UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended December 31, ~~2022~~2023

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

For the transition period from _________ to _________.

Commission File Number: 001-38716

GAMIDA CELL LTD.

(Exact name of registrant as specified in its charter)

Israel		Not Applicable
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

116 Huntington Avenue, 7^th Floor Boston, MA		02116
(Address of principal executive offices)		(Zip code)

(617) 892-9080

(~~Telephone~~Registrant’s ~~Number~~telephone number, including area code)

Securities 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, NIS 0.01 par value		GMDA		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) 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 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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒☐

If an emerging growth company, 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, ~~2022~~2023 (the last day of the registrant’s most recently completed second fiscal quarter) based on the closing sale price of $1.7793 as reported on the Nasdaq Global Market as of that date was approximately $~~103~~216.37 million.

The registrant had 81154,~~494~~050,~~442~~953 ordinary shares outstanding as of March 2922, ~~2023~~2024.

Documents incorporated by reference: None.

~~TABLE~~Table of ~~OF CONTENTS~~Contents

	Forward Looking Statements	ii
			Page
Part I
FORWARD LOOKING STATEMENTS			ii
Item 1.	Business	1
PART I			1
Item 1a.	Risk Factors	37
Item 1.		Business	1
Item 1b.	Unresolved Staff Comments	93
Item 1A.		Risk Factors	21
Item 2.	Properties	93
Item 1B.		Unresolved Staff Comments	65
Item 3.	Legal Proceedings	93
Item 1C.		Cybersecurity	65
Item 4.	Mine Safety Disclosure	93
Item 2.		Properties	66
Part II
Item 3.		Legal Proceedings	66
Item 5.	Market For Registrant’s Common Equity, Related Shareholder Matters And Issuer Purchases Of Equity Securities	94
Item 4.		Mine Safety Disclosure	66
Item 6.	[Reserved]	100
PART II			67
Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	100
Item 5.		Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	67
Item 7a.	Quantitative And Qualitative Disclosures About Market Risk	110
Item 6.		[Reserved]	72
Item 8.	Financial Statements and Supplementary Data	110
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results OF OPERATIONS	72
Item 9.	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	110
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk	80
Item 9a.	Controls And Procedures	110
Item 8.		Financial Statements and Supplementary Data	80
Item 9b.	Other Information	111
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	80
Item 9c.	Disclosure Regarding Foreign Jurisdiction that Prevent Inspections	111
Item 9A.		Controls and Procedures	80
Part III
Item 9B.		Other Information	81
Item 10.	Directors, Executive Officers And Corporate Governance	112
Item 9C.		Disclosure Regarding Foreign Jurisdiction That Prevents Inspections	81
Item 11.	Executive Compensation	125
PART III			82
Item 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Shareholder Matters	142
Item 10.		Directors, Executive Officers and Corporate Governance	82
Item 13.	Certain Relationships And Related Transactions, And Director Independence	143
Item 11.		Executive Compensation	95
Item 14.	Principal Accounting Fees And Services	144
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	114
Part IV
Item 13.		Certain Relationships and Related Transactions and Director Independence	115
Item 15.	Exhibits, Financial Statement Schedules	145
Item 14.		Principal Accounting Fees and Services	116
PART IV			117
Item 15.		Exhibits, Financial Statement Schedules	117

-i-

FORWARD LOOKING STATEMENTS

● This annual report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. The forward-looking statements are contained principally in Part I, Item 1: “Business,” Part I, Item 1A: “Risk Factors,” and Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but are also contained elsewhere in this annual report. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. These statements speak only as of the date of this annual report and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements in this annual report include statements as to:

● ~~our~~the ~~expectations~~progress ~~regarding~~and ~~timing~~potential outcome of ~~application~~our ~~for~~ongoing restructuring process and ~~receipt~~voluntary restructuring proceeding; ● our estimates regarding the commercial potential of, ~~regulatory~~and ~~approvals~~our commercialization plans for, our allogeneic cell therapy, Omisirge (omidubicel-only);

● ~~our estimates regarding~~ the ~~commercial~~clinical ~~potential~~utility ~~of,~~ and ~~our~~potential ~~commercialization~~advantages ~~plans~~of ~~for~~Omisirge ~~omidubicel, including our plans to manufacture omidubicel at a commercial scale, if~~ and ~~when~~any ~~approved~~product ~~for marketing, at our Kiryat Gat facility~~candidates;

● ~~the~~our ~~clinical~~estimates ~~utility~~regarding ~~and~~recurring ~~potential~~losses ~~advantages~~from ofoperations, ~~omidubicel~~capital requirements and ~~any~~financial ~~of our other product candidates~~runway;

● the timing, progress and conduct of our clinical trial of GDA-201;

● our plans regarding utilization of regulatory pathways that would allow for accelerated marketing approval in the United States, the European Union and other jurisdictions;

● our recurring losses from operations, our estimates regarding anticipated capital requirements and our needs for additional sources of financing or a commercial or strategic partnership to support a more fulsome commercial launch of omidubicel, if approved;

● anticipated cost savings from our strategic restructuring and our financial runway;

●

our expectations regarding when certain patents may be issued and the protection and enforcement of our intellectual property rights;

● our ~~plans~~ability ~~regarding~~to ~~the~~manufacture ~~maintenance~~Omisirge ofand ~~intellectual~~any ~~property~~product ~~rights~~candidates toat ~~our~~levels ~~preclinical~~sufficient NKfor ~~cell~~commercialization ~~pipeline~~or clinical development, as applicable;

● our ability to ~~manufacture~~maintain ~~omidubicel~~and manage existing collaborations and relationships that are critical to our ~~other~~operations ~~product~~and ~~candidates~~to atobtain ~~levels~~and ~~sufficient~~maintain ~~for~~appropriate ~~commercialization~~terms with our current or ~~clinical~~future ~~development,~~collaborators asand ~~applicable~~other third parties;

● ~~our~~the ~~ability~~impact toof ~~maintain~~government ~~relationships~~laws ~~with~~and ~~certain third parties~~regulations;

● ~~our~~the ~~planned~~impact ~~level~~ of ~~capital~~political, ~~expenditures~~economic and military conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them; and

● the ~~impact~~effects ofthat ~~government~~other ~~laws~~geopolitical ~~and~~events ~~regulations;~~or ~~and~~macroeconomic conditions may have on us.

● the effects that geopolitical events or economic conditions may have on us.

You should refer to “Item 1A. Risk Factors” in this annual report for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this annual report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this annual report represent our views as of the date of this annual report. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this annual report.

You should read this annual report and the documents that we reference in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

In this annual report, all references to (i) “Gamida,” “Gamida Cell,” “we,” “us,” “our” or the “Company” mean Gamida Cell Ltd. and its wholly owned subsidiary, Gamida Cell Inc., unless the context otherwise requires; (ii) “SEC” refers to the Securities and Exchange Commission; (iii) “Securities Act” refers to the United States Securities Act of 1933, as amended; (iv) “Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended; and (v) all dollar amounts refer to U.S. dollars unless otherwise indicated.

-ii-

PART I

~~ITEM~~ Item 1. ~~BUSINESS~~Business

Overview

We are a cell therapy pioneer working to turn cells into powerful therapeutics. We apply a proprietary expansion platform leveraging the properties of nicotinamide, or NAM, to allogeneic cell sources including umbilical cord blood-derived cells and natural killer, or NK, cells to create cell therapy candidates, with the potential to redefine standards of care. ~~Our~~On ~~primary~~April ~~product~~17, ~~candidate~~2023, isthe U.S. Food and Drug Administration, or FDA, approved Omisirge (omidubicel-onlv), anthe ~~advanced~~first and only FDA-approved nicotinamide modified cell therapy ~~candidate~~ donor source for allogeneic ~~hematopoietic~~ stem cell transplant ~~that~~, for ifuse ~~approved,~~in ~~has~~adult ~~the~~and ~~potential~~pediatric topatients ~~expand~~12 ~~access~~years and ~~improve~~older ~~outcomes for patients~~ with ~~blood~~hematologic ~~cancers.~~malignancies ~~Historically,~~who weare ~~had~~planned ~~also~~for ~~developed~~umbilical acord ~~line~~blood oftransplantation following ~~enhanced~~myeloablative ~~and~~conditioning ~~engineered~~to NKreduce ~~cells~~the ~~targeted~~time atto ~~solid~~neutrophil ~~tumors~~recovery and ~~hematological malignancies~~the incidence of infection.

~~Cell~~In ~~therapies~~the ~~involve~~first quarter of 2023, we completed a strategic reprioritization of our business activities to reduce our operating expenses and focus on the commercial launch of Omisirge® (omidubicel-onlv). The ~~delivery~~results of ~~human~~this ~~cells~~reprioritization towere ~~replace~~a orreduction ~~repair~~in ~~damaged~~force ~~tissue~~of orapproximately ~~cells~~17% of our workforce, completed in ~~order~~the tosecond ~~treat~~quarter aof ~~variety~~2023, closure of ~~cancers~~our Jerusalem research and ~~other~~development ~~diseases~~facility and termination of work on our preclinical NAM NK pipeline programs. ~~Hematopoietic~~We undertook ~~stem~~these ~~cell~~reprioritization ~~transplantation~~efforts ~~with~~after ~~donor~~unsuccessfully ~~cells,~~seeking a strategic partnership or ~~allogeneic~~other ~~HSCT~~transaction, ~~also~~such ~~called~~as ~~bone~~a ~~marrow~~royalty ~~transplantation~~financing, licensing, iscollaboration ~~the~~or ~~most~~other ~~frequently~~similar ~~used~~transaction. ~~cell therapy~~We first engaged Moelis & Company LLC in July 2020 to ~~treat~~pursue a ~~variety~~royalty offinancing or ~~hematologic~~other ~~malignancies~~similar ~~and~~transaction ~~other~~related ~~serious~~to ~~conditions~~Omisirge. ~~HSCT~~Most ~~involves~~recently, ~~reconstituting~~in aApril ~~patient’s~~2023, ~~bone~~we engaged Moelis & Company LLC as our financial advisor ~~marrow~~and ~~from~~commenced a ~~seed~~strategic ~~population~~review process seeking to secure a transaction that would support expanded access to Omisirge for patients and maximize value for our stakeholders. During the course of ~~stem~~this ~~cells~~recent ~~obtained~~strategic ~~from~~review process, our board of directors explored a ~~donor~~range of ~~whose~~alternatives, ~~blood-forming~~including an asset sale, merger, financing, licensing, and ~~immune-system-forming~~capital ~~cells~~restructuring ~~are~~options. ~~both~~To ~~cancer~~date, this strategic review ~~free~~process ~~and~~has ~~effective~~not atyielded ~~carrying~~any ~~out~~viable ~~their~~strategic ~~functions~~alternatives.

~~There~~As ~~are~~a ~~multiple~~result, ~~sources~~on March 26, of2024, ~~donor~~we ~~cells.~~entered ~~The~~into ~~best~~a ~~source~~Restructuring ~~for~~Support ~~donor~~Agreement, ~~cells~~or isthe ~~often~~Support ~~viewed~~Agreement, with certain funds managed by Highbridge Capital Management, LLC, or which funds we collectively refer to as aHighbridge. ~~sibling~~These ~~who~~funds ishold aall ~~matched~~of ~~related~~our ~~donor~~exchangeable senior notes issued in 2021 and 2022, which ortogether ~~MRD~~have an aggregate outstanding principal balance as of March 15, ~~but~~2024 ~~the~~of ~~chances~~approximately $80.0 million. These exchangeable senior notes represent substantially all of our outstanding debt. Pursuant to the Support Agreement, we and Highbridge have agreed to ~~having~~restructure all of our outstanding equity and debt in a ~~sibling~~voluntary ~~match~~restructuring proceeding in the ~~United~~District ~~States~~Court ~~are~~of ~~only~~Beersheba, ~~25%~~Israel that is governed by Israeli law, referred to ~~30%~~as our restructuring process. ~~The~~If ~~majority~~this ofprocess ~~patients~~is ~~rely~~completed onas ~~alternate~~contemplated ~~sources~~by the Support Agreement, all outstanding shares of ~~donor~~Gamida ~~cells~~Cell Ltd. will be cancelled, ~~including~~after which Gamida Cell Ltd. will continue to exist as a private ~~matched~~operating ~~unrelated~~company ~~donor,~~that oris ~~MUD,~~owned ~~haploidentical,~~entirely orby ~~“half-matched”~~Highbridge ~~donors~~and our business will continue as a going concern with Highbridge being the only impaired creditor. Pursuant to the Support Agreement, ~~and~~each ~~mismatched~~holder ~~unrelated~~of ~~donor~~ordinary shares of the Company as of the completion of the restructuring process will be entitled to certain CVRs pursuant to a contingent value rights agreement, or ~~MMUD~~the CVR Agreement, asto ~~well~~be executed in connection aswith ~~umbilical~~the ~~cord~~restructuring ~~blood~~process. ~~However~~When issued, ~~due~~the CVRs will entitle the holders to ~~disease~~certain ~~progression~~cash payments totaling $27.5 million upon the achievement of certain revenue and ~~other~~regulatory ~~complications~~milestones ~~during~~as will be more fully set forth in the ~~time~~CVR ~~needed~~Agreement. Pursuant to ~~find~~the Support Agreement, Highbridge will fund the reorganized company following the restructuring process through a ~~suitable~~secured ~~donor~~debt facility of $50 million, ~~unfortunately~~comprised ~~many~~of ~~patients~~(i) ~~cannot~~$30 ~~find~~million anof ~~appropriate~~cash ~~donor.~~to ~~According~~be toprovided as soon as practicable following the ~~CIBMTR,~~completion inof the ~~U.S.,~~restructuring ~~there~~process; ~~are~~(ii) the remaining principal amount owed under the 2022 Notes; and (iii) the remaining approximately ~~8,000~~$15 ~~patients~~million to be provided by way of delayed ~~above~~draw term loans on terms and conditions to be agreed with Highbridge prior to the ~~age~~completion of 12the ~~with~~restructuring ~~hematologic~~process. ~~malignancies~~After ~~who~~our ~~undergo~~restructuring process, anwe ~~allogeneic~~will ~~stem~~no ~~cell~~longer ~~transplant~~be ~~each~~a ~~year~~public ~~and~~reporting company listed on Nasdaq. Except for the CVRs, we ~~believe~~do not anticipate that ~~number~~our shareholders ofwill ~~patients~~otherwise ~~may~~receive ~~grow~~any ~~over~~distribution ~~time~~or recovery (cash or otherwise) as part of the restructuring process. WeThere ~~estimate~~is no assurance that we ~~there~~will ~~are~~complete ~~approximately~~our ~~1,200~~restructuring ~~patients~~process ~~each~~as ~~year,~~currently ~~who~~contemplated. If we are ~~above~~unable to complete our restructuring process in the ~~age~~second quarter of 122024, ~~and~~we ~~are deemed~~expect ~~eligible~~that ~~for~~we anwill ~~allogeneic~~enter ~~stem~~into ~~cell~~involuntary ~~transplant~~restructuring ~~but~~proceedings ~~cannot~~in ~~find~~Israeli ancourt ~~appropriate~~and ~~donor~~our shareholders would not receive any proceeds from such proceedings.

~~Notwithstanding~~In ~~the~~connection ~~various potential~~with ~~sources~~our ofrestructuring process ~~donor~~and ~~cells,~~in ~~HSCT~~order isto ~~subject~~attempt to aextend ~~number~~our offinancial ~~significant~~resources ~~limitations,~~beyond ~~including:~~the ~~(i)~~second ~~delays~~quarter inof ~~finding~~2024, awe ~~suitable~~are planning to further reduce ~~match~~operating expenses, ~~during~~primarily ~~which~~through ~~disease~~a ~~progression~~workforce ~~may~~reduction ~~make~~plan ~~patients~~pursuant ~~ineligible~~to ~~for~~which ~~transplant;~~we ~~(ii)~~expect anto ~~insufficient~~downsize ~~number~~our orcurrent ~~delayed~~workforce ~~engraftment~~by approximately 25% by the closing of ~~donor~~the ~~cells,~~restructuring ~~leaving~~process. ~~patients~~Affected ~~without~~employees awill ~~functioning~~be ~~immune~~offered ~~system~~separation benefits, including severance payments and ~~leading~~temporary tohealthcare ~~potentially~~coverage ~~life-threatening~~assistance, ~~immune~~which ~~deficiency~~severance ~~following transplant;~~payments ~~(iii)~~are arequired ~~lack~~under ofapplicable ~~long-term~~Israeli ~~compatibility~~law. ~~between~~Each affected employee’s eligibility for the ~~donor~~separation ~~cells~~benefits ~~and~~is ~~the~~contingent ~~patient~~upon such employee’s ~~own~~execution ~~cells,~~of ~~resulting~~a inseparation ~~potentially~~agreement that includes a ~~fatal~~general ~~graft~~release ~~versus~~of ~~host~~claims ~~disease,~~against orus. ~~GvHD;~~We estimate that the severance and ~~(iv)~~termination-related ~~older~~costs ~~donor~~will ~~age~~be ~~may~~approximately ~~correspond~~$1.8 million, and we expect to arecord ~~negative~~these ~~impact~~charges onin the ~~patient’s~~second ~~outcome~~quarter of 2024. In ~~addition,~~Our ~~there~~remaining isemployees ~~ethnic~~will continue to support the commercialization of Omisirge and ~~racial~~complete ~~disparity~~our restructuring process. The costs that we expect to incur in ~~access~~connection with our restructuring process, including the workforce reduction, are subject to ~~HSCT:~~a ~~data~~number of assumptions, and actual results may differ materially from ~~2018~~these ~~indicate~~expectations. We may incur additional costs not currently contemplated due to events that ~~white~~may ~~patients~~occur as a result of, ~~European~~or ~~descent~~that are associated with, our restructuring ~~approximately~~process ~~four~~and ~~times~~the ~~more~~workforce ~~likely~~reduction plan. See “Item 1A: Risk Factors – Risks Related to ~~receive~~Our aFinancial ~~transplant~~Position ~~than~~and ~~Black~~Restructuring Process” ~~patients~~for additional information.

Umbilical cord blood is a readily available source of stem cells for patients who need HSCT and do not have a matched related donor. It is easier to find a match when using stem cells derived from cord blood, since a full match is not required for a successful transplant using cord blood. However, on average, a typical cord blood graft contains approximately one-tenth the number of stem and progenitor cells compared to stem cell grafts from adult bone marrow or peripheral blood donors. This lower number of cells may delay engraftment of the donor cells and reconstitution of the immune system. This, in turn, increases both time in the hospital and the likelihood that a patient might contract a life-threatening infection.

Omidubicel, our primary product candidate, is designed to address the limitations of current donor sources used for HSCT. Omidubicel consists of NAM-expanded and enhanced hematopoietic stem cells and differentiated immune cells, including T cells. The final cell therapy product is cryopreserved until the patient is ready to begin the transplant, when it is thawed and infused. Omidubicel has the potential to be a stem cell donor source in two broad patient groups: (i) patients with high-risk leukemias and lymphomas who require HSCT; and (ii) patients with severe hematologic disorders such as severe aplastic anemia. Based on results from our clinical studies, if approved, omidubicel has the potential to improve outcomes as compared to other donor sources and to increase access for patients who cannot find an appropriate donor.

In October 2021, the complete results from our pivotal Phase 3 clinical study of omidubicel in 125 patients with various hematologic malignancies were published in the peer-reviewed medical journal Blood. The trial achieved its primary endpoint of time to neutrophil engraftment as well as all three of the prespecified secondary endpoints. These secondary endpoints were the proportion of patients who achieved platelet engraftment by day 42, the proportion of patients with grade 2 or grade 3 bacterial or invasive fungal infections in the first 100 days following transplant, and the number of days alive and out of the hospital in the first 100 days following transplant. All three secondary endpoints demonstrated statistical significance in an intent-to-treat analysis.

InCell ~~December~~therapies ~~2021,~~involve ~~we reported~~the ~~data~~delivery ~~from an analysis~~ of ahuman ~~subset~~cells ofto 37replace ~~patients~~or ~~from~~repair ~~the~~damaged ~~Phase~~tissue ~~3 randomized trial of omidubicel at Annual Meeting of the American Society of Hematology,~~ or ~~ASH.~~cells ~~The analysis was aimed at investigating the reduced infection rates observed~~ in ~~the~~order ~~study~~to ~~and~~treat ~~showed that the omidubicel-treated patients had more rapid recovery of~~ a ~~wide~~ variety of ~~immune~~cancers ~~cells including CD4+ T cells, B cells, NK cells~~ and ~~dendritic~~other ~~cell subtypes~~diseases. Hematopoietic ~~The~~stem ~~recovery~~cell oftransplantation ~~the~~with ~~immune~~donor ~~system~~cells, ~~provides~~or ~~rationale~~allogeneic ~~for fewer severe bacterial~~HSCT, ~~fungal~~also ~~and~~called ~~viral~~bone ~~infections~~marrow ~~in patients treated with omidubicel. In February 2023 we presented additional data at the Transplantation and Cellular Therapy~~transplantation, oris ~~TCT, Meetings of~~ the ~~American Society~~most ~~for~~frequently ~~Transplantation~~used ~~and Cellular Therapy. These new data focused on peripheral blood lymphocyte counts measured in correlation~~cell ~~with~~therapy ~~time~~ to ~~neutrophil~~treat ~~and~~a ~~platelet~~variety ~~engraftment~~of inhematologic ~~omidubicel-transplanted~~malignancies and ~~standard~~other ~~cord~~serious ~~blood-transplanted patients~~conditions. ~~Seven~~HSCT ~~days post-transplant,~~involves ~~omidubicel-transplanted~~reconstituting ~~patients showed~~ a ~~robust~~patient’s ~~reconstitution~~bone marrow offrom a ~~broad~~population ~~repertoire~~ of ~~immune~~stem ~~cells,~~and ~~which~~progenitor ~~correlated with~~cells ~~successful~~obtained ~~neutrophil~~from ~~engraftment.~~a ~~These~~donor ~~data~~whose ~~support~~blood-forming ~~past~~and ~~findings that omidubicel stimulates faster~~ immune-system-forming ~~recovery~~cells ~~than~~are ~~standard~~effective ~~cord~~at ~~blood~~carrying ~~and~~out ~~may~~their ~~also explain the lower incidence of serious bacterial, fungal and viral infections for omidubicel transplanted patients~~functions.

InThere ~~early~~are ~~2022,~~multiple ~~the FDA agreed~~sources ~~that the initiation~~ of ~~our~~donor ~~rolling~~cells. ~~biologics~~The ~~license~~best ~~application,~~source ~~or BLA, submission~~ for ~~omidubicel~~donor ~~was~~cells ~~appropriate~~is ~~and~~often weviewed ~~initiated~~as ~~the rolling~~a ~~submission~~sibling ~~process.~~who Weis ~~completed~~a ~~submission~~matched ofrelated ~~the~~donor, ~~BLA~~or inMRD, ~~June~~but ~~2022.~~the ~~The~~chances ~~FDA accepted the~~of ~~BLA~~having ina ~~July~~sibling ~~2022.~~match ~~Subsequently,~~in the ~~FDA~~United ~~issued~~States anare ~~information~~only ~~request~~25% ~~and~~to ~~viewed~~30%. ~~the~~The ~~data~~majority inof ~~our~~patients ~~response~~rely ason aalternate ~~major~~sources ~~amendment.~~of Ondonor ~~November 18~~cells, ~~2022,~~including matched weunrelated ~~received correspondence from the U.S. Food and Drug Administration~~donor, or ~~FDA~~MUD, ~~that~~haploidentical, ~~the~~or ~~agency~~“half-matched” ~~had~~donors, ~~updated~~and ~~our~~mismatched ~~previous~~unrelated ~~target action date under the Prescription Drug User Fee Act~~donor, or ~~PDUFA~~MMUD, ~~from~~as ~~January~~well as ~~30,~~umbilical ~~2023~~cord toblood. ~~May 1~~However, ~~2023,~~due ~~for~~to ~~our~~the ~~BLA~~need for ~~omidubicel. In~~genetic matching between the ~~fourth~~patient ~~quarter~~and ofthe ~~2022~~donor, and the ~~Israeli~~potential ~~Ministry~~for ofdisease progression ~~Health~~ and ~~the~~other ~~FDA~~complications ~~completed~~during ~~physical~~the ~~inspections~~time ofneeded ~~our~~to ~~Kiryat~~find ~~Gat~~a ~~facility~~suitable ~~which~~donor, to ~~date,~~many ~~has~~patients ~~resulted~~cannot infind noan ~~FDA~~appropriate ~~483 observations~~donor.

~~Beginning~~According ~~in March 2023, we initiated a strategic restructuring of our business~~ to ~~primarily focus on~~ the ~~commercial~~Center ~~launch of omidubicel, following FDA approval~~for ifInternational ~~granted.~~Blood ~~This~~and ~~launch~~Marrow ~~will~~Transplant ~~involve~~Research, ~~a more limited financial investment than we had previously planned~~ in ~~order~~the toUnited ~~manage our financial resources~~States, ~~resulting~~there inare aapproximately ~~slower~~8,000 ~~ramp~~patients ofabove ~~sales.~~the Toage ~~support a more fulsome commercial launch~~ of ~~omidubicel,~~12 ~~if approved, we intend to seek~~with ~~potential~~hematologic ~~commercial~~malignancies orwho ~~strategic~~undergo ~~partnerships.~~an Weallogeneic ~~plan~~stem tocell ~~engage~~transplant aeach ~~strategic advisor for this process. Potential strategic alternatives that may be evaluated include a sale of our assets or merger of our company~~year, ~~securing additional financing,~~ and ~~commercial~~we orbelieve ~~strategic partnerships~~ that ~~would~~number ~~enable further commercialization and development~~ of ~~our~~patients ~~programs.~~may ~~There~~grow ~~can be no assurance that this strategic~~over ~~review process will result in our pursuing any transaction~~time. We ~~aim~~estimate tothat ~~run~~there ~~this~~are ~~strategic~~approximately ~~review process into the third quarter of 2023. Additionally~~1,700 ~~there~~patients ~~can~~each ~~be no assurances that any particular course of action~~year, ~~business~~who ~~arrangement~~are orabove ~~transaction,~~the orage ~~series~~ of ~~transactions, will~~12 beand ~~pursued, successfully consummated or lead to increased shareholder value. If we~~ are ~~unable~~deemed toeligible ~~secure additional financing or a commercial or strategic partnership~~ for ~~omidubicel,~~an ~~our board of directors may decide to pursue a dissolution and liquidation. In the~~allogeneic ~~event~~stem ofcell ~~such~~transplant ~~liquidation~~but orcannot ~~other~~find ~~wind-down~~an ~~event,~~appropriate ~~holders of our securities may suffer a total loss of their investment~~donor.

We believe the commercial potential for Omisirge consists of two key opportunities: potentially improving outcomes for patients, and potentially increasing access for patients who are currently eligible for transplant and cannot find an appropriate donor. In ~~connection~~2023, six units of Omisirge were delivered for patients. We estimate that in 2028 approximately 10,000 patients who are ages 12 and above with hematologic malignancies will be eligible for transplant and that Omisirge could be the treatment of choice for approximately 10% of this population, based on our ~~strategic~~current launch ~~restructuring:~~trajectory.

● We intend to allocate the vast majority of our resources to support a commercial launch of omidubicel, following approval by the FDA if granted, including manufacturing at our dedicated and certified Kiryat Gat facility. To manage our cash runway, we will hire employees at a reduced pace and reduce planned commercial and medical operating expenses, which we anticipate will result in lower sales than we had previously planned.

● Solely for financial reasons, we are reducing planned investment in the development of our clinical stage NK cell therapy candidate, GDA-201. While we will continue enrollment into the Phase 1/2 clinical trial of GDA-201 for the treatment of follicular and diffuse large B-cell lymphomas, we will not advance any previously planned Phase 2 start-up activities. We intend to complete the treatment of patients in the Phase 1 portion of the Phase 1/2 study; however, following our assessment of the results from Phase 1, we may decide not to proceed with the enrollment of patients in the Phase 2 portion of the study and may wind down the Phase 1/2 study of GDA-201.

● Solely for financial reasons, we will discontinue the development of our engineered NK cell therapy pipeline, including GDA-301, GDA-501, and GDA-601, but will retain the intellectual property rights to develop, sell or license these assets in the future.

● We have implemented a reduction in force to rationalize the employee base to support the new business strategy, which will include closing our Jerusalem research and development facility and terminating the lease or securing a sub-tenant for the space. We expect that we will incur charges of approximately $1.1 million for severance and other employee termination-related costs primarily in the second quarter of 2023.

Our Strategy

Our goal is to deliver curative cell therapies to patients with serious and life-threatening medical conditions. The key strategies to achieve our goal are the following:

●Commercialization ~~Obtain~~of ~~regulatory approval for omidubicel~~ Omisirge in ~~hematologic malignancies. We submitted~~ the ~~full~~United ~~BLA for omidubicel in June 2022, and have been assigned a PDUFA date of May 1, 2023~~States. Our ~~BLA~~strategy ~~was~~is ~~supported~~to byensure ~~data~~Omisirge ~~from~~is ~~our~~made ~~international,~~available ~~multicenter, randomized, pivotal Phase 3 clinical trial that evaluated transplantation with omidubicel compared~~ to ~~standard~~appropriate ~~umbilical cord blood in 125~~ patients ~~with various hematological malignancies~~, including ~~acute~~by ~~lymphocytic~~initially ~~leukemia,~~launching Omisirge orourselves ~~ALL,~~in ~~acute~~the ~~myeloid~~United ~~leukemia,~~States. orWe ~~AML,~~have ~~myelodysplastic~~conducted ~~syndrome,~~market orinsight ~~MDS,~~studies ~~chronic~~to ~~myeloid~~understand ~~leukemia,~~the orunmet ~~CML,~~needs ~~and~~that ~~lymphoma.~~Omisirge ~~The~~can ~~primary endpoint was time to neutrophil engraftment~~potentially address. ~~The~~Based ~~trial~~on ~~achieved~~our ~~its~~current ~~primary~~launch ~~endpoint~~trajectory, asOmisirge ~~well~~has ~~as all three of~~ the ~~prespecified~~potential ~~secondary~~to ~~endpoints.~~treat Ifapproximately ~~omidubicel~~1,000 ispatients ~~approved~~each inyear ~~the~~at ~~United~~peak ~~States~~market share, wewhich ~~may~~would ~~seek~~be ~~regulatory~~approximately ~~approval~~10% inof the ~~European~~addressable ~~Union,~~U.S. orpatient ~~the EU, or other jurisdictions~~population.

●Commencement ~~Initial~~of ~~commercial~~restructuring process. ~~launch~~In 2023, we completed a strategic reprioritization of ~~omidubicel~~our inpipeline to ~~the~~focus ~~United~~our ~~States,~~financial ifresources ~~approved.~~on ~~While~~supporting the ~~BLA~~commercialization ~~for~~of ~~omidubicel~~Omisirge, isreengaged ~~under~~Moelis ~~review~~& byCompany ~~the~~LLC ~~FDA,~~as weour ~~are~~financial advisor, ~~preparing~~and ~~for~~commenced ~~the~~a ~~commercial~~strategic ~~launch~~review ofprocess ~~omidubicel~~seeking into ~~the~~secure ~~United~~a ~~States~~transaction that ~~will~~would ~~involve~~support aexpanded ~~more~~access ~~limited~~to ~~financial~~Omisirge ~~investment~~for ~~than~~patients and ~~previously~~maximize ~~planned,~~value ~~which~~for weour ~~anticipate~~stakeholders. ~~may~~To ~~result~~date, inthis astrategic ~~slower~~review ~~ramp~~process ofhas ~~sales,~~not ~~and~~yielded ~~are~~any ~~assessing~~viable strategic alternatives. ~~for~~As a ~~the~~result, ~~further~~we ~~commercialization~~entered ofinto ~~omidubicel~~the ~~within~~Support ~~the~~Agreement ~~United~~with ~~States.~~Highbridge ~~Additionally,~~to werestructure ~~are~~all ~~developing~~of aour ~~reimbursement~~outstanding ~~strategy~~equity ~~modeled~~and ~~upon~~debt ~~recently~~in ~~approved~~a ~~cell~~voluntary ~~therapies~~restructuring proceeding in ~~oncology~~Israel, ~~including~~and ~~potentially~~we ~~through~~continue ~~the~~to ~~New~~reduce ~~Technology~~our ~~Add-on~~operating ~~Payment~~expenses ~~program~~as we complete our restructuring process in order to maximize value for our stakeholders.

● Cash conservation, strategic review and operational efficiency. In the near-term, we intend to allocate the vast majority of our financial resources to executing a launch of omidubicel, following approval by the FDA if granted, including manufacturing at our dedicated and certified Kiryat Gat manufacturing facility. We also initiated a process to seek potential commercial or strategic partnerships to maximize patient access to omidubicel, if approved. In response to current liquidity challenges, we are managing operational expenses and implementing various cost reduction measures, including implementation of a workforce reduction of approximately 17% in March 2023.2

NAM Cell Expansion Technology

While cell-based therapies have the potential to address a variety of medical conditions, one of the key technical challenges for developing treatments with this approach is the expansion of therapeutically functional cells. In order for cell therapies to be clinically effective, there must be a sufficient quantity of therapeutically active cells for treatment, which requires the donor cells to be expanded in cell culture. While this may increase the number of cells, the functionality of those cells often diverges from the therapeutic functionality of the original donor cells. This shortcoming in the cells used for treatment can result in suboptimal clinical outcomes.

Our NAM cell expansion technology is designed to address this challenge by leveraging the biochemical properties of the small molecule nicotinamide in our manufacturing process. We expand and enhance the number of donor cells while maintaining their functional therapeutic characteristics through the proprietary combination of NAM, intended to maintain silencing of cell differentiation and preservation of gene expression, and particular cytokines which promote cell growth. Our optimized manufacturing process results in robust and replicable batch production, enabling the generation of standardized donor-derived cell products, potentially resulting in better clinical outcomes.

We have presented research describing the mechanism of action for the role of NAM in expanding CD34+ stem cells. The research included transcriptome, transcription factor, and pathway analysis to elucidate the factors that lead to the preservation of engraftment after ex vivo expansion of CD34+ hematopoietic stem cells derived from umbilical cord blood (the starting point for ~~omidubicel~~Omisirge) compared to CD34+ cells grown in the absence of NAM. ~~Analyses~~ Analyses showed that the presence of NAM reduced the expression of genes involved in the production of reactive oxygen and nitrogen species, ~~suggesting~~ suggesting that cell stress was minimized during expansion. In addition, NAM also decreased growth factor of pathways responsible for ~~activation~~ activation and differentiation of hematopoietic stem cells, suggesting NAM expanded cells while keeping them in an undifferentiated state. The presence of NAM also led to a decrease in the expression of genes responsible for matrix metalloproteinase secretion, simulating the ~~microenvironment~~ microenvironment of the bone marrow. Additionally, NAM led to an increased expression of telomerase genes, which is believed to enable cells to remain in a more quiescent, stem-like state. These data provide further scientific rationale for the favorable stem cell engraftment and patient outcomes that were observed in the Phase 3 clinical study of ~~omidubicel~~Omisirge.

Historically, we have also applied NAM technology in developing our NK cell product candidates.

Hematologic Malignancies and Allogeneic HSCT

Overview

Hematologic malignancies are characterized by an abnormal and excessive proliferation of malignant blood cells that replace normal blood cells in the bone marrow and the circulation. In some patients, these cancerous cells proliferate rapidly, requiring urgent treatment. Patients are initially treated with chemotherapy in order to destroy the malignant cells in a rapid manner. However, in most patients, remission is temporary and the disease will return after initial treatment. One of the most effective treatment options for these patients is hematopoietic stem cell transplantation, or HSCT, where the blood-forming cells in the patient are destroyed using chemotherapy, radiation or a combination of both. These patients then receive new bone marrow stem cells from a healthy donor.

Allogeneic HSCT is the transplantation of hematopoietic stem cells, derived from a donor’s bone marrow or peripheral blood, or standard umbilical cord blood. HSCT involves reconstituting a person’s entire blood and bone marrow from a seed population of cells. In some clinical settings, autologous HSCT may be performed, in which cells are derived from the patient and reinfused at a later date. In leukemia and other hematologic malignancies, it is more appropriate to use allogeneic HSCT obtained from a donor, which ensures that the graft does not contain the patient’s malignant cells and leverages the ability of donor cells to fight against a patient’s cancer, which is known as the “graft versus leukemia” effect.

In HSCT, a patient is treated with chemotherapy and/or radiation to destroy the residual cancerous or defective cells that reside in the bone marrow. This procedure, called myeloablation, also destroys the hematopoietic stem cells that are responsible for forming red blood cells, platelets and white blood cells. Stem cells from a donor are then infused into a patient, migrate and home to the bone marrow and begin to proliferate and differentiate into various types of blood cells, eventually leading to a full reconstitution of the bone marrow and immune system.

HSCT is a potentially curative treatment for many refractory and high-risk hematologic malignancies that would otherwise be fatal with conventional therapies. As of 2019, an estimated 600,000 allogeneic HSCT procedures will have been performed worldwide over the past 50 years. In 2016, more than 38,000 such procedures were performed worldwide, and in 2020, more than 8,000 were performed in the United States. From 2010 to 2019, the number of patients receiving an allogeneic HSCT procedure increased by approximately 3% per year in the United States due to multiple factors, including an aging population and new transplant modalities. Approximately 90% of HSCT procedures performed in the United States are for patients with various hematologic malignancies.

Approximately 90% of HSCT procedures performed in the United States are for patients with various hematologic malignancies. Although the number of allogeneic HSCT procedures performed is growing and there are new modalities for the procedure, HSCT continues to have a number of limitations. There are two major areas of unmet need. First, of those who receive a transplant, there is concomitant morbidity and mortality associated with the treatment. Second, a significant number of patients who are candidates for transplant do not receive one in a timely fashion. We believe that ~~omidubicel~~Omisirge can address these significant limitations.

Current Sources of Donor Cells for Allogeneic HSCT

There are multiple potential sources of donor cells for transplants. For each donor, there are various baseline requirements including age and overall health. In general, younger donors produce more and better cells for HSCT than older donors. Donor matching is determined by human leukocyte antigens, or HLA, which are proteins present on most cells and inherited genetically. HLA are recognized by the immune system, and “foreign” or nonmatching HLA may be rejected. Therefore, matching of HLA between bone marrow donor and recipient is needed for a successful transplant outcome.

The best source of donor cells is often viewed as a matched sibling of appropriate age and health, but the chances of having a sibling match are only 25% to 30%. An alternate source of donor cells is a MUD, but non-Caucasian patients have a lower likelihood of finding a MUD. There is ethnic and racial disparity in access to HSCT. Data from 2018 indicate that white patients of European descent are approximately four times more likely to receive a transplant than Black patients. The ability to find a match through this process is particularly challenging for individuals of ethnic backgrounds that are not well-represented in donor databases. Furthermore, it takes approximately two to three months on average to identify an appropriate MUD who is medically suitable and willing to donate. During this lengthy time period, there is a risk of disease recurrence. Over time, the patient may also become ineligible due to other health complications. Moreover, prolonged donor searches heighten anxiety for patients and their families.

If a matched donor cell source is not identified, there are three alternatives for transplant candidates: mismatched unrelated donor, or MMUD, haploidentical donors and umbilical cord donors. Haploidentical, or “half-matched” donors, and MMUD are only partially compatible with the recipient. Because of the immune incompatibility in transplants from such donors, there is a high risk of GvHD, infection and other complications.

Alternatively, donor cells can be obtained from umbilical cord blood. In contrast to adult graft sources, which require a greater degree of matching, matching requirements for cord blood are less stringent than those from unrelated donors, leading to a greater probability for finding a match: 96% for Caucasians of European descent, 81% for Black patients, and 82-91% of other minorities. This obviates the need to go through a prolonged search process with uncertain outcomes in order to find a donor and arrange for the collection of donor cells. Because the donor T cells in cord blood are naïve, meaning that they have not matured, they readily adapt to the recipient and are associated with a low risk of a patient developing GvHD, in particular chronic GvHD. Furthermore, transplantation with cord blood reduces the risk of potential transmission of an infection from an adult donor.

Limitations of Allogeneic HSCT

There are three critical limitations to successful HSCT:

● delays in finding a suitable match, during which disease progression may make patients ineligible for a transplant;

● insufficient number or delayed engraftment of donor cells, leaving patients without a functioning immune system and leading to potentially life-threatening immune deficiency following transplant; and

● lack of long-term compatibility between the donor cells and the patient’s own cells, resulting in potentially fatal GvHD.

~~Omidubicel~~Omisirge is Designed to Address the Limitations of Current Donor Sources for HSCT

In addition to the general limitations of HSCT, the low number of hematopoietic cells in standard umbilical cord blood is a major clinical constraint. With standard umbilical cord blood, the small number of stem cells infused leads to a prolonged time to engraftment, the process by which donor stem cells home to the bone marrow, differentiate, and repopulate the recipient’s blood cells. Longer time to engraftment is associated with a higher rate of post-transplant complications, longer hospitalization time, and an increase in transplant-related mortality. ~~Omidubicel~~Omisirge is designed to address the limitations of current donor sources used for allogeneic HSCT because it expands the number of donor cord blood stem cells while maintaining the cells’ functional therapeutic characteristics. The ~~omidubicel~~Omisirge manufacturing process also enhances cell functionality.

~~Omidubicel~~Omisirge consists of two fractions of a unit of cord blood separated based on the expression of a marker on the surface of individual cells known as CD133. A cell’s CD133 status reflects its “stem cell” properties. Those cells that express CD133 represent a pool of stem or progenitor cells, cells that are capable of generating blood cells that can differentiate into a variety of cell subtypes. The CD133-positive stem or progenitor cells are also capable of reproducing themselves. Once the cells bearing this marker, are isolated, they are cultured using the proprietary NAM technology platform to expand their number while maintaining their regenerative properties. After approximately three weeks, the cells are harvested and cryopreserved.

Those cells that do not express CD133 represent other types of more mature, differentiated cells, including essential components of the immune system such as T cells. These mature cells cannot engraft but can provide immunological support until T cells derived from the stem cell graft recover. The CD133-negative cells are also cryopreserved and retained for use as the second component of omidubicel. The two components collectively are known as “omidubicel,” as approved by the United States Adopted Names Council (USAN).

6Omisirge, the brand name for omidubicel, is shipped cryogenically to transplant centers where both components are thawed and infused to patients on the day of transplantation. The thawing process occurs in a closed system and can also be performed at the patient’s bedside for ease of administration. The cryopreserved product resulted in engraftment results similar to those obtained with non-cryopreserved product in a Phase 1 pilot study at Duke University.

~~Omidubicel~~Omisirge is ~~shipped~~a ~~cryogenically to~~stem ~~transplant~~cell ~~centers~~graft with ~~where~~less ~~both~~stringent ~~components~~matching ~~are~~requirements ~~thawed~~than ~~and~~conventional ~~infused~~HSCT, intended to ~~patients~~reduce onproblems ~~the~~with ~~day~~donor ~~of transplantation~~matching. ~~The~~If ~~thawing~~approved, ~~process~~this ~~occurs~~will inprovide aan ~~closed~~option ~~system~~for ~~and~~the ~~can~~patients ~~also~~who becurrently ~~performed~~have atlengthy ~~the~~searches ~~patient’s~~to ~~bedside~~find ~~for~~a ~~ease~~suitable ofmatch ~~administration.~~and ~~The~~may ~~cryopreserved~~never ~~product~~receive ~~resulted in~~one, ~~engraftment~~thereby ~~results~~creating an ~~similar~~opportunity to ~~those~~improve ~~obtained~~outcomes ~~with~~and ~~non-cryopreserved~~access ~~product~~to inHSCT afor ~~Phase~~such ~~1 pilot study at Duke University~~patients.

●Omisirge ~~Omidubicel~~ is adesigned ~~stem cell graft with less stringent matching requirements than conventional HSCT, intended~~ to ~~reduce~~deliver a ~~problems~~therapeutic ~~with~~dose ~~donor~~of ~~matching.~~stem Ifcells ~~approved,~~that ~~this will provide an option for the patients who currently have lengthy searches to find a suitable match and~~ may ~~never~~lead ~~receive one, thereby creating an opportunity~~ to ~~improve~~rapid ~~outcomes~~engraftment and ~~access~~immune ~~to HSCT for such patients~~reconstitution.

●Omisirge ~~Omidubicel~~provides ~~is designed to deliver~~ a ~~therapeutic~~compatible graft, ~~dose~~observed ofto ~~stem~~reduce ~~cells~~morbidities ~~that~~including ~~may~~GvHD ~~lead to rapid engraftment~~ and ~~immune reconstitution~~infections.

