-269181
Registration No. 333-253720
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment
No. 1 to Form S-3 Registration No. 333-275579
Post-Effective Amendment
No. 1 to Form S-3 Registration No. 333-269181
Post-Effective Amendment
No. 2 to Form S-3 Registration No. 333-253720
UNDER
THE SECURITIES ACT
OF 1933
GAMIDA
CELL LTD.
(Exact name of Registrant
as specified in its charter)
Israel |
|
N/A |
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.) |
116 Huntington Avenue,
7th Floor
Boston, MA 02116
Tel: (617) 892-9080
(Address and telephone
number, including area code of Registrant’s principal executive offices)
Gamida Cell Inc.
116 Huntington Avenue
Boston, MA 02116
Tel: (617) 892-9080
(Name, address, including
zip code, and telephone number, of agent for service)
Copies to:
Divakar Gupta
Daniel I. Goldberg
Cooley LLP
55 Hudson Yards
New York, New York
10001
Tel: (212) 479-6000
Approximate date of commencement
of proposed sale to the public: N/A. This post-effective amendment is being filed to deregister all of the unsold securities previously
registered under the Registration Statements.
If only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Large accelerated filer ☐ |
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Accelerated filer ☐ |
Non-accelerated filer ☒ |
|
Smaller reporting company ☒ |
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 7(a)(2)(B)
of the Securities Act. ☐
DEREGISTRATION
OF SECURITIES
These Post-Effective Amendments
relate to the following Registration Statements on Form S-3 (each a “Registration Statement,” and collectively,
the “Registration Statements”), filed with the Securities Exchange Commission (the “SEC”)
by Gamida Cell Ltd. (the “Registrant”):
| ● | Registration Statement on Form S-3 (File No. 333-275579), filed with the SEC on November 15, 2023, amended on December 6, 2023 and
declared effective on December 14, 2023; |
| ● | Registration Statement on Form S-3 (File No. 333-269181), filed with the SEC on January 11, 2023 and declared effective on January
20, 2023; and |
| ● | Registration Statement on Form F-3 (File No. 333-253720), filed with the SEC on March 1, 2021; as amended by that certain Post-Effective
Amendment No. 1 to the Registration Statement on Form F-3 on Form S-3, filed with the SEC on June 1, 2022 and declared effective on June
3, 2022. |
As previously disclosed,
on March 27, 2024, pursuant to Part 10 to the Israeli Restructuring and Financial Rehabilitation Law, 2018, the Company filed a voluntary
proceeding for restructuring in the District Court of Beersheba, Israel. On March 28, 2024, the Nasdaq Stock Market LLC (“Nasdaq”)
notified that Nasdaq will delist the Ordinary Shares, and, on April 25, 2024, Nasdaq filed a Form 25 with the SEC to remove the Ordinary
Shares from listing on the Nasdaq. Following the effectiveness of the Form 25, the Company intends to file a Form 15 with the SEC to suspend
its reporting obligations under the Exchange Act.
In connection with the foregoing,
by filing these Post-Effective Amendments, the Company has terminated the offerings of the securities pursuant to the Registration Statements.
Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made
by the Company in Part II of the Registration Statement to remove from registration, by means of post-effective amendment, removes from
registration any and all of the securities that remain unsold under the Registration Statements as of the date hereof. The Registration
Statements are hereby amended, as appropriate, to reflect the deregistration of all such securities.
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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on May 9, 2024.
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GAMIDA CELL LTD. |
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|
|
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By: |
/s/ Abigail Jenkins |
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Name:   |
Abigail Jenkins |
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Title: |
 President and Chief Executive Officer |
SIGNATURE OF AUTHORIZED
U.S. REPRESENTATIVE
Pursuant to the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Gamida Cell Ltd., has signed this
Post-Effective Amendment to Registration Statements on Form S-3 on May 9, 2024.
|
Authorized U.S. Representative – Gamida Cell Inc. |
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By: |
/s/ Abigail Jenkins |
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Name: |
 Abigail Jenkins |
|
|
Title: |
 President and Chief Executive Officer |
3
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