Gamida Cell Announces Commencement of Restructuring Process Supported by Highbridge Capital Management

Company expected to receive significant new capital from Highbridge to bolster the commercialization of allogeneic stem cell transplant Omisirge (omidubicel-onlv)

Gamida Cell to become a private company under ownership of Highbridge following
Israeli court approval

BOSTON and NEW YORK, March 27, 2024 (GLOBE NEWSWIRE) -- Gamida Cell Ltd. (Nasdaq: GMDA), a cell therapy pioneer working to turn cells into powerful therapeutics, today announced that it has entered into a Restructuring Support Agreement (the “RSA” or “transaction”) with certain funds managed by Highbridge Capital Management, LLC (“Highbridge”), the Company’s principal lender. The transaction is anticipated to provide Gamida Cell with a long-term financial runway and support the ongoing commercialization of Omisirge (omidubicel-onlv) and is expected to be completed through a voluntary Israeli restructuring proceeding.

“In March 2023, Gamida Cell embarked on an extensive strategic process to address its capital structure and liquidity constraints by partnering Omisirge with a third party,” said Abbey Jenkins, President and Chief Executive Officer of Gamida Cell. “Unfortunately, that process did not yield any actionable alternatives. This restructuring will enable Gamida Cell to remain as a going concern and will support our ongoing efforts to make Omisirge available to more transplant centers and their patients as a potentially lifesaving donor source option.”

Contemplated under the terms of the RSA, and upon closing:

• Highbridge will convert $75 million of its existing unsecured convertible senior note into equity in the Company.
• The Company will receive $30 million of new capital from Highbridge on the effective date of the restructuring. This capital infusion, along with additional capital expected to be invested by Highbridge following the Company’s emergence, should position the Company to meet its goals around the commercialization of Omisirge.
• Gamida Cell will become a private company, wholly owned by Highbridge, and the Company’s outstanding ordinary shares are expected to be canceled.
• The newly reorganized Gamida Cell will issue contingent value rights with a potential aggregate maximum value of $27.5 million to holders of Gamida Cell’s ordinary shares, subject to the achievement of certain revenue and regulatory milestones within specified time frames.

“Despite Gamida Cell’s financial struggles, we believe in the potential of Omisirge to fulfill an important unmet need in stem cell transplant,” said Jonathan Segal, Co-Chief Investment Officer at Highbridge Capital Management. “Subject to an approved budget from the Company’s new board of directors, we intend to provide the Company with additional capital to fund this potentially life-saving therapy. We are hopeful that our continued support of the Company will allow Omisirge to be available for those who need it.”