●Given ~~Omidubicel~~these ~~provides~~characteristics, Omisirge may serve as a ~~compatible~~new alternative to existing graft, ~~observed~~modalities toas ~~reduce~~well ~~morbidities~~as ~~including~~expand ~~GvHD~~the ~~and~~transplant ~~infections~~market for those who are unable to find a match.

~~Given~~Omisirge ~~these~~has ~~characteristics,~~Breakthrough ~~omidubicel~~Therapy ~~may~~Designation ~~serve~~from asthe aFDA. ~~new~~Additionally, ~~alternative~~Omisirge toreceived ~~existing~~orphan ~~graft~~drug ~~modalities~~designation asfrom ~~well~~both asthe ~~expand~~FDA and from the ~~transplant~~European ~~market~~Commission for the indication haematopoietic stem cell transplantation. On April 17, 2023, Omisirge received FDA approval for ~~those~~use ~~who~~in ~~are~~adult ~~unable~~and pediatric topatients ~~find~~12 ayears ~~match~~and older with hematologic malignancies planned for umbilical cord blood transplantation following myeloablative conditioning.

~~Omidubicel:~~Omisirge ~~Clinical~~for ~~Trial~~the ~~Results~~Treatment of Bone Marrow Failure Disorders

~~Our~~In ~~clinical~~addition ~~trials~~to ~~of omidubicel~~hematologic ~~include an initial safety evaluation of omidubicel in a Phase 1 pilot study at Duke University~~malignancies, awe ~~Phase~~have ~~1/2~~pursued ~~clinical~~the ~~trial~~development ~~that~~of ~~enrolled 36~~Omisirge ~~patients~~for inthe antreatment ~~international,~~of ~~multicenter,~~severe ~~open-label,~~aplastic ~~single-arm~~anemia ~~trial,~~ and aother ~~Phase~~bone 3marrow ~~clinical~~failure ~~trial~~disorders. Severe ~~that~~aplastic ~~evaluated~~anemia ~~125~~is ~~patients in~~ a ~~pivotal,~~rare ~~international~~disease, ~~multi-center,~~with ~~randomized~~an ~~trial.~~estimated ~~All~~incidence ~~patients~~ in ~~our~~the ~~clinical~~United ~~trials~~States of ~~omidubicel~~600-900 ~~had been previously treated for various hematologic malignancies, including ALL, AML, MDS, CML and lymphoma. These~~ patients ~~were~~per ~~deemed to be in remission and at high risk of subsequent relapse~~year.

Pivotal Phase 3 Trial

In January 2020, we enrolled the last patient in the pivotal, international, multi-center, randomized Phase 3 trial of omidubicel. Initiated in 2017, the study compared omidubicel to single or double standard, unmanipulated umbilical cord blood transplantation. Randomization was stratified by treatment center, disease risk, age and intent to perform single or double cord blood transplant. The primary endpoint of time to neutrophil engraftment was met.

All secondary endpoints-time to platelet engraftment, the incidence of grade 2 or grade 3 bacterial or invasive fungal infections and the number of days alive and out of hospital during the first 100 days following transplantation-were also met.

Phase 3 Study Schema

A total of 125 patients were randomized at 33 centers in the United States, South America, Europe and Asia. These 125 patients formed the basis of the intent-to-treat, or ITT, analysis. Of the 62 patients randomized to omidubicel, 52 were transplanted per protocol with the omidubicel graft. Of the 63 patients randomized to the control arm, 56 were transplanted as per protocol.

Phase 3 Patient Disposition and Analysis Populations

Patient demographics were well-balanced in the two study arms, with a median age in the early 40s. The study population was diverse, with approximately 40% either Black, Asian, Latino or patients characterized under “other”. The majority of patients (over 70%) had acute leukemia. With respect to the transplant, all patients received myeloablative conditioning regimens, with approximately half of the patients receiving a total-body-irradiation regimen, and approximately half receiving a chemotherapy-only conditioning regimen. Myeloablative conditioning therapy is a combination of chemotherapy agents, and in some cases radiotherapy, that is expected to produce low blood counts and is administered in order to reduce the tumor burden, suppress the patient’s immune system, and allow engraftment of donor stem cells. Over 70% of patients had a 4/6 HLA matching cord, either serving as the starting material for omidubicel, or as the standard control. A double cord transplant was intended for two-thirds of patients randomized to the standard cord arm. The omidubicel unit was expanded a median 133-fold to a median of 6.6 x 10e8 CD34+ cells. This provided the patients with a median CD34+ cell dose of 9 x 10e6 CD34+ cells/kg, which is a larger cell dose than can be collected from many healthy adult stem cell donors. In contrast, recipients on the control arm received a median 0.3 x 10e6 CD34+ cells/kg.

Phase 3 Patient Demographics

Phase 3 Baseline Disease and Transplant Characteristics

The primary endpoint was time to neutrophil engraftment, based on recovery of neutrophils, a type of white blood cell that helps fight infections. In the ITT population, the patients randomized to omidubicel engrafted at median of 12 days following transplantation (95% confidence interval 10-15 days). Those randomized to the control arm engrafted at a median of 22 days (95% confidence interval 19-25 days). This was statistically significant (p<0.001). In the as-treated, or AT, analysis, patients who received omidubicel had a median time to neutrophil engraftment of 10 days, vs 20.5 days for the control. The cumulative incidence of neutrophil engraftment was 96% for omidubicel recipients and 89% for the controls.

Cumulative Incidence of Neutrophil and Platelet Engraftment

The results of the study were published in October 2021 in the peer reviewed ASH journal Blood. Results included statistically significant positive results in all three secondary endpoints: platelet engraftment, infections, and hospitalization. Platelets are required for normal blood clotting. Platelet engraftment on day 42 after transplant was achieved in 55% of those randomized to omidubicel and 35% of those randomized to the control arm (ITT). This difference had a p value of 0.028.

Patients randomized to omidubicel were less likely to develop a grade 2 or grade 3 bacterial or invasive fungal infection: 37% versus 57% for those randomized to the control arm (p=0.03). The cumulative incidence of first grade 3 viral infection during the first year after transplantation was also lower for those randomized to omidubicel (10% vs 26%; p=0.02). When looking at the overall number and rate of infections, or infection density, during the first year after transplantation, the risk ratio for all infections, irrespective of severity, was significantly lower among recipients of omidubicel.

Incidence of Serious Bacterial and Viral Infection Post-Transplant

Relative Risk (95% CI) for Bacterial, Viral, and all Infections at One Year

Patients randomized to omidubicel spent a median of 60.5 days alive and out of the hospital during the first 100 days following transplantation, compared to 48 days for control patients (p=0.005).

In the ITT population, the cumulative incidence of non-relapse mortality at 210 days following randomization was 11% for omidubicel and 24% for control. The incidence of relapse at 15 months following randomization was 25% for omidubicel and 17% for the controls. These differences were not statistically different.

Incidence of Non-Relapse Mortality and Incidence of Relapse

There was no statistically significant difference between the omidubicel arm and the control arm in one year overall survival or disease-free survival. The Hazard Ratio of overall survival was 0.57 in favor of omidubicel, p=0.09.

Disease-Free Survival and Overall Survival

The safety profile for omidubicel recipients in this study was consistent with the expected toxicities of allogeneic stem cell transplantation following conditioning therapy, and there was no increase in adverse events, serious adverse events, or infusion reactions in the omidubicel arm compared to control. GvHD is a multisystem disorder that is common in allogeneic HSCT. GvHD occurs when immune cells from a donor graft recognize the transplant recipient host as foreign and initiate an immune reaction. Acute GvHD usually presents around the time of engraftment and manifests as rash, nausea, vomiting, abdominal pain, diarrhea, or increased serum bilirubin. Chronic GvHD is usually diagnosed later during the first year post-transplant, and clinical manifestations include skin involvement, gastrointestinal disease, and increased bilirubin. There was no statistically significant difference between omidubicel and control patients in the cumulative incidence of acute GvHD in the first 100 days post-transplant.

Grade 2-4 acute GvHD was observed in 56% of omidubicel recipients and 43% of controls. The numbers for grade 3/4 (severe) acute GvHD were 14% and 21% for omidubicel and control, respectively. There was also no statistically significant difference in the cumulative incidence of chronic GvHD (all grades, including mild, moderate and severe) in the first year, 35% vs 29% for omidubicel and control, respectively. Overall, the results of the Phase 3 study showed superior hematopoietic recovery, decreased risk of serious infection, and shorter duration of hospitalization in patients treated with omidubicel, with an acceptable safety profile.

In November 2021, we completed a Type B Pre-BLA meeting with the FDA for omidubicel during which the FDA requested that we provide revised analysis of the manufacturing data generated at our manufacturing facility in Kiryat Gat, Israel to demonstrate the analytical comparability of the omidubicel produced at Kiryat Gat to the omidubicel that was produced at the clinical manufacturing sites for the Phase 3 study. In January 2022, we received positive Type B meeting correspondence from the FDA that we had established the requisite analytical comparability. Based on the positive Phase 3 trial results and the comparability analysis, the FDA agreed that the initiation of a rolling BLA submission is appropriate. In February 2022, we initiated the rolling submission process with the FDA, and we submitted the full BLA for omidubicel to the FDA in June 2022. The FDA accepted the BLA in July 2022 with priority review and a PDUFA data of January 30, 2023. Subsequently, the FDA issued an information request and viewed the volume of data required to address the information request as a major amendment. On November 18, 2022, we received correspondence from the FDA that the agency had updated our previous target action date under the PDUFA from January 30, 2023 to May 1, 2023, for our BLA for omidubicel.

Omidubicel has Breakthrough Therapy Designation from the FDA. Additionally, omidubicel received orphan drug designation from both the FDA and from the European Commission for the indication haematopoietic stem cell transplantation.

Phase 1/2 Clinical Trial

The main objective of the Phase 1/2 study was to evaluate the safety and efficacy of omidubicel treatment in patients with hematologic malignancies following myeloablative conditioning therapy. The study compared outcomes against a group of historic controls that were identified from data collected by the Center for International Blood and Marrow Transplant Research, or CIBMTR, which tracks all allogeneic transplants conducted in the United States. From the CIBMTR database, we identified 146 age and disease matched patients who received standard cord blood transplants and served as historic controls.

The primary endpoint of this study was also time to neutrophil engraftment, which was also met. Patients treated with omidubicel recovered their neutrophils (500 cells per microliter) with a median recovery of 11.5 days after transplantation, which is significantly shorter than the 21 days observed in the historic controls (p<0.001). Platelet counts recovered within a median time period of 34 days in the omidubicel treated patients, compared to 46 days in the historic controls (p<0.001). For both neutrophils and platelets, the percentage of patients who achieved engraftment was higher than in the historic controls. The age-adjusted cumulative incidence of neutrophil engraftment at 42 days following transplantation was 94% for omidubicel recipients and 85% for the CIBMTR comparator cohort.

Rates of acute GvHD, chronic GvHD, infections, and hospitalization, as well as safety findings, were similar to those observed in the Phase 3 study.

Omidubicel: Health Economic Implications

The potential clinical advantages of omidubicel could lead to societal benefits such as enabling patients to return to work, spend time with loved ones and enjoy improved quality of life. Omidubicel may also reduce the costs to the healthcare system versus standard cord HSCT due to reductions in health care resource utilization such as potentially shortened isolation and intensive care hospital stays, reduced re-admission rates and decreased severity and rates of infections. At the December 2021 Annual Meeting of ASH, we reported the results of an analysis of resource utilization data from the first 100 days after transplant for 108 patients in the Phase 3 trial showing that the omidubicel-treated patients had significantly shorter durations of hospitalization and intensive care unit stays, and fewer consultant visits, procedures, and transfusions than the patients in the control arm. These data provide further evidence of the clinical benefit associated with the more rapid hematopoietic recovery in patients treated with omidubicel and the corresponding reduction in healthcare resource utilization. These data will help to inform pricing and reimbursement.

Omidubicel for the Treatment of Bone Marrow Failure Disorders

In addition to hematologic malignancies, we are pursuing the development of omidubicel for the treatment of severe aplastic anemia and other bone marrow failure disorders. Severe aplastic anemia is a rare disease, with an estimated incidence in the United States of 600-900 patients per year.

Underlying causes include autoimmune disease, certain medications or toxic substances, and inherited conditions. However, the cause is unknown in approximately half of all cases of severe aplastic anemia. The disease is characterized by stem cells in the bone marrow that are damaged and unable to produce enough new blood cells. This leads to extremely low blood cell counts and platelet levels, and often requires patients to be immediately hospitalized for treatment.

Allogeneic HSCT is the treatment of choice for patients with severe aplastic anemia who have an available matched sibling donor. Among the 2,471 patients with severe aplastic anemia receiving HSCT with a matched sibling donor between 2005 and 2015, the three-year probability of survival was 91% for those younger than 18 years, and 78% for patients 18 years of age or older. Among the 1,751 recipients of HSCT with a MUD during the same period, the probabilities of survival were 78% and 68% for severe aplastic anemia patients under 18 years and greater than or equal to 18 years, respectively. We believe ~~omidubicel~~Omisirge may be able to provide a treatment option for those patients who are unable to locate such a donor in time.

The goal in treating these diseases is to replace defective bone marrow cells with cells derived from cord blood donors. Omidubicel is currently being evaluated in a Phase 1/2 NIH-sponsored clinical trial. In this trial, omidubicel is administered in combination with a reduced conditioning preparative protocol, which is designed to minimize toxicity, in up to 62 patients with severe aplastic anemia or hypoplastic myelodysplastic syndrome, another bone marrow failure disease. This research protocol is designed to evaluate the safety and effectiveness of transplantation with omidubicel to overcome the high incidence of graft rejection associated with standard cord blood HSCT in severe aplastic anemia patients, where graft rejection occurs in up to 50% of subjects. In December 2020, we reported updated and expanded data at the Annual Meeting of ASH that demonstrated that patients with severe aplastic anemia treated with omidubicel achieved sustained early engraftment.6

12The goal in treating these diseases is to replace defective bone marrow cells with cells derived from cord blood donors. Omisirge was evaluated in a Phase 1/2 NIH-sponsored clinical trial. In this trial, Omisirge was administered in combination with a reduced conditioning preparative protocol, which is designed to minimize toxicity, in up to 62 patients with severe aplastic anemia or hypoplastic myelodysplastic syndrome, another bone marrow failure disease. This research protocol was designed to evaluate the safety and effectiveness of transplantation with Omisirge to overcome the high incidence of graft rejection associated with standard cord blood HSCT in severe aplastic anemia patients, where graft rejection occurs in up to 50% of subjects. In December 2020, we reported updated and expanded data at the Annual Meeting of ASH that demonstrated that patients with severe aplastic anemia treated with Omisirge achieved sustained early engraftment.

~~Omidubicel~~Omisirge for the Treatment of Non-Malignant Disorders

~~Omidubicel~~Omisirge has also been ~~tested~~ tested in patients with sickle cell disease, or SCD, for which HSCT is currently the only clinically established cure. The results of our Phase 1/2 clinical trial were published in Blood. Overall, 16 patients with severe SCD were treated, 13 patients with ~~omidubicel~~ Omisirge in conjunction with a standard unit of cord blood, and three patients with standalone ~~omidubicel~~Omisirge. All patients initially engrafted at a median of seven days for double cord and eight days for single cord. Two of the patients died, one due to chronic GvHD and the other due to secondary graft failure. The rate of grades II-IV acute GvHD was 69%, and the rate of grades III-IV acute GvHD was 23%. The engraftment ~~results~~ results were favorable when compared to those from a study of 29 patients with SCD who underwent HSCT with cells from a MUD donor. In that study, 27 of the patients had neutrophil engraftment, and the median time to engraftment was 12 days. There were eight deaths, seven due to GvHD and one due to graft rejection; 19 of 29 were disease-free at two years. While the clinical study in patients with SCD is currently closed, we continue to believe that ~~omidubicel~~Omisirge has potential to replace other allogeneic HSCT procedures in certain hematologic ~~diseases~~ diseases and some metabolic disorders.

Our NK Cell Product Candidates

Our pipeline of NK cell-based cancer immunotherapies is comprised of GDA-201 and three additional preclinical programs that involve modifications intended to direct NK cells against specific tumor markers to improve their cancer killing capabilities in both hematological and solid tumors.

GDA-201 is our lead investigational NK cell-based cancer immunotherapy product candidate. GDA-201 addresses a key limitation in the therapeutic potential of NK cells by increasing the cytotoxicity and in vivo retention and proliferation in the bone marrow and lymphoid organs of NK cells expanded in culture conditions. GDA-201 was evaluated in an investigator-sponsored Phase 1/2 trial for the treatment of NHL and MM. We believe that GDA-201 may have broad potential in both hematologic malignancies and in solid tumors.

In May 2022, we announced the dosing of our first patient in a Phase 1/2 clinical trial of GDA-201 for the treatment of patients with follicular and diffuse large B-cell lymphomas, and patient enrollment in this study is ongoing.

Limitations of Therapeutic Antibodies in Cancer Treatment

NHL is the most common malignancy of B cells. An estimated 77,240 new cases of NHL were diagnosed in the United States in 2020. The five-year survival rate for those with NHL is approximately 73%. The combination of an antibody such as rituximab and chemotherapy is the standard of care for patients with NHL. However, many patients develop resistance to rituximab, and when used as monotherapy, only 15% of patients respond. One mechanism that contributes to this resistance is the inability of patient or autologous NK cells to locate and kill tumor cells that rituximab has bound to. Treatment with donor-derived NK cells may overcome this resistance.

NK Cells: Broad Anti-Cancer Potential

Extensive research efforts are ongoing to generate cellular products for the treatment of cancer patients. There is much interest in the field in the potential of NK cells because they have potent anti-tumor properties. In contrast to other immune cell therapies, NK cells can be used independently from genetic matching, potentially enabling NK cells to serve as a universal donor-based therapy when combined with certain antibodies.

NK cells’ tumor killing activity is greatly enhanced by antibodies that recognize tumor cells, which trigger ADCC. In ADCC, the binding of an antibody to a cell marks it for destruction by NK cells. A number of antibody products have been approved by the FDA as therapeutics in oncology, each of which has limited efficacy as monotherapy. The effectiveness of these antibodies can potentially be enhanced through coadministration with NK cells. A key limitation in the application of NK cells in cell therapy has been the traditionally challenging task of generating sufficient numbers of highly functional NK cells in culture.

GDA-201

We have developed GDA-201, a cell therapy product candidate generated by expansion of healthy donor NK cells using our NAM technology. We believe that GDA-201 has potential application in boosting the innate immune response to cancer. Functional studies have shown that our GDA-201 cells expanded in culture with our NAM technology and the cytokine IL-15 display increased tumor killing activity over NK cells expanded with IL-15 but without NAM. We have also demonstrated ADCC with GDA-201 in combination with antibodies, including rituximab.

An investigator-sponsored Phase 1/2 clinical study of GDA-201 in patients with multiple myeloma, or MM, or NHL was initiated in 2017 at the University of Minnesota. These patients have relapsed or refractory NHL or MM, meaning that their disease has come back after standard therapy and/or they are not responding to standard therapy for their disease. In combination with GDA-201, these patients also receive therapeutic antibodies, which, in the case of NHL, includes rituximab, and in the case of MM, elotuzumab. At the December 2021 Annual Meeting of ASH, we reported two-year follow-up data from the clinical trial on outcomes and cytokine biomarkers associated with survival. The safety profile was consistent with that reported previously: there were no dose limiting toxicities in the 35 treated patients. In 19 patients with lymphoma, the data demonstrated a median duration of response of 16 months (range 5- 36 months), an overall survival at two years of 78% (95% CI, 51%-91%).

Phase 1/2 Study of GDA-201 in Patients with Non-Hodgkin Lymphoma or Multiple Myeloma

Treatment included lymphodepleting chemotherapy with fludarabine and cyclophosphamide followed by two doses of GDA-201 (Days 0 and 2) and low-dose IL-2 (6 million units subcutaneously). Three doses of monoclonal antibodies were administered pre and post GDA-201. The study was designed to determine the maximum tolerated dose of GDA-201 cells. Patients who derived clinical benefit received a second cycle of GDA-201 infusion without lymphodepleting chemotherapy. A total of 35 patients were treated in three cohorts of escalating cellular doses of GDA-201, with a maximum dose of 200 million cell/kg. Sixteen patients with MM and 19 patients with NHL were evaluable. The median age was 61 and the oldest patient was 83 years old. Among the patients with NHL, eight had diffuse large B-cell lymphoma, or DLBC, 10 had follicular lymphoma, or FL, and one had mantle cell lymphoma. Patients were heavily pre-treated with a median of three lines of prior chemotherapy (range 1-8 lines). Four of the NHL patients and three of the MM patients had prior HSCT.

There were no dose limiting toxicities at any of the doses administered. One patient, who initially was thought to have cytokine release syndrome, died of E-coli sepsis. The most common Grade 3 or 4 adverse events were decreased neutrophil count, febrile neutropenia, anemia and low platelet count, generally attributed to lymphodepleting chemotherapy. No neurotoxic events, GvHD or marrow aplasia were observed.

Among the 16 patients with MM, one patient achieved a complete response, and four patients achieved stable disease. Among the 19 patients with NHL, 13 achieved a complete response and one achieved a partial response. Overall response rate among the 19 NHL patients was 74%, with responses observed in 8 patients with FL and 5 patients with DLBCL. Median duration of response was 10 months with a range of 1 - 28 months. In three patients, an initial partial response deepened over time to a complete response: one (patient 009) without any further therapy, and two in the context of a second cycle of GDA-201 and rituximab. Two patients with complete response who received a second cycle of GDA-201 after initial complete response had maintained a complete response after a total of 6 and 12 months, respectively.

Responses in Patients with Lymphoma Treated with GDA-201

Given the results of this study, we have developed a cryopreserved, allogeneic, readily available formulation of GDA-201 to enable further clinical trials. In September 2021, we submitted an IND for a Phase 1/2 clinical trial of GDA-201 for the treatment of patients with follicular and diffuse large B-cell lymphomas. In October 2021, the FDA placed this IND on clinical hold prior to the initiation of patient dosing. The FDA requested modifications in donor eligibility procedures and sterility assay qualification. The FDA removed the clinical hold in April 2022, and we opened enrollment of our Phase 1/2 clinical trial of GDA-201 in patients with follicular and diffuse large B-cell lymphomas in May 2022 and announced the dosing of our first patient in this trial in August 2022. We intend to compete the treatment of patients in the Phase 1 portion of the Phase 1/2 study; however, following our assessment of the results from Phase 1, we may decide not to proceed with the enrollment of patients in the Phase 2 portion of the study and may wind down the Phase 1/2 study of GDA-201.

At the 2023 Transplantation & Cellular Therapy (TCT) Meetings of the American Society for Transplantation & Cellular Therapy and the Center for International Blood and Marrow Transplant Research, new preclinical data on the cryopreserved formulation of GDA-201 was reported, which showed increased potency and enhanced cytotoxicity. GDA-201 cells were tested for viability, phenotyping, function and potency. Previous characterization of GDA-201 showed high levels of CD56, CD16, CD49a and CD62L expression, low levels of CD57, and low levels of immune checkpoints such as LAG3 and CD200R. The analyses showed that cryopreserved GDA-201 exhibited high viability (>90%) and high purity up to 12 months post-manufacturing and preserved the ability to proliferate post-thaw. GDA-201 maintained high levels of expression of CD16, which mediates antibody-dependent cellular toxicity, and CD62L, which is a homing and retention marker. GDA-201 also demonstrated high potency, based on the intracellular secretion of TNF-alpha & IFN-gamma and extracellular degranulation marker CD107a.

Additional NK Cell Product Candidates in Our Portfolio

We have developed other NAM-enabled genetically modified NK cell product candidates, which utilize CAR, membrane bound- and CRISPR-mediated strategies to increase targeting, potency and persistence against hematologic malignancies and solid tumors. As part of our strategic restructuring, in March 2023 we discontinued development of this preclinical pipeline. We will, however, maintain the intellectual property rights to the portfolio, which includes the following candidates:

● GDA-301: Knockout of CISH, or cytokine inducible SH2 containing protein, in NK cells using CRISPR/Cas9 in combination with a membrane-bound IL-15/IL-15Ra. Designed to improve tumor killing by promoting activation of NK cells and inhibiting negative feedback signals. Potential applications exist across a range of solid tumors and hematologic malignancies. Data presented at the International Society for Cell & Gene Therapy, or ISCT, 2022 meeting demonstrated that after six hours of co-culture with a chronic myelogenous leukemia (K562) or multiple myeloma (RPMI) cell line, GDA-301, a combined genetic manipulation of CISH gene editing and the engineered expression of mb IL-15, showed increased cytotoxicity compared with control NAM-NK cells. Additional in vitro assays showed elevation of degranulation marker CD107a, intracellular proinflammatory cytokines interferon-γ and tumor necrosis factor-α, suggesting increased potency of GDA-301 compared with control cells. The potency and cytotoxicity data suggest that GDA-301 represents a novel potential immunotherapeutic targeting hematologic malignancies as well as solid tumors.

● GDA-501: CAR-engineered NK cells to target HER2+ solid tumors with the potential to enhance homing and activation against cancers with HER2 overexpression, including breast, ovarian, lung, bladder, and gastric cancers. At the 2022 Society of Immunotherapy of Cancer, or SITC, annual meeting, we announced new preclinical data on GDA-501 that provide support for its continued preclinical development. GDA-501 displayed significantly enhanced in vitro cytotoxicity when cultured with HER2+ targeted cancer cells, as well as increased potency based on elevated levels of proinflammatory cytokines and biomarkers compared with control cells. Importantly, increased cytotoxicity and potency were persistent. These preclinical data demonstrate potent antitumor activity.

● GDA-601: Knockout of CD38 on NK cells to avoid fratricide by CD38-targeting antibodies in combination treatment of multiple myeloma, combined with a CD38 CAR designed to enhance killing of multiple myeloma cells. Data presented at the ISCT 2022 meeting showed that in vitro killing assays, performed six hours after co-culture of GDA-601 with a MM (RPMI) cell line, showed increased cytotoxicity compared with control NAM-NK cells. Fratricide attributable to CD38 antigen was effectively eliminated with GDA-601. There was a significant enhancement of potency against CD38-positive MM cells demonstrated by elevation of the degranulation marker CD107a, intracellular proinflammatory cytokines interferon-γ and tumor necrosis factor-α in vitro. These results suggest that GDA-601 displays superior antitumoral responses against MM cells and represent a promising adoptive cell therapeutic strategy against MM.

Competition

The biotechnology and pharmaceutical industries are characterized by rapidly advancing technologies, intense competition and a strong emphasis on proprietary products. While we believe that our technology platform, development experience and scientific knowledge provide us with competitive advantages, we face potential competition from many different sources, including major pharmaceutical, specialty pharmaceutical and biotechnology companies, academic institutions and governmental agencies and public and private research institutions. Any product candidates that we successfully develop and commercialize will compete with existing therapies and new therapies that may become available in the future.

We anticipate intensifying competition in the field of cell therapies as new therapies are approved and advanced technologies become available.

Many of our competitors will have substantially greater financial, technical and human resources. Competitors may also have more experience developing, obtaining approval for, and marketing novel treatments in the indications we are pursuing. These factors could give our competitors an advantage over us in recruiting and retaining qualified personnel, completing clinical development, and commercializing their products. Competitors that are able to obtain FDA or other regulatory approval for their products more rapidly than we can for our products may also establish a stronger market position, diminishing our commercial opportunity. Key considerations that would impact our capacity to effectively compete include the efficacy, safety, ease of use, as well as pricing and reimbursement of our products.

16There are several clinical-stage development programs that seek to improve human umbilical cord blood transplantation through the use of an allogeneic HSCT graft. Companies active in this area include, but are not limited to: ExCellThera, Garuda Therapeutics and Bellicum Pharmaceuticals.

There are several clinical-stage development programs that seek to improve human umbilical cord blood transplantation through the use of an allogeneic HSCT graft. In addition, there are clinical-stage development programs that focus on natural killer cells. Companies active in these areas include, but are not limited to:7

Allogeneic HSCT Graft: ExCellThera, Garuda Therapeutics and Bellicum Pharmaceuticals; and

Natural Killer Cell Portfolio: Takeda Pharmaceutical Company, Fate Therapeutics, Artiva, Sanofi, MiNK Therapeutics, ONK Therapeutics, Shoreline, Cellularity, NKarta, Wugen, Century Therapeutics, Appia Bio and FujiFilm Cellular Dynamics.

Manufacturing

~~Omidubicel~~Omisirge is currently manufactured at our Kiryat Gat, Israel facility using a scalable process with well-defined unit operations. This highly specialized and precisely controlled manufacturing process enables us to manufacture product candidates reproducibly and efficiently for clinical and commercial applications. In the fourth quarter of 2022, the Israeli Ministry of Health and the FDA completed physical inspections of our Kiryat Gat facility which, to date, has resulted in no FDA 483 observations. IfWe ~~omidubicel~~have ~~is approved for marketing by the FDA, we plan to~~ commercially ~~manufacture omidubicel~~manufactured Omisirge for sale in the United States at our Kiryat Gat, Israel manufacturing facility insince August 2023.

We currently rely on third-party clinical cell processing facilities and contract manufacturers for all our required raw materials, active ingredients and finished products for our ~~preclinical research and~~ clinical ~~trials.~~trial, ~~In addition~~and, we currently rely on third parties for supply of our required raw materials and active ingredients for ~~omidubicel~~Omisirge.

Marketing, Sales and Distribution

Our strategy is to ensure ~~omidubicel~~Omisirge is made available to appropriate patients ~~upon FDA approval~~. ~~While~~The ~~the BLA for omidubicel is under review by the FDA, we are preparing for a~~ commercial launch of ~~omidubicel~~Omisirge in the United States, ~~that~~which ~~will~~was ~~require~~highly afocused ~~more~~due to our limited ~~investment~~financial ~~resulting~~runway and available cash balance, has resulted in a ~~slower~~ slow ramp of sales. We have conducted market insight studies to understand the unmet needs that ~~omidubicel~~Omisirge can potentially address. IfBased ~~omidubicel were~~on ~~to be fully distributed to all appropriate patients in~~ the ~~U.S.~~current ~~market~~launch trajectory, we ~~would~~ anticipate that ~~upon~~Omisirge has ~~reaching~~the ~~peak~~potential ~~market~~to ~~share~~treat approximately1, ~~which~~000 ~~would~~patients, beor ~~20 – 25~~10% of the addressable ~~U.S.~~stem ~~patient~~cell ~~population,~~transplant ~~omidubicel~~market ~~has~~annually ~~the~~at ~~potential~~peak ~~to treat approximately 2,000 –~~market ~~2,500 patients each year~~share.

If we receive regulatory approvals for omidubicel, we intend, where appropriate, to pursue commercialization relationships, including strategic alliances and licensing arrangements with pharmaceutical companies and other strategic partners that are equipped to market or sell our products through their well-developed sales, marketing and distribution organizations in such countries.

Intellectual Property

We strive to protect and enhance the proprietary technologies, inventions, products and product candidates, methods of manufacture, methods of using our products and product candidates, and improvements thereof that are commercially important to our business. We protect our proprietary intellectual property by, among other things, filing patent applications in the United States and in jurisdictions outside of the United States covering our proprietary technologies, inventions, products and product candidates, methods, and improvements that are important to the development and implementation of our business.

As of December 31, ~~2022~~2023, we own 3328 issued patents and 6156 pending patent applications worldwide, including ~~five~~eight U.S. issued patents, six pending U.S. non-provisional patent applications and three pending PCT applications.

17We own four issued patents in the United States and eight issued foreign patents related to Omisirge. The patents that we own outside of the United States are granted in Australia, Europe, Israel, Japan, Singapore, and South Africa. In addition, we own two pending U.S. non-provisional patent applications and 14 pending foreign patent applications related to Omisirge. These patents and pending patent applications contain composition-of-matter claims to Omisirge, and claims to methods of producing and methods of treatment using Omisirge. Not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely, these patents, and if granted, these patent applications, will expire from 2024 to 2038. In particular, taking into account patent term adjustment, but not regulatory extension, U.S. Patent No. 7,955,852, which relates to methods of expanding a population of hematopoietic stem cells by culturing the cells with nicotinamide or nicotinamide analogs, expires in 2024, assuming that all annuity and/or maintenance fees are paid timely. U.S. Patent No. 8,846,393, EP Patent No. 1974012, JP Patent No. 5102773 and IL Patent No. 191669, which relate to methods of enhancing cell homing and engraftment potential of hematopoietic stem cells by expansion in the presence of nicotinamide, expire in 2026, not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely. U.S. Patent No. 11,746,325, which relates to methods of treating a hematological disease using cells that were obtained from umbilical cord blood and cultured using nicotinamide, expires in 2037, not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely. U.S. Patent No. 11,730,771, and JP Patent No. 7295810, which relate to methods of preparing an umbilical cord blood unit for transplantation by culturing cells from the unit in nicotinamide, expire in 2038, not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely.

We own two issued patents in the United States and 17 issued foreign patents related to our omidubicel product candidate. The patents that we own outside of the United States are granted in Australia, Canada, Europe, Hong Kong, Israel, Japan, Singapore, and South Africa. In addition, we own two pending U.S. non-provisional patent applications and 16 pending foreign patent applications related to our omidubicel product candidate. These patents and pending patent applications contain composition-of-matter claims to our omidubicel product candidate, and claims to methods of producing and methods of treatment using omidubicel. Not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely, these patents, and if granted, these patent applications, will expire from 2023 to 2038. In particular, U.S. Patent No. 7,955,852, EP Patent No. 1576089, EP Patent No. 2206773, JP Patent No. 4738738, and IL Patent No. 163180, which relate to methods of expanding a population of hematopoietic stem cells by culturing the cells with nicotinamide or nicotinamide analogs, and transplantable cell populations produced by these methods, expire in 2023, not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely and U.S. Patent No. 8,846,393, EP Patent No. 1974012, JP Patent No. 5102773 and IL Patent No. 191669, which relate to methods of enhancing cell homing and engraftment potential of hematopoietic stem cells by expansion in the presence of nicotinamide, expire in 2026, not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely.

We own 11one issued ~~foreign~~patent in the United States and 12 issued foreign patents related to GDA-201. The patents that we own outside of the United States are granted in Australia, China, Canada, Europe, Hong Kong, Israel, ~~Canada,~~ and Japan. In addition, we own four pending U.S. non-provisional patent applications, one pending PCT patent application and 3633 pending foreign patent applications related to our GDA-201 product candidate. These patents and pending patent applications contain composition-of-matter claims to our GDA-201 product candidate, and claims to methods of producing and methods of treatment using our GDA-201 product candidate. Not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely, these patents, and if granted, the U.S. non-provisional patent applications and foreign patent applications, will expire from 2030 to 2040, and patents, and if granted, patent applications claiming priority to the PCT application will expire in 2042. In particular, EP Patent No. 2519239, EP Patent No. 3184109, JP Patent No. 5943843, JP Patent No. 6215394, IL Patent No. 220660, IL Patent No. 259642, CA Patent No. 2,785,627 and CN Patent No. ZL201710426660.X, which relate to methods of expanding a population of natural killer cells by culturing the cells with nicotinamide or nicotinamide analogs, and transplantable cell populations produced by these methods, expire in 2030, not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely. U.S. Patent No. 11,834,677 and JP Patent No. 7,239,567, which relate to methods of preparing NK cells for transplantation by culturing the cells with nicotinamide, expire in 2038, not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely.

We own one PCT application ~~related~~ related to GDA-301 and GDA-601. This pending PCT application contains composition-of-matter claims to our GDA-301 and GDA-601 product candidates, and claims to methods of producing and methods of treatment using our GDA-301 and GDA-601 product candidates. Not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely, patent applications claiming priority to this U.S. PCT, if granted, would expire in 2042.

We own two PCT applications related to GDA-501. These PCT applications contain composition-of-matter claims to our GDA-501 product candidate, and claims to methods of producing and methods of treatment using our GDA-501 product candidate. Not accounting for any patent term adjustment, regulatory extension or terminal disclaimers, and assuming that all annuity and/or maintenance fees are paid timely, patent applications claiming priority to these PCT applications, if granted, would expire in 2042.

In addition, we filed for and obtained trademark registration in the China, Europe, Hong Kong, Mexico, Canada, Brazil, Russian Federation, Israel, Great Britain and WIPO (International) for “Gamida Cell”, and in Israel for “Symrepliq”, “Gamida-Cell Assist”, “Nampluri”, “Namrepli”, “Namtypic”, “Omisirge” and “Omplusto”. We also rely upon trade secrets, know-how and continuing technological innovation to develop, strengthen and maintain our competitive position.

18The term of individual patents depends upon the legal term for patents in the countries in which they are obtained. In most countries in which we have filed, including the United States, the patent term is 20 years from the earliest filing date of a non-provisional patent application. In the United States, a patent’s term may be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the USPTO in examining and granting a patent or may be shortened if a patent is terminally disclaimed over an earlier filed patent. The term of a patent that covers a drug or biological product may also be eligible for patent term extension when FDA approval is granted for a portion of the term effectively lost as a result of the FDA regulatory review period, subject to certain limitations and provided statutory and regulatory requirements are met. Any such patent term extension can be for no more than five years, only one patent per approved product can be extended, the extension cannot extend the total patent term beyond 14 years from approval, and only those claims covering the approved drug, a method for using it or a method for manufacturing it may be extended. We may not receive an extension if we fail to exercise due diligence during the testing phase or regulatory review process, fail to apply within applicable deadlines, fail to apply prior to expiration of relevant patents or otherwise fail to satisfy applicable requirements. Moreover, the length of the extension could be less than we request. We expect to apply for applicable patent term extensions on issued patents we may obtain in the future covering our product. There can be no assurance that any of our pending patent applications will issue or that we will benefit from any patent term extension or favorable adjustment to the term of any of our patents.

The term of individual patents depends upon the legal term for patents in the countries in which they are obtained. In most countries in which we have filed, including the United States, the patent term is 20 years from the earliest filing date of a non-provisional patent application. In the United States, a patent’s term may be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the USPTO in examining and granting a patent or may be shortened if a patent is terminally disclaimed over an earlier filed patent. The term of a patent that covers a drug or biological product may also be eligible for patent term extension when FDA approval is granted for a portion of the term effectively lost as a result of the FDA regulatory review period, subject to certain limitations and provided statutory and regulatory requirements are met. Any such patent term extension can be for no more than five years, only one patent per approved product can be extended, the extension cannot extend the total patent term beyond 14 years from approval, and only those claims covering the approved drug, a method for using it or a method for manufacturing it may be extended. We may not receive an extension if we fail to exercise due diligence during the testing phase or regulatory review process, fail to apply within applicable deadlines, fail to apply prior to expiration of relevant patents or otherwise fail to satisfy applicable requirements. Moreover, the length of the extension could be less than we request. In the future, if and when our product candidates receive approval from the FDA or foreign regulatory authorities, we expect to apply for patent term extensions on issued patents we may obtain in the future covering those products, depending upon the length of the clinical trials for each product and other factors. There can be no assurance that any of our pending patent applications will issue or that we will benefit from any patent term extension or favorable adjustment to the term of any of our patents.

Provisional patent applications are not eligible to become issued patents until, among other things, we file a non-provisional patent application within 12 months of filing of one or more of our related provisional patent applications. If we do not timely file any non-provisional patent applications, we may lose our priority date with respect to our provisional patent applications and any patent protection on the inventions disclosed in our provisional patent applications.

As with other biotechnology and pharmaceutical companies, our ability to establish and maintain our proprietary and intellectual property position for our product candidates will depend on our success in obtaining effective patent claims and enforcing those claims if granted. There can be no assurance that any of our current or future patent applications will result in the issuance of patents or that any of our current or future issued patents will provide any meaningful protection of our product candidates or technology. For more information regarding the risks related to our intellectual property, see “Item 1A: Risk Factors-Risks Related to Our Intellectual Property.”9

As with other biotechnology and pharmaceutical companies, our ability to establish and maintain our proprietary and intellectual property position for our product will depend on our success in obtaining effective patent claims and enforcing those claims if granted. There can be no assurance that any of our current or future patent applications will result in the issuance of patents or that any of our current or future issued patents will provide any meaningful protection of our product or technology. For more information regarding the risks related to our intellectual property, see “Item 1A: Risk Factors-Risks Related to Our Intellectual Property.”

Research Grants

Grants under the Innovation Law

Under the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, and the provisions of the applicable regulations, rules, procedures and benefit tracks, (collectively, referred to as the “Innovation Law”), research and development programs that meet specified criteria and are approved by a committee of the IIA are eligible for grants. The grants awarded are typically up to 50% of the project’s expenditures, as determined by the research committee and subject to the benefit track under which the grant was awarded. A company that receives a grant from the IIA, or a grant recipient, is typically required to pay royalties to the IIA on income generated from products incorporating know-how developed using such grants (including income derived from services associated with such products), until 100% of the U.S. dollars linked grant plus annual ~~LIBOR~~ interest is repaid. The rate of royalties to be paid may vary between different benefits tracks, as shall be determined by the IIA. Under the regular benefits tracks the rate of royalties varies from 3% to 3.5% of the income generated from the IIA-supported products. The obligation to pay royalties is contingent on actual income generated from such products and services. In the absence of such income, no payment of such royalties is required.

The terms of the grants under the Innovation Law also generally require that the products developed as part of the programs under which the grants were given be manufactured in Israel and that the know-how developed thereunder may not be transferred outside of Israel, unless a prior written approval is received from the IIA (such approval is not required for the transfer of a portion of the manufacturing capacity which does not exceed, in the aggregate, 10% of the portion declared to be manufactured outside of Israel in the applications for funding, in which case only notification is required) and additional payments are required to be made to the IIA. It should be noted that this does not restrict the export of products that incorporate the funded know-how. See “Item 1A: Risk Factors-Risks Related to Israeli Law and Our Operations in Israel” for additional information.

Since our incorporation, we have received grants from the IIA relating to various projects. We were members of Bereshit Consortium, sponsored by IIA in which ~~certain~~ certain of our technologies were developed, such program does not require payments of royalties to the IIA, but all other restrictions under the Innovation Law, such as local manufacturing obligations and know-how transfer limitations, as further detailed hereunder, are ~~applicable~~ applicable to the know how developed by us with the funding received in such consortium program. NoAs ~~royalties~~of ~~have~~December ~~been~~31, ~~paid~~2023, towe ~~the~~had ~~IIA in respect~~accrued royalties of ~~any~~$61 ~~grant.~~thousand, ~~Our~~which ~~total~~were ~~outstanding~~paid ~~obligation~~ to the IIA, ~~including~~in the ~~interest~~first ~~accrued~~quarter ~~through~~of 2024. As of December 31, ~~2022~~2023, ~~amounts~~we tohave ~~approximately~~ received $4337.51 million in grants from the IIA, of which $372.76 million is ~~royalty~~non-royalty bearing grants. Our total outstanding obligation to the IIA, ~~and~~through December 31, 2023, amounts to approximately $243.67 million of which $9.3 million is ~~non-royalty-bearing~~interest ~~grants~~accrued.

Government Regulation in the U.S.

The FDA and other regulatory authorities at federal, state, and local levels, as well as in non-U.S. countries, extensively regulate, among other things, the research, development, testing, manufacture, quality control, import, export, safety, effectiveness, labeling, packaging, storage, distribution, record keeping, approval, advertising, promotion, marketing, post-approval monitoring, and post-approval reporting of biologics such as ~~those we are developing~~Omisirge. We, along with third-party contractors, will be required to navigate the various preclinical, clinical and commercial approval requirements of the governing regulatory agencies of the countries in which we wish to conduct studies or seek approval or licensure of our product candidates.

