---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-026228"
form_type: "8-K"
ticker: null
cik: "0001600847"
company_name: "Gamida Cell Ltd."
filed_at: "2024-03-27T23:59:59+00:00"
generated_at: "2026-06-04T07:10:01.134727+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# Gamida Cell restructuring cancels all shares, delists from Nasdaq; Highbridge to own 100%

## Summary
- Highbridge converts $75M notes to equity, provides $30M new capital; all existing ordinary shares to be cancelled.
- Existing shareholders receive CVRs up to $27.5M tied to Omisirge revenue milestones within 3 years.
- Workforce reduced 25%; COO Michele Korfin departs Apr 1, GC Josh Patterson departs Apr 26, 2024.
- FY2023 net revenue $1.8M (6 Omisirge units), net loss $63M; cash $46.6M insufficient beyond Q2 2024.
- Company to become private, wholly owned by Highbridge; delisting from Nasdaq expected.

## SEC filing metadata
- accession: 0001213900-24-026228
- form_type: 8-K
- cik: 0001600847
- company_name: Gamida Cell Ltd.
- filed_at: 2024-03-27T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 1.01, 2.02, 2.04, 2.05, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1600847/000121390024026228/0001213900-24-026228-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1600847/000121390024026228/ea0202631-8k_gamida.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-026228
- JSON: https://secwatch.observer/filing/0001213900-24-026228.json
- Plain text: https://secwatch.observer/filing/0001213900-24-026228.txt

## Key facts
- Debt Financings
  Gamida Cell Ltd. reported a default on senior notes at 5.875% maturing 2026.
  - Instrument: senior notes
  - Rate: 5.875%
  - Maturity: 2026
  - Event: default
  source text: The Restructuring Proceeding constitutes an event of default under each of the Indenture governing the 2021 Notes
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000121390024026228/0001213900-24-026228-index.htm
- Debt Financings
  Gamida Cell Ltd. reported a default on loan with Highbridge Capital Management LLC.
  - Instrument: loan
  - Counterparty: Highbridge Capital Management LLC
  - Event: default
  source text: The Restructuring Proceeding constitutes an event of default under each of the Indenture governing the 2021 Notes and Loan and Security Agreement governing the 2022 Notes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000121390024026228/0001213900-24-026228-index.htm
- Earnings Releases
  Gamida Cell Ltd. reported financial results for the fourth quarter and full year ended December 31, 2023.
  - Period: the fourth quarter and full year ended December 31, 2023
  - Result: reported results
  source text: reported financial results for the fourth quarter and full year ended December 31, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000121390024026228/0001213900-24-026228-index.htm
- Executive change
  Josh Patterson departed as General Counsel and Chief Compliance Officer at Gamida Cell Ltd..
  - Action: depart
  - Role: General Counsel and Chief Compliance Officer
  source text: In addition, on March 27, 2024, the Company announced that Josh Patterson, the Company’s General Counsel and Chief Compliance Officer, will depart from the Company, effective April 26, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000121390024026228/0001213900-24-026228-index.htm
- Executive change
  Michele Korfin departed as Chief Commercial and Chief Operating Officer at Gamida Cell Ltd..
  - Action: depart
  - Role: Chief Commercial and Chief Operating Officer
  source text: On March 27, 2024, the Company announced that Michele Korfin, the Company’s Chief Commercial and Chief Operating Officer would depart from the Company, effective as of April 1, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000121390024026228/0001213900-24-026228-index.htm
- Restructurings & Charges
  Gamida Cell Ltd. announced a restructuring with charges of approximately $1.8 million (approximately 25%).
  - Type: restructuring
  - Charge: approximately $1.8 million
  - Headcount: approximately 25%
  source text: separation agreement that includes a general release of claims against the Company. The Company estimates that the severance and termination-related costs will be approximately $1.8 million and expects to record these charges and pay these costs in the second quarter of 2024. The costs that the Company expects to incur in connection with the workforce reduction are
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600847/000121390024026228/0001213900-24-026228-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.