The process required by the FDA before biologic product candidates may be marketed in the United States generally involves the following:

● completion of preclinical laboratory tests and animal studies performed in accordance with the FDA’s Good Laboratory Practices, or GLP, regulation;

● submission to the FDA of an IND, which must become effective before clinical trials may begin and must be updated annually or when significant changes are made;

● approval by an independent Institutional Review Board, or IRB, or ~~ethics~~a ~~committee~~positive Ethics Committee opinion at each clinical site before the trial is commenced;

~~● performance of adequate and well-controlled human clinical trials to establish the safety, purity and potency of the proposed biologic product candidate for its intended purpose;~~10

●performance ~~preparation~~ of adequate and well-controlled ~~submission~~human toclinical ~~the~~trials ~~FDA~~to ofestablish athe ~~Biologics~~safety, ~~License~~purity ~~Application,~~and orpotency ~~BLA,~~of ~~after~~the ~~completion~~proposed ofbiologic ~~all~~product ~~pivotal~~candidate ~~clinical~~for ~~trials~~its intended purpose;

●preparation aof ~~determination~~and bysubmission to the FDA ~~within 60 days~~ of ~~its receipt of~~ a ~~BLA~~Biologics toLicense ~~file~~Application, ~~the~~or ~~application~~BLA, ~~for~~after ~~review; satisfactory~~ completion of anall ~~FDA~~pivotal ~~Advisory~~clinical ~~Committee review, if applicable~~trials;

●a ~~satisfactory~~determination ~~completion~~by ofthe an FDA ~~pre-approval~~within 60 ~~inspection~~days of ~~the~~its ~~manufacturing~~receipt ~~facility~~of ora ~~facilities~~BLA ~~at which the proposed product is produced~~ to ~~assess~~file ~~compliance with current Good Manufacturing Practices, or cGMP, and to assure that~~ the ~~facilities,~~application ~~methods~~for ~~and~~review; ~~controls~~satisfactory ~~are~~completion ~~adequate to preserve the biological product’s continued safety, purity and potency, and~~ of ~~selected~~an ~~clinical~~FDA ~~investigation~~Advisory ~~sites~~Committee ~~to assess compliance with Good Clinical Practices~~review, if ~~or GCP~~applicable; ~~and~~

●satisfactory ~~FDA~~completion ~~review~~of ~~and~~an FDA pre-approval inspection of the ~~BLA~~manufacturing tofacility ~~permit~~or ~~commercial~~facilities ~~marketing~~at ofwhich the proposed product ~~for~~is ~~particular~~produced ~~indications~~to ~~for~~assess ~~use~~compliance with incurrent Good Manufacturing Practices, or cGMP, and to assure that the ~~United~~facilities, ~~States.~~methods and controls are adequate to preserve the biological product’s continued safety, purity and potency, and of selected clinical investigation sites to assess compliance with Good Clinical Practices, or GCP; and

~~Preclinical~~FDA review and ~~Clinical~~approval ~~Development~~of the BLA to permit commercial marketing of the product for particular indications for use in the United States.

~~Prior~~Clinical to beginning the first clinical trial with a product candidate, we must submit an IND to the FDA. An IND is a request for authorization from the FDA to administer an investigational new drug product to humans. The central focus of an IND submission is on the general investigational plan and the protocol(s) for clinical studies. The IND also includes results of animal and in vitro studies assessing the toxicology, pharmacokinetics, pharmacology, and pharmacodynamic characteristics of the product; chemistry, manufacturing, and controls information; and any available human data or literature to support the use of the investigational product. An IND must become effective before human clinical trials may begin. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises safety concerns or questions about the proposed clinical trial. In such a case, the IND may be placed on clinical hold and the IND sponsor and the FDA must resolve any outstanding concerns or questions before the clinical trial can begin. Submission of an IND therefore may or may not result in FDA authorization to begin a clinical trial.Development

For purposes of BLA approval, human clinical trials are typically conducted in three sequential phases that may overlap.

● Phase 1: The investigational product is initially introduced into patients with the target disease or condition. These studies are designed to test the safety, dosage tolerance, absorption, metabolism and distribution of the investigational product in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence on effectiveness.

● Phase 2: The investigational product is administered to a limited patient population with a specified disease or condition to evaluate the preliminary efficacy, optimal dosages and dosing schedule and to identify possible adverse side effects and safety risks. Multiple Phase 2 clinical trials may be conducted to obtain information prior to beginning larger and more expensive Phase 3 clinical trials.

● Phase 3: The investigational product is administered to an expanded patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the investigational product and to provide an adequate basis for product approval.

In some cases, the FDA may require, or companies may voluntarily pursue, additional clinical trials after a product is approved to gain more information about the product. These so- called Phase 4 studies may be made a condition to approval of the BLA. In addition, the FDA may require post-marketing commitments following approval. Concurrent with clinical trials, companies may complete additional animal studies and develop additional information about the biological characteristics of the product candidate, and must finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the product candidate and, among other things, must develop methods for testing the identity, strength, quality and purity of the final product, or for biologics, the safety, purity and potency. Compliance with Good Tissue Practices, or GTPs, is also required to the extent applicable. These are FDA regulations and guidance documents that govern the methods used in, and the facilities and controls used for, the manufacture of human cells, tissues, and cellular and tissue based products, or HCT/Ps, which are human cells or tissue intended for implantation, transplant, infusion, or transfer into a human recipient. The primary intent of the GTP requirements is to ensure that cell and tissue based products are manufactured in a manner designed to prevent the introduction, transmission and spread of communicable disease. Good Tissue Practices regulations also require tissue establishments to register and list their HCT/Ps with the FDA and when applicable, to evaluate donors through screening and testing. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

BLA Submission and Review

Assuming successful completion of all required testing in accordance with all applicable regulatory requirements, the results of product development, nonclinical studies and clinical trials are submitted to the FDA as part of a BLA requesting approval to market the product for one or more indications. The BLA must include all relevant data available from pertinent preclinical and clinical studies, including negative or ambiguous results as well as positive findings, together with detailed information relating to the product’s chemistry, manufacturing, controls, and propose labeling, among other things. The submission of a BLA requires payment of a substantial application user fee to FDA, unless a waiver or exemption applies.

Once a BLA has been submitted, the FDA’s goal is to review standard applications within ten months after it accepts the application for filing, or, if the application qualifies for priority review, six months after the FDA accepts the application for filing. The FDA may issue a refusal-to-file letter if the BLA is not sufficiently complete to permit substantive review. In both standard and priority reviews, the review process is often significantly extended by FDA requests for additional information or clarification. The FDA reviews a BLA to determine among other things, whether a product is safe, pure and potent and the facility in which it is manufactured, processed, packed, or held meets standards designed to assure the product’s continued safety, purity and potency. The FDA may convene an advisory committee to provide clinical insight on application review questions. Before approving a BLA, the FDA will typically inspect the facility or facilities where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirements and adequate to assure consistent production of the product within required specifications. Additionally, before approving a BLA, the FDA will typically inspect one or more clinical sites to assure compliance with GCP. If the FDA determines that the application, manufacturing process or manufacturing facilities are not acceptable, it will outline the deficiencies in the submission and often will request additional testing or information. Notwithstanding the submission of any requested additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval.

After the FDA evaluates a BLA and conducts inspections of manufacturing facilities where the investigational product will be produced, the FDA may issue an approval letter or a Complete Response letter. An approval letter authorizes commercial marketing of the product with specific prescribing information for specific indications. A Complete Response letter will describe all of the deficiencies that the FDA has identified in the BLA, except that where the FDA determines that the data supporting the application are inadequate to support approval, the FDA may issue the Complete Response letter without first conducting required inspections, testing submitted product lots, and/or reviewing proposed labeling. In issuing the Complete Response letter, the FDA may recommend actions that the applicant might take to place the BLA in condition for approval, including requests for additional information or clarification. The FDA may delay or refuse approval of a BLA if applicable regulatory criteria are not satisfied, require additional testing or information and/or require post-marketing testing and surveillance to monitor safety or efficacy of a product.

If regulatory approval of a product is granted, such approval will be granted for particular indications and may entail limitations on the indicated uses for which such product may be marketed. For example, the FDA may approve the BLA with a Risk Evaluation and Mitigation Strategy, or REMS, to ensure the benefits of the product outweigh its risks. A REMS is a safety strategy to manage a known or potential serious risk associated with a product and to enable patients to have continued access to such medicines by managing their safe use, and could include medication guides, physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. The FDA also may condition approval on, among other things, changes to proposed labeling or the development of adequate controls and specifications. Once approved, the FDA may withdraw the product approval if compliance with pre- and post-marketing requirements is not maintained or if problems occur after the product reaches the marketplace. The FDA may require one or more Phase 4 post-market studies and surveillance to further assess and monitor the product’s safety and effectiveness after commercialization, and may limit further marketing of the product based on the results of these post-marketing studies.

Post-Approval Requirements

Any products manufactured or distributed by us pursuant to FDA approvals are subject to pervasive and continuing regulation by the FDA, including, among other things, requirements relating to record-keeping, reporting of adverse experiences, periodic reporting, product sampling and distribution, and advertising and promotion of the product. After approval, most changes to the approved product, such as adding new indications or other labeling claims, are subject to prior FDA review and approval. There also are continuing user fee requirements, under which FDA assesses an annual program fee for each product identified in an approved BLA. Biologic manufacturers and their subcontractors are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with cGMP, which impose certain procedural and documentation requirements upon us and our third-party manufacturers.

Changes to the manufacturing process are strictly regulated, and, depending on the significance of the change, may require prior FDA approval before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP and impose reporting requirements upon us and any third-party manufacturers that we may decide to use. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain compliance with cGMP and other aspects of regulatory compliance.

The FDA may withdraw approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved labeling to add new safety information; imposition of post-market studies or clinical studies to assess new safety risks; or imposition of distribution restrictions or other restrictions under a REMS program. Other potential consequences include, among other things:

●

restrictions on the marketing or manufacturing of a product, complete withdrawal of the product from the market or product recalls;

●

fines, warning letters or holds on post-approval clinical studies;

●

refusal of the FDA to approve pending applications or supplements to approved applications, or suspension or revocation of existing product approvals;

●

product seizure or detention, or refusal of the FDA to permit the import or export of products; or

●

injunctions or the imposition of civil or criminal penalties.

The FDA closely regulates the marketing, labeling, advertising and promotion of biologics. A company can make only those claims relating to safety and efficacy, purity and potency that are approved by the FDA and in accordance with the provisions of the approved label. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses. Failure to comply with these requirements can result in, among other things, adverse publicity, warning letters, corrective advertising and potential civil and criminal penalties. Physicians may prescribe legally available products for uses that are not described in the product’s labeling and that differ from those tested by us and approved by the FDA. Such off-label uses are common across medical specialties. Physicians may believe that such off-label uses are the best treatment for many patients in varied circumstances. The FDA does not regulate the behavior of physicians in their choice of treatments. The FDA does, however, restrict manufacturer’s communications on the subject of off-label use of their products.

Breakthrough Therapy Designation

A sponsor may seek FDA designation of a product candidate as a “breakthrough therapy” if the product is intended, alone or in combination with one or more other products, to treat a serious or life-threatening disease or condition and preliminary clinical evidence indicates that the product may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. The designation allows more intensive FDA interaction and guidance. The breakthrough therapy designation is a distinct status from both accelerated approval and priority review, which can also be granted to the same drug if relevant criteria are met. If a product is designated as breakthrough therapy, the FDA will work to expedite the development and review of such drug.

Government Regulation in the EU

Clinical Trials in the EU

In the EU, clinical trials are governed by the Clinical Trials Regulation (EU) No 536/2014, or CTR, which entered into effect on January 31, 2022, repealing and replacing the former Clinical Trials Directive 2001/20, or CTD, and related national implementing legislation of EU Member States.

The CTR is intended to harmonize and streamline clinical trial authorizations, simplify adverse-event reporting procedures, improve the supervision of clinical trials and increasing their transparency. Specifically, the regulation, which is directly applicable in all EU Member States, introduces a streamlined application procedure through a single-entry point, the "EU portal", the Clinical Trials Information System, or CTIS; a single set of documents to be prepared and submitted for the application; as well as simplified reporting procedures for clinical trial sponsors. A harmonized procedure for the assessment of applications for clinical trials has been introduced and is divided into two parts. Part I assessment is led by the competent authorities of a reference Member State selected by the trial sponsor and relates to clinical trial aspects that are considered to be scientifically harmonized across EU Member States. This assessment is then submitted to the competent authorities of all concerned Member States in which the trial is to be conducted for their review. Part II is assessed separately by the competent authorities and Ethics Committees in each concerned EU Member State. Individual EU Member States retain the power to authorize the conduct of clinical trials on their territory.

The extent to which on-going clinical trials will be governed by the CTR will depend on the duration of the individual clinical trial. Sponsors could choose to submit a clinical trial application under either the CTD or the CTR until January 31, 2023. For clinical trials in relation to which application for approval was made on the basis of the CTD before January 31, 2022, the CTD will continue to apply on a transitional basis for three years. If authorized, those clinical trials will be governed by the CTD until January 31, 2025. By that date, all ongoing trials will become subject to the provisions of the CTR. The CTR will apply to clinical trials from an earlier date if the clinical trial has already transitioned to the CTR framework.

EU Review and Approval Process

In the EU, medicinal products can only be commercialized after a related marketing authorization, or MA, has been granted. A company may submit a marketing authorization application, or MAA, either on the basis of the centralized, or decentralized procedure or mutual recognition procedure.

To obtain an MA for a product in the EU, which is valid throughout the EEA, an applicant must submit an MAA either under a centralized procedure administered by the EMA or one of the procedures administered by competent authorities in the EU Member States (decentralized procedure, national procedure or mutual recognition procedure). An MA may be granted only to an applicant established in the EU.

The centralized procedure provides for the grant of a single MA by the European Commission that is valid for all EU Member States. Pursuant to Regulation (EC) No 726/2004, the centralized procedure is compulsory for specific products, including for (i) medicinal products derived from biotechnological processes, (ii) products designated as orphan medicinal products, (iii) advanced therapy medicinal products, or ATMPs, and (iv) products with a new active substance indicated for the treatment of HIV/AIDS, cancer, neurodegenerative diseases, diabetes, auto-immune and other immune dysfunctions and viral diseases. For products with a new active substance indicated for the treatment of other diseases and products that are highly innovative or for which a centralized process is in the interest of patients, authorization through the centralized procedure is optional on related approval.

Under the centralized procedure, the EMA’s Committee for Medicinal Products for Human Use, or CHMP, conducts the initial assessment of a product. The CHMP is also responsible for several post-authorization and maintenance activities, such as the assessment of modifications or extensions to an existing MA.

Under the centralized procedure in the EU, the maximum timeframe for the evaluation of an MAA is 210 days, excluding clock stops when additional information or written or oral explanation is to be provided by the applicant in response to questions of the CHMP. Accelerated assessment may be granted by the CHMP in exceptional cases, when a medicinal product targeting an unmet medical need is expected to be of major interest from the point of view of public health and, in particular, from the viewpoint of therapeutic innovation. If the CHMP accepts a request for accelerated assessment, the time limit of 210 days will be reduced to 150 days (excluding clock stops). The CHMP can, however, revert to the standard time limit for the centralized procedure if it considers that it is no longer appropriate to conduct an accelerated assessment.

Unlike the centralized authorization procedure, the decentralized MA procedure requires a separate application to, and leads to separate approval by, the competent authorities of each EU Member State in which the product is to be marketed. This application is identical to the application that would be submitted to the EMA for authorization through the centralized procedure. The reference EU Member State prepares a draft assessment and drafts of the related materials within 120 days after receipt of a valid application. The resulting assessment report is submitted to the concerned EU Member States who, within 90 days of receipt, must decide whether to approve the assessment report and related materials. If a concerned EU Member State cannot approve the assessment report and related materials due to concerns relating to a potential serious risk to public health, disputed elements may be referred to the Heads of Medicines Agencies’ Coordination Group for Mutual Recognition and Decentralised Procedures – Human, or CMDh, for review. The subsequent decision of the European Commission is binding on all EU Member States.

The mutual recognition procedure allows companies that have a medicinal product already authorized in one EU Member State to apply for this authorization to be recognized by the competent authorities in other EU Member States. Like the decentralized procedure, the mutual recognition procedure is based on the acceptance by the competent authorities of the EU Member States of the MA of a medicinal product by the competent authorities of other EU Member States. The holder of a national MA may submit an application to the competent authority of an EU Member State requesting that this authority recognize the MA delivered by the competent authority of another EU Member State.

An MA has, in principle, an initial validity of five years. The MA may be renewed after five years on the basis of a re-evaluation of the risk-benefit balance by the EMA or by the competent authority of the EU Member State in which the original MA was granted. To support the application, the MA holder must provide the EMA or the competent authority with a consolidated version of the eCTD (Common Technical Document) providing up-to-date data concerning the quality, safety and efficacy of the product, including all variations introduced since the MA was granted, at least nine months before the MA ceases to be valid. The European Commission or the competent authorities of the EU Member States may decide on justified grounds relating to pharmacovigilance, to proceed with one further five-year renewal period for the MA. Once subsequently definitively renewed, the MA shall be valid for an unlimited period. Any authorization which is not followed by the actual placing of the medicinal product on the EU market (for a centralized MA) or on the market of the authorizing EU Member State within three years after authorization ceases to be valid (the so-called sunset clause).

Innovative products that target an unmet medical need and are expected to be of major public health interest may be eligible for a number of expedited development and review programs, such as the Priority Medicines, or PRIME, scheme, which provides incentives similar to the breakthrough therapy designation in the U.S. PRIME is a voluntary scheme aimed at enhancing the EMA’s support for the development of medicinal products that target unmet medical needs. Eligible products must target conditions for which there is an unmet medical need (there is no satisfactory method of diagnosis, prevention or treatment in the EU or, if there is, the new medicinal product will bring a major therapeutic advantage) and they must demonstrate the potential to address the unmet medical need by introducing new methods of therapy or improving existing ones. Benefits accrue to sponsors of product candidates with PRIME designation, including but not limited to, early and proactive regulatory dialogue with the EMA, frequent discussions on clinical trial designs and other development program elements, and potentially accelerated MAA assessment once a dossier has been submitted.

In the EU, a “conditional” MA may be granted in cases where all the required safety and efficacy data are not yet available. The European Commission may grant a conditional MA for a medicinal product if it is demonstrated that all of the following criteria are met: (i) the benefit-risk balance of the medicinal product is positive; (ii) it is likely that the applicant will be able to provide comprehensive data post-authorization; (iii) the medicinal product fulfils an unmet medical need; and (iv) the benefit of the immediate availability to patients of the medicinal product is greater than the risk inherent in the fact that additional data are still required. The conditional MA is subject to conditions to be fulfilled for generating the missing data or ensuring increased safety measures. It is valid for one year and must be renewed annually until all related conditions have been fulfilled. Once any pending studies are provided, the conditional MA can be converted into a traditional MA. However, if the conditions are not fulfilled within the timeframe set by the EMA and approved by the European Commission, the MA will cease to be renewed.

An MA may also be granted “under exceptional circumstances” where the applicant can show that it is unable to provide comprehensive data on efficacy and safety under normal conditions of use even after the product has been authorized and subject to specific procedures being introduced. These circumstances may arise in particular when the intended indications are very rare and, in the state of scientific knowledge at that time, it is not possible to provide comprehensive information, or when generating data may be contrary to generally accepted ethical principles. Like a conditional MA, an MA granted in exceptional circumstances is reserved to medicinal products intended to be authorized for treatment of rare diseases or unmet medical needs for which the applicant does not hold a complete data set that is required for the grant of a standard MA. However, unlike the conditional MA, an applicant for authorization in exceptional circumstances is not subsequently required to provide the missing data. Although the MA “under exceptional circumstances” is granted definitively, the risk-benefit balance of the medicinal product is reviewed annually, and the MA will be withdrawn if the risk-benefit ratio is no longer favorable.

Other Healthcare Regulations

Our business operations and current and future arrangements with investigators, healthcare professionals, consultants, third-party payers, patient organizations and customers, may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations. These laws may constrain the business or financial arrangements and relationships through which we conduct our operations, including how we research, market, sell and distribute our product ~~candidates, if approved~~. Such laws include those described below.

The federal Anti-Kickback Statute prohibits, among other things, any person or entity, from knowingly and willfully offering, paying, soliciting or receiving any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward, or in return for, the referral of an individual for, or purchasing, leasing, ordering, or arranging for the purchase, lease or order of, any good, facility, item or service reimbursable under Medicare, Medicaid or other federal healthcare programs. The federal Anti-Kickback Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers, and formulary managers on the other hand. The term remuneration has been interpreted broadly to include anything of value. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution. The exceptions and safe harbors are drawn narrowly and practices that involve remuneration that may be alleged to be intended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the federal Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all facts and circumstances. Additionally, the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, or collectively the PPACA, amended the intent requirement of the federal Anti-Kickback Statute, and other healthcare criminal fraud statutes, so that a person or entity no longer needs to have actual knowledge of the federal Anti-Kickback Statute, or the specific intent to violate it, to have violated the statute. The PPACA also provided that a violation of the federal Anti-Kickback Statute is grounds for the government or a whistleblower to assert that a claim for payment of items or services resulting from such violation constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act.

The federal civil and criminal false claims laws, including the federal civil False Claims Act, or FCA, prohibit, among other things, any person or entity from knowingly presenting, or causing to be presented, a false claim for payment to, or approval by, the U.S. federal government, including the Medicare and Medicaid programs, or knowingly making, using, or causing to be made or used a false record or statement material to a false or fraudulent claim or to avoid, decrease or conceal an obligation to pay money to the federal government. As a result of a modification made by the Fraud Enforcement and Recovery Act of 2009, a claim includes “any request or demand” for money or property presented to the U.S. government.

In addition, manufacturers can be held liable under the FCA even when they do not submit claims directly to government payers if they are deemed to “cause” the submission of false or fraudulent claims. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery. FCA liability is potentially significant in the healthcare industry because the statute provides for treble damages and mandatory penalties. Government enforcement ~~agencies~~authorities and private whistleblowers have investigated pharmaceutical companies for or asserted liability under the FCA for a variety of of alleged impermissible promotional and marketing activities, such as providing free product to customers with the expectation that the customers would bill federal programs for the product; providing consulting fees and other benefits to physicians to induce them to prescribe products; engaging in promotion for “off-label” uses; and submitting inflated best price information to the Medicaid Rebate Program.

The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, created additional federal criminal statutes that prohibits, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of whether the payer is public or private, knowingly and willfully embezzling or stealing from a health care benefit program, willfully obstructing a criminal investigation of a health care offense and knowingly and willfully falsifying, concealing or covering up by any trick, scheme or device a material fact or making any materially false, fictitious or fraudulent statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters. Additionally, the PPACA amended the intent requirement of some of these criminal statutes under HIPAA so that a person or entity no longer needs to have actual knowledge of the statute, or the specific intent to violate it, to have committed a violation.

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Additionally, the federal Open Payments program pursuant to the Physician Payments Sunshine Act, created under Section 6002 of the PPACA and its implementing regulations, require some manufacturers of drugs, devices, biologicals and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with specified exceptions) to report annually information related to specified payments or other transfers of value provided to physicians (defined to include doctors, dentists, optometrists, podiatrists, and chiropractors), other healthcare professionals (such as physician assistants and nurse practitioners) and teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, the physicians, and teaching hospitals and to report annually specified ownership and investment interests held by physicians and their immediate family members.

In addition, we may be subject to data privacy and security regulation of both the federal government and the states in which we conduct our business. HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their implementing regulations, impose requirements relating to the privacy, security and transmission of individually identifiable health information held by covered entities subject to the law, such as health plans, healthcare clearinghouses, and certain healthcare providers, and their business associates, defined as independent contractors or agents of covered entities that create, receive, maintain or transmit protected health information in connection with providing a service for or on behalf of a covered entity and their subcontractors that use, disclose, access, or otherwise process protected health information. Among other things, HITECH created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties and HIPAA’s security standards directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions.

Further, the U.S. Public Health Service Act, prohibits, among other things, the introduction into interstate commerce of a biological product unless a biologics license is in effect for that product.

Many states have also adopted laws similar to each of the above federal laws, which may be broader in scope and apply to items or services reimbursed by any third-party payer, including commercial insurers. We may also be subject to state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government, state and local laws that require the registration of pharmaceutical sales representatives, state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures and pricing information, and/or state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

Ensuring that our internal operations and business arrangements with third parties comply with applicable healthcare laws and regulations will likely be costly. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations were found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, disgorgement, imprisonment, possible exclusion from government funded healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, and curtailment of our operations, any of which could substantially disrupt our operations. If the physicians or other providers or entities with whom we expect to do business are found not to be in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

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Coverage and Reimbursement

~~Significant uncertainty exists as to the coverage and reimbursement status of any product candidates for which we obtain regulatory approval.~~ In the United States and markets in other countries, sales of any products for which we receive regulatory approval for commercial sale will depend, in part, on the extent to which third-party payers provide coverage, and establish adequate reimbursement levels for such products. In the United States, third-party payers include federal and state healthcare programs, private managed care providers, health insurers and other organizations.

The process for determining whether a third-party payer will provide coverage for a product may be separate from the process for setting the price of a product or for establishing the reimbursement rate that such a payer will pay for the product. Third-party payers may limit coverage to specific products on an approved list, or also known as a formulary, which might not include all of the FDA-approved products for a particular indication. Third-party payers are increasingly challenging the price, examining the medical necessity and reviewing the cost-effectiveness of medical products, therapies and services, in addition to questioning their safety and efficacy. A payer’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be approved. Further, the determination of one payer to provide coverage for a product does not assure that other payers will also provide such coverage for the product.

We may need to conduct expensive pharmaco-economic studies in order to demonstrate the medical necessity and cost-effectiveness of our products, in addition to the costs required to obtain the FDA approvals. Our product candidates may not be considered medically necessary or cost-effective. Payer’s decision to provide coverage for a product does not imply that an adequate reimbursement rate will be approved. Further, the determination of one payer to provide coverage for a product does not assure that other payers will also provide such coverage for the product.

Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development.

Different pricing and reimbursement schemes exist in other countries. In the European Union, pricing and reimbursement schemes vary widely from country to country. Some countries provide that products may be marketed only after a reimbursement price has been agreed. Some countries may require the completion of additional studies that compare the cost-effectiveness of a particular product candidate to currently available therapies (so called health technology assessments) in order to obtain reimbursement or pricing approval. For example, the European Union provides options for its member states to restrict the range of products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. EU Member States may approve a specific price for a product, or they may instead adopt a system of direct or indirect controls on the profitability of the company placing the product on the market. Other EU Member States allow companies to fix their own prices for products but monitor and control prescription volumes and issue guidance to physicians to limit prescriptions. ~~Recently~~ In addition, ~~many~~some countries inmay require the EUcompletion ~~have~~of ~~increased~~additional studies that compare the ~~amount~~cost-effectiveness of ~~discounts~~a ~~required~~particular onproduct ~~pharmaceuticals~~candidate ~~and~~to ~~these~~currently ~~efforts~~available ~~could~~therapies ~~continue as~~(so ~~countries~~called ~~attempt~~health technology assessments) in order to ~~manage~~obtain ~~healthcare~~reimbursement ~~expenditures,~~or ~~especially~~pricing inapproval. ~~light~~This ofHealth ~~the~~Technology ~~severe~~Assessment, ~~fiscal~~or ~~and~~HTA, ~~debt~~process ~~crises~~is ~~experienced~~the byprocedure ~~many~~according ~~countries~~to inwhich the ~~EU.~~assessment ~~The~~of ~~downward~~the ~~pressure~~public onhealth ~~healthcare~~impact, ~~costs~~therapeutic inimpact ~~general,~~and ~~particularly~~the ~~prescription~~economic ~~products,~~and ~~has~~societal ~~become~~impact ~~intense.~~of Asuse of a ~~result,~~given medicinal ~~increasingly~~product ~~high~~in ~~barriers~~the ~~are~~national ~~being~~healthcare ~~erected~~systems toof the ~~entry~~individual ofcountry ~~new~~is ~~products~~conducted. ~~Political,~~The ~~economic,~~outcome ~~and~~of ~~regulatory~~HTA ~~developments~~regarding ~~may~~specific ~~further~~medicinal products ~~complicate~~will ~~pricing~~often ~~negotiations,~~influence ~~and~~the pricing ~~negotiations~~and ~~may continue after~~ reimbursement ~~has~~status ~~been~~granted ~~obtained.~~to ~~Reference~~these ~~pricing~~medicinal ~~used~~products by ~~various~~ EUthe ~~Member~~competent ~~States,~~authorities ~~and~~of ~~parallel trade (arbitrage between low-priced and high-priced~~ individual EU Member States~~), can further reduce prices~~.

The downward pressure on health care costs has become very intense. As a result, increasingly high barriers are being erected to the entry of new products. In addition, in some countries, cross-border imports from low-priced markets exert a commercial pressure on pricing within a country.

The marketability of any of product candidates for which we receive regulatory approval for commercial sale may suffer if the government and third-party payers fail to provide adequate coverage and reimbursement. In addition, emphasis on managed care in the United States has increased and we expect will continue to increase the pressure on healthcare pricing. Coverage policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more products for which we receive regulatory approval, less favorable coverage policies and reimbursement rates may be implemented in the future.

Healthcare Reform Measures

The United States and some non-U.S. jurisdictions are considering or have enacted a number of legislative and regulatory proposals designed to change the healthcare system. Among policy makers and payers in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and/or expanding access. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives.

For example, the pharmaceutical industry in the United States has been affected by the passage of PPACA, which, among other things: imposed new fees on entities that manufacture or import certain branded prescription drugs; expanded pharmaceutical manufacturer obligations to provide discounts and rebates to certain government programs; implemented a licensure framework for follow-on biologic products; expanded health care fraud and abuse laws; revised the methodology by which rebates owed by manufacturers to the state and federal government under the Medicaid Drug Rebate Program are calculated for certain drugs and biologics, including products that are inhaled, infused, instilled, implanted or injected; imposed an additional rebate similar to an inflation penalty on new formulations of drugs; extended the Medicaid Drug Rebate Program to utilization of prescriptions of individuals enrolled in Medicaid managed care organizations; expanded the 340B program which caps the price at which manufacturers can sell covered outpatient pharmaceuticals to specified hospitals, clinics and community health centers; and provided incentives to programs that increase the federal government’s comparative effectiveness research.

There have been judicial and Congressional challenges to certain aspects of the PPACA. While Congress has not passed comprehensive repeal legislation, several bills affecting the implementation of certain taxes under the PPACA have been signed into law. The Tax Cuts and Jobs Act of 2017, or Tax Act, includes a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the PPACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the “individual mandate”. On June 17, 2021, the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the PPACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. Further, there have been a number of health reform measures by the Biden administration that have impacted the PPACA. For example, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, or the IRA, into law, which among other things, extends enhanced subsidies for individuals purchasing health insurance coverage in PPACA marketplaces through plan year 2025. The IRA also eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost and by creating a new manufacturer discount program. It is possible that the PPACA will be subject to judicial or Congressional challenges in the future. It is unclear how such challenges and the healthcare reform measures of the Biden administration.

Other legislative changes have been proposed and adopted in the United States since the PPACA was enacted. In August 2011, the Budget Control Act of 2011, among other things, included aggregate reductions of Medicare payments to providers of 2.0% per fiscal year, which went into effect in April 2013, and due to subsequent legislative amendments, including the BBA, will remain in effect until ~~2031~~2032, unless additional U.S. Congressional action is taken. ~~Under current legislation, the actual reduction in Medicare payments will vary from 1% in 2022 to up to 4% in the final fiscal year of this sequester.~~ In addition, in January 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which, among other things, reduced Medicare payments to several categories of healthcare providers and increased the statute of limitations ~~period~~ period for the government to recover overpayments to providers from three to five years. Additional changes that may affect our business ~~include~~ include new quality and payment programs such as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, which ended the use of the statutory formula for clinician payment and established a quality ~~payment~~ payment incentive program, also referred to as the Quality Payment Program.

In addition, there has been increasing legislative and enforcement interest in the United States with respect to drug pricing practices in recent years, particularly with respect to drugs that have been subject to relatively large price increases over relatively short time periods. Specifically, there have been several recent U.S. Presidential executive orders, Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, reduce the cost of prescription drugs under Medicare and reform government program reimbursement methodologies for pharmaceutical products. At the federal level, for example, in July 2021, the Biden administration released an executive order, “Promoting Competition in the American Economy,” with multiple provisions aimed at prescription drugs. In response to Biden’s executive order, on September 9, 2021, the Department of Health and Human Services, or HHS, released a Comprehensive Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue as well as potential administrative actions HHS can take to advance these principles. In addition, the IRA, among other things, (i) directs the Secretary of HHS to negotiate the price of certain high-expenditure, single-source drugs and biologics covered under Medicare Part B and Medicare Part D, and subjects drug manufacturers to civil monetary penalties and a potential excise tax by offering a price that is not equal to or less than the negotiated “maximum fair price” under the law, and (ii) imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation. These provisions ~~will~~ take effect progressively starting in ~~fiscal~~ fiscal year 2023. On August 29, ~~although~~2023, ~~they~~HHS ~~may~~announced the list of the first ten drugs that will be subject to price negotiations, although the Medicare drug price negotiation program is currently subject to legal challenges. Further, in response to the Biden administration’s October ~~released~~2022 ~~an additional~~ executive order, on ~~October~~February 14, ~~2022~~2023, ~~directing~~ HHS toreleased a report onoutlining ~~how~~three ~~the~~new ~~Center~~models for ~~Medicare~~testing ~~and~~by ~~Medicaid~~the CMS Innovation Center ~~can~~which will be ~~further~~evaluated ~~leveraged~~on their ability to lower the cost of drugs, promote accessibility, and improve quality of care. It is ~~test~~unclear ~~new~~whether the models will be utilized in any health reform measures in the future. Further, on December 7, 2023, the Biden administration announced an initiative to control the price of prescription drugs through the use of march-in rights under the Bayh-Dole Act. On December 8, 2023, the National Institute of Standards and Technology published for ~~lowering~~comment ~~drug~~a ~~costs~~Draft Interagency Guidance Framework for ~~Medicare~~Considering the ~~and~~Exercise ~~Medicaid~~of ~~beneficiaries~~March-In Rights which for the first time includes the price of a product as one factor an agency can use when deciding to exercise march-in rights. While march-in rights have not previously been exercised, it is uncertain if that will continue under the new framework.

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In addition, individual states in the United States have become increasingly active in passing legislation and implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. For example, on January 5, 2024, the FDA approved Florida’s Section 804 Importation Program (SIP) proposal to import certain drugs from Canada for specific state healthcare programs. It is unclear how this program will be implemented, including which drugs will be chosen, and whether it will be subject to legal challenges in the United States or Canada. Other states have also submitted SIP proposals that are pending review by the FDA. Any such approved importation plans, when implemented, may result in lower drug prices for products covered by those programs. In the future, there will likely continue to be proposals relating to the reform of the U.S. healthcare system, some of which could further limit coverage and reimbursement of products.

The Foreign Corrupt Practices Act

The Foreign Corrupt Practices Act, or FCPA, prohibits any U.S. individual or business from paying, offering or authorizing payment or offering of anything of value, directly or indirectly, to any non-U.S. official, political party or candidate for the purpose of influencing any act or decision of the non-U.S. entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with accounting provisions requiring the companies to maintain books and records that accurately and fairly reflect all transactions of the companies, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations.

Non-U.S. Government Regulation

To the extent that ~~any of~~Omisirge ~~our~~is ~~product candidates, once approved, are~~ sold in a country outside of the United States, we ~~may~~would be subject to similar non-U.S. laws and regulations, which may include, for instance, applicable ~~post-~~marketing requirements, including safety surveillance, anti-fraud and abuse laws and implementation of corporate compliance programs and reporting of payments or other transfers of value to healthcare professionals.

InData ~~order~~Privacy ~~to market our future products in the EEA (which is comprised of the 27 Member States of the European Union plus Norway, Iceland~~ and ~~Liechtenstein)~~Security and many other jurisdictions, we must obtain regulatory approvals from such jurisdictions. More precisely, in the EEA, medicinal products can only be commercialized after obtaining a Marketing Authorization, or MA. Our current product candidates would be subject to a centralized MA that would be granted by the European Commission.Laws

~~The~~In EUthe ~~centralized~~ordinary ~~MA,~~course ~~which~~of isour ~~issued~~business, bywe ~~the~~may ~~European~~process ~~Commission~~personal ~~through~~or ~~the~~sensitive ~~Centralized~~data. ~~Procedure~~Accordingly, ~~based~~we onare ~~the~~or ~~opinion~~may ofbecome, ~~the~~subject ~~Committee~~to ~~for~~numerous ~~Medicinal~~data ~~Products~~privacy ~~for~~and security ~~Human~~obligations, ~~Use~~including offederal, ~~the European Medicines Agency~~state, ~~or EMA~~local, isand ~~valid~~foreign ~~throughout~~laws, ~~the~~regulations, ~~entire~~guidance ~~territory~~and ofindustry ~~the~~standards ~~EEA.~~related ~~The~~to ~~Centralized~~data ~~Procedure~~privacy isand ~~mandatory~~security. ~~for~~Such ~~certain~~obligations ~~types~~may ofincluding, ~~products~~without limitation, ~~such~~the asFederal ~~biotechnology~~Trade ~~medicinal~~Commission ~~products~~Act, ~~advanced~~the ~~therapeutic~~Controlling ~~medicinal~~the ~~products,~~Assault ~~orphan~~of ~~medicinal~~Non-Solicited ~~products~~Pornography and ~~medicinal~~Marketing ~~products~~Act ~~indicated~~of ~~for~~2003, the ~~treatment~~California Consumer Privacy Act of ~~HIV~~2018, or ~~AIDS,~~the ~~cancer~~CCPA, ~~neurodegenerative~~the ~~disorders,~~European ~~diabetes,~~Union’s ~~autoimmune~~General Data ~~and~~Protection ~~viral~~Regulation ~~diseases.~~2016/679, ~~The~~or ~~Centralized~~EU ~~Procedure~~GDPR, isthe ~~optional~~EU ~~for~~GDPR ~~products~~as ~~containing~~it aforms ~~new~~part ~~active~~of ~~substance~~United ~~not~~Kingdom ~~yet~~law ~~authorized~~by invirtue ~~the~~of ~~EEA, or~~section ~~for~~3 ~~products~~of ~~that~~the ~~constitute~~European Union a(Withdrawal) ~~significant~~Act ~~therapeutic~~2018, ~~scientific~~ or ~~technical~~UK ~~innovation~~GDPR, orIsrael’s ~~which~~Protection ~~are~~of inPrivacy ~~the~~Law ~~interest~~and ofSingapore’s ~~public~~Personal ~~health in~~Data ~~the~~Protection ~~European Union~~Act. Several ~~Further,~~states ~~gene~~within ~~therapy~~the ~~medicinal~~United ~~products,~~States ~~somatic~~have ~~cell~~enacted ~~therapy~~or ~~medicinal~~proposed ~~products~~data privacy and ~~tissue-engineered~~security ~~medicinal products~~laws. ~~are~~For ~~additionally~~example, ~~governed~~Virginia bypassed ~~Regulation~~the ~~(EC)~~Consumer Data NoProtection ~~1394/2007~~Act, onand ~~ATMPs,~~Colorado ~~Directive~~passed ~~2004/23/EC~~the ~~and~~Colorado ~~its~~Privacy ~~implementing~~Act. ~~Directives~~Additionally ~~governing the~~we ~~collection~~are, ~~and~~or ~~use~~may ofbecome ~~human~~subject ~~cells~~to various U.S. federal and ~~tissues~~state ~~where~~consumer ~~applicable,~~protection ~~Directive~~laws ~~2002/98/EC~~which ~~and~~require ~~its~~us ~~implementing~~to ~~Directives~~public ~~governing~~statements ~~the collection~~that accurately and ~~use~~fairly ofdescribe ~~human~~how ~~blood~~we ~~where~~handle ~~applicable,~~personal data and ~~the~~choices ~~EC’s~~individuals ~~and~~may ~~EMA’s~~have ~~related~~about ~~guidance~~the ~~including~~way ~~GMP~~we ~~for~~handle ~~(investigational) ATMPs~~their personal data.

Under the above-described procedures, before granting the MA, the EMA makes an assessment of the risk-benefit balance of the product on the basis of scientific criteria concerning its quality, safety and efficacy.18

30The CCPA and EU GDPR are examples of the increasingly stringent and evolving regulatory frameworks related to personal data processing that may increase our compliance obligations and exposure for any non-compliance. For example, the CCPA imposes obligations on covered businesses to provide specific disclosures related to a business’s collecting, using, and disclosing personal data and to respond to certain requests from California residents related to their personal data (for example, requests to know of the business’s personal data processing activities, to delete the individual’s personal data, and to opt out of certain personal data disclosures). Also, the CCPA provides for civil penalties and a private right of action for data breaches which may include an award of statutory damages. In addition, the California Privacy Rights Act of 2020, or CPRA, effective January 1, 2023, will expand the CCPA. The CPRA will, among other things, give California residents the ability to limit use of certain sensitive personal data, establish restrictions on personal data retention, expand the types of data breaches that are subject to the CCPA’s private right of action, and establish a new California Privacy Protection Agency to implement and enforce the new law.

~~Data~~Foreign data privacy and ~~Marketing~~security laws ~~Exclusivity~~(including but not limited to the EU GDPR and UK GDPR) impose significant and complex compliance obligations on entities that are subject to those laws. As one example, the EU GDPR applies to any company established in the EEA and to companies established outside the EEA that process personal data in connection with the offering of goods or services to data subjects in the EEA or the monitoring of the behavior of data subjects in the EEA. ’ These obligations may include limiting personal data processing to only what is necessary for specified, explicit, and legitimate purposes; requiring a legal basis for personal data processing; requiring the appointment of a data protection officer in certain circumstances; increasing transparency obligations to data subjects; requiring data protection impact assessments in certain circumstances; limiting the collection and retention of personal data; increasing rights for data subjects; formalizing a heightened and codified standard of data subject consents; requiring the implementation and maintenance of technical and organizational safeguards for personal data; mandating notice of certain personal data breaches to the relevant supervisory authority(ies) and affected individuals; and mandating the appointment of representatives in the UK and/or the EU in certain circumstances. See the section titled “Risks Related to Government Regulation” for additional information about the laws and regulations to which we may become subject and about the risks to our business associated with such laws and regulations.

Upon receiving a marketing authorization in the EEA, innovative medicinal products generally receive eight years of data exclusivity and an additional two years of market exclusivity. If granted, data exclusivity prevents generic or biosimilar applicants from referencing the innovator's pre-clinical and clinical trial data contained in the dossier of the reference product when applying for a generic or biosimilar marketing authorization during a period of eight years from the date on which the reference product was first authorized in the EEA. During the additional two-year period of market exclusivity, a generic or biosimilar marketing authorization can be submitted, and the innovator's data may be referenced, but no generic or biosimilar product can be marketed until the expiration of the market exclusivity period. The overall ten-year period will be extended to a maximum of eleven years if, during the first eight years of those ten years, the marketing authorization holder obtains an authorization for one or more new therapeutic indications which, during the scientific evaluation prior to authorization, is held to bring a significant clinical benefit in comparison with existing therapies.

In the EEA, there is a special regime for biosimilars, or biological medicinal products that are similar to a reference medicinal product but that do not meet the definition of a generic medicinal product. For such products, the results of appropriate preclinical or clinical trials must be provided in support of an application for marketing authorization. Guidelines from the EMA detail the type of quantity of supplementary data to be provided for different types of biological product.

Pediatric Investigation Plan

In the EEA, Regulation (EC) No 1901/2006 provides that all marketing authorization applications for new medicinal products must include the results of trials conducted in the pediatric population, in compliance with a pediatric investigation plan, or PIP, agreed with the EMA’s Pediatric Committee, or PDCO. The PIP sets out the timing and measures proposed to generate data to support a pediatric indication of the medicinal product for which marketing authorization is being sought. The PDCO may grant a deferral of the obligation to implement some or all of the measures provided in the PIP until there are sufficient data to demonstrate the efficacy and safety of the product in adults. Furthermore, the obligation to provide pediatric clinical trial data can be waived by the PDCO when these data are not needed or appropriate because the product is likely to be ineffective or unsafe in children, the disease or condition for which the product is intended occurs only in adult populations, or when the product does not represent a significant therapeutic benefit over existing treatments for pediatric patients. Once study results are included in the product information, even when negative, the product is eligible for a six month extension to the Supplementary Protection Certificate or SPC if any is in effect at the time of authorization or, in the case of orphan medicinal products, a two-year extension of orphan market exclusivity. For other countries outside of the EEA, such as certain countries in Eastern Europe, Latin America or Asia, the requirements governing the conduct of clinical trials, product approval, pricing and reimbursement vary from country to country. In all cases, the clinical trials are to be conducted in accordance with GCP and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki.

Orphan Drug Designation

Under the Orphan Drug Act, the FDA may designate a drug or biologic product as an orphan drug if it is intended to treat a rare disease or condition, defined as a patient population of fewer than 200,000 in the United States, or a patient population greater than 200,000 in the United States where there is no reasonable expectation that the cost of developing the drug will be recovered from sales in the United States.

In the EEA, a medicinal product can be designated as an orphan drug if its sponsor can establish that the product is intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating condition affecting not more than five in ten thousand persons in the European Union when the application is made, or that the product is intended for the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious and chronic condition in the European Community and that without incentives it is unlikely that the marketing of the drug in the EU would generate sufficient return to justify the necessary investment. For either of these conditions, the applicant must demonstrate that there exists no satisfactory method of diagnosis, prevention or treatment of the condition in question that has been authorized in the EU or, if such method exists, the drug will be of significant benefit to those affected by that condition.

In the EEA, an application for designation as an orphan product can be made any time prior to the filing of an application for approval to market the product. Marketing authorization for an orphan drug leads to a ten-year period of market exclusivity. During this market exclusivity period, the EMA or the member state competent authorities, cannot accept another application for a marketing authorization, or grant a marketing authorization, for a similar medicinal product for the same indication. The period of market exclusivity is extended by two years for medicines that have also complied with an agreed PIP.

This period may, however, be reduced to six years if, at the end of the fifth year, it is established that the product no longer meets the criteria for orphan drug designation, for example because the product is sufficiently profitable not to justify market exclusivity. Market exclusivity can be revoked only in very selected cases, such as consent from the marketing authorization holder, inability to supply sufficient quantities of the product, demonstration of “clinical superiority” by a similar medicinal product, or, after a review by the Committee for Orphan Medicinal Products, requested by a member state in the fifth year of the marketing exclusivity period (if the designation criteria are believed to no longer apply). Medicinal products designated as orphan drugs pursuant are eligible for incentives made available by the European Union and its Member States to support research into, and the development and availability of, orphan drugs.

Regulatory Requirements after Marketing Authorization

Where a marketing authorization is granted in relation to a medicinal product in the EEA, the holder of the marketing authorization is required to comply with a range of regulatory requirements applicable to the manufacturing, marketing, promotion and sale of medicinal products.

Similar to the United States, both marketing authorization holders and manufacturers of medicinal products are subject to comprehensive regulatory oversight by the EMA, the European Commission and/or the competent regulatory authorities of the individual EU Member States. The holder of a marketing authorization must establish and maintain a pharmacovigilance system and appoint an individual qualified person for pharmacovigilance who is responsible for oversight of that system. Key obligations include expedited reporting of suspected serious adverse reactions and submission of periodic safety update reports, or PSURs.

All new marketing authorizations must include a risk management plan, or RMP, describing the risk management system that the company will put in place and documenting measures to prevent or minimize the risks associated with the product. The regulatory authorities may also impose specific obligations as a condition of the marketing authorization. Such risk-minimization measures or post-authorization obligations may include additional safety monitoring, more frequent submission of PSURs, or the conduct of additional clinical trials or post-authorization safety studies.

In the EEA, the advertising and promotion of medicinal products are subject to both EU level and EU Member States’ laws governing promotion of medicinal products, interactions with physicians and other healthcare professionals, misleading and comparative advertising and unfair commercial practices. Although general requirements for advertising and promotion of medicinal products are established under EU directives, the details are governed by regulations in individual EU Member States and can differ from one country to another. For example, applicable laws require that promotional materials and advertising in relation to medicinal products comply with the product’s Summary of Product Characteristics, or SmPC, as approved by the competent authorities in connection with a marketing authorization. The SmPC is the document that provides information to physicians concerning the safe and effective use of the product. Promotional activity that does not comply with the SmPC is considered off-label and is prohibited in the EU. In general, direct-to-consumer advertising of prescription medicinal products is also prohibited in the EU.

Coverage, Pricing, and Reimbursement

In the European Union, pricing and reimbursement schemes vary widely from country to country. Some countries provide that products may be marketed only after a reimbursement price has been agreed. Some countries may require the completion of additional studies that compare the cost-effectiveness of a particular product candidate to currently available therapies (so called health technology assessments) in order to obtain reimbursement or pricing approval. For example, the European Union provides options for its member states to restrict the range of products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. EU Member States may approve a specific price for a product, or they may instead adopt a system of direct or indirect controls on the profitability of the company placing the product on the market. Other EU Member States allow companies to fix their own prices for products but monitor and control prescription volumes and issue guidance to physicians to limit prescriptions. Recently, many countries in the EU have increased the amount of discounts required on pharmaceuticals and these efforts could continue as countries attempt to manage healthcare expenditures, especially in light of the severe fiscal and debt crises experienced by many countries in the EU. The downward pressure on healthcare costs in general, particularly prescription products, has become intense. As a result, increasingly high barriers are being erected to the entry of new products. Political, economic, and regulatory developments may further complicate pricing negotiations, and pricing negotiations may continue after reimbursement has been obtained. Reference pricing used by various EU Member States, and parallel trade (arbitrage between low-priced and high-priced member states), can further reduce prices.

The Health Technology Assessment, or HTA process, which is currently governed by the national laws of the individual EU Member States, is the procedure according to which the assessment of the public health impact, therapeutic impact and the economic and societal impact of use of a given medicinal product in the national healthcare systems of the individual country is conducted. The outcome of HTA regarding specific medicinal products will often influence the pricing and reimbursement status granted to these medicinal products by the competent authorities of individual EU Member States. On January 31, 2018, the European Commission adopted a proposal for a regulation on health technologies assessment. The proposed regulation is intended to boost cooperation among EU Member States in assessing health technologies, including new medicinal products, and providing the basis for cooperation at EU level for joint clinical assessments in these areas. In December 2021 the HTA Regulation was adopted and entered into force on January 11, 2022. It will apply from 2025.

Brexit

The withdrawal of the United Kingdom, or the UK, from the EU on January 31, 2020, commonly referred to as Brexit, has created significant uncertainty concerning the future relationship between the UK and the EU. The Medicines and Healthcare Products Regulatory Agency, or MHRA, is now the UK’s standalone regulator. On December 24, 2020, the EU and UK reached an agreement in principle on the framework for their future relationship, the EU-UK Trade and Cooperation Agreement, or the Trade and Cooperation Agreement. The Trade and Cooperation Agreement primarily focuses on ensuring free trade between the EU and the UK in relation to goods, including medicinal products. Although the body of the Trade and Cooperation Agreement includes general terms which apply to medicinal products, greater detail on sector-specific issues is provided in an Annex to the Trade and Cooperation Agreement.

Among the changes that will now occur are that Great Britain (England, Scotland and Wales) are treated as a third country. Northern Ireland is, with regard to EU regulations on free movement, continue to follow the EU regulatory rules. As part of the Trade and Cooperation Agreement, the EU and the UK will recognize GMP inspections carried out by the other party and the acceptance of official GMP documents issued by the other party. The Trade and Cooperation Agreement also encourages, although it does not oblige, the parties to consult one another on proposals to introduce significant changes to technical regulations or inspection procedures. Among the areas of absence of mutual recognition are batch testing and batch release. The UK has unilaterally agreed to accept EU batch testing and batch release. However, the EU continues to apply EU laws that require batch testing and batch release to take place in the EU territory. This means that medicinal products that are tested and released in the UK must be retested and re-released when entering the EU market for commercial use.

The UK regulatory framework in relation to clinical trials is derived from existing EU legislation (as implemented into UK law, through secondary legislation). However, it is currently unclear to what extent the UK will seek to align its regulations with the EU following entry into application of the Clinical Trials Regulation on January 31, 2022.

As regards marketing authorizations, Great Britain has a separate regulatory submission process, approval process and a national marketing authorization. Northern Ireland will, however, continue to be covered by the marketing authorizations granted by the European Commission. Since January 1, 2021, an applicant for a centralized procedure marketing authorization can no longer be established in the UK. Since this date, companies established in the UK cannot use the centralized procedure and instead must follow one of the UK national authorization procedures to obtain a marketing authorization to market products in the UK. Until December 31, 2023, MHRA may rely on a decision taken by the European Commission on the approval of a new centralized procedure marketing authorization when determining an application for a Great Britain marketing authorization; or use the MHRA’s decentralized or mutual recognition procedures which enable marketing authorizations approved in EU Member States to be granted in Great Britain. Post Brexit, the MHRA has been updating various aspects of the regulatory regime for medicinal products in the UK.

Orphan designation in Great Britain following Brexit is, unlike in the EU, not available pre-marketing authorization. Applications for orphan designation are made at the same time as an application for a marketing authorization. The criteria to be granted an orphan medicinal product designation or essentially identical to those in the EU but based on the prevalence of the condition in Great Britain. It is therefore possible that conditions that were or would have been designated as orphan conditions in Great Britain prior to the end of the Transition Period are or would no longer be and that conditions that were not or would not have been designated as orphan conditions in the EU will be designated as such in Great Britain.

It is currently unclear to what extent the UK will seek to align its regulations with the EU in the future. The UK regulatory framework in relation to clinical trials is derived from existing EU legislation (as implemented into UK law, through secondary legislation). However, the Retained EU Law (Revocation and Reform) Bill published in late 2022 which is intended to remove all EU-derived legislation from the UK statute book by the end of 2023, may result in a divergence of approach between the EU and the UK.

On January 17, 2022, the MHRA launched an eight-week consultation on reframing the UK legislation for clinical trials. The consultation closed on March 14, 2022 and aims to streamline clinical trials approvals, enable innovation, enhance clinical trials transparency, enable greater risk proportionality, and promote patient and public involvement in clinical trials. The outcome of the consultation will be closely watched and will determine whether the UK chooses to align with the regulation or diverge from it to maintain regulatory flexibility. A decision by the UK not to closely align its regulations with the new approach that will be adopted in the EU may have an effect on the cost of conducting clinical trials in the UK as opposed to other countries and/or make it harder to seek a marketing authorization in the EU for our product candidates on the basis of clinical trials conducted in the UK.

Privacy laws

We are subject to stringent and evolving United States and foreign laws, regulations, rules, contractual obligations, policies and other obligations related to data privacy and security, including the European Union’s General Data Protection Regulation, or EU GDPR. New privacy rules are being enacted in the United States and globally, and existing ones are being expanded, updated and strengthened. For example, the EU GDPR which went into effect in May 2018 introduced strict requirements regarding the processing of personal data, including health-related data.

The collection and use of personal health data in the EEA is governed by the EU GDPR, which became effective on May 25, 2018. The EU GDPR applies to any company established in the EEA and to companies established outside the EEA that process personal data in connection with the offering of goods or services to data subjects in the EEA or the monitoring of the behavior of data subjects in the EEA. The EU GDPR enhances data protection obligations for controllers and processors of personal data, including stringent requirements relating to the consent of data subjects, expanded disclosures about how personal data is used, requirements to conduct privacy impact assessments for high-risk processing, limitations on retention of personal data and mandatory data breach notification and privacy by design requirements, and creates direct obligations on service providers acting as data processors. The EU GDPR also imposes strict rules on the transfer of personal data outside of the EEA to countries that do not ensure an adequate level of protection, such as the United States. Failure to comply with the requirements of the EU GDPR and the related national data protection laws of the EEA countries may result in fines up to 20 million Euros or 4% of a company’s global annual revenues for the preceding financial year, whichever is higher. Moreover, the EU GDPR grants data subjects the right to claim compensation for damages resulting from infringement of the EU GDPR.

Further, the exit of the UK from the EU on January 1, 2020, often referred to as Brexit, has created uncertainty with regard to data protection regulation in the UK. Specifically, the UK exited the EU on January 1, 2020, subject to a transition period that ended December 31, 2020. The UK has implemented legislation similar to the EU GDPR, the UK GDPR, including the UK Data Protection Act, which provides for fines of up to the greater of 17.5 million British Pounds or 4% of a company’s worldwide turnover, whichever is higher. Additionally, the relationship between the UK and the EU in relation to certain aspects of data protection law remains unclear following Brexit, including with respect to regulation of data transfers between EU Member States and the UK. On June 28, 2021, the European Commission announced a decision of “adequacy” concluding that the UK ensures an equivalent level of data protection to the EU GDPR, which provides some relief regarding the legality of continued personal data flows from the European Economic Area, or EEA, to the UK. Some uncertainty remains, however, as this adequacy determination must be renewed after four years and may be modified or revoked in the interim. We cannot fully predict how the Data Protection Act, the UK GDPR, and other UK data protection laws or regulations may develop in the medium to longer term nor the effects of divergent laws and guidance regarding how data transfers to and from the UK will be regulated.

Employees

As of December 31, ~~2022~~2023, we had ~~143~~145 full-time employees and 3 part-time employees, ~~118~~99 of whom are based in Israel and 2846 of whom are based in the United States. Of these employees, ~~116~~22 are primarily engaged in research and development activities and 30123 are primarily engaged in manufacturing, general and administrative and commercialization matters. A total of 1714 employees have an M.D. or Ph.D. degree. None of our employees is represented by a labor union. We have never experienced any employment-related work stoppages and believe our relationships with our employees are good Israeli labor laws govern the length of the workday and workweek, minimum wages for employees, procedures for hiring and dismissing employees, determination of severance pay, annual leave, sick days, advance notice of termination, payments to the National Insurance Institute, and other conditions of employment and include equal opportunity and anti-discrimination laws. While none of our employees is party to any collective bargaining agreements, certain provisions of the collective bargaining agreements between the Histadrut (General Federation of Labor in Israel) and the Coordination Bureau of Economic Organizations (including the Industrialists’ Associations) are applicable to our employees in Israel by order of the Israeli Ministry of Economy and Industry. These provisions primarily concern pension fund benefits for all employees, ~~insurance~~ insurance for work-related accidents, recuperation pay and travel expenses. We generally provide our employees with benefits and working ~~conditions~~ conditions beyond the required minimums.

We are an equal opportunity employer that pledges to not discriminate against employees based on race, color, religion, sex, national origin, age, disability or genetic information. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors through the granting of equity-based compensation awards. We strive to create a diverse environment, and our commitment to diversity, equity and inclusion begins with our leadership team of diverse backgrounds and experiences, including three women on the board of directors.

We are committed to the Environmental Health and Safety (EHS) safety of our employees. We continuously strive to maintain our strong safety performance as we continue to grow our business around the globe. The keys to our EHS success are a workforce that is engaged, a management team who supports and invests in employee safety, and the leadership of our skilled EHS team. In the last several years, the team has added dedicated EHS professionals to individual sites to train employees and ensure compliance with applicable safety standards and regulations. The team hosts regular meetings to share information and discuss best practices across plants.

We are also committed to developing our future leaders at every level. Our talent processes start with understanding what current and future talent is needed to deliver business goals, followed by a talent review process to assist managers with evaluating talent. Learning and development is a critical part of creating our culture of high performance, innovation, and inclusion. We believe on-the-job experience is an outstanding way to learn, and performance and development plans ensure that managers and employees have conversations about career aspirations, mobility, developmental goals and interests.

We are committed to creating an open and accountable workplace where employees feel empowered to speak up and raise issues. In an ongoing effort to understand our employees’ needs, and deliver on our values of trust, accountability and collaboration, we listen. We regularly host company-wide and business unit town halls to offer employees an opportunity to ask questions about Company activities and policies that impact them. We solicit and receive questions and feedback from our employees through this process. We also provide multiple channels to speak up, ask for guidance, and report concerns.

Environmental, Health and Safety Matters

We are subject to extensive environmental, health and safety laws and regulations in a number of jurisdictions, primarily Israel, governing, among other things: the use, storage, registration, handling, emission and disposal of chemicals, waste materials and sewage; chemicals, air, water and ground contamination; air emissions and the cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals, waste materials and sewage. Our operations use chemicals and produce waste materials and sewage and require permits from various governmental authorities including, local municipal authorities, the Israeli Ministry of Environmental ~~Protection~~ Protection and the Israeli Ministry of Health. The Ministry of Environmental Protection and the Ministry of Health, local authorities and the municipal water and sewage company conduct periodic inspections in order to review and ensure our compliance with the various regulations. These laws, regulations and permits could potentially require the expenditure by us of significant amounts for compliance or remediation. If we fail to comply with such laws, regulations or permits, we may be subject to fines and other civil, administrative or criminal sanctions, including the revocation of permits and licenses necessary to continue our business activities. In addition, we may be required to pay damages or civil judgments in respect of third-party claims, including those relating to personal injury (including exposure to hazardous substances we use, store, handle, transport, manufacture or dispose of), property damage or contribution claims. Some environmental, health and safety laws allow for strict, joint and several liability for remediation costs, regardless of comparative fault. We may be identified as a responsible party under such laws. Such developments could have a material adverse effect on our business, financial condition and results of operations. In addition, laws and regulations relating to environmental, health and safety matters are often subject to change. In the event of any changes or new laws or regulations, we could be subject to new compliance measures or to penalties for activities that were previously permitted.

Our Values

At Gamida Cell, our actions are guided by five core values that are the foundation of who we are and who we aspire to be. We live these values on a daily basis. For our values to impact our goal of bringing life-changing cell therapies to patients, they must be at the center of everything we do:

● Put Patients First: Our reason to wake up each day.

● Be Respectful: We are ethical and kind.

● Drive to Success: We work hard and play hard.

● Embrace Change: Our adaptability advances medicine.

● Be Bold: We strive for cures.

We are committed to promoting integrity, honesty and professionalism and maintaining the highest standards of ethical conduct in all of the Company’s activities. The Company’s success depends on its reputation for integrity and fairness. Therefore, it is essential that the highest standards of conduct and professional integrity be observed in all contacts made by the Company’s directors and employees, including officers, with customers, shareholders, suppliers, government officials, fellow employees and members of the general public. In this regard, Gamida Cell has established this written set of policies dealing with the rules and policies of conduct to be used in conducting the business affairs of the Company, which is available on our website (https://investors.gamida-cell.com/corporate-governance/documents-charters).

Environmental matters

By the nature of our operations and the size of our facility in Kiryat Gat, Israel, we do not consume a significant amount of energy. Our clean rooms are designed to limit our energy consumption, and we do not have significant emissions from our operations. We will continue to assess the environmental impact of our operations.

Corporate Information

We are an Israeli corporation incorporated in 1998. Our principal executive offices are located at 116 Huntington Avenue, 7th Floor, Boston, Massachusetts 02116. Our telephone number is (617) 892-9080. Our website address is www.gamida-cell.com.

~~ITEM~~Item 1A1a. ~~RISK~~Risk ~~FACTORS~~Factors

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below, in addition to the other information set forth in this annual report, including the consolidated financial statements and the related notes included elsewhere in this annual report, before purchasing our ordinary shares. If any of the following risks actually occurs, our business, financial condition, cash flows and results of operations could be negatively impacted. In that case, the trading price of our ordinary shares would likely decline and you might lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Summary of Selected Risk Factors

Our business is subject to ~~numerous~~a number of risks, including risks that ~~you~~may ~~should~~prevent beus ~~aware~~from achieving our business objectives or may adversely affect our business, financial condition, results of ~~before~~operations, ~~making~~cash anflows, ~~investment~~and ~~decision~~prospects. These risks are ~~described~~discussed more fully inbelow ~~this~~and ~~“Risk~~include, but are not limited ~~Factors”~~to, ~~section~~risks ~~and~~related ~~include~~to, ~~among~~the ~~others~~following:

● ~~Although~~We wemay ~~are~~not ~~exploring a range of strategic alternatives, there is no certainty that we will~~ be able to ~~execute~~continue onas ~~any transaction or that such~~ a ~~transaction~~going ~~will~~concern ~~enhance shareholder value,~~ and ~~any~~holders ~~such~~of ~~transaction,~~our ifordinary ~~available~~shares ~~and~~could ~~achieved,~~suffer ~~may~~a betotal ~~highly~~loss ~~dilutive~~of totheir ~~the Company’s stockholders~~investment.

● ~~The~~Pursuant ~~costs~~to ~~associated~~the ~~with~~restructuring aprocess ~~potential~~as ~~strategic~~contemplated ~~transaction~~by ~~may~~the Support Agreement, if completed, holders of our ordinary shares will have their equity cancelled and will be ~~significant~~given certain contingent value rights, or CVRs, which may have no value.

● WePursuit ~~have~~of ~~incurred~~a ~~significant~~strategic ~~losses~~transaction ~~since~~has consumed a substantial portion of the time and attention of our ~~inception.~~management Weand ~~anticipate~~we expect that weour restructuring process will continue to ~~incur~~consume ~~significant~~the ~~losses~~attention ~~for~~of ~~the~~our ~~foreseeable~~management, ~~future~~which may have an adverse effect on our business and results of operations, and we may ~~never~~face ~~achieve~~increased orlevels ~~maintain~~of ~~profitability,~~employee ~~which~~attrition. ~~raises~~In ~~substantial~~addition, ~~doubt~~the ~~regarding~~third-party ~~our~~costs ~~ability~~associated towith ~~continue~~a aspotential astrategic ~~going~~transaction ~~concern~~have ~~absent~~been ~~access~~and towill ~~additional~~continue ~~sources~~to ofbe ~~liquidity~~significant.

● ~~There~~While iswe ~~substantial~~complete ~~doubt regarding~~ our ~~ability~~restructuring ~~to continue as a going concern. Operating our business and servicing our debt requires a significant amount of cash~~process, ~~and~~ we will ~~need~~be tosubject ~~obtain additional funding in the near-term~~ to ~~continue to sufficiently fund our operations and pay our substantial debt, including our 5.875% convertible senior notes that mature in February 2026, or~~ the ~~2021~~risks ~~Notes,~~ and ~~our~~uncertainties ~~first~~associated ~~lien~~with ~~secured~~voluntary ~~note~~restructuring ~~that~~proceedings ~~matures~~ in ~~December 2024, or the 2022 Note~~Israel.

● ~~The~~We ~~Indenture~~have ~~governing~~not ~~the~~generated ~~2021~~significant ~~Notes~~revenue ~~and~~from ~~the~~product ~~Loan~~sales and ~~Security Agreement governing the 2022 Note each contain restrictions and other provisions regarding events of default that~~ may ~~make~~never itbe ~~more difficult to execute our strategy or to effectively compete or that could adversely affect our liquidity~~profitable.

● ~~Raising~~We ~~additional~~are ~~capital~~heavily ~~may~~dependent ~~cause~~on ~~dilution~~the tosuccess ~~our~~of ~~shareholders~~Omisirge, ~~and~~including ~~our~~obtaining ~~share~~regulatory ~~price~~approvals toin ~~fall,~~geographies ~~restrict~~outside ~~our~~of ~~operations~~the orUnited ~~require~~States, usand toif ~~relinquish~~Omisirge ~~rights~~is tonot successfully commercialized, our ~~technologies~~business orwill ~~product~~be ~~candidates~~adversely affected.

37● We have limited experience producing Omisirge at commercial levels and we have limited experience operating a cGMP compliant manufacturing facility.

● We currently have ~~never~~a ~~generated~~limited ~~any~~marketing ~~revenue~~and ~~from~~sales ~~product~~organization. If we are unable to establish adequate sales and ~~may~~marketing ~~never~~capabilities to support the commercial launch of Omisirge or enter into agreements with third parties to market and sell Omisirge, we may be ~~profitable~~unable to generate sufficient product revenue.

● WeSales ~~are heavily dependent on the success~~ of ~~our~~Omisirge ~~product~~will ~~candidates,~~be ~~especially~~limited ~~our~~unless ~~primary~~it ~~product~~achieves ~~candidate,~~broad ~~omidubicel, including obtaining regulatory approval to~~ market ~~our~~acceptance ~~product~~by ~~candidates in the United States~~physicians, ~~the European Union and other geographies~~patients, ~~and~~third-party ~~if omidubicel does not successfully receive regulatory approval~~payers, orhospital ispharmacists ~~not~~and ~~successfully~~others ~~commercialized,~~in ~~our~~the ~~business~~medical ~~will be adversely affected~~community.

● WeIt may be ~~unable~~difficult for us to ~~obtain~~profitably ~~regulatory~~sell ~~approval~~Omisirge if coverage and reimbursement for ~~our~~Omisirge ~~product~~is ~~candidates~~limited by government authorities and/or third-party payer policies.

● ~~The~~We ~~results~~are subject to the risk of ~~earlier~~various ~~studies~~legal and ~~trials~~regulatory ~~may~~proceedings, ~~not~~including belitigation ~~predictive~~in the ordinary course of ~~future~~business. ~~trial~~Our ~~results,~~business further entails a significant risk of product liability and our ~~clinical~~ability ~~trials~~to ~~may~~obtain ~~fail~~sufficient toinsurance ~~adequately~~coverage ~~demonstrate~~could ~~the~~have ~~safety~~a ~~and~~material ~~efficacy~~effect ofon our ~~product~~business, ~~candidates~~financial condition, results of operations or prospects.

● ~~Interim,~~Omisirge ~~“topline”~~ and ~~preliminary~~the ~~data~~administration ~~from~~process ~~our~~may ~~clinical~~cause ~~trials~~undesirable ~~that~~side weeffects ~~announce~~ or ~~publish~~have ~~from~~other ~~time~~properties tothat ~~time~~could ~~may~~limit ~~change~~the ascommercial ~~more~~profile ~~patient~~of ~~data~~an ~~become~~approved ~~available~~label ~~and~~or ~~are~~result ~~subject~~in tosignificant ~~audit~~negative ~~and~~consequences ~~verification~~following ~~procedures~~marketing ~~that~~approval, ~~could~~and result in ~~material~~costly ~~changes~~and indamaging ~~the~~product ~~final~~liability ~~data~~claims against us.

● ~~The~~Omisirge ~~success~~will ofremain ~~our~~subject ~~NAM~~to ~~technology~~regulatory ~~platform and our product candidates is substantially dependent on developments within the emerging field of cellular therapies, some of which are beyond our control~~scrutiny.

● ~~Because~~We ~~our~~may ~~product~~be ~~candidates~~unable ~~are based on novel technologies, it is difficult~~ to ~~predict~~maintain the ~~time~~benefits ~~and~~associated ~~cost~~with oforphan ~~development~~drug ~~and~~designations ~~our~~that ~~ability~~we tohave ~~successfully~~obtained, ~~complete~~including ~~clinical~~market ~~development~~exclusivity, ofwhich ~~these~~may ~~product~~cause ~~candidates~~our ~~and~~revenue, ~~obtain~~if ~~the~~any, ~~necessary~~to ~~regulatory~~be ~~approvals for commercialization~~reduced.

~~● We may find it difficult to enroll patients in our clinical studies, which could delay or prevent us from proceeding with clinical trials.~~22

● Our ~~product~~business ~~candidates~~operations and ~~the~~current ~~administration~~and ~~process~~future ~~may~~relationships ~~cause~~with ~~undesirable~~healthcare ~~side~~professionals, ~~effects~~consultants, orthird-party ~~have other properties that could delay or prevent their regulatory approval~~payers, ~~limit~~patient ~~the~~organizations ~~commercial~~and ~~profile~~customers ofwill anbe ~~approved~~subject ~~label~~to orapplicable ~~result~~healthcare inregulatory ~~significant negative consequences following marketing approval~~laws, ifwhich ~~any,~~could ~~and~~expose ~~result~~us into ~~costly and damaging product liability claims against us~~penalties.

● ~~Even~~We ifface wecompetition ~~complete~~from ~~the~~other ~~necessary~~biotechnology ~~clinical~~and ~~trials,~~pharmaceutical ~~we cannot predict when~~companies, orand ~~if, we will obtain regulatory approval to commercialize any of~~ our ~~product~~operating ~~candidates,~~results ~~and~~will ~~the~~suffer ~~approval~~if ~~may be for a narrower indication than~~ we ~~seek~~fail ~~or be subject~~ to ~~other~~compete ~~limitations or restrictions that limit its commercial profile~~effectively.

● ~~Enacted~~Even ~~and~~though ~~future~~Omisirge ~~healthcare~~is ~~legislation~~approved ~~may~~by ~~increase~~ the ~~difficulty~~FDA ~~and~~for ~~cost~~marketing ~~for~~in usthe toUnited ~~obtain~~States, ~~marketing~~we may never obtain approval of ~~and~~Omisirge ~~commercialize~~outside ~~our~~of ~~product~~the ~~candidates~~United ~~and~~States, ~~may~~which ~~affect~~would ~~the~~limit ~~prices~~our wemarket ~~may~~opportunities ~~set~~and adversely affect our business.

● ~~Our~~The ~~business~~misuse ~~operations~~or ~~and~~off-label ~~current~~use ~~and~~of ~~future~~our ~~relationships~~products ~~with~~may ~~investigators,~~harm ~~healthcare~~our ~~professionals,~~reputation ~~consultants~~in the marketplace, ~~third-party~~result ~~payers~~in injuries that lead to product liability suits or result in costly investigations, ~~patient~~fines ~~organizations~~or ~~and~~sanctions ~~customers~~by ~~will~~regulatory bebodies ~~subject~~if we are deemed to ~~applicable~~have ~~healthcare~~engaged ~~regulatory~~in ~~laws~~the promotion of these uses, any of which could ~~expose~~be uscostly to ~~penalties~~our business.

● ~~Legislative~~Failure or ~~regulatory~~perceived ~~healthcare~~failure ~~reforms~~to incomply ~~the~~with ~~United~~existing ~~States~~or ~~may~~future ~~make~~laws, itregulations, ~~more~~contracts, ~~difficult~~self-regulatory schemes standards and ~~costly~~other ~~for~~obligations usrelated to ~~obtain~~data ~~regulatory~~privacy ~~clearance~~and orsecurity ~~approval~~(including ofsecurity incidents) could harm our ~~product~~business. ~~candidates~~Compliance ~~and~~or the actual or perceived failure to ~~produce,~~comply ~~market~~with ~~and~~such ~~distribute~~obligations could increase the costs of our products/services, ~~after~~limit ~~clearance~~their use or ~~approval~~adoption, isand ~~obtained~~otherwise negatively affect our operating results and business.

● We ~~may~~ rely on ~~third~~a ~~parties~~limited tonumber ~~conduct certain elements~~ of ~~our~~suppliers ~~preclinical~~to ~~studies~~provide ~~and~~the ~~clinical~~raw ~~trials~~materials ~~and perform~~ other ~~tasks~~than ~~for~~cord ~~us.~~blood If(serum ~~these~~and ~~third~~growth ~~parties~~factor) doneeded ~~not~~to ~~successfully~~produce ~~carry~~our ~~out~~product. ~~their~~We ~~contractual~~have ~~duties,~~a ~~meet~~relationship ~~expected~~with ~~deadlines~~a orsingle ~~comply~~supplier, ~~with~~Miltenyi ~~regulatory~~Biotec ~~requirements~~GmbH, wefor ~~may~~certain ~~not~~equipment be(columns ~~able~~and tobeads) ~~obtain~~necessary ~~regulatory~~to ~~approval~~manufacture ~~for or commercialize~~ our product ~~candidates~~.

● WeOur ~~rely~~reliance on athird ~~single~~parties ~~facility~~requires ~~located~~us into ~~Kiryat~~share ~~Gat,~~our ~~Israel~~trade tosecrets ~~manufacture~~and ~~omidubicel.~~other ~~Severe~~intellectual ~~natural~~property, orwhich ~~other~~increases ~~disaster,~~the ~~power~~possibility ~~outages~~that ora ~~disruption~~competitor atwill ~~this~~discover ~~site~~them ~~could~~or ~~have~~that aour ~~material~~trade ~~adverse~~secrets ~~effect~~and onother ~~our~~intellectual ~~ability~~property towill ~~manufacture~~be ~~sufficient~~misappropriated ~~commercial~~or ~~supply~~disclosed.

● We face a variety of challenges and uncertainties associated with our dependence on the availability of ~~human umbilical cord blood units, or~~ CBUs, at cord blood banks for the manufacture of ~~omidubicel~~Omisirge.

● If we are unable to obtain, maintain or protect intellectual property rights related to ~~any of our product candidates or any future product candidates~~Omisirge, we may not be able to compete effectively in our market.

● Due to our limited resources and access to capital, we must, and have in the past decided to, prioritize development of certain product candidates over other potential candidates. These decisions may prove to have been wrong and may adversely affect our revenue.

● We may not be successful in our efforts to identify, discover or license additional product candidates.

● We do not have experience producing our product candidates at commercial levels or operating a cGMP manufacturing facility.

● We currently have a limited marketing and sales organization. If we are unable to establish adequate sales and marketing capabilities to support the potential commercial launch of omidubicel, if approved, we may be unable to generate any product revenue.

● If we receive marketing approval for our product candidates, sales will be limited unless the applicable products achieve broad market acceptance by physicians, patients, third-party payers, hospital pharmacists and others in the medical community.

●

The market price of our ordinary shares may fluctuate significantly, which could result in substantial losses by our investors.

●

The exchange of some or all of the 2021 Notes or 2022 Note into our ordinary shares could result in significant dilution to existing shareholders, adversely affect the market price of our ordinary shares and impair our ability to raise capital through the sale of additional equity securities.

●

Significant parts of our operations are located in Israel and, therefore, our results may be adversely affected by political, economic and military conditions in Israel.

~~Risks Related to Our Strategic Review Process~~23

~~Although~~Risks weRelated ~~are exploring a range of strategic alternatives, there is no certainty that we will be able~~ to ~~execute~~Our onFinancial ~~any~~Position ~~transaction or that such a transaction~~and ~~will~~Restructuring ~~enhance shareholder value, and any such transaction, if available and achieved, may be highly dilutive to the Company’s stockholders.~~Process

AsWe ofmay ~~December~~not ~~31,~~be ~~2022, we~~able ~~had~~to ~~cash~~continue ~~and~~as ~~cash equivalents of $64.7 million. On March 27, 2023, we announced the initiation of~~ a ~~process to restructure our business~~going toconcern ~~primarily focus on the commercial launch of omidubicel, following FDA approval if granted,~~ and ~~that~~holders ~~we are exploring potential commercial and strategic options to support a broader launch~~ of ~~omidubicel.~~our ~~Certain~~ordinary ~~potential~~shares ~~transactions, if available and achieved,~~ could ~~result in~~suffer ~~substantial dilution to existing shareholders and have~~ a ~~material~~total ~~adverse~~loss ~~effect on the price~~ of ~~our~~their ~~ordinary shares~~investment.

InOur ~~light~~cash ofbalance ~~our~~as ~~ongoing~~of December ~~and~~31, ~~projected~~2023 ~~operational~~was ~~expenses,~~$46.6 ~~there~~million. ~~can~~Our bepreliminary noestimated ~~assurance~~unrestricted ~~that~~cash ~~any~~balance ~~potential~~as ~~financing~~of ~~transaction~~March or15, ~~any~~2024 ~~alternative~~was ~~strategic~~$28.5 ~~transaction~~million, if ~~available,~~reflecting ~~would~~a bemonthly burn ~~sufficient~~rate ~~for~~of ~~our~~$7.2 ~~financing~~million, ~~needs.~~which Inwe ~~light~~expect ofto ~~our~~continue. ~~current~~These ~~share~~conditions ~~price,~~raise ~~raising~~substantial ~~additional~~doubt ~~funds~~about ~~through~~our ~~the~~ability ~~issuance of~~to ~~additional~~continue ~~debt~~as ora ~~equity~~going concern ~~securities,~~beyond ~~including~~the assecond ~~part~~quarter of a2024. ~~strategic~~We ~~alternative,~~have ~~could~~incurred ~~result~~net inlosses ~~substantial~~each ~~dilution~~year tosince our ~~existing shareholders,~~inception ~~and~~in ~~increased~~1998, ~~fixed~~including ~~payment~~net ~~obligations~~losses of $63.0 ~~Furthermore,~~million ~~any~~and ~~issued~~$79.4 ~~securities~~million ~~may~~for ~~have~~the ~~rights~~years ~~senior~~ended toDecember ~~those~~31, of2023 ~~our~~and ~~ordinary shares~~2022, respectively. ~~Any~~As of ~~these~~December ~~events~~31, ~~could~~2023, ~~significantly~~we ~~harm~~had ~~our~~an ~~business,~~accumulated deficit ~~financial~~of ~~condition,~~$479.8 ~~and prospects~~million.

~~There~~Although ~~can~~we behave noimplemented ~~assurance~~significant cost reductions and other ~~that~~cash-focused ~~our~~measures ~~pursuit~~to manage liquidity, including implementing a workforce reduction of ~~financing~~25% orof our ~~board~~workforce ofas ~~directors’~~announced ~~evaluation~~on ~~process~~March 27, ~~will~~2024, ~~result~~without inrestructuring aour ~~transaction~~substantial debt, orwe ifwill ~~any~~not ~~such~~have athe ~~transaction is~~necessary ~~consummated,~~cash ~~that~~resources itfor ~~will~~our ~~successfully~~operations ~~address~~and to pay our outstanding ~~current~~obligations ~~liquidity~~under ~~challenges~~the or2022 ~~otherwise~~Notes ~~enhance~~(as ~~stockholder~~defined ~~value~~below) and the 2021 Notes (as defined below) as they become due. IfAs aof ~~strategic~~March ~~transaction~~15, is2024, ~~insufficient~~we toowed ~~address~~approximately $5.0 million under our ~~long-term~~senior ~~financing~~secured ~~needs~~exchangeable notes issued on December 12, 2022, or the 2022 Notes, and we ~~will~~owed ~~need~~approximately to$75.0 ~~significantly~~million ~~delay~~under orour ~~further~~senior ~~scale~~unsecured ~~back~~exchangeable ~~operations~~ notes issued on February 16, 2021, or ~~potentially~~the ~~cease~~2021 ~~operations~~Notes, and inwe ~~part~~have orongoing inpayment ~~full~~obligations under each of these notes. IfWith the goal of maximizing value for our stakeholders, on March 26, 2024, we ~~decided~~entered into the Support Agreement with Highbridge, pursuant to ~~cease~~which ~~operations~~we and ~~dissolve~~Highbridge ~~and~~have ~~liquidate~~agreed to restructure all of our outstanding ~~assets,~~equity itand debt in a voluntary restructuring proceeding that is ~~unclear~~governed by Israeli law, referred to as our restructuring process. If we are unable to ~~what~~complete ~~extent~~our restructuring process as contemplated by the Support Agreement, we ~~would~~will belikely ~~able~~enter toinvoluntary insolvency ~~pay~~proceedings in Israel and wind down our ~~obligations~~operations. InThere ~~such~~will abe ~~circumstance~~significant costs associated with such proceedings and inwind down, ~~light~~such as separation of ~~our~~employees ~~current~~and ~~liquidity~~termination ~~position~~of contracts, itand iswe ~~unlikely~~could owe certain taxes on any such transaction. If we enter ~~that~~involuntary ~~substantial~~insolvency ~~resources~~proceedings, ~~would~~we beexpect ~~available~~that ~~for~~there will be no distribution (cash or otherwise) to shareholders after payment of the foregoing expenses and our shareholders will suffer a total loss of their investment.

39Pursuant to the restructuring process as contemplated by the Support Agreement, if completed, holders of our ordinary shares will have their equity cancelled and will be given certain contingent value rights, which may have no value.

~~The~~If ~~costs~~our ~~associated~~restructuring process is completed as contemplated by the Support ~~with~~Agreement, Gamida Cell Ltd. will be a ~~potential~~newly ~~strategic~~reorganized ~~transaction~~private ~~may~~operating company that is owned entirely by Highbridge and our business will continue as a going concern with Highbridge being the only impaired creditor. No cash or other consideration will be ~~significant~~available for distribution to our shareholders after discharge of our debts and liabilities and payment of expenses associated with this process. However, pursuant to the Support Agreement, each holder of ordinary shares of the Company as of the completion of the restructuring process will be entitled to receive certain CVRs pursuant to a contingent value rights agreement, or the CVR Agreement, to be executed in connection with the restructuring process upon cancellation of such holder’s ordinary shares and subject to the completion of the restructuring process.

WeWhen ~~expect~~issued, the CVRs will require cash payments to ~~incur~~CVR ~~significant~~holders of: ~~third~~(i) ~~party~~$10 ~~costs~~million in the aggregate, if, within three years following the effective date of the restructuring, aggregate U.S. revenues from sales of Omisirge exceed $100 million in any four consecutive fiscal quarters; and (ii) $15 million in the aggregate, if, within three years following the effective date of the restructuring, aggregate U.S. revenues from sales of Omisirge in any four consecutive fiscal quarter exceed $150 million; and (iii) $2.5 million in the aggregate upon the first regulatory approval of any product associated with the ~~identifying~~Company’s NK cell platform within four years following the effective date of the restructuring. The CVRs will not be transferable, will ~~evaluating~~not have any voting or dividend rights, and ~~negotiating~~interest awill ~~definitive~~not ~~agreement~~accrue ~~for~~on aany ~~suitable~~amounts ~~acquisition~~potentially orpayable ~~other strategic~~on ~~transaction~~the CVRs. WeAccordingly, the ~~can~~right ~~give~~of noany ~~assurance~~shareholder of record as of the completion of our restructuring process to receive any future payment on or derive any value from the ~~level~~CVRs will be contingent solely upon the achievement of ~~such~~the ~~costs~~foregoing events within the time periods specified. For the year ended December 31, ~~given~~2023, ~~that~~we had $1.8 million of net revenues from sales of Omisirge, which were solely in the United States. Accordingly, there can be no ~~guarantee~~assurance that ~~negotiations~~ Omisirge will be successfully commercialized or that the newly reorganized company will be able to ~~acquire~~achieve the revenues required or regulatory milestone for any ~~given~~payment ~~target~~under ~~business~~the orCVRs. If these events are not achieved for any reason within the time periods specified, no payments will be ~~acquired~~made byunder athe ~~target~~CVRs, and the CVRs will be ~~successful~~expire without value. ~~The~~Furthermore, ~~greater~~the CVRs will be unsecured obligations and all payments under the ~~number~~CVRs, all other obligations under the CVR Agreement and the CVRs and any rights or claims relating thereto will be subordinated in right of ~~potential~~payment ~~transactions~~to ~~that~~the prior payment in full of all current or future senior obligations weor ~~negotiate~~the reorganized company. Finally, the Israeli and ~~which~~U.S. dofederal ~~not~~income ~~reach~~tax ~~completion,~~treatment of the ~~greater~~CVRs is unclear. There is no legal authority directly addressing the ~~likely~~Israeli ~~impact~~or U.S. federal income tax treatment of ~~such~~the ~~costs~~receipt of, and payments on, ~~our~~the ~~financial~~CVRs, ~~condition~~and there can be no assurance that Israel Tax Authority or the U.S. Internal Revenue Service, would not assert, or that a court would not sustain, a position that could result in adverse Israeli or U.S. federal income tax consequences to holders of the CVRs.

~~Risks Related to Our Financial Position~~24

WePursuit ~~have~~of ~~incurred~~a ~~significant~~strategic ~~losses~~transaction has ~~since~~consumed a substantial portion of the time and attention of our ~~inception.~~management Weand ~~anticipate~~we expect that weour restructuring process will continue to ~~incur~~consume ~~significant~~the ~~losses~~attention ~~for~~of ~~the~~our ~~foreseeable~~management, ~~future~~which may have an adverse effect on our business and results of operations, and we may ~~never~~face increased ~~achieve~~levels of employee attrition. In addition, the third-party costs associated with our restructuring process have been and will orcontinue ~~maintain~~to ~~profitability~~be significant.

WeWhile ~~are~~we complete our restructuring process, our management has and will continue to be required to spend a ~~clinical-stage~~significant ~~biopharmaceutical~~amount of time and effort focusing on the potential ~~company~~transaction. WeThis ~~have~~diversion ~~incurred~~of ~~net~~attention ~~losses~~may ~~each~~materially ~~year~~adversely ~~since~~affect the conduct of our ~~inception~~business, inand, ~~1998~~as a result, ~~including~~our ~~net~~financial condition ~~losses~~and results of ~~$79~~operations.4 ~~million~~During our strategic review process and ~~$89~~our restructuring process, our employees have faced considerable distraction and uncertainty and we expect to experience increased levels of employee attrition.8 ~~million~~A ~~for~~loss of key personnel or material erosion ~~the~~of ~~years~~employee ~~ended~~morale ~~December~~could 31have a materially adverse effect on our ability to maintain our operations as a going concern, ~~2022~~thereby adversely affecting our business and ~~2021,~~results ~~respectively~~of operations. AsThe failure to retain members of ~~December~~our ~~31,~~management ~~2022~~team and other key personnel could impair our ability to execute our restructuring process, wethereby ~~had~~having ana ~~accumulated~~material ~~deficit~~adverse effect on our financial condition and results of ~~$416.8~~operations and ~~million~~increasing the likelihood that we will have to enter involuntary insolvency proceedings.

WeFurthermore, we have ~~devoted~~and ~~substantially all~~expect ~~our~~to ~~financial~~continue ~~resources~~ to ~~designing~~incur ~~and~~significant ~~developing our product candidates, including conducting preclinical studies and clinical~~third-party ~~trials,~~costs ~~building~~associated awith ~~manufacturing~~negotiating ~~facility at Kiryat Gat, Israel~~ and ~~providing~~completing ~~general~~our ~~and~~restructuring ~~administrative support for these operations~~process. ~~Although~~ weWe ~~have~~can ~~implemented~~give ~~significant~~no ~~cost~~assurance ~~reduction~~as ~~and~~to ~~other~~the ~~cash-focused~~level ~~measures~~of tosuch ~~manage liquidity~~costs, ~~we expect to continue to~~given ~~incur~~that ~~significant~~there ~~expenses~~can ~~and~~be ~~operating~~no ~~losses~~guarantee ~~for~~that ~~the~~we ~~foreseeable~~will ~~future.~~complete ~~These conditions raise substantial doubt about~~ our ~~ability to~~restructuring ~~continue~~process as acurrently ~~going concern~~contemplated, ~~and~~including wewith ~~will~~respect ~~be required~~ to ~~raise~~the duration ~~additional funds, seek alternative means~~ of ~~financial~~the ~~support,~~restructuring ~~or both, in order to continue operations~~process.

IfWhile ~~the FDA approves omidubicel,~~ we ~~plan~~complete to conduct a commercial launch of omidubicel ourselves in the United States that will require a more limited investment resulting in a slower ramp of sales. In addition, we plan to continue to assess whether to pursue strategic alternatives for the commercialization of omidubicel both inside and outside of the United States to ensure that as many patients as possible have access to omidubicel. To date, we have financed our ~~operations~~restructuring ~~primarily through our public offerings of equity securities~~process, ~~private placements of debt and equity securities and royalty-bearing grants that~~ we received from the Israeli Innovation Authority, or the IIA, formerly known as the Office of the Chief Scientist of the Ministry of Economy and Industry, including from Bereshit Consortium, sponsored by the IIA. The amount of our future net losses will ~~depend,~~be insubject ~~part, on the rate of our future expenditures and our ability~~ to ~~obtain funding through equity or debt financings,~~ ~~strategic collaborations, or grants. Even if we obtain regulatory approval to market omidubicel or any other product candidates, our future revenue will depend upon~~ the ~~size~~risks ~~of any markets in which such product candidates receive approval,~~ and ~~our~~uncertainties ~~ability~~associated towith ~~achieve~~voluntary ~~sufficient market~~restructuring ~~acceptance,~~proceedings ~~pricing~~in ~~and reimbursement from third-party payers for such product candidates~~Israel. Further, the net losses that we incur may fluctuate significantly from quarter to quarter and year to year, such that a period-to-period comparison of our results of operations may not be a good indication of our future performance. We may also incur other unanticipated costs from our operations.

~~There~~On isMarch ~~substantial~~27, ~~doubt~~2024, ~~regarding~~we voluntarily initiated restructuring proceedings ~~our~~pursuant to Israeli law and subject to the jurisdiction of Israeli courts. Our ability to continue operating as a going concern. ~~Operating~~will be subject to the risks and uncertainties associated with restructuring proceedings, including, among others: our ~~business~~ability to execute, confirm and ~~servicing~~consummate our ~~debt~~restructuring ~~requires~~process; athe ~~significant~~high ~~amount~~costs of ~~cash~~restructuring proceedings and related fees; our ability to obtain sufficient financing to allow us to emerge from insolvency and execute our business plan post-emergence, including the fact that Highbridge is not required to provide any financing to the Company during the restructuring process or until its completion (if completed), and weour ability ~~will~~to ~~need~~comply with terms and conditions of that financing; our ability to ~~obtain~~continue ~~additional~~our ~~funding~~operations in the ~~near-term~~ordinary course; our ability to ~~continue~~maintain our relationships with our transplant centers and other third parties; our ability to ~~sufficiently~~obtain, ~~fund~~maintain or renew contracts that are critical to our operations on reasonably acceptable terms and ~~pay~~conditions; our ~~substantial~~ability ~~debt~~to attract, motivate and retain key employees; heightened ~~including~~risks of shareholder and other litigation; and the ~~Notes~~actions and decisions of our stakeholders and other third parties who have interests in our restructuring proceedings that may be inconsistent with our operational and strategic plans. Any delays in our restructuring proceedings would increase the risks of our being unable to restructure our business and emerge from restructuring proceedings and may increase our costs associated with the restructuring process, result in the termination of our Support Agreement, and/or result in prolonged operational disruption or a complete wind down of our business. Also, we will need the prior approval of the Highbridge for material transactions that are not included in a budget that has been approved by Highbridge, or which would result in a material variance from such approved budget. Because of the risks and uncertainties associated with any restructuring proceedings, we cannot accurately predict or quantify the ultimate impact of events that could occur during any such proceedings. There can be no guarantees that we will emerge from restructuring proceedings and our restructuring process as a going concern. Further, we do not anticipate that holders of our ordinary shares will receive any recovery (cash or otherwise) from our restructuring proceedings or restructuring process at the completion of the process.

Our ~~financial~~workforce ~~statements have~~reduction ~~been~~may ~~prepared~~not onresult ~~a going concern basis under which an entity is able to realize its assets and satisfy its liabilities~~ in ~~the ordinary~~ ~~course~~anticipated ofsavings ~~business. Our future operations are dependent upon the identification~~ and ~~successful~~could ~~completion~~disrupt ofour ~~equity~~business ormore ~~debt~~than ~~financing and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that~~ we ~~will be successful in completing equity or debt financing or in achieving profitability~~expect. The financial statements do not give effect to any adjustments relating to the carrying values and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. Our audited consolidated financial statements as of and for the year ended December 31, 2022 accompanying this annual report note that there is substantial doubt about our ability to continue as a going concern, absent sources of additional liquidity.

40On March 27, 2024, we announced that our board of directors had authorized the termination of approximately 25% of our employees. We expect to complete the workforce reduction during the second quarter of 2024. We may not realize, in full or in part, the anticipated benefits and savings from this plan due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the expected cost savings from the workforce reduction, our operating results and financial condition could be adversely affected. We expect that our workforce reduction and our restructuring process will be disruptive to our operations and could yield unanticipated consequences, such as attrition beyond planned staff reductions, increased difficulties in our day-to-day operations and reduced employee morale. If employees who were not affected by the workforce reduction seek alternative employment, this could result in our seeking contractor support at unplanned additional expense.

In order to fund further operations, including commercializing omidubicel ourselves beyond our planned commercial launch that will require a more limited investment resulting in a slower ramp of sales, we will need to raise capital. We may seek these funds through a combination of private and public equity offerings, debt financings, government grants, strategic collaborations and licensing arrangements. Additional financing may not be available when we need it or may not be available on terms that are favorable to us. If we are unable to raise the requisite funds, we will need to curtail or cease operations and wind down our business, in which case, we may liquidate and distribute remaining cash to shareholders, after satisfaction of any obligations. We would incur third party costs associated with any distribution which would further limit funds to shareholders. There would be significant costs associated with winding down, such as separation of employees and termination of contracts, and we could owe certain taxes on any such transaction, all of which will further reduce the cash resources available for distribution to our shareholders.25

InCompletion ~~addition, our ability to make scheduled payments~~ of ~~the principal of, to pay interest on, or to refinance~~ our ~~indebtedness,~~restructuring ~~including the Notes, depends on~~process ~~our~~will ~~future~~constitute ~~performance,~~an ~~which~~event isof ~~subject~~default tounder economic, financial, competitive and other factors beyond our control. Our business may never generate cash flow from operations sufficient to support our operations, service our debt and make necessary capital expenditures. As a result, we may be required to adopt one or more alternatives, subject to the ~~restrictions contained in both the~~ Indenture ~~between~~governing ~~Gamida Cell Ltd., Gamida Cell Inc., and Wilmington Savings Fund Society, FSB, entered into on February 16, 2021, or~~ the ~~Indenture, governing the~~ 2021 Notes, and the Loan and Security Agreement governing the 2022 ~~Note, such as selling assets, restructuring debt or obtaining additional~~ ~~equity capital on terms that may be onerous and which are likely to be highly dilutive~~Notes. We believe that our current total existing funds will be sufficient to support our ongoing operating activities through the third quarter of 2023. We will require significant additional financing in the future to fund our operations. Our future funding requirements will depend on many factors, including, but not limited to:

●Both the ~~timing~~Indenture governing the 2021 Notes and ~~outcome~~Loan and Security Agreement governing the 2022 Notes provide that a number of ~~FDA~~events ~~review~~will constitute an event of ~~omidubicel;~~default, including our initiation of voluntary restructuring proceedings in the District Court of Beersheba, Israel on March 27, 2024. However, Highbridge has agreed not to pursue any remedies available to it under either the Indenture or the Loan and Security Agreement so long as the Support Agreement is in effect. In an event of default arising from insolvency, all obligations under the Indenture and the Loan and Security Agreement become immediately due and payable without action by the lenders. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 2021 Notes, in the case of the Indenture, or the administrative agent, at the direction of certain of the lenders, in the case of the Loan and Security Agreement, may, without notice or demand, deliver a notice of an event of default and by notice to us declare all obligations under the 2021 Notes and the 2022 Notes immediately due and payable. Such acceleration of our debt under the Indenture or the Loan and Security Agreement would have a material adverse effect on our liquidity and we would be forced into involuntary insolvency proceedings and wind down of our operations.

●These risks have been and are likely to continue to be exacerbated by our ongoing restructuring proceedings and the ~~progress~~corresponding event of default on our 2021 Notes and 2022 Notes, ~~results~~as further discussed herein. To the extent we are required or choose to seek third-party financing in the future, including in connection with any exit financing contemplated by the Support Agreement, there can be no assurance that we would be able to obtain any such required financing on a timely basis or at all, particularly in light of our ongoing restructuring proceedings and ~~costs~~the corresponding event of ~~any~~default ~~clinical~~on ~~trials~~our ~~for~~2021 Notes and 2022 Notes. Additionally, any future ~~product~~financing ~~candidates;~~arrangements could include terms that are not commercially beneficial to us, which could further restrict our operations and exacerbate any impact on our results of operations and liquidity that may result from any of the factors described herein or other factors.

●We ~~the~~have ~~scope,~~not ~~progress,~~generated ~~results~~significant ~~and~~revenue from ~~costs of~~ product ~~development,~~sales ~~laboratory testing, manufacturing, preclinical development~~ and ~~clinical trials for any future product candidates that we~~ may ~~develop~~never orbe ~~otherwise obtain in the future;~~profitable.

●We ~~the~~have ~~cost~~not ofgenerated significant revenue from product sales and our ability to generate future ~~activities,~~revenue ~~including~~from ~~establishing~~the ~~our~~commercialization ~~planned~~of ~~sales,~~Omisirge ~~marketing~~is ~~and~~uncertain. ~~distribution~~We ~~capabilities~~have ~~for~~had ~~omidubicel,~~to ifinvest ~~approved,~~certain ~~and~~costs ~~for~~to ~~any~~build ~~other~~out a ~~product~~sales ~~candidates~~and indistribution ~~any~~team ~~particular~~to ~~geography~~support ~~where~~the welaunch ~~receive~~of ~~marketing~~Omisirge. ~~approval~~Furthermore, ~~for~~generating ~~such~~revenue from product ~~candidates;~~sales will depend heavily on our ability to:

● ~~the~~commercialize ~~terms~~Omisirge ~~and~~with ~~timing of any collaborative, licensing and other arrangements that we may establish;~~collaborators;

● ~~the~~obtain ~~costs~~regulatory ofapprovals ~~preparing, filing~~ and ~~prosecuting~~marketing ~~patent~~authorizations ~~applications,~~for ~~maintaining~~Omisirge ~~and~~in ~~enforcing~~jurisdictions ~~our~~outside ~~intellectual~~of ~~property~~the ~~rights~~United ~~and defending intellectual property-related claims~~States; ~~and~~

● ~~the level of revenue~~expose, ifeducate ~~any,~~and ~~received~~train ~~from~~physicians ~~commercial~~and ~~sales~~other ofmedical ~~any~~professionals ~~product~~to ~~candidates~~use ~~for which we receive marketing approval.~~Omisirge;

~~Identifying~~● ~~potential~~maintain ~~product candidates~~regulatory ~~and~~approval ~~conducting~~for ~~preclinical~~a ~~testing~~sustainable and ~~clinical~~scalable ~~trials is a time~~in-~~consuming,~~house ~~expensive~~ and ~~uncertain process that takes years to complete, and we may never generate the necessary data~~ /or ~~results~~third-party ~~required~~manufacturing toprocess obtain marketing approval and achieve product sales. In addition, our product candidates, if approved, may not achieve commercial success. Our product revenue, if any, will be derived from or based on sales of product candidates that may not be commercially available for ~~many~~Omisirge years, if at all. Accordingly, we will need to continue to rely on additional financing to achieve our business objectives. Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates. We cannot guarantee that ~~future~~meets ~~financing will be available in sufficient amounts or on terms acceptable to us, if at~~ all, ~~and~~applicable ~~the~~regulatory ~~terms of any financing may adversely affect the interests or rights of our shareholders.~~standards;

In● ~~light~~establish ~~of our current liquidity challenges, our management has implemented cost reduction~~ and ~~other~~maintain ~~cash-focused~~supply ~~measures~~and, ~~including~~if ~~discontinuation of our NK cell pre-clinical product development activities~~applicable, ~~and~~manufacturing ~~closure~~relationships ofwith ~~our~~third ~~Jerusalem~~parties ~~facilities.~~that Incan ~~March~~provide ~~2023~~adequate, ~~we also initiated a reduction~~ in ~~force~~both ~~affecting 17%~~amount ~~of our workforce to better align our workforce with the current needs of our business~~ and ~~focus our capital resources on commercial launch of omidubicel~~quality, ifproducts ~~approved.~~to Tosupport ~~conserve cash,~~ the ~~Company~~market ~~has~~demand ~~also~~for strategically evaluated its arrangements with suppliers and service providers and has, in several instances, either initiated an orderly wind-down of those arrangements, where feasible, or transitioned such relationships to lower cost alternative providers.Omisirge;

41● ensure procedures utilizing Omisirge are approved for coverage and adequate reimbursement from governmental agencies, private insurance plans, managed care organizations, and other third-party payers in jurisdictions where they have been approved for marketing;

The reduction in force may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees, decreased morale among our remaining employees, and the risk that we may not achieve the anticipated benefits of the reduction in force. In addition, while certain positions have been eliminated, certain functions necessary to our operations remain, and we may be unsuccessful in distributing the duties and obligations of departed employees among our remaining employees. If we are unable to realize the anticipated benefits from the reduction in force, or if we experience significant adverse consequences from the reduction in force, our business, financial condition, and results of operations may be materially adversely affected.26

~~Moreover, negative~~● ~~publicity~~address ~~associated~~any ~~with~~competing ~~our~~technological ~~cost-reduction activities~~ and ~~our~~market ~~evaluation~~developments ofthat ~~alternative~~impact ~~strategic~~Omisirge ~~transactions, and the negative consequences should we be unable to raise additional capital~~ or beits ~~unsuccessful~~prospective inusage ~~consummating~~by anmedical alternative transaction, could adversely affect our relationships with our suppliers, service providers, employees, and other third parties, which in turn could further adversely affect our operations and financial condition. We may not have the ability to raise the funds necessary to repurchase the 2021 Notes for cash upon a fundamental change.professionals;

Holders of the 2021 Notes have the right to require us to repurchase the 2021 Notes for cash upon the occurrence of a fundamental change at a repurchase price equal to 100% of the principal amount of the 2021 Notes to be repurchased, plus accrued and unpaid interest, if any. This use of cash may have a material adverse effect on our liquidity. Furthermore, we may not have enough available cash or be able to obtain financing at the time we are required to repurchase the 2021 Notes. In addition, our ability to repurchase the 2021 Notes for cash may be limited by law, regulatory authority or agreements governing our future indebtedness. Our failure to repurchase 2021 Notes for cash at a time when the repurchase is required by the Indenture pursuant to which the 2021 Notes were issued would constitute a default under the Indenture.

The Indenture governing the 2021 Notes and the Loan Agreement governing the 2022 Note each contains restrictions and other provisions regarding events of default that may make it more difficult to execute our strategy or to effectively compete or that could adversely affect our liquidity.

Subject to certain exceptions and qualifications, the Indenture governing the 2021 Notes restricts our ability to, among other things, (i) pay dividends or make other payments or distributions on capital stock, or purchase, redeem, defease or otherwise acquire or retire for value any capital stock, (ii) incur indebtedness or issue preferred stock, other than certain forms of permitted debt, (iii) sell assets or dispose of certain material assets, (iv) enter into certain transactions with affiliates, (v) merge, consolidate or sell all or substantially all assets. The Indenture also requires us to make an offer to repurchase the Notes upon the occurrence of certain asset sales or disposition of certain material assets. These restrictions may make it difficult to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. The Indenture governing the Notes also provides that a number of events will constitute an event of default, including, among other things, (i) a failure to pay interest or additional amounts for 30 days, (ii) failure to pay the principal of the Notes when due at maturity, upon redemption, upon any required repurchase, upon declaration of acceleration or otherwise, (iii) failure to comply with our obligation to exchange the Notes in accordance with the Indenture upon a holder’s exercise of its exchange right, (iv) not issuing certain notices required by the Indenture within a timely manner, (v) failure to comply with the other covenants or agreements in the Notes or the Indenture, (vi) a default or other failure by us to make required payments under our other indebtedness having an outstanding principal amount of $10.0 million or more, (vii) failure by us to pay final judgments aggregating in excess of $20.0 million, and (viii) certain events of bankruptcy or insolvency. In particular, pursuant to the Indenture, we have agreed to maintain a consolidated cash and cash equivalents balance of at least $20 million. Our failure to comply with this liquidity covenant would constitute a default under the Indenture, which would mature into an event of default if we continue to be out of compliance for more than 60 days after notice from the holders or the trustee. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to us, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Subject to certain exceptions and qualifications, the Loan Agreement contains certain negative covenants restricting dispositions, changes in business and business locations, mergers and acquisitions, indebtedness, issuances of preferred stock, liens, collateral accounts, restricted payments, transactions with affiliates, compliance with laws, and issuances of capital stock. The Loan Agreement requires us to make monthly installment payments in an amount equal to (a) a ratable amount of the outstanding principal amount of the Loan Agreement divided by the remaining months to the maturity date plus (b) accrued and unpaid interest on such amount. Such installment payments will also include a 5% prepayment premium on the principal being repaid. These restrictions may make it difficult to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. The Loan Agreement also provides that a number of events will constitute an event of default, including, among other things, payment defaults, material inaccuracy of representations and warranties, covenant defaults, material adverse changes, bankruptcy and insolvency proceedings, cross-defaults to certain other agreements, judgments against us, change of control, termination of any guaranty, governmental approvals, and lien priority. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to us, all obligations under the Loan Agreement shall be immediately due and payable without action by the lenders. If any other event of default occurs and is continuing, the administrative agent, at the direction of certain of the lenders, may, without notice or demand, deliver a notice of an event of default and by notice to us declare all obligations immediately due and payable or suspend or terminate the obligation, if any, for the lenders to advance money or extend credit to us. Such acceleration of our debt under the Indenture or the Loan Agreement could have a material adverse effect on our liquidity if we are unable to negotiate mutually acceptable terms with the holders of the Notes or the lenders of the Loan Agreement or if alternate funding is not available to us. Furthermore, if we are unable to repay the Notes or the loan under the Loan Agreement upon an acceleration or otherwise, we would be forced into bankruptcy or liquidation.

We have never generated any revenue from product sales and may never be profitable.

We have no products approved for marketing in any jurisdiction, and we have never generated any revenue from product sales. Our ability to generate revenue and achieve profitability depends on our ability, alone or with strategic collaboration partners, to successfully complete the development of, and obtain the regulatory and marketing approvals necessary to commercialize one or more of our product candidates. Our ability to generate future revenue from the commercialization of omidubicel is uncertain. Since we plan to conduct on our own commercial launch of omidubicel, if approved, that will require a more limited investment resulting in a slower ramp of sales, we have had to undertake sufficient costs to build out a sales and distribution team. If in the future we enter into one or more partnerships for the commercialization of omidubicel, we will surrender a portion of our revenue to our partner or partners, and if we securitize royalty streams related to omidubicel, future revenues would be held in trust for beneficiaries of the financing in exchange for which we would receive certain payments based on an assessment of future sales. Furthermore, revenue from product sales will depend heavily on our ability to:

● commercialize omidubicel, if approved, with collaborators or strategic partners;

● obtain regulatory approvals and marketing authorizations for omidubicel and any of our potential future product candidates for which we complete clinical studies;

● price omidubicel, if approved, in a manner designed to encourage market acceptance from the medical community and third-party payers;

● expose, educate and train physicians and other medical professionals to use omidubicel;

● maintain regulatory approval for a sustainable and scalable in-house and/or third-party manufacturing process for omidubicel that meets all applicable regulatory standards;

● establish and maintain supply and, if applicable, manufacturing relationships with third parties that can provide adequate, in both amount and quality, products to support clinical development and the market demand for our primary product candidate, if approved;

● ensure procedures utilizing our primary product candidate are approved for coverage and adequate reimbursement from governmental agencies, private insurance plans, managed care organizations, and other third-party payers in jurisdictions where they have been approved for marketing;

● address any competing technological and market developments that impact our primary product candidate or its prospective usage by medical professionals;

●

negotiate favorable terms in any collaboration, licensing or other arrangements into which we may enter and perform our obligations under such collaborations;

●

maintain, protect and expand our portfolio of intellectual property rights, including patents, patent applications, trade secrets and knowhow; and

●

avoid and defend against third-party interference, infringement or other intellectual property related claims; attract, hire and retain qualified personnel.

~~Even~~Though if we ~~are~~have ~~successful in~~obtained ~~obtaining~~ regulatory approval ~~approvals~~ to market ~~our~~Omisirge ~~primary~~in ~~product~~the ~~candidate~~United States, our revenue will be dependent in part upon the size of the markets in ~~the~~additional territories, if ~~for~~any, in which we gain regulatory approval for ~~such products~~Omisirge, the accepted price for ~~such products~~Omisirge, our ability to obtain reimbursement for ~~such products~~ Omisirge at any price, whether we own the commercial rights for that territory in which ~~such~~Omisirge ~~products have~~has been approved and the expenses associated with manufacturing and marketing ~~such~~Omisirge ~~products~~ for such markets. Therefore, we may not generate significant revenue from the sale of ~~omidubicel, even if approved~~Omisirge. Further, if we are not able to generate significant revenue from the sale of ~~omidubicel~~Omisirge, we may be forced to curtail or cease our operations. Due to the numerous risks and uncertainties involved in product development and commercialization, it is difficult to predict the timing or amount of increased expenses, or when, or if, we will be able to achieve or maintain profitability.

Risks Related to ~~the Clinical Development and Potential~~ Commercialization of ~~Our Product Candidates~~Omisirge

We are heavily dependent on the success of ~~our product candidates~~Omisirge, ~~especially our primary product candidate, omidubicel,~~ including obtaining regulatory ~~approval~~approvals toin ~~market~~geographies ~~our product~~outside ~~candidates~~of in the United States, ~~the European Union~~ and ~~other geographies, and~~ if ~~omidubicel~~Omisirge ~~does not successfully receive regulatory approval, or~~ is not successfully commercialized, our business will be adversely affected.

To date, we have deployed all our efforts and financial resources to: (i) research and develop our NAM cell expansion platform, our ~~primary~~ product ~~candidate~~, ~~omidubicel~~Omisirge, and our NK cell portfolio, including conducting preclinical and clinical studies and providing general and administrative support for these operations; (ii) develop and secure our intellectual property portfolio for our product candidates; ~~and~~ (iii) ~~expand~~establish our manufacturing facility at Kiryat Gat to produce ~~omidubicel~~Omisirge for our clinical trials and commercial use, ifand ~~approved.~~(iv) ~~Our~~establish ~~future~~a ~~success~~commercial isorganization ~~dependent on our ability~~ to ~~successfully~~support ~~obtain~~the ~~regulatory~~launch ~~approval~~of ~~for omidubicel and commercialize it if it receives such approval~~Omisirge.

WeOmisirge ~~cannot~~may benot ~~certain~~attain ~~that~~market ~~omidubicel~~acceptance ~~will~~among ~~receive regulatory approval. The research~~physicians, ~~testing~~patients, ~~manufacturing,~~healthcare ~~labeling,~~payers ~~approval,~~or ~~sale, marketing and distribution of products are, and will remain, subject to extensive regulation by~~ the ~~FDA~~medical ~~and other regulatory authorities in the United States, Israel and other countries that each have differing regulations~~community. We ~~are~~believe ~~not~~that ~~permitted to market omidubicel in~~ the ~~United~~degree ~~States~~of ~~until~~market weacceptance ~~receive~~and ~~approval~~our ~~from~~ability ~~the~~to ~~FDA,~~generate orrevenues ~~in any foreign country until we receive the requisite approvals~~ from ~~the~~Omisirge ~~appropriate~~will ~~authorities~~depend inon ~~such countries for marketing authorization. We may receive~~ a ~~Complete~~number ~~Response Letter from FDA at the conclusion~~ of ~~its review of the BLA~~factors, ~~rather than approval, which would have a material negative impact on our business, results of operations and prospects.~~including:

~~The~~● ~~marketing approval of~~ our ~~product~~success ~~candidates,~~in ~~including~~educating ~~omidubicel,~~medical isprofessionals ~~further~~and ~~subject~~patients toabout ~~significant~~the ~~risks~~benefits, ~~including:~~administration and use of Omisirge;

● ~~acceptance~~timing byof ~~the~~market ~~FDA,~~introduction ~~EMA or other regulatory agencies~~ of ~~our~~medicines ~~parameters~~that ~~for~~may ~~regulatory~~compete ~~approval~~with ~~relating to omidubicel and our other product candidates, including our proposed indications, primary and secondary endpoint assessments and measurements, safety evaluations and regulatory pathways;~~Omisirge;

● ~~the~~our ~~acceptance~~ability byto ~~the~~successfully ~~FDA,~~demonstrate ~~EMA or other regulatory agencies of~~ the ~~number,~~safety ~~design, size, conduct~~ and ~~implementation~~efficacy of ~~our clinical trials of omidubicel, our trial protocols and the interpretation of data from preclinical studies or clinical trials~~Omisirge;

● ~~the~~continued ~~acceptance~~projected bygrowth ~~the FDA, EMA or other regulatory agencies~~ of the ~~sufficiency~~markets ofin ~~the~~which ~~data~~Omisirge ~~we collect from our preclinical studies and our investigator-sponsored Phase 1/2 clinical trial of omidubicel for the treatment of severe aplastic anemia;~~competes;

● if advisory committee meetings are required, the willingness of the FDA, EMA or other regulatory agencies to schedule an advisory committee meeting in a timely manner to evaluate and decide on the approval of our regulatory filings;27

● if advisory committee reviews are scheduled, the recommendation of the FDA’s advisory committee to approve our applications to market omidubicel and our other product candidates in the United States, and the European Commission in the European Union, without limiting the approved labeling, specifications, distribution or use of the products, or imposing other restrictions; and/or

● the satisfaction of the FDA, EMA or other regulatory agencies with the safety and efficacy of our product candidates.

In addition, omidubicel may not attain market acceptance among physicians, patients, healthcare payers or the medical community. We believe that the degree of market acceptance and our ability to generate revenues from omidubicel will depend on a number of factors, including:

● our success in educating medical professionals and patients about the benefits, administration and use of omidubicel, if approved;

● timing of market introduction of omidubicel as well as competitive medicines;

● our ability to successfully demonstrate the safety and efficacy of omidubicel;

● continued projected growth of the markets in which omidubicel competes;

●

the effectiveness of our marketing, sales and distribution strategy, and operations, as well as that of any current and future licensees;

●

the extent to which physicians perform HSCT;

●

prevalence and severity of any side effects;

● if and when we are able to obtain regulatory approvals for additional indications for ~~omidubicel~~Omisirge;

● availability of, and ability to maintain, coverage and adequate reimbursement and pricing from government and other third-party payers for procedures utilizing ~~our products~~Omisirge;

● potential or perceived advantages or disadvantages of ~~omidubicel~~Omisirge over alternative treatments, including cost of treatment and relative convenience and ease of administration;

● strength of sales, marketing and distribution support~~, including from any potential strategic partner~~;

● the price of ~~omidubicel~~Omisirge, both in absolute terms and relative to alternative treatments;

●

impact of past and limitation of future medicine price increases;

● our ability to maintain a commercially viable manufacturing process that is compliant with cGMP and produces ~~omidubicel~~Omisirge at Kiryat Gat or through third party manufacturers;

● our ability to obtain, maintain, protect and enforce our intellectual property rights with respect to ~~our primary product candidate as well as other product candidates and to regulatory guidelines~~Omisirge;

●

the performance of third-party distribution partners, over which we have limited control; and

●

medicine labeling or medicine insert requirements of the FDA or other regulatory authorities.

Many of these ~~clinical, regulatory and~~ commercial risks are beyond our control. Accordingly, we cannot assure you that we will be able to ~~advance any of our product candidates through clinical development, or to obtain regulatory approval of or~~ commercialize ~~omidubicel~~Omisirge orfor ~~any~~its oftarget ~~our other product candidates~~indication. If we fail to achieve these objectives or overcome the challenges presented above, we could experience significant delays or an inability to ~~initiate the commercial launch of omidubicel that will require a more limited investment resulting in a slower ramp of sales, which will be limited, or to~~ successfully commercialize ~~our other product candidates~~Omisirge. Accordingly, we may not be able to generate sufficient revenue through the sale of ~~omidubicel~~Omisirge ~~or our other product candidates~~ to enable us to continue our business.

45We have limited experience producing Omisirge at commercial levels and we have limited experience operating a cGMP manufacturing facility.

We do not have an extensive number of employees with the experience or ability to manufacture Omisirge at commercial levels. Although the FDA has determined that our manufacturing facility at Kiryat Gat is cGMP compliant, the FDA and equivalent foreign regulatory authority may still in the future find violations of cGMP at our facility. We may encounter technical or scientific issues related to manufacturing or development that we may be unable to ~~obtain~~resolve in a timely manner or with available funds. We also may encounter problems hiring and retaining the experienced specialist scientific, quality control and manufacturing personnel needed to operate our manufacturing process, which could result in delays in our production or difficulties in maintaining compliance with applicable regulatory requirements. Any problems in our manufacturing ~~approval~~process or facilities could make us a less attractive collaborator for potential partners, including larger pharmaceutical companies, which could limit our ~~product~~access ~~candidates~~to additional attractive development programs. Problems in our manufacturing process or facilities also could restrict our ability to meet market demand for Omisirge.

The research, development, testing, manufacturing, labeling, packaging, approval, promotion, advertising, storage, recordkeeping, marketing, distribution, post-approval monitoring and reporting and export and import of drug products are subject to extensive regulation by the FDA, the EU and in other countries. These regulations differ from country to country. To gain approval to market our product candidates, we must provide data from well-controlled clinical trials that adequately demonstrate the safety and efficacy of the product for the intended indication to the satisfaction of the FDA, EMA or other regulatory authority. We have not yet obtained regulatory approval to market any of our product candidates in the United States or any other country. The FDA, European Commission or other regulatory agencies can delay, limit or deny approval of our product candidates for many reasons, including:28

●We ~~regulatory~~currently ~~requests~~have ~~for~~a ~~additional~~limited ~~analyses,~~marketing ~~reports,~~and sales ~~data,~~organization. ~~non-clinical~~If ~~and~~we ~~preclinical~~are ~~studies~~unable ~~and~~to ~~clinical~~establish ~~trials,~~adequate ~~including~~sales ~~with~~and ~~respect~~marketing capabilities to ~~our~~support ~~and~~the ~~our~~commercial ~~third-party~~launch ~~manufacturer’s production~~ of ~~omidubicel~~Omisirge or inenter ~~commercial~~into ~~processes~~agreements ~~that~~with ~~has~~third ~~the~~parties ~~same~~to ~~treatment~~market ~~profile~~and assell ~~the~~Omisirge, ~~product~~we ~~used~~may inbe ~~our~~unable ~~successful~~to ~~Phase~~generate 3any ~~clinical~~product ~~trial;~~revenue.

●Although we have a chief executive officer with commercial experience, and we have hired other commercial leaders to lead our ~~inability~~efforts to ~~demonstrate~~commercialize ~~that~~Omisirge, ~~the~~we ~~product~~currently ~~candidates~~have ~~are~~a ~~safe~~limited sales and ~~effective~~marketing organization, ~~for~~and ~~the~~we ~~target~~have ~~indication~~limited experience selling and marketing Omisirge. To successfully commercialize Omisirge, we will need to ~~the~~develop these ~~satisfaction~~capabilities, either on our own or with others. We may establish a larger sales and marketing organization independently or by utilizing experienced third parties with technical expertise and supporting distribution capabilities to commercialize Omisirge in major markets, all of ~~the~~which ~~FDA~~will be expensive, ~~EMA~~difficult and time consuming. Any failure or ~~other~~delay ~~regulatory~~in ~~agencies;~~the development of our internal sales, marketing and distribution capabilities would adversely impact our ability to commercialize Omisirge.

●Further, ~~regulatory~~our ~~requests~~initial estimate of the size of the required sales force may be materially more or less than the size of the sales force actually required to ~~provide~~effectively commercialize ~~additional~~Omisirge. ~~data~~As ~~regarding~~such, ~~analytical~~we may be required to hire sales representatives and ~~clinical~~third-party ~~comparability~~partners ~~from~~to ~~our~~adequately ~~planned~~support ~~commercial~~the ~~manufacturing~~commercialization of ~~sites~~Omisirge, or ~~the~~we ~~failure~~may ofincur aexcess ~~regulatory~~costs ~~agency~~if we hire more sales representatives than necessary. With respect to ~~accept~~certain ~~the~~geographical ~~manufacturing~~markets, we ~~processes~~may orenter ~~facilities~~into collaborations with other entities to utilize their local marketing and distribution capabilities, but we may be unable to enter into such agreements on favorable terms, if at all. We also may enter into collaborations with large pharmaceutical companies to commercialize Omisirge. If our ~~manufacturing~~future ~~site~~collaborators do not commit sufficient resources to commercialize Omisirge, if any, and we are unable to develop the necessary marketing capabilities on our own, we will be unable to generate sufficient product revenue to sustain our business. We may compete with companies that currently have extensive and well-funded marketing and sales operations. Without an internal team or ~~those~~the support of a third- party ~~manufacturers~~to ~~with~~perform ~~which~~marketing and sales functions, we ~~contract;~~may be unable to compete successfully against these more established companies.

●Our efforts to educate the medical ~~FDA’s~~community, ~~EMA’s~~including physicians, orhospital ~~other~~pharmacists ~~regulatory~~and ~~agencies’~~stem ~~disagreement~~cell ~~with~~transplant ~~our~~specialists, ~~clinical~~and ~~trial~~third-party ~~protocol,~~payers on the ~~interpretation~~ benefits of ~~data~~Omisirge ~~from~~may ~~preclinical~~require ~~studies~~significant orresources ~~clinical~~and ~~trials~~may never be successful. If Omisirge fails to achieve market acceptance among physicians, patients or ~~adequacy~~third-party ofpayers, ~~the~~we ~~conduct~~will ~~and~~not ~~control~~be able to generate significant revenue from Omisirge, which could have a material adverse effect on our business, financial condition, results of ~~clinical~~operations ~~trials;~~and prospects.

●Sales ~~clinical~~of ~~holds,~~Omisirge ~~other~~will ~~regulatory~~be ~~objections~~limited tounless it ~~commencing~~achieves orbroad ~~continuing~~market aacceptance ~~clinical~~by ~~trial~~physicians, orpatients, ~~the~~third-party ~~inability~~payers, tohospital ~~obtain~~pharmacists ~~regulatory~~and ~~approval~~others ~~to commence a clinical trial~~ in ~~countries~~the ~~that~~medical ~~require such approvals;~~community.

●The commercial success of Omisirge will depend upon the ~~population~~acceptance ~~studied~~of inOmisirge by the ~~clinical~~medical ~~trial~~community, ~~may~~including ~~not~~physicians, bepatients, ~~sufficiently~~healthcare ~~broad~~payers orand ~~representative~~hospital personnel, toincluding ~~assess~~transplant ~~safety~~teams inand ~~the~~pharmacists. ~~patient~~The ~~population~~degree ~~for~~of ~~which~~market weacceptance ~~seek~~will ~~approval;~~depend on a number of factors, including:

● ~~unfavorable~~the ordemonstration ~~inconclusive results~~ of clinical ~~trials~~safety and ~~supportive non-clinical studies, including unfavorable results regarding safety or~~ efficacy of ~~our~~Omisirge ~~product candidates observed~~ in clinical trials;

● ~~our~~the ~~inability~~efficacy, topotential ~~demonstrate~~and ~~that~~perceived ~~clinical~~advantages ~~or other benefits~~ of ~~our~~Omisirge ~~product~~over ~~candidates~~alternative ~~outweigh any safety or other perceived risks~~treatments;

● ~~any~~the ~~determination~~prevalence ~~that~~and aseverity ~~clinical~~of ~~trial~~any ~~presents~~adverse ~~unacceptable~~side ~~health risks to subjects~~effects;

● ~~our~~product ~~inability~~labeling toor ~~obtain~~product ~~approval~~insert ~~from~~requirements ~~institutional~~of ~~review~~the ~~boards,~~FDA or ~~IRBs~~other equivalent foreign regulatory authorities, toincluding ~~conduct~~any ~~clinical~~limitations ~~trials~~or atthe ~~their~~black ~~respective~~box ~~sites~~warning contained in Omisirge’s approved labeling;

● ~~the~~distribution ~~non-approval~~and ofuse ~~the~~restrictions ~~formulation,~~imposed ~~labeling~~by the FDA or ~~the~~other ~~specifications~~equivalent foreign regulatory authorities agreed to by us as part of ~~our~~a ~~product~~mandatory ~~candidates~~or voluntary risk management plan;

● ~~the~~our ~~potential~~ability ~~for approval policies or regulations of the FDA, European Commission, EMA or other regulatory agencies~~ to ~~significantly~~obtain ~~change~~third-party inpayer acoverage ~~manner~~and ~~rendering~~adequate ~~our~~reimbursement ~~clinical data insufficient~~ for ~~approval~~Omisirge; or

~~● resistance to approval from the advisory committees of the FDA, European Commission, EMA or other regulatory agencies for any reason including safety or efficacy concerns.~~29

In● the ~~United~~willingness ~~States, we are required to submit a BLA to obtain FDA approval before marketing omidubicel or any~~ of ~~our~~patients ~~product candidates. A BLA must include extensive preclinical and clinical data and supporting information~~ to ~~establish~~pay ~~the product candidate’s safety, purity and potency, or efficacy,~~ for ~~each~~drugs ~~desired~~out ~~indication.~~of ~~The~~pocket ~~BLA~~in ~~must also include significant information regarding~~ the ~~chemistry,~~absence ~~manufacturing~~of ~~and~~third-party ~~controls for the product.~~coverage;

46● the demonstration of the effectiveness of Omisirge in reducing the cost of alternative treatments;

As● ~~part of~~ the ~~review~~strength ~~process for our omidubicel BLA, the FDA conducted an inspection~~ of ~~our~~marketing ~~Kiryat Gat, Israel manufacturing facility to ensure that it can manufacture omidubicel~~ and ~~our~~distribution other product candidates, if and when approved, in compliance with the applicable regulatory requirements. Such inspections resulted in no 483 observations to date. The FDA also inspected our clinical trial sites to ensure that our studies were properly conducted. Obtaining approval of a BLA is a lengthy, expensive and uncertain process, and approval may not be obtained. Although the FDA has accepted our BLA for filing on a priority review basis, the FDA may require that we conduct additional clinical or preclinical trials, or take other actions before it will approve our application. The FDA has moved the target action date for its review of omidubicel from January 30, 2023 to May 1, 2023. If the FDA also requires additional studies or data during its review of omidubicel, we will incur increased costs and delays in the marketing approval process, which may require us to expend more resources than we have available. In addition, the FDA may not consider any additional information to be complete or sufficient to support ~~approval.~~;

~~Regulatory~~● ~~authorities outside of~~ the ~~United~~timing ~~States, such as in the European Union, also have requirements for approval~~ of ~~biologics~~market ~~for commercial sale with which we must comply prior to marketing in those areas. Regulatory requirements can vary widely from country to country and could delay or prevent the~~ introduction of ~~our~~competitive product candidates. Clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and obtaining regulatory approval in one country does not mean that regulatory approval will be obtained in any other country.products;

~~However,~~● the ~~failure~~availability toof ~~obtain regulatory~~products ~~approval~~and intheir ~~one jurisdiction could have a negative impact on our~~ ability to ~~obtain~~meet ~~approval~~market indemand; ~~a different jurisdiction. Approval processes vary among countries~~ and can involve additional product candidate testing and validation and additional administrative review periods. Seeking additional regulatory approvals outside the United States and European Union could require additional nonclinical studies or clinical trials, which could be costly and time consuming. These regulatory approvals may include all of the risks associated with obtaining FDA or European Commission approval. For all of these reasons, if we seek such regulatory approvals for any of our other product candidates, we may not obtain such approvals on a timely basis, if at all.

~~Even~~● ifpublicity weconcerning ~~receive~~Omisirge ~~approval of any regulatory filing for omidubicel, the FDA may grant any such approval contingent on the performance of costly and potentially time-consuming additional post-approval clinical trials~~ or ~~subject~~competing toproducts ~~contraindications, black box warnings, restrictive surveillance or a Risk Evaluation~~ and ~~Mitigation Strategy, or REMS~~treatments. Further, the FDA, European Commission, or other regulatory authorities may also approve our product candidates for a more limited indication or a narrower patient population than we originally requested, and these regulatory authorities may not approve the labeling that we believe is necessary or desirable for the successful commercialization of our product candidates. Following any approval for commercial sale of omidubicel or our product candidates, certain changes to the product, such as changes in manufacturing processes and additional labeling claims, as well as new safety information, will be subject to additional FDA notification, or review and approval. Also, regulatory approval for any of our product candidates may be withdrawn. To the extent we seek regulatory approval in jurisdictions outside of the United States and European Union, we may face challenges similar to those described above with regulatory authorities in applicable jurisdictions.

~~Any~~There ~~further~~are ~~delay~~a innumber ~~obtaining~~of alternatives to Omisirge, including stem cell transplantation using cells from matched related donors, matched unrelated donors, mismatched unrelated donors, haploidentical donors or ~~our~~unmodified ~~inability~~umbilical tocord ~~obtain~~blood. If Omisirge does not achieve an adequate level of acceptance by physicians, patients, ~~marketing~~healthcare ~~approval~~payers ~~for~~and ~~omidubicel~~hospital ~~would~~personnel, ~~have~~including atransplant ~~material~~teams ~~negative~~and ~~impact~~pharmacists, onwe ~~our~~may ~~business~~not generate sufficient revenue from Omisirge, ~~results~~and ofwe ~~operations~~may not become or remain profitable. In addition, our efforts to educate the medical community and third-party payers on the benefits of Omisirge may require significant resources and ~~prospects~~may never be successful.

~~Clinical~~It ~~development~~may isbe difficult for us to ~~design~~profitably sell ~~and~~Omisirge ~~implement~~if coverage and ~~involves~~reimbursement afor ~~lengthy~~Omisirge ~~and~~is ~~expensive~~limited ~~process~~by ~~with~~government ~~uncertain~~authorities ~~outcomes~~and/or third-party payer policies.

~~Clinical~~Uncertainty ~~testing~~exists isas ~~expensive~~to ~~and~~the ~~can~~coverage ~~take many years to complete,~~ and ~~its~~reimbursement ~~outcome~~status isof ~~inherently uncertain~~Omisirge. ~~Bone~~In ~~marrow~~the ~~transplant~~United States and ~~cell-based~~markets ~~therapies that appear promising~~ in ~~the~~other ~~early phases of development may fail to reach the market. Further~~countries, asales ~~failure~~ of ~~one~~Omisirge orwill ~~more of our clinical trials can~~depend, ~~occur~~in atpart, ~~any~~on ~~time during~~ the ~~clinical~~extent ~~trial~~to ~~process.~~which Wethird-party dopayers ~~not~~provide ~~know~~coverage, ~~whether~~and ~~future~~establish ~~clinical~~adequate ~~trials,~~reimbursement ~~if any~~levels, ~~will~~for ~~begin~~Omisirge. onIn ~~time, need to~~the beUnited ~~redesigned~~States, ~~enroll~~third-party anpayers ~~adequate~~include ~~number~~federal ofand ~~patients~~state onhealthcare ~~time or be completed on schedule~~programs, ifprivate atmanaged ~~all.~~care ~~Clinical trials can be delayed~~providers, ~~suspended or~~health ~~terminated~~insurers ~~for~~and ~~a variety of reasons, including failure to:~~other organizations.

●The ~~generate~~process ~~sufficient~~for ~~preclinical,~~determining whether ~~toxicology,~~a orthird-party ~~other~~payer inwill ~~vivo~~provide orcoverage infor ~~vitro~~Omisirge ~~data~~may tobe ~~support~~separate from the ~~initiation~~process for establishing the reimbursement rate that such a payer will pay for Omisirge. Third-party payers may limit coverage to specific products on an approved list, or ~~continuation~~also known as a formulary, which might not include all of ~~clinical~~the ~~trials;~~FDA-approved products for a particular indication.

●Third-party ~~obtain~~payers ~~regulatory~~are ~~approval~~increasingly challenging the price, orexamining ~~feedback~~the onmedical ~~trial~~necessity ~~design~~and reviewing the cost-effectiveness of medical products, therapies and services, in ~~order~~addition to ~~commence~~questioning atheir ~~trial;~~safety and efficacy.

●We ~~identify,~~may ~~recruit~~need to conduct expensive pharmaco-economic studies in order to demonstrate the medical necessity and ~~train~~cost-effectiveness ~~suitable~~of ~~clinical~~Omisirge. ~~investigators;~~Omisirge may not be considered medically necessary or cost-effective. A payer’s decision to provide coverage for Omisirge does not imply that an adequate reimbursement rate will be approved. Further, the determination of one payer to provide coverage for Omisirge does not assure that other payers will also provide such coverage for Omisirge. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development.

●Different ~~reach~~pricing ~~agreement~~and onreimbursement schemes ~~acceptable~~exist ~~terms~~in ~~with~~other ~~prospective~~countries. ~~contract~~In ~~research~~the ~~organizations,~~European ~~or CROs~~Union, pricing and ~~clinical~~reimbursement ~~trial~~schemes ~~sites,~~vary widely from country to country. The EU provides options for EU Member States to restrict the ~~terms~~range of medicinal products for which ~~can~~their benational ~~subject~~health toinsurance ~~extensive~~systems ~~negotiation~~provide reimbursement and ~~may~~to ~~vary~~control ~~significantly~~the ~~among~~prices ~~CROs~~of ~~and~~medicinal ~~clinical~~products ~~trial~~for ~~sites~~human use. An EU Member State may approve a specific price for the medicinal product, ~~and~~it ~~have~~may ~~such~~refuse ~~CROs~~to ~~and~~reimburse ~~sites~~a ~~effect~~product at the ~~proper~~price ~~and~~set ~~timely~~by ~~conduct~~the manufacturer or it may instead adopt a system of ~~our~~direct ~~clinical~~or ~~trials;~~indirect controls on the profitability of the company placing the medicinal product on the market. Other EU Member States allow companies to fix their own prices for products but monitor and control prescription volumes and issue guidance to physicians to limit prescriptions. In addition, some EU Member States provide that products may be marketed only after a reimbursement price has been agreed. Many EU Member States also periodically review their reimbursement procedures for medicinal products, which could have an adverse impact on reimbursement status.

47Moreover, in order to obtain reimbursement for our products in some European countries, including some EU Member States, we may required to complete additional studies that compare the cost-effectiveness of a particular product candidate to currently available therapies (so called health technology assessments). This Health Technology Assessment (“HTA”) of medicinal products is becoming an increasingly common part of the pricing and reimbursement procedures in some EU Member States, including those representing the larger markets. The HTA process is the procedure to assess therapeutic, economic and societal impact of a given medicinal product in the national healthcare systems of the individual country. The outcome of an HTA will often influence the pricing and reimbursement status granted to these medicinal products by the competent authorities of individual EU Member States. The extent to which pricing and reimbursement decisions are influenced by the HTA of the specific medicinal product currently varies between EU Member States.

~~● obtain and maintain IRB approval at each clinical trial site;~~30

~~● identify~~Recently, ~~recruit~~many countries in the EU have increased the amount of discounts required on pharmaceuticals and ~~enroll~~these ~~suitable~~efforts ~~patients~~could continue as countries attempt to manage ~~participate~~healthcare expenditures, especially in light of the severe fiscal and debt crises experienced by many countries in the EU. The downward pressure on healthcare costs in general, particularly prescription products, has become intense. As a ~~trial;~~result, increasingly high barriers are being erected to the entry of new products. Political, economic, and regulatory developments may further complicate pricing negotiations, and pricing negotiations may continue after reimbursement has been obtained. Reference pricing used by various EU Member States, and parallel trade (arbitrage between low-priced and high-priced EU Member States), can further reduce prices.

●The ~~have~~marketability aof ~~sufficient~~Omisirge may ~~number~~suffer ofif ~~patients~~the ~~complete~~government aand ~~trial~~third-party orpayers ~~return~~fail ~~for~~to ~~post-treatment~~provide ~~follow~~adequate coverage and reimbursement. In addition, emphasis on managed care in the United States has increased and we expect will continue to increase the pressure on healthcare pricing. Coverage policies and third-~~up;~~party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for Omisirge, less favorable coverage policies and reimbursement rates may be implemented in the future.

●In ~~ensure~~addition ~~clinical~~to ~~investigators~~any healthcare reform measures that may affect reimbursement, market acceptance and ~~clinical~~sales ~~trial~~of ~~sites~~Omisirge ~~observe~~will ~~trial~~depend ~~protocol~~on, orin ~~continue~~part, the extent to ~~participate~~which inthe procedures utilizing Omisirge, performed by health care providers, will be covered by third-party payers, such as government health care programs, commercial insurance and managed care organizations. In the event health care providers and patients accept Omisirge as medically useful, cost effective and safe, there is uncertainty on how exactly Omisirge will be reimbursed. Third-party payers determine the extent to which new products will be covered as a ~~trial~~benefit under their plans and the level of reimbursement for any covered product or procedure that may utilize a covered product. Coverage will be dependent on FDA-approval and other factors; reimbursement may vary across payers which is a risk for our product candidates. Establishment of reimbursement guidelines for products is difficult to predict at this time what third-party payers will decide with respect to the coverage and reimbursement for Omisirge.

●A ~~address~~primary ~~any~~trend ~~patient~~in the U.S. healthcare industry and elsewhere has been cost containment, including price controls, restrictions on coverage and reimbursement and requirements for substitution of less expensive products. Third-party payers decide which products and procedures they will pay for and establish reimbursement and co-payment levels. Government and other third-party payers are increasingly challenging the prices charged for health care products and procedures, examining the cost effectiveness of procedures, and the products used in such procedures, in addition to their safety ~~concerns~~and efficacy, and payers limit coverage and reimbursement to the appropriate patient per a products label. We cannot be sure that ~~arise~~coverage ~~during~~will be available for Omisirge, or, if coverage is available, the ~~course~~level of adirect ~~trial;~~or indirect reimbursement.

●We ~~address~~expect ~~any~~to ~~conflicts~~experience pricing pressures in connection with the sale of Omisirge due to the trend toward managed healthcare, the increasing influence of health maintenance organizations, and additional legislative changes. The downward pressure on healthcare costs in general, particularly prescription drugs and other treatments, has become increasingly intense. As a result, high barriers exist to the successful commercialization of new orproducts. Further, ~~existing~~the ~~laws~~adoption and implementation of any future governmental cost containment or ~~regulations;~~other health reform initiative may result in additional downward pressure on the price that we may receive for Omisirge.

●Reimbursement ~~add~~by a ~~sufficient~~third-party payer may depend upon a number of ~~clinical~~factors ~~trial~~including ~~sites;~~the third-party payer’s determination that use of Omisirge is:

● ~~manufacture~~a ~~sufficient~~covered ~~quantities~~benefit ator ~~the~~part ~~required quality~~ of ~~product~~a ~~candidate~~covered ~~for~~benefit ~~use~~under inits ~~clinical~~health ~~trials~~plan; or

● ~~raise~~safe, ~~sufficient~~effective ~~capital~~and tomedically ~~fund a trial.~~necessary;

● Weappropriate ~~may~~for ~~also~~the ~~experience~~specific ~~numerous unforeseen events during, or as a result of, clinical trials that could delay or prevent our ability to receive marketing approval or commercialize our product candidates, including:~~patient;

● ~~we may receive feedback from regulatory authorities that requires us to modify the design of our clinical trials~~cost-effective; and

● ~~clinical~~neither ~~trials~~experimental ofnor ~~our product candidates may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon development programs;~~investigational.

● the number of patients required for clinical trials of our product candidates may be larger than we anticipate, enrollment in these clinical trials may be slower than we anticipate or participants may drop out of these clinical trials at a higher rate than we anticipate;31

●There ~~our~~is ~~third-party~~significant ~~contractors~~uncertainty related ~~may~~to ~~fail~~the toinsurance ~~comply~~coverage ~~with~~and ~~regulatory~~reimbursement ~~requirements~~of newly approved products. In the United States, the principal decisions about reimbursement are typically made by The Centers for Medicare & Medicaid Services, or ~~meet~~CMS, ~~their~~an ~~contractual~~agency ~~obligations~~within the U.S. Department of Health and Human Services, as CMS decides whether and to uswhat inextent aproducts, ~~timely~~and ~~manner~~the procedures that utilize such products, orwill atbe ~~all;~~covered and reimbursed under Medicare. Private payers may follow CMS, but have their own methods and approval processes for determining reimbursement for new products and the procedures that utilize such products.

●No ~~regulators~~uniform policy requirement for coverage and reimbursement exists among third-party payers in the United States. Similarly, ~~IRBs~~health orcare ~~Ethics~~providers ~~Committees~~enter ~~may~~into ~~not~~participation agreements ~~authorize~~with usthird-party orpayers ~~our~~wherein ~~investigators~~reimbursement rates are negotiated. Therefore, coverage and reimbursement can differ significantly from payer to ~~commence~~payer and health care provider to health care provider. As a ~~clinical~~result, ~~trial~~we cannot be sure that coverage or ~~conduct~~adequate areimbursement will ~~clinical~~be ~~trial~~available atfor aOmisirge ~~prospective~~or ~~trial~~procedures ~~site~~utilizing Omisirge. Also, we cannot be sure that reimbursement amounts will not reduce the demand for, or ~~amend~~the aprice ~~trial~~of, ~~protocol;~~Omisirge. If reimbursement is not available, or is available only to limited levels, we may not be able to commercialize Omisirge or achieve profitably.

●Omisirge wewas ~~may~~granted specific ICD-10-PCS codes which map to DRG-014. In addition, CMS did indicate that Omisirge would be reimbursed as a stem cell source for an allogeneic stem cell transplant, and, therefore would be considered an allogeneic stem cell transplant acquisition cost under 42 CFR 412.113(e)(2)(vii), and Medicare’s share will be paid under reasonable cost as a donor source under the Section 108 legislation. As a result, we have withdrawn ~~delays~~our inNTAP ~~reaching~~application orsince ~~fail~~the toOmisirge ~~reach~~reimbursement ~~agreement~~will onbe ~~acceptable~~covered ~~clinical~~under ~~trial~~Section ~~contracts~~108. orThere ~~clinical~~is ~~trial~~a ~~protocols~~risk ~~with~~that ~~prospective~~CMS ~~trial~~may ~~sites~~modify their coverage and/or ~~CROs;~~reimbursement approach in the future for new therapies, including for Omisirge.

●We weare orsubject ~~our~~to ~~investigators~~the ~~might~~risk ~~have~~of tovarious ~~suspend~~legal and orregulatory ~~terminate~~proceedings, ~~clinical~~including ~~trials~~litigation ofin ~~our~~the ~~product~~ordinary ~~candidates~~course ~~for~~of ~~various~~business. ~~reasons,~~Our ~~including~~business ~~noncompliance~~further ~~with~~entails ~~regulatory requirements,~~ a ~~finding~~significant ~~that~~risk ~~our~~ of product ~~candidates~~liability ~~have~~and ~~undesirable~~our ~~side~~ability ~~effects~~to orobtain ~~other~~sufficient ~~unexpected~~insurance ~~characteristics,~~coverage orcould have a ~~finding~~material ~~that~~effect ~~the~~on ~~participants~~our ~~are~~business, ~~being~~financial ~~exposed~~condition, results toof ~~unacceptable~~operations ~~health~~or ~~risks;~~prospects.

●In the ~~cost~~ordinary course of business, ~~clinical~~we ~~trials~~may become subject to various legal and regulatory proceedings, which may include but are not limited to those involving antitrust, tax, environmental, intellectual property, data privacy and other matters, including general commercial litigation. Any claims raised in legal and regulatory proceedings, whether with or without merit, could be time-consuming and expensive to defend and could divert management’s attention and resources. Additionally, the outcome of legal and regulatory proceedings may differ from our ~~product~~expectations because ~~candidates~~the outcomes of these proceedings are often difficult to predict reliably. Various factors and developments can lead to changes in our estimates of liabilities and related insurance receivables, where applicable, or may require us to make additional estimates, including new or modified estimates that may be ~~greater~~appropriate ~~than~~due to a judicial ruling or judgment, a settlement, regulatory developments or changes in applicable law. A future adverse ruling, settlement or unfavorable development could result in charges that could have a material adverse effect on our results of operations in any particular period. In accordance with customary practice, we ~~anticipate;~~maintain insurance against some, but not all, of these potential claims. In the future, we may not be able to maintain insurance at commercially acceptable premium levels.

●Furthermore, our business exposes us to significant product liability risks inherent in the ~~supply~~development, testing, manufacturing and marketing of therapeutic treatments. Product liability claims could delay or ~~quality~~prevent completion of our development programs. If we succeed in marketing products, such claims could result in an FDA or comparable foreign regulatory authority investigation of the safety and effectiveness of our products, our manufacturing processes and facilities or our marketing programs and potentially a recall of our products or more serious enforcement action, limitations on the approved indications for which they may be used or suspension, variation or withdrawal of approvals. Regardless of the merits or eventual outcome, liability claims may also result in decreased demand for our products, injury to our reputation, costs to defend the related litigation, a diversion of management’s time and our resources, substantial monetary awards to trial participants or patients and a decline in our share price. We do not currently have product ~~candidates~~liability insurance and do not anticipate obtaining product liability insurance until such time as we have received FDA or other ~~materials~~comparable ~~necessary~~authority approval for a product and there is a product that is being provided to ~~conduct~~patients outside of clinical trials. ofAny ~~our~~insurance we have or may obtain may not provide sufficient coverage against potential liabilities. Furthermore, product ~~candidates~~liability insurance is becoming increasingly expensive. As a result, we may be ~~insufficient~~unable orto ~~inadequate;~~obtain sufficient insurance at a reasonable cost to protect us against losses caused by product liability claims that could have a material adverse effect on our business.

~~● there may be changes in government regulations or administrative actions;~~32

●Omisirge ~~our~~and ~~product~~the ~~candidates~~administration process may ~~have~~cause undesirable ~~adverse~~side effects or have other ~~unexpected~~properties ~~characteristics;~~that could limit the commercial profile of an approved label or result in significant negative consequences following marketing approval, and result in costly and damaging product liability claims against us.

●Undesirable weside ~~may~~effects, including ~~not~~toxicity becaused ~~able~~by toOmisirge, ~~demonstrate~~could ~~that~~cause athe ~~product~~FDA ~~candidate’s~~to ~~clinical~~withdraw ~~and~~approval ~~other~~of ~~benefits~~Omisirge ~~outweigh~~for ~~its~~any ~~safety~~or ~~risks;~~all targeted indications.

●Drug-related, wedrug-product related, ~~may~~formulation-related ~~not~~and beadministration-related ~~able~~side toeffects ~~demonstrate~~result ~~that~~in apotential product ~~candidate~~liability ~~provides~~claims, anwhich ~~advantage~~could ~~over~~exceed our ~~current~~insurance ~~standards of care of future competitive therapies in development;~~coverage.

●Patients ~~regulators~~who require HSCT are often already in severe and advanced stages of disease and have both known and unknown significant pre-existing and potentially life-threatening health risks. Omisirge may ~~revise~~be associated with infusion reactions, graft versus host disease, engraftment syndrome, and graft failure, Infusion reactions occurred following Omisirge infusion, including hypertension, mucosal inflammation, dysphagia, dyspnea, vomiting and gastrointestinal toxicity were reported in 47% (55/117) patients transplanted with Omisirge. Grade 3-4 infusion reactions were reported in 15% (18/117) of patients transplanted with Omisirge. Primary graft failure, defined as failure to achieve an absolute neutrophil count greater than 500 per microliter blood by Day 42 after transplantation, occurred in 3% (4/117) of patients in Omisirge clinical trials. Acute and chronic GvHD, including life-threatening and fatal cases, occurred in patients transplanted with Omisirge. Grade II-IV acute GvHD was reported in 58% (68/117) of patients transplanted with Omisirge. Grade III- IV acute GvHD was reported in 17% (20/117) of patients transplanted with Omisirge. Chronic GvHD occurred in 35% (41/117) of patients transplanted with Omisirge. Two patients treated with Omisirge developed post-transplant lymphoproliferative disorder (PTLD) in the ~~requirements~~second-year ~~for~~post-transplant. ~~approving~~In our ~~product~~first ~~candidates~~Phase ½ clinical trial of GDA-201, adverse events included one patient who died of E. coli sepsis. Such events could subject us to costly litigation, require us to pay substantial amounts of money to injured patients, delay, negatively impact or ~~such~~end ~~requirements~~our ~~may~~opportunity ~~not~~to bereceive asor wemaintain ~~anticipate;~~regulatory approval ~~and~~to market our products, or require us to suspend or abandon our commercialization efforts.

●Even ~~any~~in ~~future~~a ~~collaborators~~circumstance in which we do not believe that ~~conduct~~an ~~clinical~~adverse ~~trials~~event ~~may~~is ~~face~~related ~~any~~to ofour products, the ~~above~~investigation ~~issues,~~into ~~and~~the circumstance may ~~conduct~~be ~~clinical~~time-consuming or ~~trials~~inconclusive. For instance, allogeneic bone marrow transplant, the area in ~~ways~~which ~~they~~Omisirge ~~view~~is asbeing ~~advantageous~~used, tois ~~them~~associated ~~but~~with ~~that~~serious complications, including death. In addition, there are ~~suboptimal~~expected toxicities for uspatients who receive an allogeneic bone marrow transplant, such as infertility. Thus, while not directly associated with Omisirge, there are attendant risks with the space in which our product candidates operate, and any related investigations may interrupt our development and commercialization efforts, delay our regulatory approval process, or impact and limit the type of regulatory approvals our product candidates receive or maintain. As a result of these factors, a product liability claim, even if successfully defended, could have a material adverse effect on our business, financial condition or results of operations.

48Additionally, if we or others later identify undesirable side effects caused by Omisirge, a number of potentially significant negative consequences could result, including, but not limited to:

We● ~~may~~Regulatory also encounter delays if a clinical trial is suspended or terminated by us, by the IRBs or Ethics Committees of the institutions in which such trials are being conducted, by the trial’s data safety monitoring board, by the FDA, national competent authorities ~~of the EU Member States or other regulatory agencies. Such authorities~~ may suspend ~~or terminate one or more of our clinical trials due to a number of factors~~, ~~including our~~vary ~~failure to conduct the clinical trial in accordance with relevant regulatory requirements~~ or ~~clinical~~withdraw ~~protocols,~~approvals ~~inspection~~ of the clinical trial operations or trial site by the FDA, national competent authorities of the EU Member States or other regulatory agencies resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial.Omisirge;

~~Further,~~● ~~conducting~~regulatory ~~clinical trials~~authorities inmay ~~countries~~require ~~outside of the United States and European Union, as we plan to do for our product candidates, presents~~ additional ~~risks~~ ~~that~~warnings ~~may~~on ~~delay completion of our clinical trials. These risks include~~ the ~~failure~~label ~~of enrolled patients~~ in ~~foreign~~addition ~~countries~~ to ~~adhere to~~Omisirge’s ~~clinical~~“black ~~protocol~~box” ~~as a result of differences in healthcare services or cultural customs~~warning, ~~managing~~such ~~additional administrative burdens associated with jurisdiction-specific regulatory schemes,~~ as ~~well~~a ~~as political and economic risks relevant to such jurisdictions.~~contraindication;

In● ~~addition,~~additional ~~disruptions caused~~restrictions bymay ~~public~~be ~~health~~imposed ~~crises~~on ~~(such as~~ the ~~COVID-19~~marketing ~~pandemic)~~of ~~may~~Omisirge ~~increase the likelihood that we encounter difficulties~~ or ~~delays in initiating, screening, enrolling, conducting, or completing our ongoing and planned preclinical studies and clinical trials. For example,~~ the ~~submission~~manufacturing ofprocesses ~~our BLA~~ for ~~omidubicel~~Omisirge ~~was~~or ~~delayed,~~any incomponent ~~part, as a result of the impact of the COVID-19 pandemic on our operations.~~thereof;

If● we ~~experience delays in carrying out or completing any clinical trial of our product candidates, the commercial prospects of our product candidates~~ may be ~~harmed, and~~required ~~our ability~~ to ~~generate~~create ~~product~~a ~~revenue from any of these product candidates will be delayed. In addition~~REMS, ~~any~~or ~~delays~~comparable inforeign ~~completing our clinical trials will increase our costs~~strategies, ~~slow~~which ~~down~~could ~~our~~include ~~product~~a ~~candidate~~medication ~~development~~guide ~~and~~outlining ~~approval~~the ~~process~~risks ~~and jeopardize our ability to commence product sales and generate revenue. Any~~ of ~~these~~such ~~occurrences~~side ~~may~~effects ~~significantly~~for ~~harm~~distribution ~~our~~to ~~business and financial condition. In addition~~patients, ~~many~~a ofcommunication ~~the~~plan ~~factors~~for ~~that~~healthcare ~~cause,~~providers and/or ~~lead~~other ~~to,~~elements ~~a delay in the commencement or completion of clinical trials may also ultimately lead~~ to ~~the~~assure ~~denial~~safe ~~of regulatory approval of our product candidates.~~use;

~~The~~● ~~results~~we ~~of earlier studies and trials~~ may ~~not~~ be ~~predictive~~required ofto ~~future~~recall ~~trial results~~Omisirge, ~~and~~change ~~our~~the ~~clinical~~way ~~trials~~Omisirge ~~may~~is ~~fail~~administered toor ~~adequately~~conduct ~~demonstrate~~additional ~~the~~clinical ~~safety and efficacy of our product candidates.~~trials;

Results from preclinical studies or early-stage clinical trials are not necessarily predictive of future clinical trial results, and interim results of a clinical trial are not necessarily indicative of final results. For example, our first Phase 1 clinical trial of GDA-201, which was an investigator-initiated trial using the fresh formulation of GDA-201 demonstrated no dose-limiting toxicities and significant clinical activity in patients with non-Hodgkin lymphoma, with 13 complete responses and one partial response observed in 19 patients, for an overall response rate of 74%. However, further clinical trials may show that the response rate in a larger sample size is lower than 74%, or there may be new toxicities reported.

There is a high failure rate for product candidates proceeding through clinical trials. Many companies in the pharmaceutical industry have suffered significant setbacks in late-stage clinical trials even after achieving promising results in preclinical testing and earlier-stage clinical trials. Data obtained from preclinical and clinical activities are subject to varying interpretations, including conclusions about relapse rates that are based on small sample sizes of data, which may delay, limit or prevent regulatory approval. In addition, we may experience regulatory delays or rejections as a result of many factors, including due to changes in regulatory policy during the period of our product candidate development. Success in preclinical testing and early clinical trials does not ensure that later clinical trials will generate the same results or otherwise provide adequate data to demonstrate the efficacy and safety of a product candidate.

Interim, “topline” and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

From time to time, we may publish interim, “top-line” or preliminary data from our clinical studies. Interim data from clinical trials that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Preliminary or “top-line” data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data previously published. In addition, successful results in one or a few patients may not be indicative of the final results after completion of treatment of all patients in a clinical trial. As a result, interim and preliminary data should be viewed with caution until the final data are available. Adverse changes between preliminary or interim data and final data could significantly harm our business prospects.

The success of our NAM technology platform and our product candidates is substantially dependent on developments within the emerging field of cellular therapies, some of which are beyond our control.

Our NAM expansion technology platform and our product candidates are designed to increase the therapeutic functionality of cell therapy products, which represents a novel development within the field of cellular therapeutics. Stem cell therapies in turn represent a relatively new therapeutic area that presents a number of scientific, clinical, regulatory and ethical challenges. Any adverse developments in the field of stem cell therapies generally, and in the practice of hematopoietic stem cell transplant in particular, will negatively impact our ability to develop and commercialize our product candidates. In particular, we currently anticipate that omidubicel and any additional product candidates that we develop from our NAM technology platform would be adopted into the current standard of care for hematopoietic stem cell transplant, or HSCT, procedures. If the market for HSCT procedures declines or fails to grow at anticipated levels for any reason, or if the development and commercialization of therapies targeted at the underlying cause of diseases addressed by omidubicel obviate the need for patients to undergo HSCT procedures, our business prospects will be significantly harmed.

Because our product candidates are based on novel technologies, it is difficult to predict the time and cost of development and our ability to successfully complete clinical development of these product candidates and obtain the necessary regulatory approvals for commercialization.

Our product candidates are based on our novel NAM technology platform, and unexpected problems related to this new technology may arise that could cause us to delay, suspend or terminate our development efforts. Regulatory approval of novel product candidates such as ours can be more expensive and take longer, than for other more well-known or extensively studied pharmaceutical or biopharmaceutical product candidates due to our and regulatory agencies’ lack of experience with them. Stem cell therapies represent a relatively new therapeutic area, and the FDA and equivalent foreign regulatory authorities have cautioned consumers about potential safety risks associated with these therapies. To date, there are relatively few approved stem cell products.

Regulatory requirements governing cell therapy products have changed frequently and may continue to change in the future. For example, the FDA established the Office of Cellular, Tissue and Gene Therapies within its Center for Biologics Evaluation and Research, or CBER, to consolidate the review of gene therapy and related products, and the Cellular, Tissue and Gene Therapies Advisory Committee to advise CBER on its review. In addition, adverse developments in clinical trials of potential stem cell therapies conducted by others may cause the FDA or other regulatory bodies to change the requirements for approval of any of our product candidates. These regulatory authorities and advisory groups and the new requirements or guidelines they promulgate may lengthen the regulatory review process, require us to perform additional studies, increase our development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of our product candidates or lead to significant post-approval limitations or restrictions.

We may find it difficult to enroll patients in our clinical studies, which could delay or prevent us from proceeding with clinical trials.

Identifying and qualifying patients to participate in clinical studies of our product candidates is critical to our success. The timing of our clinical trials depends in part on the speed at which we can recruit patients to participate in testing our product candidates, and we may experience delays in our clinical trials if we encounter difficulties in enrollment. Patient enrollment and retention in clinical trials depends on many factors, including the size of the patient population, the nature of the trial protocol, our ability to recruit clinical trial investigators with the appropriate competencies and experience, the existing body of safety and efficacy data with respect to the study drug, the number and nature of competing treatments and ongoing clinical trials of competing drugs for the same indication, the proximity of patients to clinical sites, clinicians’ and patients’ perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any drugs that may be approved for the indications we are investigating, the eligibility criteria for the study, our ability to obtain and maintain patient consents and the risk that patients enrolled in clinical trials will drop out of the trials before completion. For example, patients may prefer to undergo treatment with stem cell transplantation with cells sourced from matched related donors, matched unrelated donors or haploidentical donors, as opposed to being treated with omidubicel, which would adversely affect the enrollment of our clinical trials.

We may not be able to identify, recruit and enroll a sufficient number of patients to complete our clinical studies because of the perceived risks and benefits of the product candidate under study, the availability and efficacy of competing therapies and clinical studies, the proximity and availability of clinical study sites for prospective patients and the patient referral practices of physicians. If patients are unwilling to participate in our studies for any reason, the timeline for recruiting patients, conducting studies, and obtaining regulatory approval of potential products will be delayed.

In addition, any negative results we may report in clinical trials of our product candidate may make it difficult or impossible to recruit and retain patients in other clinical trials of that same product candidate. Delays or failures in planned patient enrollment or retention may result in increased costs, program delays or both, which could have a harmful effect on our ability to develop our product candidates, or could render further development impossible. For example, the impact of public health epidemics, such as the COVID-19 pandemic, may delay or prevent patients from enrolling or from receiving treatment in accordance with the protocol and the required timelines, which could delay our clinical trials, or prevent us from completing our clinical trials at all, and harm our ability to obtain approval for such product candidate. Further, if patients drop out of our clinical trials, miss follow-up visits, or otherwise fail to follow clinical trial protocols, the integrity of data from our clinical trials may be compromised or not accepted by the FDA or other regulatory authorities, which would represent a significant setback for the applicable program. In addition, we may rely on CROs and clinical trial sites to ensure proper and timely conduct of our future clinical trials and, while we intend to enter into agreements governing their services, we will be limited in our ability to compel their actual performance.

Our product candidates and the administration process may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial profile of an approved label or result in significant negative consequences following marketing approval, if any, and result in costly and damaging product liability claims against us.

Undesirable side effects, including toxicology, caused by our product candidates, or the drugs encapsulated by our product candidates, could cause us or regulatory authorities to interrupt, delay or halt clinical studies and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA, European Commission, or other regulatory agencies. Results of our studies could reveal a high and unacceptable severity and prevalence of these or other side effects. In such an event, our clinical studies could be suspended or terminated, and the FDA, European Commission or other regulatory agencies could order us to cease further development of or deny or withdraw approval of our product candidates for any or all targeted indications. Moreover, during the conduct of clinical trials, patients report changes in their health, including illnesses, injuries and discomforts, to their study doctor. Often, it is not possible to determine whether or not the product candidate being studied caused these conditions.

Drug-related, drug-product related, formulation-related and administration-related side effects could affect patient recruitment, the ability of enrolled patients to complete the clinical study or result in potential product liability claims, which could exceed our clinical trial insurance coverage. We obtain clinical trial insurance policies with respect to all our clinical studies. The insurance policies are in accordance with the local regulations applicable in the jurisdictions where the studies are performed outside of clinical trials.

Further, patients with the diseases targeted by our product candidates are often already in severe and advanced stages of disease and have both known and unknown significant pre-existing and potentially life-threatening health risks. Severe (grade 4) infusion reactions have also been reported in approximately 4% of patients treated with omidubicel. The most common adverse events related to omidubicel were graft versus host disease, or GvHD, (10%), pain (8%), transplant failure (4%), hypertension (4%), and dyspnea (2%). During the course of treatment, patients may suffer adverse events, including death, for reasons that may be related to our product candidates. In our Phase 1/2 clinical trial of omidubicel for the treatment of sickle cell disease, or SCD, which is a chronic illness, two of the patients died: one due to chronic GvHD and the other due to secondary graft failure. In our Phase 1/2 trial of omidubicel for the treatment of hematologic malignancies, approximately 10% of patients who received omidubicel experienced serious GvHD. In our first Phase 1/2 clinical trial of GDA-201, adverse events included one patient who died of E. coli sepsis. There was also a low level of sporadic engraftment failures. Such events could subject us to costly litigation, require us to pay substantial amounts of money to injured patients, delay, negatively impact or end our opportunity to receive or maintain regulatory approval to market our products, or require us to suspend or abandon our commercialization efforts.

Even in a circumstance in which we do not believe that an adverse event is related to our products, the investigation into the circumstance may be time-consuming or inconclusive. For instance, allogeneic bone marrow transplant, the area in which omidubicel is being used, is associated with serious complications, including death. In addition, there are expected toxicities for patients who receive an allogeneic bone marrow transplant, such as infertility. Thus, while not directly associated with omidubicel, there are attendant risks with the space in which our product candidates operate, and any related investigations may interrupt our development and commercialization efforts, delay our regulatory approval process, or impact and limit the type of regulatory approvals our product candidates receive or maintain. As a result of these factors, a product liability claim, even if successfully defended, could have a material adverse effect on our business, financial condition or results of operations.

Additionally, if one or more of our product candidates receives marketing approval, and we or others later identify undesirable side effects caused by such products, a number of potentially significant negative consequences could result, including, but not limited to:

● regulatory authorities may suspend or withdraw approvals of such product;

● regulatory authorities may require additional warnings on the label, such as a “black box” warning or contraindication;

● additional restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any component thereof;

● we may be required to create a REMS, which could include a medication guide outlining the risks of such side effects for distribution to patients, a communication plan for healthcare providers and/or other elements to assure safe use;

● we may be required to recall a product, change the way a product candidate is administered or conduct additional clinical trials;

●

we could be sued and held liable for harm caused to patients;

● ~~the~~Omisirge ~~product~~ may become less competitive; and

●

our reputation may suffer.

Any of these events could prevent us from achieving or maintaining market acceptance of ~~the particular product candidate~~Omisirge, ~~if approved,~~ and could significantly harm our business, results of operations and prospects.

Risks Related to Government Regulation

~~Even~~Omisirge ~~if we complete the necessary clinical trials, we cannot predict when, or if, we~~ will ~~obtain~~remain ~~regulatory approval to commercialize any of our product candidates, and the approval may be for a narrower indication than we seek or be~~ subject to ~~other limitations or restrictions that limit its commercial~~regulatory ~~profile~~scrutiny.

WeOmisirge ~~cannot~~will ~~commercialize~~be asubject ~~product~~to ~~candidate~~ongoing ~~until the appropriate~~ regulatory ~~authorities~~requirements ~~have~~for ~~reviewed~~manufacturing, ~~and~~labeling, ~~approved~~packaging, ~~the~~storage, ~~product~~advertising, ~~candidate.~~promotion, ~~Even~~sampling, ~~if our current or~~record-keeping, ~~future~~conduct ~~product~~of ~~candidates~~post-marketing ~~meet~~studies, ~~safety~~ and ~~efficacy~~submission ~~endpoints~~of ~~in clinical trials~~safety, ~~the regulatory authorities may not complete their review processes in a timely manner~~efficacy, orand ~~we may not be able to obtain regulatory approval. Additional delays may result if an FDA Advisory Committee or~~ other ~~regulatory authority recommends non~~post-~~approval~~ ormarket ~~restrictions on approval. In addition~~information, weincluding ~~may~~both ~~experience~~federal ~~delays or rejections~~and ~~based~~state ~~upon~~requirements ~~additional government regulation from future legislation or administrative action, or changes~~ in ~~regulatory authority policy during~~ the ~~period~~United ofStates ~~product~~and ~~development,~~European ~~clinical~~Union ~~trials~~ and ~~the~~requirements ~~review~~of ~~process~~comparable regulatory authorities.

~~Regulatory~~Manufacturers ~~authorities~~and ~~also~~manufacturers’ ~~may~~facilities ~~approve~~are arequired ~~product~~to ~~candidate~~comply ~~for~~with ~~more~~extensive ~~limited~~requirements ~~indications~~from ~~than~~the ~~requested~~FDA, orEU, ~~they~~national ~~may~~competent ~~impose~~authorities ~~significant~~of ~~limitations in~~ the ~~form~~EU ofMember States ~~warnings~~and oradditional ~~a REMS. These~~ regulatory authorities, ~~may~~including ~~require~~ensuring ~~precautions~~that orquality ~~contra-indications~~control ~~with~~and ~~respect~~manufacturing procedures conform to ~~conditions~~cGMP ofregulations. As ~~use~~such, orwe ~~they may~~and ~~grant~~our ~~approval~~contract manufacturers will be subject to continual review and inspections, including periodic unannounced inspections by the ~~performance~~FDA, competent authorities of ~~costly~~EU ~~post-marketing~~Member ~~clinical~~States ~~trials.~~or Inother ~~addition,~~comparable foreign regulatory authorities, ~~may~~to ~~not~~monitor ~~approve~~assess and ensure ~~the~~compliance ~~labeling~~with ~~claims~~cGMP ~~that~~and ~~are~~adherence ~~necessary~~to orcommitments ~~desirable~~made ~~for~~in ~~the~~any ~~successful~~approved ~~commercialization~~marketing ofapplication. ~~any~~Our failure, or the failure of our ~~product~~third-party manufacturers, ~~candidates.~~to ~~Any~~comply with applicable regulations could result in sanctions being imposed on us, including shutdown of the third-party ~~foregoing~~vendor ~~scenarios~~or ~~could~~invalidation ~~materially~~of ~~harm~~drug ~~the~~product ~~commercial~~lots ~~prospects~~or ~~for~~processes, ~~our~~fines, injunctions, civil penalties, delays, suspension, variation or withdrawal of approvals, license revocation, seizures or recalls of product, ~~candidates~~operating restrictions and ~~materially~~criminal prosecutions, any of which could significantly and adversely affect supplies of our product and significantly harm our business, financial condition, results of operations and prospects. Accordingly, we and others with whom we work must continue to expend time, money, and effort in all areas of regulatory compliance, including manufacturing, production, and quality control.

52We will have to comply with requirements concerning advertising and promotion for our product. Promotional communications with respect to prescription drugs and biologics are subject to a variety of legal and regulatory restrictions and must be consistent with the information in the product’s approved label. As such, we may not promote our products “off-label” for indications or uses for which we do not have approval. The holder of an approved application must submit new or supplemental applications and obtain approval for certain changes to the approved product, product labeling, or manufacturing process. We could also be asked to conduct post-marketing clinical studies to verify the safety and efficacy of our products in general or in specific patient subsets. An unsuccessful post- marketing study or failure to complete such a study could result in the withdrawal of marketing approval.

~~Even~~If ifa weregulatory ~~obtain~~authority discovers ~~regulatory~~previously ~~approval~~unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with ~~for~~the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling of a product, ~~candidate~~such regulatory authority may impose restrictions on that product or us, ~~our~~including ~~products~~requiring ~~will~~withdrawal ~~remain~~of ~~subject~~the product from the market. If we fail to comply with applicable regulatory ~~scrutiny.~~requirements, a regulatory authority or enforcement authority may, among other things:

If one of our product candidates is approved, it will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, advertising, promotion, sampling, record-keeping, conduct of post-marketing studies, and submission of safety, efficacy, and other post- market information, including both federal and state requirements in the United States and European Union and requirements of comparable regulatory authorities.

Manufacturers and manufacturers’ facilities are required to comply with extensive FDA, EMA, national competent authorities of the EU Member States and the requirements of additional regulatory authorities, including ensuring that quality control and manufacturing procedures conform to cGMP regulations. As such, we and our contract manufacturers will be subject to continual review and inspections to assess compliance with cGMP and adherence to commitments made in any approved marketing application. Accordingly, we and others with whom we work must continue to expend time, money, and effort in all areas of regulatory compliance, including manufacturing, production, and quality control.

We will have to comply with requirements concerning advertising and promotion for our products. Promotional communications with respect to prescription drugs and biologics are subject to a variety of legal and regulatory restrictions and must be consistent with the information in the product’s approved label. As such, we may not promote our products “off-label” for indications or uses for which they do not have approval. The holder of an approved application must submit new or supplemental applications and obtain approval for certain changes to the approved product, product labeling, or manufacturing process. We could also be asked to conduct post-marketing clinical studies to verify the safety and efficacy of our products in general or in specific patient subsets. An unsuccessful post- marketing study or failure to complete such a study could result in the withdrawal of marketing approval.

If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling of a product, such regulatory agency may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If we fail to comply with applicable regulatory requirements, a regulatory agency or enforcement authority may, among other things:

●

issue warning letters;

●

impose civil or criminal penalties;

● ~~suspend~~Suspend, vary or withdraw regulatory approval;

●

suspend any of our clinical studies;

●

refuse to approve pending applications or supplements to approved applications submitted by us;

●

impose restrictions on our operations, including closing our contract manufacturers’ facilities; or

●

seize or detain products, or require a product recall.

Failure to comply with EU and EU Member State laws that apply to the conduct of clinical trials, manufacturing approval, marketing authorization of medicinal products and marketing of such products, both before and after grant of the marketing authorization, or with other applicable regulatory requirements may result in administrative, civil or criminal penalties. These penalties could include delays or refusal to authorize the conduct of clinical trials, or to grant marketing authorization, product withdrawals and recalls, product seizures, suspension, withdrawal or variation of the marketing authorization, total or partial suspension of production, distribution, manufacturing or clinical trials, operating restrictions, injunctions, suspension of licenses, fines and criminal penalties.

Any government investigation of alleged violations of law could require us to expend significant time and resources in response and could generate negative publicity. Any failure to comply with ongoing regulatory requirements may significantly and adversely affect our ability to commercialize and generate revenue from our products. If regulatory sanctions are applied or if regulatory approval is withdrawn, the value of our company and our operating results will be adversely affected.

Moreover, the policies of the FDA and of other equivalent foreign regulatory authorities may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability.

53We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability.

A Breakthrough Therapy Designation by the FDA may not lead to a faster development or regulatory review or approval process and it does not increase the likelihood that our product candidates will receive marketing approval.

We have obtained Breakthrough Therapy Designation for omidubicel for the treatment of hematologic malignancies and may receive it in the future if the clinical data support such a designation for one or more of our other product candidates. A breakthrough therapy is defined as a drug or biologic that is intended, alone or in combination with one or more other drugs or biologics, to treat a serious or life-threatening disease or condition and preliminary clinical evidence indicates that the drug, or biologic, may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. For product candidates that have been designated as breakthrough therapies, interaction and communication between the FDA and the sponsor of the trial can help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens. Biologics designated as breakthrough therapies by the FDA may also be eligible for accelerated approval.

Designation as a breakthrough therapy is within the discretion of the FDA. Accordingly, even if we believe one of our current or future product candidates meets the criteria for designation as a breakthrough therapy, the FDA may disagree and instead determine not to make such designation.

In any event, the receipt of a Breakthrough Therapy Designation for omidubicel for the treatment of hematologic malignancies may not result in a faster development process, review or approval compared to drugs considered for approval under non-expedited FDA review procedures and does not assure ultimate approval by the FDA. In addition, the FDA may later decide that the product no longer meets the conditions to qualify for Breakthrough Therapy Designation.

We may be unable to maintain the benefits associated with orphan drug designations that we have obtained, including market exclusivity, which may cause our revenue, if any, to be reduced.

We ~~have~~ obtained orphan drug ~~designation~~ designation for ~~omidubicel~~Omisirge from the FDA and the European Commission for the treatment of hematologic malignancies, and we may pursue orphan drug designation for certain of our future product candidates. Under the Orphan Drug Act, the FDA may designate a drug or biologic product as an orphan drug if it is intended to treat a rare disease or condition, defined as a patient population of fewer than 200,000 in the United States, or a patient population greater than 200,000 in the United States where there is no reasonable expectation that the cost of developing the drug will be recovered from sales in the United States. In the European Union, the European Commission, following the EMA’s Committee for Orphan Medicinal Products, or COMP, opinion, grants orphan drug designation to promote the development of products that are intended for the diagnosis, prevention, or treatment of a life-threatening or chronically debilitating condition ~~affecting~~either (i) affecting not more than five in 10,000 persons in the European Union. ~~Additionally, designation is granted for products intended for the diagnosis, prevention,~~ or ~~treatment~~(ii) ~~of a life-threatening, seriously debilitating or serious and chronic condition when,~~ without ~~incentives,~~the itbenefits isderived ~~unlikely~~from ~~that~~orphan sales of the drug in the European Union would be ~~sufficient~~insufficient to justify the necessary investment in developing the drug or biological product. orIn ~~where~~ addition,there ismust be no satisfactory method of diagnosis, prevention, or treatment of the condition that has been authorized in the EU, or, if such a method exists, the medicine must be of significant benefit to those affected by the condition.

54In the United States, orphan drug designation entitles a party to financial incentives such as opportunities for grant funding towards clinical trial costs, tax advantages, and application fee waivers. In addition, if a product receives the first FDA approval for the indication for which it has orphan designation, the product is entitled to orphan drug exclusivity, which means the FDA may not approve any other application to market the same drug for the same indication for a period of seven years, except in limited circumstances, such as a showing of clinical superiority over the product with orphan exclusivity or where the manufacturer is unable to assure sufficient product quantity the orphan patient population. In the European Union, orphan drug designation entitles a party to financial incentives such as reduction of fees or fee waivers and, potentially, ten years of market exclusivity following the granting of marketing authorization. The period of market exclusivity is extended by two years for orphan medicinal products that have also complied with an agreed PIP. However, this period may be reduced to six years if, if at the end of the fifth year, the orphan drug designation criteria are no longer met, including where it is shown that the product is sufficiently profitable not to justify maintenance of market exclusivity or where the prevalence of the condition has increased above the threshold.

In the United States, orphan drug designation entitles a party to financial incentives such as opportunities for grant funding towards clinical trial costs, tax advantages, and application fee waivers. In addition, if a product receives the first FDA approval for the indication for which it has orphan designation, the product is entitled to orphan drug exclusivity, which means the FDA may not approve any other application to market the same drug for the same indication for a period of seven years, except in limited circumstances, such as a showing of clinical superiority over the product with orphan exclusivity or where the manufacturer is unable to assure sufficient product quantity the orphan patient population. In the European Union, orphan drug designation entitles a party to financial incentives such as reduction of fees or fee waivers and, potentially, ten years of market exclusivity following the granting of marketing authorization. This period may be reduced to six years if the orphan drug designation criteria are no longer met, including where it is shown that the product is sufficiently profitable not to justify maintenance of market exclusivity.35

Even though we ~~have~~ obtained ~~orphan~~ orphan drug designation for ~~omidubicel~~Omisirge from the FDA for the treatment of hematologic malignancies and from the European Commission for ~~allogeneic~~ allogeneic ex-vivo-expanded umbilical cord blood-derived haematopoietic CD34+ progenitor cells and allogeneic non-expanded umbilical cord blood-derived haematopoietic mature myeloid and lymphoid cells (also known as NiCord), ~~we may not be the first to obtain marketing approval for such indication due to the uncertainties associated with developing pharmaceutical products. Further,~~ orphan drug exclusivity may not effectively protect ~~the product candidate~~ Omisirge from competition because different drugs with different active moieties can be approved for the same condition. Even after an orphan drug is approved, the FDA or European Commission can subsequently approve the same drug with the same active moiety for the same condition if the FDA or European Commission concludes that the later drug is clinically superior in that it is safer, more effective, or makes a major contribution to patient care. Orphan drug designation neither shortens the development time or regulatory review time of a drug or biologic nor gives the drug or biologic any advantage in the regulatory review or approval process.

Enacted and future healthcare legislation may ~~increase the difficulty and cost for us to obtain marketing approval of and commercialize our product candidates and may~~ affect the prices we may set for Omisirge.

In the United States, the European Union and other jurisdictions, there have been, and we expect there will continue to be, a number of legislative and regulatory changes and proposed changes to the healthcare system that could affect our future results of operations. In particular, there have been and continue to be a number of initiatives at the U.S. federal and state levels that seek to reduce healthcare costs and improve the quality of healthcare. For example, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively the PPACA, was enacted, which substantially changed the way healthcare is financed by both governmental and private payers. Among the provisions of the PPACA, those of greatest importance to the pharmaceutical and biotechnology industries include the following: animposed ~~annual,~~new ~~non-deductible~~fees ~~fee~~on ~~payable~~entities ~~by any entity~~ that ~~manufactures~~manufacture or ~~imports~~import certain branded prescription drugs; expanded pharmaceutical manufacturer obligations to provide discounts and rebates to certain government programs; implemented a licensure framework for follow-on biologic ~~agents~~products; ~~(other~~expanded ~~than~~health ~~those~~care ~~designated~~fraud asand ~~orphan~~abuse laws; revised the methodology by which rebates owed by manufacturers to the state and federal government under the Medicaid Drug Rebate Program are calculated for certain drugs) and biologics, ~~which~~including isproducts that ~~apportioned~~are ~~among~~inhaled, ~~these~~infused, ~~entities~~instilled, ~~according~~implanted or injected; imposed an additional rebate similar to ~~their~~an ~~market~~inflation penalty on new ~~share~~formulations of drugs; extended the Medicaid Drug Rebate Program to utilization of prescriptions of individuals enrolled in ~~certain~~Medicaid managed ~~government~~care ~~healthcare~~organizations; ~~programs~~expanded the 340B program which caps the price at which manufacturers can sell covered outpatient pharmaceuticals to specified hospitals, clinics and community health centers; and provided incentives to programs that increase the federal government’s comparative effectiveness research.

●There ~~new~~have ~~requirements~~been tojudicial and ~~report~~Congressional challenges to certain ~~financial~~aspects ~~arrangements~~of ~~with~~the ~~physicians~~PPACA. For example, the Tax Cuts and ~~teaching~~Jobs ~~hospital~~Act ~~personnel~~of ~~including~~2017, ~~transplant~~or ~~teams~~Tax Act, ~~including~~included ~~reporting~~a ~~“transfers~~provision repealing, ofeffective ~~value”~~January ~~made~~1, 2019, the tax-based shared responsibility payment imposed by the PPACA on certain individuals who fail to maintain qualifying health coverage for all or ~~distributed~~part of a year that is commonly referred to ~~physicians~~as the “individual mandate”. On June 17, as2021, ~~defined~~the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the PPACA is unconstitutional in its entirety because the “individual mandate” was repealed by ~~such~~Congress. Further, there have been a number of health reform measures by the Biden administration that have impacted the PPACA. For example, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, or IRA, into law, ~~and~~which ~~reporting~~among ~~investment~~other ~~interests~~things, ~~held~~extends enhanced subsidies for individuals purchasing health insurance coverage in PPACA marketplaces through plan year 2025. The IRA also eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by ~~physicians~~significantly lowering the beneficiary maximum out-of-pocket cost and ~~their~~by ~~immediate~~creating ~~family~~a ~~members;~~new manufacturer discount program. It is possible that the PPACA will be subject to judicial or Congressional challenges in the future. It is unclear how such challenges and the healthcare reform measures of the Biden administration will impact the PPACA and our business.

●In aaddition, ~~new~~other ~~methodology~~legislative changes byhave ~~which~~been ~~rebates~~proposed ~~owed~~and adopted in the United States since the PPACA was enacted. In August 2011, the Budget Control Act of 2011, among other things, led to aggregate reductions of Medicare payments to providers of 2% per fiscal year. These reductions went into effect in April 2013 and, due to subsequent legislative amendments to the statute, will remain in effect until 2032, unless additional action is taken by ~~manufacturers~~Congress. ~~under~~In January 2013, the ~~Medicaid~~American ~~Drug~~Taxpayer ~~Rebate~~Relief ~~Program~~Act ~~are~~of ~~calculated~~2012 ~~for~~was ~~drugs~~signed ~~that~~into ~~are~~law, ~~inhaled~~which, ~~infused~~among other things, ~~instilled~~further reduced Medicare payments to several types of providers, ~~implanted~~including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. These new laws or any ~~injected;~~other similar laws introduced in the future may result in additional reductions in Medicare and other health care funding, which could negatively affect our customers and accordingly, our financial operations.

● expansion of eligibility criteria for Medicaid programs by, among other things, allowing states to offer Medicaid coverage to certain individuals with income at or below 133% of the federal poverty level, thereby potentially increasing a manufacturer’s Medicaid rebate liability;36

●Moreover, payment methodologies are subject to changes in healthcare legislation and regulatory initiatives. For example, CMS has developed value-based payment models for a ~~licensure~~variety ~~framework~~of care settings, including the inpatient prospective payment system used for ~~follow~~reimbursing inpatient hospital services. In addition, recently there has been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several U.S. Presidential executive orders, Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under government payer programs, and review the relationship between pricing and manufacturer patient programs. For example, in July 2021, the Biden administration released an executive order, “Promoting Competition in the American Economy,” with multiple provisions aimed at prescription drugs. In response to Biden’s executive order, on September 9, 2021, the Department of Health and Human Services, or HHS, released a Comprehensive Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue as well as potential administrative actions HHS can take to advance these principles. In addition, the IRA, among other things, (i) directs the Secretary of HHS to negotiate the price of certain high-expenditure, single-source drugs and biologics covered under Medicare Part B and Medicare Part D, and subjects drug manufacturers to civil monetary penalties and a potential excise tax by offering a price that is not equal to or less than the negotiated “maximum fair price” under the law, and (ii) imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation. The IRA permits HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years. HHS has and will continue to issue and update guidance as these programs are implemented. These provisions take effect progressively starting in fiscal year 2023. On August 29, 2023, HHS announced the list of the first ten drugs that will be subject to price negotiations, although the Medicare drug price negotiation program is currently subject to legal challenges. In addition, in response to the Biden administration’s October 2022 executive order, on ~~biologic~~February ~~products;~~14, 2023, HHS released a report outlining three new models for testing by the Center for Medicare and Medicaid Innovation which will be evaluated on their ability to lower the cost of drugs, promote accessibility, and improve quality of care. It is unclear whether the models will be utilized in any health reform measures in the future. Further, on December 7, 2023, the Biden administration announced an initiative to control the price of prescription drugs through the use of march-in rights under the Bayh-Dole Act. On December 8, 2023, the National Institute of Standards and Technology published for comment a Draft Interagency Guidance Framework for Considering the Exercise of March-In Rights which for the first time includes the price of a product as one factor an agency can use when deciding to exercise march-in rights. While march-in rights have not previously been exercised, it is uncertain if that will continue under the new framework.

●We aexpect ~~new~~that ~~Patient-Centered~~additional U.S. ~~Outcomes~~federal ~~Research~~healthcare ~~Institute~~reform tomeasures ~~oversee,~~will ~~identify~~be ~~priorities~~adopted in the future, ~~and~~any ~~conduct~~of ~~comparative~~which ~~clinical~~could ~~effectiveness~~limit ~~research,~~the ~~along~~amounts ~~with~~that ~~funding~~the U.S. federal government will pay for ~~such~~healthcare ~~research;~~products and services, which could result in reduced demand for Omisirge or additional pricing pressures.

●Individual ~~establishment~~states ofin athe United ~~Center~~States ~~for~~have ~~Medicare~~also ~~Innovation~~increasingly atpassed ~~the~~legislation ~~Centers~~and ~~for~~implemented ~~Medicare~~regulations &designed ~~Medicaid~~to ~~Services~~control pharmaceutical and biological product pricing, including price or ~~CMS~~patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to ~~test~~encourage ~~innovative~~importation ~~payment~~from other countries and ~~service~~bulk ~~delivery~~purchasing. For ~~models~~example, on January 5, 2024, the FDA approved Florida’s Section 804 Importation Program (SIP) proposal to import certain drugs from Canada for specific state healthcare programs. It is unclear how this program will be implemented, including which drugs will be chosen, and whether it will be subject to legal challenges in the United States or Canada. Other states have also submitted SIP proposals that are pending review by the FDA. Any such approved importation plans, when implemented, may result in lower ~~Medicare~~drug prices for products covered by those programs. Legally mandated price controls on payment amounts by third- party payers or other restrictions could harm our business, results of operations, financial condition and ~~Medicaid~~prospects. ~~spending~~In addition, ~~potentially~~regional ~~including~~healthcare ~~prescription~~authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug ~~spending~~and other healthcare programs. This could reduce the ultimate demand for our product candidates or put pressure on our product pricing.

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There have been judicial and Congressional challenges to certain aspects of the PPACA. For example, the Tax Cuts and Jobs Act of 2017, or Tax Act, included a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment imposed by the PPACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is commonly referred to as the “individual mandate”. On June 17, 2021, the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the PPACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. Further, there have been a number of health reform measures by the Biden administration that have impacted the PPACA. For example, on August 16, 2022, President Biden signed the Inflation Reduction Act of 2022, or IRA, into law, which among other things, extends enhanced subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025. The IRA also eliminates the “donut hole” under the Medicare Part D program beginning in 2025 by significantly lowering the beneficiary maximum out-of-pocket cost and by creating a new manufacturer discount program. It is possible that the PPACA will be subject to judicial or Congressional challenges in the future. It is unclear how such challenges and the healthcare reform measures of the Biden administration will impact the PPACA and our business.

In addition, other legislative changes have been proposed and adopted in the United States since the PPACA was enacted. In August 2011, the Budget Control Act of 2011, among other things, led to aggregate reductions of Medicare payments to providers of 2% per fiscal year. These reductions went into effect in April 2013 and, due to subsequent legislative amendments to the statute, will remain in effect until 2031, unless additional action is taken by Congress. Under current legislation, the actual reduction in Medicare payments will vary from 1% in 2022 to up to 4% in the final fiscal year of this sequester. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. These new laws or any other similar laws introduced in the future may result in additional reductions in Medicare and other health care funding, which could negatively affect our customers and accordingly, our financial operations.

Moreover, payment methodologies are subject to changes in healthcare legislation and regulatory initiatives. For example, CMS has developed value-based payment models for a variety of care settings, including the inpatient prospective payment system used for reimbursing inpatient hospital services. In addition, recently there has been heightened governmental scrutiny over the manner in which manufacturers set prices for their marketed products, which has resulted in several U.S. Presidential executive orders, Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under government payer programs, and review the relationship between pricing and manufacturer patient programs. For example, in July 2021, the Biden administration released an executive order, “Promoting Competition in the American Economy,” with multiple provisions aimed at prescription drugs. In response to Biden’s executive order, on September 9, 2021, the Department of Health and Human Services, or HHS, released a Comprehensive Plan for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue as well as potential administrative actions HHS can take to advance these principles. In addition, the IRA, among other things, (i) directs the Secretary of HHS to negotiate the price of certain high-expenditure, single-source drugs and biologics covered under Medicare Part B and Medicare Part D, and subjects drug manufacturers to civil monetary penalties and a potential excise tax by offering a price that is not equal to or less than the negotiated “maximum fair price” under the law, and (ii) imposes rebates under Medicare Part B and Medicare Part D to penalize price increases that outpace inflation. The IRA permits HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years. These provisions will take effect progressively starting in fiscal year 2023, although they may be subject to legal challenges. It is currently unclear how the IRA will be effectuated but is likely to have a significant impact on the pharmaceutical industry. Further, the Biden administration released an additional executive order on October 14, 2022, directing HHS to report on how the Center for Medicare and Medicaid Innovation can be further leveraged to test new models for lowering drug costs for Medicare and Medicaid beneficiaries.

We expect that additional U.S. federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that the U.S. federal government will pay for healthcare products and services, which could result in reduced demand for our product candidates or additional pricing pressures.

Individual states in the United States have also increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. Legally mandated price controls on payment amounts by third- party payers or other restrictions could harm our business, results of operations, financial condition and prospects. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other healthcare programs. This could reduce the ultimate demand for our product candidates or put pressure on our product pricing.

In the European Union, similar political, economic and regulatory developments may affect our ability to profitably commercialize our product candidates, if approved. In addition to continuing pressure on prices and cost containment measures, legislative developments at the European Union or member state level may result in significant additional requirements or obstacles that may increase our operating costs. The delivery of healthcare in the European Union, including the establishment and operation of health services and the pricing and reimbursement of medicines, is almost exclusively a matter for national, rather than European Union, law and policy. National governments and health service providers have different priorities and approaches to the delivery of health care and the pricing and reimbursement of products in that context. In general, however, the healthcare budgetary constraints in most European Union member states have resulted in restrictions on the pricing and reimbursement of medicines by relevant health service providers. Any increase in European Union and national regulatory burdens on those wishing to develop and market products could prevent or delay marketing approval of our product candidates, restrict or regulate post- approval activities and affect our ability to commercialize our product candidates, if approved. In markets outside of the United States and European Union, reimbursement and healthcare payment systems vary significantly by country, and many countries have instituted price ceilings on specific products and therapies.

We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action in the United States, the European Union or any other jurisdiction. If we or any third parties we may engage are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we or such third parties are not able to maintain regulatory compliance, our product candidates may lose any regulatory approval that may have been obtained and we may not achieve or sustain profitability.

Our business operations and current ~~and~~ and future relationships with ~~investigators,~~ healthcare professionals, consultants, third-party payers, patient organizations and customers will be subject to applicable healthcare regulatory laws, which could expose us to penalties.

Our business operations and current and future arrangements with ~~investigators,~~ healthcare professionals, consultants, third-party payers, patient organizations and customers, may expose us to broadly applicable fraud and abuse, privacy and security and other healthcare laws and regulations. These laws may constrain the business or financial arrangements and relationships through which we conduct our operations, including how we research, market, sell and distribute our product candidates, if approved. Such laws include:

●

the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or providing any remuneration (including any kickback, bribe, or certain rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, lease, order or recommendation of, any good, facility, item or service, for which payment may be made, in whole or in part, under any U.S. federal healthcare program, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

●

the U.S. federal civil and criminal false claims, including the civil False Claims Act, which prohibit, among other things, including through civil whistleblower or qui tam actions, and civil monetary penalties laws which prohibit individuals or entities from knowingly presenting, or causing to be presented, to the U.S. federal government, claims for payment or approval that are false or fraudulent, knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government. Pharmaceutical manufacturers can cause false claims to be presented to the U.S. federal government by engaging in impermissible marketing practices, such as the off-label promotion of a product for an indication for which it has not received FDA approval. In addition, the government may assert that a claim including items and services resulting from a violation of the U.S. federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act;

5738

●

the Health Insurance Portability and Accountability Act, or HIPAA, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the U.S. federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the healthcare fraud statute implemented under HIPAA or specific intent to violate it in order to have committed a violation;

●

HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and its implementing regulations, which also imposes certain obligations, including mandatory contractual terms, with respect to safeguarding the privacy and security of individually identifiable health information of covered entities subject to the rule, such as health plans, healthcare clearinghouses and certain healthcare providers, as well as their business associates, independent contractors of a covered entity that perform certain services involving the use or disclosure of individually identifiable health information on their behalf and their subcontractors that use, disclose, access, or otherwise process individually identifiable health information;

●

the Food Drug and Cosmetic Act, or the FDCA, which prohibits, among other things, the adulteration or misbranding of drugs, biologics and medical devices;

●

the U.S. Public Health Service Act, which prohibits, among other things, the introduction into interstate commerce of a biological product unless a biologics license is in effect for that product;

●

the U.S. Physician Payments Sunshine Act and its implementing regulations, which requires certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program, with specific exceptions, to report annually to the government information related to certain payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists, and chiropractors), certain other healthcare professionals (such as physician assistants and nurse practitioners), and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members;

●

analogous U.S. state laws and regulations, including: state anti-kickback and false claims laws, which may apply to our business practices, including but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payer, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws and regulations that require drug manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities; state and local laws requiring the registration of pharmaceutical sales representatives; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts; the U.S. Foreign Corrupt Practices Act of 1977, as amended, which prohibits, among other things, U.S. companies and their employees and agents from authorizing, promising, offering, or providing, directly or indirectly, corrupt or improper payments or anything else of value to non-U.S. government officials, employees of public international organizations and non-U.S. government owned or affiliated entities, candidates for non-U.S. political office, and non-U.S. political parties or officials thereof; and

●

similar healthcare laws and regulations in the European Union and other jurisdictions, including reporting requirements detailing interactions with and payments to healthcare providers.

Outside the United States, interactions between pharmaceutical companies and health care professionals are also governed by strict laws, such as national anti-bribery laws of European countries, national sunshine rules, regulations, industry self-regulation codes of conduct and physicians’ codes of professional conduct. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment.

Ensuring that our internal operations and future business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of the laws described above or any other governmental laws and regulations that may apply to us, we may be subject to significant penalties, including civil, criminal and administrative penalties, damages, fines, exclusion from government-funded healthcare programs, such as Medicare and Medicaid or similar programs in other countries or jurisdictions, integrity oversight and reporting obligations to resolve allegations of non-compliance, disgorgement, individual imprisonment, contractual damages, reputational harm, diminished profits and the curtailment or restructuring of our operations. If any of the physicians or other providers or entities with whom we expect to do business are found to not be in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs and imprisonment, which could affect our ability to operate our business. Further, defending against any such actions can be costly, time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions that may be brought against us, our business may be impaired.

58Legislative or regulatory healthcare reforms in the United States and abroad may make it more difficult and costly for us to produce, market and distribute our products after clearance or approval is obtained.

~~Legislative~~From ortime ~~regulatory~~to ~~healthcare~~time, legislation ~~reforms~~is drafted and introduced in ~~the~~Congress ~~United~~that ~~States~~could ~~may~~significantly ~~make~~change itthe ~~more~~statutory ~~difficult~~provisions governing the manufacture and ~~costly~~marketing of ~~for~~regulated usproducts toor ~~obtain~~the ~~regulatory~~reimbursement ~~clearance~~thereof. In addition, FDA regulations and guidance are often revised or ~~approval~~reinterpreted ofby the FDA in ways that may significantly affect our ~~product~~business ~~candidates~~ and toour ~~produce~~products. We cannot determine what effect changes in regulations, ~~market~~statutes, legal interpretation or policies, when and ~~distribute~~if promulgated, enacted or adopted may have on our ~~products~~business ~~after~~in ~~clearance~~the future. Such changes could, among other things, require changes to manufacturing methods; recall, replacement, or ~~approval~~discontinuance isof ~~obtained~~Omisirge; and additional recordkeeping.

From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulatory clearance or approval, manufacture and marketing of regulated products or the reimbursement thereof. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business and our products. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of our product candidates. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated, enacted or adopted may have on our business in the future. Such changes could, among other things, require:

● changes to manufacturing methods;

● change in protocol design;

● additional treatment arm (control);

● recall, replacement, or discontinuance of one or more of our products; and

● additional recordkeeping.

We face competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively.

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. We face competition from major multinational pharmaceutical companies, established and early-stage biotechnology companies, and universities and other research institutions. Many of our competitors have greater financial and other resources, such as larger research and development staff and more experienced marketing and manufacturing organizations. Large pharmaceutical companies, in particular, have extensive experience in clinical testing, obtaining regulatory approvals, recruiting patients and manufacturing pharmaceutical products. These companies also have significantly greater research, sales and marketing capabilities and collaborative arrangements in our target markets with leading companies and research institutions.

Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel therapeutics or to in-license novel therapeutics that could make the product candidates that we develop obsolete. As a result of all of these factors, our competitors may succeed in obtaining patent protection or FDA approval or discovering, developing and commercializing treatments in the rare disease indications that we are targeting before we do. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies.

Doctors may recommend that patients undergo stem cell transplantation using cells from matched related donors, matched or mismatched unrelated donors, haploidentical donors or unmodified umbilical cord blood instead of using ~~omidubicel~~Omisirge or may choose other therapy options instead of our other NAM-derived product candidates. In addition, there are several clinical-stage development programs that seek to improve umbilical cord blood transplantation through the use of ex vivo expansion technologies to increase the quantity of hematopoietic stem cells for use in HSCT or the use of ex vivo differentiation technologies to increase the quantity of hematopoietic progenitor cells for use in HSCT. We are aware of several other companies with product candidates in various stages of development for allogeneic HSCT grafts, including but not limited to ExCellThera, ~~Garuda Therapeutics~~ and ~~Bellicum~~Garuda ~~Pharmaceuticals, and for NK cells, including, Takeda Pharmaceutical Company Limited, Fate~~ Therapeutics~~, Artiva, Sanofi, MiNK Therapeutics, ONK Therapeutics, Shoreline, Cellularity, NKarta, Wugen, Century Therapeutics, Appia Bio and FujiFilm Cellular Dynamics~~. In addition, many universities and private and public research institutes may develop technologies of interest to us but license them to our competitors. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis, technologies and drug products that are more effective or less costly than ~~omidubicel~~Omisirge or any other product candidates that we are currently developing or that we may develop, which could render our products obsolete and noncompetitive.

5940

We believe that our ability to successfully compete will depend on, among other things:

● ~~the~~our ~~results~~ability ofto ~~our~~protect, ~~preclinical~~develop ~~studies~~ and ~~clinical~~maintain ~~trials~~intellectual property rights related to our product;

● our ability to recruit and enroll patients for our clinical trials;

● the efficacy, safety and reliability of our product candidates;

● the speed at which we develop our product candidates;

● our ability to design and successfully execute appropriate clinical trials;

● our ability to protect, develop and maintain intellectual property rights related to our products;

●

our ability to maintain a good relationship with regulatory authorities;

● the timing and scope of regulatory approvals, if any;

●

our ability to commercialize and market any of our product candidates that receive regulatory approval;

●

market perception and acceptance of stem cell therapeutics;

● acceptance of our product ~~candidates~~ by physicians and institutions that perform HSCT procedures;

● the price of our ~~products~~product;

●

coverage and adequate levels of reimbursement under private and governmental health insurance plans, including Medicare; and

● our ability to manufacture and sell commercial quantities of ~~any~~Omisirge ~~approved products~~ to the market.

If our competitors market products that are more effective, safer or less expensive than ~~our future products~~Omisirge, ~~if any, or that reach the market sooner than our future products, if any,~~ we may not achieve commercial success. Any inability to successfully compete effectively will adversely impact our business and financial prospects.

Even ifthough weOmisirge ~~obtain~~is ~~and~~approved ~~maintain~~by ~~approval~~the FDA for ~~omidubicel~~marketing orin ~~our other product candidates from~~ the ~~FDA~~United States, we may never obtain approval of Omisirge outside of the United States, which would limit our market opportunities and adversely affect our business.

Approval of a product candidate in the United States by the FDA does not ensure approval of such product candidate by regulatory authorities in other countries or jurisdictions, and approval by non-U.S. regulatory authority does not ensure approval by regulatory authorities in other countries or by the FDA. ~~However, the failure to obtain approval from the FDA or other regulatory authorities may negatively impact our ability to obtain approval in non-U.S. countries.~~ Sales of ~~omidubicel~~Omisirge or our other product candidates outside of the United States will be subject to the regulatory requirements of other jurisdictions governing clinical trials and marketing approval. Even if the FDA grants marketing approval for a product candidate, comparable regulatory authorities in other countries also must approve the manufacturing and marketing of the product candidate in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and more onerous than, those in the United States, including additional preclinical studies or clinical trials. In many countries outside the United States, a product candidate must be approved for reimbursement before it can be approved for sale in that country. In some cases, the price that we intend to charge for our product candidates, if approved, is also subject to approval.

60Even if a product candidate is approved in another country, the applicable regulatory authority may limit the indications for which the product may be marketed, require extensive warnings on the product labeling or require expensive and time-consuming additional clinical trials or reporting as conditions of approval. Regulatory authorities in countries outside of the United States and the European Union also have requirements for approval of product candidates with which we must comply prior to marketing in those countries. Obtaining non-U.S. regulatory approvals and compliance with non-U.S. regulatory requirements could result in significant delays, difficulties and costs for us and could delay or prevent the introduction of our product candidates in certain countries.

~~Even~~Further, ifclinical ~~a product candidate~~trials isconducted ~~approved~~ in ~~another~~one country, ~~the applicable regulatory agency~~ may ~~limit~~not ~~the~~be ~~indications~~accepted ~~for~~by ~~which~~regulatory ~~the~~authorities ~~product~~in ~~may~~other becountries. ~~marketed~~Also, ~~require extensive~~regulatory ~~warnings~~approval onfor ~~the~~a product ~~labeling or require expensive and time-consuming additional clinical trials or reporting as conditions~~candidate ofmay ~~approval~~be withdrawn. ~~Regulatory~~If ~~authorities~~we infail ~~countries~~to ~~outside~~comply ofwith the ~~United~~regulatory ~~States and the European Union also have~~ requirements, ~~for~~our ~~approval of~~target ~~product~~market ~~candidates~~will ~~with~~be ~~which~~reduced weand ~~must~~our ~~comply~~ability ~~prior~~ to ~~marketing in those countries. Obtaining non-U.S. regulatory approvals and compliance~~realize ~~with~~the ~~non-U.S.~~full ~~regulatory~~market ~~requirements~~potential ~~could~~of ~~result~~Omisirge inor ~~significant~~our ~~delays,~~other ~~difficulties~~product ~~and~~candidates ~~costs~~will ~~for~~be usharmed and ~~could~~our ~~delay~~business, orfinancial ~~prevent~~condition, ~~the introduction~~results of operations ~~our~~and ~~product~~prospects ~~candidates~~will inbe ~~certain~~adversely ~~countries~~affected.

Further, clinical trials conducted in one country may not be accepted by regulatory authorities in other countries. Also, regulatory approval for a product candidate may be withdrawn. If we fail to comply with the regulatory requirements, our target market will be reduced and our ability to realize the full market potential of omidubicel or our other product candidates will be harmed and our business, financial condition, results of operations and prospects will be adversely affected.41

The misuse or off-label use of our products may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by regulatory bodies if we are deemed to have engaged in the promotion of these uses, any of which could be costly to our business.

WeIn ~~have~~the ~~initially~~United ~~sought~~ States, we obtained marketing approval for ~~omidubicel~~Omisirge for use ~~the~~in ~~treatment~~adult ofand pediatric patients 12 years and older with hematologic malignancies. Wewho ~~will~~are ~~train~~planned ~~our~~for ~~marketing~~umbilical ~~and~~cord ~~sales~~blood ~~personnel~~transplantation following ormyeloablative conditioning to reduce the ~~marketing~~ time to neutrophil recovery and ~~sales~~the ~~personnel~~incidence of ~~any~~infection. ~~strategic~~We ~~partner~~will totrain ~~not~~our ~~promote~~Omisirge marketing ~~our~~and ~~products,~~sales ifpersonnel ~~approved,~~to not promote Omisirge for any other uses outside of any FDA-cleared indications for use, known as “off-label use.”

We cannot, however, prevent a physician from using ~~our~~Omisirge ~~products~~ off-label, when in the physician’s independent professional medical judgment, he or she deems it it appropriate. As a result, there may be increased risk of injury to patients if physicians attempt to use ~~our~~Omisirge ~~products~~ for these uses for which they are not approved. Furthermore, the use ofOmisirge ~~our products~~ for indications other than those approved by the FDA or any non-U.S. regulatory body may not effectively treat such conditions, which could harm our reputation in the marketplace among physicians and patients.

If the FDA, the national competent authorities of the EU Member States any other regulatory body in a jurisdiction in which we operate determines that our promotional materials or training constitute promotion of an off-label use, it could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance or imposition of an untitled letter, which is used for violators that do not necessitate a warning letter, injunction, seizure, civil fine or criminal penalties. It is also possible that other federal, state or non-U.S. enforcement authorities might take action under other regulatory authority, such as false claims laws, if they consider our business activities to constitute promotion of an off-label use, which could result in significant penalties, including, but not limited to, criminal, civil and administrative penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs and the curtailment of our operations.

~~Collection~~We are subject to stringent and ~~use~~evolving United ofStates ~~data~~and foreign laws, ~~including personal~~regulations ~~information~~and rules, iscontractual ~~governed~~obligations, byindustry ~~restrictive~~standards, ~~regulations~~policies ~~that~~and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to ~~government~~regulatory ~~enforcement~~investigations or actions,; ~~private~~ litigation, ~~adverse publicity,~~(including orclass ~~other~~claims) ~~adverse~~and ~~actions~~mass ~~that~~arbitration ~~could~~demands; ~~negatively~~fines ~~affect~~and penalties; disruptions of our ~~operating~~business ~~results~~operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.

In the ordinary course of business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, ~~processing~~process) personal data and other sensitive ~~information~~data, including proprietary and confidential business data, ~~trade~~ trade secrets, intellectual property, data we collect about trial participants in connection with clinical trials, and sensitive third-party data (collectively, sensitive information). Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations relating to data privacy and security.

~~Our~~In ~~data~~the ~~processing~~United ~~activities~~States, federal, ~~may~~state, ~~subject~~and uslocal togovernments have enacted numerous data privacy and security ~~obligations~~laws, ~~such~~including asdata ~~various~~breach notification laws, ~~regulations~~personal data privacy laws, ~~guidance~~consumer protection laws (e.g., ~~industry~~Section ~~standards~~5 of the Federal Trade Commission Act), ~~external~~and other similar laws (e.g., wiretapping laws). For example, the federal Health Insurance Portability and ~~internal~~Accountability ~~privacy~~Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and ~~security~~Clinical ~~policies~~Health Act (“HITECH”), ~~contractual~~imposes specific requirements relating to the privacy, security, and ~~other~~transmission of individually identifiable protected health information. In the past few years, numerous U.S. states—including California, Virginia, Colorado, Connecticut, and Utah—have enacted comprehensive privacy laws that impose certain obligations ~~relating~~on covered tobusinesses, ~~data~~including providing specific disclosures in privacy notices and ~~security.~~affording ~~Outside~~residents with certain rights concerning their personal data. As applicable, such rights may include the ~~United~~right ~~States~~to access, ancorrect, ~~increasing~~or ~~number~~delete certain personal data, and to opt-out of ~~laws~~certain data processing activities, ~~regulations~~such as targeted advertising, profiling, and ~~industry~~automated ~~standards~~decision-making. ~~apply~~The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy ~~and~~impact ~~security~~assessments. These state laws allow for statutory fines for noncompliance. For example, the EUCalifornia ~~GDPR~~Consumer ~~and~~Privacy Act of 2018, as amended by the UKCalifornia ~~GDPR~~Privacy ~~impose~~Rights Act ~~strict~~of ~~requirements~~2020 (“CPRA”), (collectively, “CCPA”) applies to personal data of consumers, business representatives, and employees who are California residents, and requires businesses to provide specific disclosures in privacy notices and honor requests of such individuals to exercise certain privacy rights. The CCPA provides for fines of up to $7,500 per intentional violation and allows private litigants affected by certain data breaches to recover significant statutory damages. Although the ~~processing~~CCPA exempts some data processed in the context of clinical trials, the CCPA increases compliance costs and potential liability with respect to other personal data we maintain about California residents. similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future. While these states, like the CCPA, also exempt some data processed in the context of ~~individuals~~clinical ~~located~~trials, ~~respectively~~these developments further complicate compliance efforts, ~~within~~and increase legal risk and compliance costs for us, the ~~EEA~~third parties upon whom we rely, and ~~the~~our UKcustomers.

6142

~~The~~Outside ~~EU and UK GDPR impose requirements relating to (a) having legal bases for processing personal information relating to identifiable individuals and transferring such information outside~~ the ~~European Economic Area and/or the UK including to the~~ United States, ~~(b) providing details to those individuals~~ ~~regarding~~an ~~the~~increasing ~~processing~~number of ~~their~~laws, ~~personal information~~regulations, ~~(c) keeping personal information secure~~ and ~~confidential,~~industry ~~(d)~~standards ~~having~~govern data ~~processing agreements~~privacy ~~with~~and ~~third~~security. ~~parties~~For ~~who process personal information~~example, ~~(e)~~the ~~responding~~European ~~to individuals~~Union’ ~~requests to exercise their rights~~s inGeneral ~~respect~~Data ofProtection ~~their~~Regulation ~~personal information,~~ (f)“EU ~~reporting security breaches involving personal data to the competent national data protection authority and, possibly, affected individuals, (g~~GDPR”) ~~appointing data protection officers~~, ~~(h)~~the ~~conducting~~United ~~data~~Kingdom’s ~~protection~~GDPR ~~impact assessments and~~ (~~i) recordkeeping. The EU and~~ “UK GDPR”), ~~impose~~Brazil’s ~~additional responsibilities and liabilities in relation to personal data that we process~~General ~~and~~Data weProtection ~~may~~Law be required to put in place additional mechanisms ensuring compliance with the new data protection rules. Failure to comply with the requirements of the EU GDPR and related national data protection laws of the member states of the European Union may result in substantial fines (upLei toGeral orde ~~the~~Proteção ~~great~~de ofDados ~~€20~~Pessoais, ~~million~~ or ~~4% of annual global revenue~~“LGPD”), ~~other~~(Law ~~administrative~~No. ~~penalties and civil claims being brought against us~~13, ~~which could have a material adverse effect on our business~~709/2018), ~~results of operations and financial condition. Such~~Israel’s ~~civil~~Protection ~~claims, based on a private right~~ of ~~actions~~Privacy ~~in the EU GDPR~~Law, ~~allow~~Singapore’s ~~data~~Personal ~~subjects~~Data ~~and~~Protection ~~consumer~~Act ~~associations~~impose tostrict ~~lodge~~requirements ~~complaints with supervisory authorities, seek judicial remedies, and obtain compensation~~ for ~~damages~~processing ~~resulting~~personal ~~from violations of the EU GDPR~~data.

‘For example, under the GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros under the EU GDPR, 17.5 million pounds sterling under the UK GDPR or, in each case, 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests. In the ordinary course of business, we may transfer personal data from Europe and other jurisdictions to the United States or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”) and the United Kingdom (“UK”) have significantly restricted the transfer of personal data to the United States and other countries whose ~~privacy~~ privacy laws it generally believes are inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the United States in compliance with law, such as the EEA’ ~~and~~standard contractual clauses, the UK’s ~~standard~~International Data ~~contractual~~Transfer ~~clauses~~Agreement / Addendum, and the EU-US Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. If there is no lawful manner for us to transfer personal data from the EEA, the UK or other jurisdictions to the United States, or if the requirements for a legally compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions (such as Europe) at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties, and injunctions against our processing or transferring of personal data necessary to operate our business. Additionally, companies that transfer personal data out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the ’ GDPR’s cross-border data transfer limitations. In addition to data privacy and security laws, we are contractually subject to industry standards adopted by industry groups and, we are, or may become subject to such obligations in the future. We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. For example, certain privacy laws, such as the GDPR, require our customers to impose specific contractual restrictions on their service providers.

IfWe ~~there~~publish isprivacy ~~no lawful manner~~policies, ~~for~~marketing usmaterials toand ~~transfer~~other ~~personal~~statements, ~~data~~such ~~from~~as ~~the~~compliance ~~EEA,~~with ~~the~~certain UKcertifications or ~~other~~self-regulatory ~~jurisdictions to the United States~~principles, orregarding ~~if the requirements for a legally~~data ~~compliant~~privacy ~~transfer~~and ~~are~~security. ~~too~~If ~~onerous,~~these ~~we could face significant adverse consequences~~policies, ~~including the interruption or degradation of our operations~~materials, ~~the~~ ~~need to relocate part of~~ or ~~all~~statements ofare ~~our~~found ~~business or data processing activities~~ to ~~other~~be ~~jurisdictions at significant expense~~deficient, ~~increased exposure~~lacking toin ~~regulatory actions~~transparency, ~~substantial fines and penalties~~deceptive, ~~the inability to transfer data and work with partners~~unfair, ~~vendors and other~~ ~~third parties, and injunctions against our processing~~ or ~~transferring~~misrepresentative of ~~personal data necessary to operate~~ our ~~business. Additionally~~practices, ~~companies~~ ~~that~~we ~~transfer~~may ~~personal~~be ~~data~~subject ~~out of the EEA and UK~~ to ~~other jurisdictions~~investigation, ~~particularly~~enforcement toactions ~~the~~by ~~United States, are subject to increased scrutiny from~~ regulators, ~~individual~~or ~~litigants,~~other ~~and~~adverse ~~activist groups~~consequences. Obligations ~~Some~~related ~~European regulators have ordered certain companies~~ to ~~suspend~~data orprivacy ~~permanently~~and ~~cease~~security ~~certain~~(and ~~transfers~~consumers’ ~~out~~data ofprivacy ~~Europe~~expectations) ~~for~~are ~~allegedly~~quickly ~~violating~~changing, ~~the~~becoming EUincreasingly stringent, ~~GDPR’s~~and ~~cross-border~~creating ~~data transfer limitations~~uncertainty.

~~Obligations related to data privacy and security are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty.~~ Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources, which may necessitate changes to our services, information technologies, systems, and practices and to those of any third parties that process personal data on our behalf. ~~In addition, these obligations may require us to change our business model.~~

We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations. Moreover, despite our efforts, our personnel or third parties on whom we rely on may fail to comply with such obligations, which could negatively impact our business operations. If we or the third parties on which we rely fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, we could face significant consequences, including but not limited to: government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-action claims) and mass arbitration demands; additional reporting requirements and/or oversight; bans on processing personal data; ~~and~~ orders to destroy or not use personal data; and imprisonment of company officials. In particular, plaintiffs have become increasingly more active in bringing privacy-related claims against companies, including class claims and mass arbitration demands. Some of these claims allow for the recovery of statutory damages on a per violation basis, and, if viable, carry the potential for monumental statutory damages, depending on the volume of data nda the number of violations. Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of customers; interruptions or stoppages in our business operations (including clinical trials); inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.

Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of customers; interruptions or stoppages in our business operations (including, as relevant, clinical trials); inability to process personal data or to operate in certain jurisdictions; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.43

Risks Related to our Reliance on Third Parties

We ~~may~~ rely on ~~third~~a ~~parties~~limited tonumber ~~conduct certain elements~~ of ~~our~~suppliers ~~preclinical~~to ~~studies~~provide ~~and~~the ~~clinical~~raw ~~trials and perform~~ materials other ~~tasks~~than ~~for~~cord ~~us.~~blood If(serum ~~these~~and ~~third~~growth ~~parties~~factor) doneeded ~~not~~to ~~successfully carry~~produce ~~out~~our ~~their~~product ~~contractual~~candidates. ~~duties,~~We ~~meet~~have ~~expected~~a ~~deadlines~~relationship ~~or comply~~ with ~~regulatory~~a ~~requirements~~single supplier, Miltenyi weBiotec ~~may~~GmbH, ~~not~~for becertain ~~able~~equipment to(columns ~~obtain~~and ~~regulatory approval~~beads) ~~for~~necessary orto ~~commercialize~~manufacture our product candidates.

We have relied upon, and may again rely upon, third-party vendors, including CROs, to monitor and manage data for our preclinical studies and clinical trials. We may rely on these parties for execution of our preclinical studies and clinical trials, and we control only certain aspects of their activities. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol, legal, regulatory and scientific standards, and our reliance on the vendors and CROs does not relieve us of our regulatory responsibilities.

We and our CROs and other vendors are required to comply with good clinical practice, or GCP, cGMP, the Helsinki Declaration, the International Council for Harmonization Guideline for Good Clinical Practice, applicable European Commission Directives on Clinical Trials, laws and regulations applicable to clinical trials conducted in other territories, good laboratory practices, or GLP, which are regulations and guidelines enforced by the FDA, the Competent Authorities of the Member States of the European Economic Area, or EEA, and comparable regulatory authorities for all our product candidates in clinical development as well as rules and regulations regarding the collection and use of personal data such as the GDPR.

Regulatory authorities enforce these regulations through periodic inspections of study sponsors, principal investigators, study sites and other contractors. If we or any of our CROs or vendors fail to comply with applicable regulations, including GCP and cGMP regulations, the clinical data generated in our clinical studies may be deemed unreliable and the FDA, EMA or comparable regulatory authorities may require us to perform additional clinical studies before approving our marketing applications. Our failure to comply with these regulations may require us to repeat clinical studies, which would delay the regulatory approval process.

If any of our relationships with these third-party CROs or vendors were to terminate, we may not be able to enter into arrangements with alternative CROs or vendors or do so on commercially reasonable terms. In addition, our CROs are not our employees, and, except for remedies available to us under our agreements with such CROs, we cannot control whether or not they devote sufficient time and resources to our ongoing clinical, nonclinical and preclinical programs. If CROs do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols, regulatory requirements or for other reasons, our clinical studies may be extended, delayed or terminated, and we may not be able to obtain regulatory approval for or successfully commercialize our product candidates. We may also be subject to higher CRO costs than anticipated, which could adversely affect our results of operations and the commercial prospects for our product candidates, increase our costs and delay our ability to generate revenue.

Replacing or adding additional CROs involves additional cost and requires management time and focus. In addition, there is a natural transition period when a new CRO commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines. Though we expect to carefully manage our relationships with our CROs, we may encounter similar challenges or delays in the future, which could have a material adverse impact on our business, financial condition and prospects.

Independent clinical investigators and CROs that we engage to conduct our clinical trials may not devote sufficient time or attention to our clinical trials or be able to repeat their past success.

We expect to continue to depend on third parties, including independent clinical investigators and CROs, to conduct any future clinical trials. CROs may also assist us in the collection and analysis of data. There is a limited number of third-party service providers and vendors that specialize or have the expertise required to achieve our business objectives. Identifying, qualifying and managing performance of third-party service providers can be difficult, time consuming and cause delays in our development programs.

These investigators and CROs will not be our employees and we will not be able to control, other than through contract, the amount of resources, including time, which they devote to our product candidates and clinical trials. If independent investigators or CROs fail to devote sufficient resources to the development of our product candidates, or if their performance is substandard, it may delay or compromise the prospects for approval and commercialization of any product candidates that we develop.

Investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time and receive compensation in connection with such services. Under certain circumstances, we may be required to report some of these relationships to the FDA or other equivalent foreign regulatory authorities. The FDA or other equivalent foreign regulatory authorities may conclude that a financial relationship between us and an investigator has created a conflict of interest or otherwise affected interpretation of the study. The FDA or other equivalent foreign regulatory authorities may therefore question the integrity of the data generated at the applicable clinical trial site and the utility of the clinical trial itself may be jeopardized. This could result in a delay in approval or rejection of our marketing applications by the FDA or other equivalent foreign regulatory authorities, as the case may be, and may ultimately lead to the denial of marketing approval of one or more of our product candidates.

In addition, the use of third-party service providers requires us to disclose our proprietary information to these parties, which could increase the risk that this information will be misappropriated. Further, the FDA and other equivalent foreign regulatory authorities require that we comply with standards, commonly referred to as GCP, for conducting, recording and reporting clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentiality of trial subjects are protected. Failure of clinical investigators or CROs to meet their obligations to us or comply with GCP procedures could adversely affect the clinical development of our product candidates and harm our business.

We rely on a limited number of suppliers to provide the raw materials other than cord blood (serum and growth factor) needed to produce our product candidates. We have a relationship with a single supplier, Miltenyi Biotec GmbH, for certain equipment (columns and beads) necessary to create our product candidates.

We do not have any control over the availability of these raw materials or pieces of equipment. If we or our providers are unable to purchase these raw materials or equipment on acceptable terms, at sufficient quality levels, or in adequate quantities, if at all, the development and commercialization of our product candidates or any future product candidates, could be delayed or there could be a shortage in supply, which could impair our ability to meet our development objectives for our product candidates or generate revenue from the sale of any approved products.

Even following our establishment of our own planned cGMP-compliant manufacturing capabilities, we intend to continue to rely on third-party suppliers for these raw materials and pieces of equipment, which will expose us to risks including:

● failure of any supplier to become or maintain its status as a cGMP-compliant manufacturer of raw materials, which status is a prerequisite to our attainment of a BLA for ~~omidubicel~~Omisirge and our other product candidate;

●

termination or nonrenewal of supply or service agreements with third parties in a manner or at a time that is costly or damaging to us; and

●

disruptions to the operations of our third-party suppliers and service providers caused by conditions unrelated to our business or operations, including the bankruptcy of the supplier or service provider.

We rely on a single facility located in Kiryat Gat, Israel to manufacture omidubicel. Severe natural or other disaster, power outages or disruption at this site could have a material adverse effect on our ability to manufacture sufficient commercial supply.

Unless and until we establish an alternative supplier, we will be solely dependent on our facility in Kiryat Gat, Israel for the manufacture of the clinical supply of omidubicel and, if omidubicel is approved, commercial supply of omidubicel. We have completed construction on the facility in Kiryat Gat. The FDA completed its pre-licensing inspections of our facility in Kiryat Gat, and we are awaiting final FDA approval of this facility to manufacture commercial supplies of omidubicel. Such inspection resulted in no 483 observations to date. In addition, the Israeli Ministry of Health has also completed physical inspections of the facility in Kiryat Gat, Israel. Severe natural or other disasters, power outages, ongoing or revived hostilities or other political or economic factors could severely disrupt our manufacturing operations at our Kiryat Gat facility. If any event occurred that prevented us from using all or a significant portion of this facility or otherwise disrupted operations, it may be difficult or, in certain cases, impossible for us to continue manufacturing omidubicel for a substantial period of time in sufficient quantities, or at all. The disaster recovery and business continuity plans we have in place currently are limited and are unlikely to prove adequate to guarantee a sufficient continuation of supply in the event of a serious disaster or similar event. Although we intend to establish an alternative source supplier or manufacturer for the commercial supply of omidubicel, we cannot guarantee that we will be able to establish an alternative source, supplier or partner for the manufacturing of omidubicel at acceptable commercial terms, or at all.

Our reliance on third parties requires us to share our trade secrets and other intellectual property, which increases the possibility that a competitor will discover them or that our trade secrets and other intellectual property will be misappropriated or disclosed.

Because we rely on third parties to provide us with the materials that we use to develop and manufacture ~~our primary product candidate~~Omisirge, we may, at times, share trade secrets and other intellectual property with such third parties. We seek to protect our proprietary technology in part by entering into confidentiality agreements and, if applicable, material transfer agreements, collaborative research agreements, consulting agreements, or other similar agreements with our collaborators, advisors, employees and consultants prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third parties to use or disclose our confidential information, such as trade secrets and intellectual property. Despite the contractual provisions employed when working with third parties, the need to share trade secrets and other confidential information increases the risk that such trade secrets become known by our competitors, are inadvertently ~~incorporated~~ incorporated into the technology of others, or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and trade secrets, a competitor’s discovery of our trade secrets or other unauthorized use or ~~disclosure~~ disclosure would impair our competitive position and may have a material adverse effect on our business.

Despite our efforts to protect our trade secrets, our competitors or other third parties may discover our trade secrets, either through breach of these agreements, independent development or publication of information including our trade secrets by third parties. A competitor’s or other third party’s discovery of our trade secrets would impair our competitive position and have an adverse impact on our business, financial condition, results of operations and prospects.

We face a variety of challenges and ~~uncertainties~~ uncertainties associated with our dependence on the availability of human umbilical cord blood units, or CBUs, at cord blood banks for the manufacture of ~~omidubicel~~Omisirge.

CBUs are one of the raw materials for the manufacture of ~~omidubicel~~Omisirge. The CBUs currently used in the manufacture of ~~omidubicel~~Omisirge are procured directly by the clinical cell ~~processing~~ processing facilities from cord blood banks, which hold more than 800,000 CBUs that have been donated, processed and cryopreserved. However, ~~the~~ the availability of CBUs for the manufacture of ~~omidubicel~~Omisirge depends on a number of regulatory, political, economic and technical factors ~~outside~~ outside of our control, including:

●

government policies relating to the regulation of CBUs for clinical use;

●

the availability of government funding for cord blood banks;

●

pregnancy and birth rates, and the willingness of mothers to consent to the donation of CBUs and the terms of such consent;

●

individual cord blood bank policies and practices relating to CBU acquisition and banking;

●

the pricing of CBUs;

●

the methods used in searching for and matching CBUs to patients, which involve emerging technology related to current and future CBU parameters that guide the selection of an appropriate CBU for transplantation; and

●

methods for the procurement and shipment of CBUs and their handling and storage at clinical sites, any or all of which may have been complicated by public health policies aimed at slowing the spread of the COVID-19 virus.

65Additionally, we do not have control over the types of CBUs used in the manufacture of Omisirge. We rely heavily on these clinical cell processing facilities to procure CBUs from cord blood banks that are compliant with government regulations and within the current standard of care. In addition, we may identify specific characteristics of CBUs, such as their volume and red blood cell content, that may limit their ability to be used to manufacture Omisirge even though these CBUs may otherwise be suitable for use in allogeneic transplant. As a result, the requirement for CBUs to meet our specifications may limit the potential inventory of CBUs eligible for use in the manufacture of Omisirge. There is a large variability in the tests, methods and equipment utilized by cord blood banks in testing CBUs before storage. This could result in CBUs that are found to be unsuitable for production after their arrival at the manufacturing site. In the United States, cord blood banks are required to file a BLA and meet certain continued regulatory requirements in order to bank and provide CBUs for transplantation. Despite these requirements, most of the cord blood banks in the United States are not licensed. While the FDA currently allows CBUs from unlicensed cord blood banks to be used for transplantation and we have used CBUs from such facilities in the manufacture of Omisirge for our clinical trials, the FDA may later prohibit the use of such CBUs for transplantation. Additionally, although CBUs from non-U.S. cord blood banks, which are generally unlicensed, are currently available in the United States for use in transplantation and we have used CBUs from non-U.S. cord blood banks in our clinical trials, we will not be able to use cord blood from non-U.S. cord blood banks for the manufacturing of Omisirge. Any inability to procure adequate supplies of CBUs will adversely impact our ability to develop and commercialize Omisirge.

Additionally, we do not have control over the types of CBUs used in the manufacture of omidubicel. We rely heavily on these clinical cell processing facilities to procure CBUs from cord blood banks that are compliant with government regulations and within the current standard of care. In addition, we may identify specific characteristics of CBUs, such as their volume and red blood cell content, that may limit their ability to be used to manufacture omidubicel even though these CBUs may otherwise be suitable for use in allogeneic transplant. As a result, the requirement for CBUs to meet our specifications may limit the potential inventory of CBUs eligible for use in the manufacture of omidubicel. There is a large variability in the tests, methods and equipment utilized by cord blood banks in testing CBUs before storage. This could result in CBUs that are found to be unsuitable for production after their arrival at the manufacturing site. In the United States, cord blood banks are required to file a BLA and meet certain continued regulatory requirements in order to bank and provide CBUs for transplantation. Despite these requirements, most of the cord blood banks in the United States are not licensed. While the FDA currently allows CBUs from unlicensed cord blood banks to be used for transplantation and we have used CBUs from such facilities in the manufacture of omidubicel for our clinical trials, the FDA may later prohibit the use of such CBUs for transplantation. Additionally, although CBUs from non-U.S. cord blood banks, which are generally unlicensed, are currently available in the United States for use in transplantation and we have used CBUs from non-U.S. cord blood banks in our clinical trials, we anticipate we will not be able to use cord blood from non-U.S. cord blood banks for the manufacturing of omidubicel. Any inability to procure adequate supplies of CBUs will adversely impact our ability to develop and commercialize omidubicel.

Risks Related to Our Intellectual Property

If we are unable to obtain, maintain or or protect intellectual property rights related to ~~any of our product candidates or any future product candidates~~Omisirge, we may not be able to compete effectively in our market.

We rely upon a combination of patents, trade secret protection and confidentiality agreements to protect the intellectual property related to our technologies and product candidates. Our success depends in large part on our ability to obtain and maintain patent and other intellectual property protection in the United States and in other countries with respect to our proprietary technology and product candidates.

We have sought to protect our proprietary position by filing patent applications in the United States and in other countries, with respect to our novel technologies and product candidates, which are important to our business. Patent prosecution is expensive and time consuming. We may not be able to prepare, file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner or in all jurisdictions. It is also possible that we will fail to identify patentable aspects of our research and development activities before it is too late to obtain patent protection.

Further, the patent position of biopharmaceutical companies generally is highly uncertain and involves complex legal and factual questions for which legal principles remain unsettled. This renders the patent prosecution process particularly expensive and time-consuming. There is no assurance that all potentially relevant prior art relating to our patent applications has been found and that there are no material defects in the form, preparation, or prosecution of our patent applications, which can invalidate a patent or prevent a patent from issuing from a pending patent application. Even if patents do successfully issue, and even if such patents cover our product ~~candidates~~, because the issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, our patents or pending patent applications may be challenged in the courts or patent offices in the United States and abroad, which may result in such patents being narrowed, found ~~unenforceable~~ unenforceable or invalidated. For example, we may be subject to a third-party pre-issuance submission of prior art to the United States Patent and Trademark Office, or USPTO, or become involved in post-grant review procedures, oppositions, derivations, reexaminations, inter parts review, or IPR, or interference proceedings, in the United States or elsewhere, challenging our patent rights or the patent rights of others. An adverse determination in any such challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical ~~technology~~ technology and products, or limit the duration of the patent protection of our technology and products. Furthermore, even if they are unchallenged, our patent applications and any future patents may not adequately protect our intellectual property, provide exclusivity for our product ~~candidates~~, or prevent others from designing around our claims. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business.

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If we cannot obtain and maintain effective patent rights for our product ~~candidates~~, we may not be able to compete effectively and our business and results of operations would be harmed.

In addition to the protection afforded by any patents that have been or may be granted, we rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, and for processes for which patents are difficult to enforce ~~and any other elements of our product candidate discovery and development processes that involve proprietary know-how, information or technology that is not covered by patents~~. However, trade secrets can be difficult to protect. We seek to protect our proprietary technology and processes, in part, by entering into confidentiality agreements with our employees, consultants, scientific advisors and contractors. We also seek to preserve the integrity and confidentiality of our data, trade secrets and intellectual property by maintaining the physical security of our premises and physical and electronic security of our information technology systems. Notwithstanding these measures, organizations and systems, agreements or security measures may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets and intellectual property may otherwise become known or be independently discovered by competitors. Although we expect all our employees and consultants and other third parties who may be involved in the development of intellectual property for us to assign their inventions to us, and all of our employees, consultants, advisors and any third parties who have access to our proprietary knowhow, information, or technology to enter into confidentiality agreements, we cannot provide any assurances that we have entered into such agreements with all applicable third parties or that all such agreements have been duly executed. Even if we have entered into such agreements, we cannot assure you that our counterparties will comply with the terms of such agreements or that the assignment of intellectual property rights under such agreements is self-executing. We may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. If we fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights. Even if we are successful in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to our senior management and scientific personnel.

We also cannot assure you that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Misappropriation or unauthorized disclosure of our trade secrets and intellectual property could impair our competitive position and may have a material adverse effect on our business. Additionally, if the steps taken to maintain our trade secrets and intellectual property are deemed inadequate, we may have insufficient recourse against third parties for misappropriating the trade secret. Any of the foregoing could significantly harm our business, results of operations and prospects.

Patent reform legislation and rule changes could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents.

Our ability to obtain patents is highly uncertain because, to date, some legal principles remain unsettled, there has not been a consistent policy regarding the breadth or interpretation of claims allowed in patents in the United States and the specific content of patents and patent applications that are necessary to support and interpret patent claims is highly uncertain due to the complex nature of the relevant legal, scientific, and factual issues. Changes in either patent laws or interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property or narrow the scope of our patent protection.

For example, on September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes a number of significant changes to United States patent law. These include provisions that affect the way patent applications will be prosecuted and may also affect patent litigation. The USPTO has developed new and untested regulations and procedures to govern the full implementation of the Leahy-Smith Act and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions only became effective in March 2013. Prior to March 2013, in the United States, the first to invent was entitled to the patent. As of March 2013, assuming the other requirements for patentability are met, the first to file a patent application is generally entitled to the patent. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. Therefore, we cannot be certain that we were the first to make the inventions claimed in our patents or pending patent applications, or that we were the first to file for patent protection of such inventions. The Leahy-Smith Act has also introduced procedures making it easier for third parties to challenge issued patents, as well as to intervene in the prosecution of patent applications. Finally, the Leahy-Smith Act contains new statutory provisions that require the USPTO to issue new regulations for their implementation, and it may take the courts years to interpret the provisions of the new statute.

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However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents. Further, the U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on actions by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce patents that we have owned or licensed or that we might obtain in the future. Any inability to obtain, enforce, and defend patents covering our proprietary technologies would materially and adversely affect our business prospects and financial condition.

Similarly, changes in patent laws and regulations in other countries or jurisdictions or changes in the governmental bodies that enforce them or changes in how the relevant governmental authority enforces patent laws or regulations may weaken our ability to obtain new patents or to enforce patents that we own or that we may obtain in the future. Further, the laws of some countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad. For example, if the issuance to us, in a given country, of a patent covering an invention is not followed by the issuance, in other countries, of patents covering the same invention, or if any judicial interpretation of the validity, enforceability, or scope of the claims, or the written description or enablement, in a patent issued in one country is not similar to the interpretation given to the corresponding patent issued in another country, our ability to protect our intellectual property in those countries may be limited. Changes in either patent laws or in interpretations of patent laws in the United States and other countries may materially diminish the value of our intellectual property or narrow the scope of our patent protection. Any of the foregoing could significantly harm our business, results of operations and prospects.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Our registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition by potential partners or customers in our markets of interest. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. If other entities use trademarks similar to ours in different jurisdictions, or have senior rights to ours, it could interfere with our use of our current trademarks throughout the world.

Intellectual property rights of third ~~parties~~ parties could adversely affect our ability to ~~commercialize~~continue ~~our product candidates, and we might be required~~ to ~~litigate~~commercialize ~~or obtain licenses from third parties in order to develop or market~~ our product ~~candidate~~. Such litigation or licenses could be costly or not available on on commercially reasonable terms.

It is inherently difficult to conclusively assess our freedom to operate without infringing on or otherwise violating third-party rights. Our competitive position may suffer if patents issued to third parties or other third-party intellectual property rights cover our product ~~candidates~~ or elements thereof, or our manufacturing or uses relevant to our development plans. In such cases, we may not be in a position to ~~develop~~continue orto commercialize ~~products or~~ our product ~~candidates~~ unless we successfully pursue litigation to nullify or invalidate the third-party intellectual property right concerned, or enter into a license agreement with the intellectual property right holder, if available on commercially reasonable terms.

68There may also be pending patent applications that if they result in issued patents, could be alleged to be infringed by our product. If such an infringement claim should be brought and be successful, we may be required to pay substantial damages, including treble damages and attorneys’ fees if we are found to have willfully infringed, we may be forced to cease the commercialization of our product, or we may need to seek a license from any patent holders. No assurances can be given that a license will be available on commercially reasonable terms, if at all. Even if we were able to obtain such a license, it could be granted on non-exclusive terms, thereby providing our competitors and other third parties access to the same technologies licensed to us.

~~There~~It ~~may~~is also bepossible ~~pending~~that ~~patent~~we have failed to identify relevant third-party patents or applications. For example, U.S. applications filed before November 29, 2000, and certain U.S. applications filed after that ifdate ~~they~~that ~~result~~will innot ~~issued~~be filed outside the U.S. remain confidential until patents issue. Patent applications in the U.S. and elsewhere are published approximately 18 months after the earliest filing to which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering our product or platform technology could behave ~~alleged~~been filed by others without our knowledge. Additionally, pending patent applications which have been published can, subject to certain limitations, be ~~infringed~~later byamended in a manner that could cover our platform technologies or our product ~~candidates~~. IfThird-party intellectual ~~such~~property anright holders may also actively bring infringement ~~claim~~ ~~should~~claims beagainst ~~brought~~us. ~~and~~We becannot ~~successful,~~guarantee that we ~~may~~will be ~~required~~able to successfully ~~pay~~defend, ~~substantial~~settle ~~damages,~~or ~~including~~otherwise ~~treble~~resolve ~~damages~~such ~~and~~infringement ~~attorneys’ fees~~claims. ifIf we are ~~found~~unable to ~~have~~successfully ~~willfully~~settle ~~infringed~~future claims on terms acceptable to us, we may be ~~forced~~required to ~~cease~~engage ~~the~~in ~~development~~or ~~and~~continue ~~commercialization~~costly, ofunpredictable and ~~otherwise~~time-consuming ~~abandon our~~litigation. ~~product~~If ~~candidates~~we fail in any such dispute, orin addition to being forced to pay damages, we may ~~need~~be totemporarily ~~seek~~or apermanently ~~license~~prohibited from ~~any~~commercializing ~~patent~~our ~~holders~~product that are held to be infringing. NoWe ~~assurances~~might, ~~can~~if possible, also be ~~given~~forced to redesign our product so that awe ~~license~~no ~~will~~longer beinfringe ~~available~~the third-party onintellectual ~~commercially~~property ~~reasonable terms~~rights, ifwhich atmay ~~all~~not be commercially feasible. ~~Even~~Any of these events, even if we were ~~able~~ultimately to ~~obtain~~prevail, ~~such~~could require aus ~~license,~~to itdivert ~~could~~substantial befinancial ~~granted~~and onmanagement ~~non-exclusive~~resources ~~terms, thereby~~that ~~providing~~we ~~our~~would ~~competitors~~otherwise ~~and~~be ~~other~~able ~~third~~to ~~parties~~devote ~~access~~ to ~~the~~our ~~same~~business ~~technologies~~and ~~licensed~~otherwise significantly toharm usour business, results of operations and prospects.

It is also possible that we have failed to identify relevant third-party patents or applications. For example, U.S. applications filed before November 29, 2000, and certain U.S. applications filed after that date that will not be filed outside the U.S. remain confidential until patents issue. Patent applications in the U.S. and elsewhere are published approximately 18 months after the earliest filing to which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering our product candidates or platform technology could have been filed by others without our knowledge. Additionally, pending patent applications which have been published can, subject to certain limitations, be later amended in a manner that could cover our platform technologies, our product candidates or the use of our product candidates. Third-party intellectual property right holders may also actively bring infringement claims against us. We cannot guarantee that we will be able to successfully defend, settle or otherwise resolve such infringement claims. If we are unable to successfully settle future claims on terms acceptable to us, we may be required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented from or experience substantial delays in pursuing the development of and/or marketing of our product candidates. If we fail in any such dispute, in addition to being forced to pay damages, we may be temporarily or permanently prohibited from commercializing our product candidates that are held to be infringing. We might, if possible, also be forced to redesign our product candidates so that we no longer infringe the third-party intellectual property rights, which may not be commercially feasible. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business and otherwise significantly harm our business, results of operations and prospects.47

Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts.

Our commercial success depends in part on our avoiding infringing or otherwise violating the patents and proprietary rights of third parties. There have been many lawsuits and other proceedings involving patent and other intellectual property rights in the biotechnology and pharmaceutical industries, including patent infringement lawsuits, interferences, oppositions, post grant review, IPR, and reexamination proceedings before the USPTO and corresponding non-U.S. patent offices. Numerous U.S. and non-U.S. issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we ~~are~~developed ~~developing~~our product ~~candidates~~. As the pharmaceutical industry expands and more patents are issued, the risk increases that our product ~~candidates~~ may be subject to claims of infringement of the patent rights of third parties or other intellectual property claims.

Third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture, or methods for treatment related to the use or manufacture of our product ~~candidates~~. Because patent applications can take many years to issue, there may be currently pending patent applications that may later result in issued patents that our product ~~candidates~~ may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. If any third-party patents were held by a court of competent jurisdiction to cover the manufacturing process of ~~any of~~ our product ~~candidates~~, any materials formed during the manufacturing process or any final product itself, the holders of any such patents may be able to block our ability to continue to commercialize such product ~~candidates~~ unless we obtain a license under the applicable patents, or until such patents expire or are finally determined to be invalid or unenforceable.

Similarly, if any third-party patents were held by a court of competent jurisdiction to cover aspects of our formulations, processes for manufacture, or methods of use, the holders of any such patents may be able to block our ability to ~~develop~~continue ~~and~~to commercialize ~~the~~our ~~applicable~~ product ~~candidate~~ unless we obtain a license or until such patent expires or is finally determined to be invalid or unenforceable. In either case, such a license may not be available on commercially reasonable terms or at all.

69Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further commercialize our product. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, pay royalties, redesign our infringing products or obtain one or more licenses from third parties, which may be impossible or require substantial time and monetary expenditure.

Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize one or more of our product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, pay royalties, redesign our infringing products or obtain one or more licenses from third parties, which may be impossible or require substantial time and monetary expenditure.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our ordinary shares. Any of the foregoing could significantly harm our business, results of operations and prospects.

’We may ~~not~~ be ~~successful~~involved in ~~obtaining~~lawsuits to protect or ~~maintaining~~enforce ~~necessary~~our ~~rights~~intellectual toproperty, ~~our~~which ~~product~~could ~~candidates~~be ~~through~~expensive, ~~acquisitions~~time consuming and ~~in-licenses~~unsuccessful.

~~Because~~Competitors may infringe, misappropriate or otherwise violate our ~~programs~~intellectual property or that of our licensors that we may ~~require~~ acquire in the future. To counter infringement or unauthorized use, ofwe ~~intellectual~~may ~~property~~be orrequired ~~proprietary~~to ~~rights~~file ~~held~~infringement byclaims, which can be expensive and time-consuming. If we initiate legal proceedings against a third ~~parties~~party to enforce a patent covering our product, the ~~growth~~defendant ofcould ~~our~~counterclaim ~~business~~that ~~will~~the ~~likely~~patent ~~depend~~covering inour product ~~part~~is oninvalid ~~our~~and/or ~~ability~~unenforceable. toIn ~~acquire,~~patent litigation in~~-license~~ the United States, ordefendant ~~use~~counterclaims ~~these~~alleging ~~intellectual~~invalidity ~~property~~and/or unenforceability are common, and ~~proprietary~~there ~~rights~~are numerous grounds upon which a third party can assert invalidity or unenforceability of a patent. In ~~addition~~an infringement proceeding, ~~our~~a ~~product~~court ~~candidates~~ may ~~require~~decide ~~specific~~that ~~formulations~~a patent of ours is not valid or is unenforceable, or may refuse to ~~work~~stop ~~effectively~~the ~~and~~other ~~efficiently~~party ~~and~~from using the ~~rights~~technology toat ~~these~~issue ~~formulations~~on ~~may~~the begrounds ~~held~~that byour ~~others~~patents do not cover the technology in question. WeThird parties may be ~~unable~~also toraise ~~acquire~~similar claims orbefore administrative bodies in~~-license~~ ~~any~~the ~~compositions~~United States or abroad, ~~methods~~even outside the context of ~~use~~litigation. Such mechanisms include re-examination, post ~~processes~~grant review, inter parties review, or ~~other~~IPR, ~~third~~and equivalent proceedings in non-~~party~~U.S. ~~intellectual~~jurisdictions ~~property~~(e.g., ~~rights~~opposition ~~from~~proceedings). ~~third~~Such ~~parties~~proceedings ~~that~~could weresult ~~identify~~in asrevocation ~~necessary~~of ~~for~~or amendment to our ~~product~~patents ~~candidates~~in such a way that they no longer cover our product. The ~~licensing~~outcome following ~~and~~legal ~~acquisition~~assertions of ~~third-party~~invalidity ~~intellectual~~and ~~property rights~~unenforceability is aunpredictable. ~~competitive~~With ~~area~~respect to the validity question, ~~and~~for aexample, ~~number~~we cannot ofbe ~~more~~certain ~~established~~that ~~companies~~there ~~are~~is ~~also~~no ~~pursuing~~invalidating ~~strategies~~prior toart, ~~license~~of orwhich ~~acquire~~we, ~~third-party intellectual~~our ~~property~~patent ~~rights~~counsel, ~~that~~and wethe ~~may~~patent ~~consider~~examiner ~~attractive~~were unaware during prosecution. ~~These~~If ~~established~~a ~~companies~~defendant ~~may~~were ~~have~~to aprevail ~~competitive~~on ~~advantage~~a ~~over~~legal usassertion ~~due to~~of ~~their~~invalidity ~~size~~and/or unenforceability, ~~cash~~we ~~resources~~would lose at least part, and perhaps ~~greater~~all, ~~clinical~~of ~~development~~the ~~and~~patent ~~commercialization~~protection ~~capabilities~~on our product. InAn ~~addition,~~adverse ~~the~~result ~~Indenture~~in ~~governing~~any litigation or defense proceedings could put one or more of our ~~Notes~~patents ~~contain~~at ~~restrictions~~risk ~~that~~of ~~may~~being ~~limit~~invalidated or interpreted narrowly, could put our ~~ability~~patent toapplications ~~enter~~at ~~into~~risk ~~acquisition~~of ornot ~~in-licensing~~issuing ~~agreements~~and could have a material adverse impact on our business.

For example, we sometimes collaborate with academic institutions to accelerate our preclinical research or development under written agreements with these institutions, some of which provide that the applicable institution will own certain rights in any technology developed thereunder.48

Typically, these institutions provide us with an option to negotiate a license to any of the institution’s rights in technology resulting from the collaboration. Regardless of such option, we may be unable to negotiate a license within the specified timeframe or under terms that are acceptable to us. If we are unable to do so, the institution may offer the intellectual property rights to other parties, potentially blocking our ability to pursue our program.

In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We are also subject to certain restrictions regarding obtaining licenses of third-party intellectual property pursuant to the terms of the agreements governing the Notes, and we may be unable to license or acquire third-party intellectual property rights on terms that would allow us to make an appropriate return on our investment. If we are unable to successfully obtain rights to required third-party intellectual property rights, we may have to abandon development of that program and our business and financial condition could suffer.

We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming and unsuccessful.

Competitors may infringe, misappropriate or otherwise violate our intellectual property or that of our licensors that we may acquire in the future. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time-consuming. If we initiate legal proceedings against a third party to enforce a patent covering one of our product candidates, the defendant could counterclaim that the patent covering our product or product candidate is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are common, and there are numerous grounds upon which a third party can assert invalidity or unenforceability of a patent. In an infringement proceeding, a court may decide that a patent of ours is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. Third parties may also raise similar claims before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post grant review, inter parties review, or IPR, and equivalent proceedings in non-U.S. jurisdictions (e.g., opposition proceedings). Such proceedings could result in revocation of or amendment to our patents in such a way that they no longer cover our product candidates. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art, of which we, our patent counsel, and the patent examiner were unaware during prosecution. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our product candidates. An adverse result in any litigation or defense proceedings could put one or more of our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing and could have a material adverse impact on our business.

Interference proceedings provoked by third parties or brought by us may be necessary to determine the priority of inventions with respect to our patent applications. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Our defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees. We may not be able to prevent misappropriation of our intellectual property rights, particularly in countries where the laws may not protect those rights as fully as in the United States.

We may be subject to claims that our employees, consultants, or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

We employ individuals who were previously employed at universities or other biotechnology or pharmaceutical companies, including our competitors or potential competitors. Although we try to ensure that our employees, consultants and independent contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants, or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of any of our employees’ former employers or other third parties. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, which could adversely impact our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could significantly harm our business, results of operations and prospects.

We may be subject to claims challenging the inventorship of our intellectual property.

We may be subject to claims that former employees, collaborators or other third parties have an interest in or right to compensation with respect to our current patent and patent applications, future patents or other intellectual property as an inventor or co-inventor. For example, we may have inventorship disputes arise from conflicting obligations of consultants or others who ~~are~~were involved in developing our product ~~candidates~~. Litigation may be necessary to defend against these and other claims challenging inventorship or claiming the right to compensation. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. To the extent that our employees have not effectively waived the right to compensation with respect to inventions that they helped create, they may be able to assert claims for compensation with respect to our future revenue. As a result, we may receive less revenue from future products if such claims are successful, which in turn could impact our future profitability, business, results of operations and prospects.

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We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business.

A significant portion of our intellectual property has been developed by our employees in the course of their employment for us. Under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee in the course and as a result of or arising from his or her employment with a company are regarded as “service inventions,” which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights. The Patent Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee, or the Committee, a body constituted under the Patent Law, shall determine whether the employee is entitled to remuneration for his inventions. Case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration (but rather uses the criteria specified in the Patent Law). Although we generally enter into assignment-of-invention agreements with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their employment or engagement with us, we may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees and various other government fees on patents and/or applications will be due to be paid to the USPTO and various government patent agencies outside of the United States over the lifetime of our patents and/or applications and any patent rights we may own or license in the future. We rely on our outside counsel or third-party service providers to pay these fees due to the USPTO and non-U.S. patent agencies. The USPTO and various non-U.S. government patent agencies require compliance with several procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply. In many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which non-compliance can result in abandonment or lapse of the patents or patent applications, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market and this circumstance could harm our business.

We may enjoy only limited geographical protection with respect to certain patents and we may not be able to protect our intellectual property rights throughout the world.

Filing and prosecuting patent applications and defending patents covering our product ~~candidates~~ in all countries throughout the world would be prohibitively expensive. ~~Competitors~~ Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection, but enforcement rights are not as strong as that in the United States. These products may compete with our product ~~candidates~~, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

In addition, we may decide to abandon national and regional patent applications before grant. The examination of each national or regional patent application is an independent proceeding. As a result, patent applications in the same family may issue as patents in some jurisdictions, such as in the United States, but may issue as patents with claims of different scope or may even be refused in other jurisdictions. It is also quite common that depending on the country, the scope of patent protection may vary for the same product candidate or technology. The laws of some jurisdictions do not protect intellectual property rights to the same extent as the laws or rules and regulations in the United States, and many companies have encountered significant difficulties in protecting and defending such rights in such jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in other jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing as patents, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful.

Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. Furthermore, while we intend to protect our intellectual property rights in our expected significant markets, we cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which we may wish to market our product candidates. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate, which may have an adverse effect on our ability to successfully commercialize our product candidates in all our expected significant non-U.S. markets. If we encounter difficulties in protecting, or are otherwise precluded from effectively protecting, the intellectual property rights important for our business in such jurisdictions, the value of these rights may be diminished and we may face additional competition from others in those jurisdictions.50

Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. Furthermore, while we intend to protect our intellectual property rights in our expected significant markets, we cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which we may wish to market our product. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate, which may have an adverse effect on our ability to successfully commercialize our product in all our expected significant non-U.S. markets. If we encounter difficulties in protecting, or are otherwise precluded from effectively protecting, the intellectual property rights important for our business in such jurisdictions, the value of these rights may be diminished and we may face additional competition from others in those jurisdictions.

Some countries also have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, some countries limit the enforceability of patents against government agencies or government contractors. In those countries, the patent owner may have limited remedies, which could materially diminish the value of such patents. If we are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired.

Patent terms may be inadequate to ~~protect~~ protect our competitive position on our product ~~candidates~~ for an adequate amount of time.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our product ~~candidates~~ are obtained, once the patent life has expired for aour product ~~candidate~~, we may be open to competition from competitive medications, including biosimilar and generic medications. ~~Given~~Our the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such product candidates might expire before or shortly after such product candidates are commercialized. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing product candidates similar or identical to ~~ours~~Omisirge.

Depending upon the timing, duration and conditions of any FDA marketing approval of our product candidates, one or more of our U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Amendments, and similar legislation in the European Union. The Hatch-Waxman Amendments permit a patent term extension of up to five years for a patent covering an approved product as compensation for effective patent term lost during product development and the FDA regulatory review process. However, we may not receive an extension if we fail to exercise due diligence during the testing phase or regulatory review process, fail to apply within applicable deadlines, fail to apply prior to expiration of relevant patents or otherwise fail to satisfy applicable requirements. Moreover, the length of the extension could be less than we request. Only one patent per approved product can be extended, the extension cannot extend the total patent term beyond 14 years from approval and only those claims covering the approved drug, a method for using it or a method for manufacturing it may be extended. If we are unable to obtain patent term extension or the term of any such extension is less than we request, the period during which we can enforce our patent rights for the applicable product candidate will be shortened and our competitors may obtain approval to market competing products sooner. As a result, our revenue from applicable products could be reduced. Further, if this occurs, our competitors may take advantage of our investment in development and trials by referencing our clinical and preclinical data and launch their product earlier than might otherwise be the case, and our competitive position, business, financial condition, results of operations, and prospects could be materially harmed.

7351

Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. The following examples are illustrative:

● others may be able to make products that are similar to our product ~~candidates~~ but that are not covered by the claims of the patents that we own;

●

we might not have been the first to invent the inventions covered by our patents or the first to file patent applications covering our inventions;

●

others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;

●

it is possible that our pending patent applications will not lead to issued patents;

●

issued patents that we own may be held invalid or unenforceable as a result of legal challenges by our competitors;

● issued patents that we own may not provide coverage for all aspects of our product ~~candidates~~ in all countries;

●

our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

●

we may not develop additional proprietary technologies that are patentable; and

●

the patents of others may have an adverse effect on our business.

Should any of these events occur, they could significantly harm our business, results of operations and prospects.

Risks Related to Our Business Operations

~~Our~~We ~~future~~rely ~~success~~on ~~depends~~a single facility to manufacture Omisirge that is located in Kiryat Gat, Israel, proximate to the ongoing hostilities between Israel and Hamas in and around the Gaza Strip. Damage to this site, or hesitancy on the part of our customers to place orders with us, as a result of such hostilities or otherwise could have a material adverse effect on our ability to ~~attract,~~manufacture ~~retain~~Omisirge and ~~motivate~~generate ~~qualified personnel~~revenue.

We are ~~highly~~solely dependent on our ~~employees,~~facility ~~consultants~~in ~~and~~Kiryat ~~advisors.~~Gat, ~~The~~Israel ~~loss~~for the manufacture of ~~their~~the ~~services~~commercial ~~without~~supply aof ~~proper~~Omisirge. ~~replacement~~This ~~may~~facility ~~adversely~~has ~~impact~~been cGMP certified by the ~~achievement~~FDA and completed physical inspection by ofthe ~~our~~Israeli ~~objectives~~Ministry of Health. ~~Our~~Ongoing ~~employees,~~hostilities ~~consultants~~between Israel and ~~advisors~~Hamas ~~may~~in ~~leave~~and around the Gaza Strip could severely disrupt our ~~employment~~manufacturing operations at ~~any~~our ~~time.~~Kiryat ~~Recruiting~~Gat ~~and~~facility, ~~retaining~~as ~~qualified~~could ~~employees, consultants~~other ~~and~~hostilities ~~advisors~~that ~~for~~could ~~our~~occur ~~business,~~whether ~~including~~or ~~scientific~~not ~~and~~related ~~technical~~to ~~personnel~~the current violence, isas well ~~critical~~as severe natural disasters or other damage to ~~our~~this ~~success~~site. ~~There~~If isany ~~currently~~ event were to occur that prevents us from using all or a ~~shortage~~significant portion of ~~skilled~~this ~~personnel~~facility inor otherwise disrupts our ~~industry~~operations, ~~which~~it ismay ~~likely~~be difficult or, in certain cases, impossible for us to continue manufacturing Omisirge for ~~the~~a ~~foreseeable~~substantial ~~future.~~period ~~This~~of istime ~~particularly~~in ~~the~~sufficient ~~case in~~quantities ~~Israel~~or at all. The disaster recovery and ~~Boston,~~business ~~Massachusetts,~~continuity plans ~~where~~that ~~our~~we ~~operations~~have in place currently are ~~focused~~limited and ~~where~~are ~~there~~unlikely isto prove adequate to guarantee a ~~“war~~continuation ~~for~~of ~~talent”~~supply ~~among~~of ~~members~~Omisirge in the event of ~~our~~a ~~industry~~serious disaster or similar event. AsEven aif ~~result,~~the ~~competition~~physical ~~for~~plant ~~skilled~~of ~~personnel~~our Kiryat Gat facility is ~~intense,~~not ~~and~~damaged in the ~~turnover~~ongoing hostilities, ~~rate~~if iscertain ~~high.~~or Weall ~~may~~of ~~not~~our on-site employees are called for military service, we may be ~~able~~unable to ~~attract and~~produce ~~retain~~Omisirge ~~personnel~~at onour ~~acceptable~~Kiryat Gat ~~terms~~facility at anticipated levels or at all. Furthermore, ~~given~~our ~~the~~customers ~~competition~~may ~~among~~be ~~numerous~~hesitant ~~pharmaceutical~~to ~~companies~~place ~~for~~orders ~~individuals~~ with ~~similar~~ ~~skill~~us ~~sets~~as a result of these hostilities. InThe ~~addition,~~ongoing ~~failure~~hostilities tocould ~~succeed~~also indisrupt ~~preclinical~~our orsupply ~~clinical~~chain. ~~studies~~We orrely aon ~~failure~~our orability ~~delay~~to inimport ~~obtaining~~starting ~~regulatory~~materials ~~approval~~into Israel of(including ~~our~~CBUs) ~~product~~to ~~candidates~~manufacture ~~may~~Omisirge ~~make~~and itour ~~more~~ability ~~challenging~~ to ~~recruit~~export ~~and~~Omisirge ~~retain~~manufactured ~~qualified~~for ~~personnel.~~a ~~The~~given ~~inability~~patient. toIf ~~recruit~~the ~~and~~conflict ~~retain~~between ~~qualified~~Israel ~~personnel,~~and orHamas affects the ~~loss~~flow of ~~the~~air ~~services~~travel ofinto ~~any~~and ~~members~~out of Ben Gurion Airport in Tel Aviv, it could have a material adverse impact on our ~~senior~~ability ~~management~~to ~~team~~manufacture ~~without~~and ~~proper~~deliver ~~replacement,~~Omisirge ~~may~~and ~~impede~~generate ~~the~~revenue. Failure to produce our sole commercial product for an extended ~~progress~~period of ~~our~~time ~~research,~~could ~~development~~lead to a material decline in our revenue and ~~commercialization~~our ~~objectives~~ability to function as an ongoing commercial enterprise.

7452

Our ~~workforce~~commercial ~~reduction announced~~insurance ondoes ~~March~~not ~~27,~~cover ~~2023~~losses that may ~~not~~occur as a result inof ~~anticipated~~events ~~savings~~associated with war and terrorism, ~~could~~including ~~result~~any inprospective ~~total~~damage ~~costs~~to ~~and~~our facility ~~expenses~~at Kiryat Gat resulting therefrom. Although the Israeli government currently covers the reinstatement value of direct damages that are ~~greater~~caused ~~than~~by ~~expected~~terrorist ~~and~~attacks ~~could~~or acts of war, we cannot assure you that such government coverage will be maintained or that it ~~disrupt~~will sufficiently cover any such potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

OnCompletion ~~March 27, 2023, we announced as part~~ of our ~~strategic~~ restructuring ~~that we had authorized a headcount reduction of 17%, with the majority of impacted employees tied~~process todepends the discontinuation of the pre-clinical NK cell therapy candidates. We expect to substantially complete the terminations during the second quarter of 2023 and estimate that we will reduce our operating expenses going forward. However, these estimates are subject to several assumptions, and actual results may differ. We may not realize, in ~~full or in~~ part, ~~the~~on ~~anticipated benefits and savings from this plan due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the expected cost savings from the announced plan,~~ our operating results and financial condition could be adversely affected. The workforce reduction may be disruptive to our operations and could yield unanticipated consequences, such as attrition beyond planned staff reductions, increased difficulties in our day-to-day operations and reduced employee morale. Our workforce reductions could also harm our ability to attract, ~~and~~ retain ~~qualified management, scientific, clinical,~~ and~~/or~~ ~~manufacturing~~motivate ~~personnel. Any failure to attract or retain~~ qualified personnel ~~could prevent us from successfully developing our primary product candidate or potential product candidates~~.

We ~~will~~are ~~need~~highly todependent ~~expand~~ on our ~~organization~~employees, consultants and advisors. The loss of their services without a proper replacement may adversely impact the achievement of our objectives, including completion of our restructuring process. Our employees, consultants and weadvisors may ~~experience~~leave ~~difficulties~~our inemployment at ~~managing~~any ~~this~~time. ~~growth~~We may not be able to attract and retain personnel on acceptable terms or at all, ~~which~~given ~~could~~the ~~disrupt~~competition among numerous pharmaceutical companies for individuals with similar skill sets and the increased uncertainty caused by our ~~operations~~restructuring process. The inability to recruit and retain qualified personnel, or the loss of the services of any members of our senior management team without proper replacement, may impede our ability to complete our restructuring process.

Our future financial performance and our ability to commercialize product candidates and compete effectively will depend, in part, on our ability to effectively manage any future growth. As our development and commercialization plans and strategies develop, we expect to need additional managerial, operational, sales, marketing, financial and legal personnel. Our management may need to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. We may not be able to effectively manage the expansion of our operations, which may result in weaknesses in our infrastructure, operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. Our expected growth could require significant capital expenditures and may divert financial resources from other projects, such as the development of additional product candidates. If our management is unable to effectively manage our growth, our expenses may increase more than expected, our ability to generate and/or grow revenue could be reduced, and we may not be able to implement our business strategy.

Due to our limited resources and access to capital, we must, and have in the past decided to, prioritize development of certain product candidates over other potential candidates. These decisions may prove to have been wrong and may adversely affect our revenue.

Because we have limited resources and access to capital to fund our operations, we must decide which product candidates to pursue and the amount of resources to allocate to each. Our decisions concerning the allocation of research, collaboration, management and financial resources toward particular product candidates may not lead to the development of viable commercial products and may divert resources away from better opportunities. Similarly, our decisions to delay, terminate or collaborate with third parties in respect of certain product development programs may also prove not to be optimal and could cause us to miss valuable opportunities. For instance, we made the decision to prioritize the development of omidubicel for the treatment of hematologic malignancies over sickle cell disease because our hematologic malignancy program is at a more advanced stage of development, while our sickle cell program remains exploratory. If we make incorrect determinations regarding the market potential of our product candidates or misread trends in the pharmaceutical industry, in particular for our primary product candidate, our business, financial condition and results of operations could be materially adversely affected.

Business disruptions could seriously harm our future revenue and financial condition and increase costs and expenses.

Our operations and those of our third-party suppliers and collaborators could be subject to earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes or other extreme weather conditions, public health crises, labor disputes, war or other business interruptions. Although we have limited business interruption insurance policies in place, any interruption could come with high costs for us, as salaries and loan payments would usually continue. Moreover, any interruption could seriously harm one or more of our research, development or manufacturing programs, the commercialization of any approved product or our clinical trial operations.

75The recent attack by Hamas and other terrorist organizations from the Gaza Strip on Israel and Israel’s declaration of war against them, and the war in Ukraine, causes and may continue to cause geopolitical and macroeconomic uncertainty, and an escalation of the conflict could disrupt our supply chain. Furthermore, both the war in Ukraine and the war between Hamas and Israel have resulted in significant disruptions to global financial markets, which may adversely affect our ability to raise capital or complete our strategic restructuring process. The resulting high inflation rates may materially affect our business and corresponding financial position and cash flows. Inflationary factors, such as increases in interest rates and overhead costs may adversely affect our operating results. Rising interest rates also present a recent challenge impacting the U.S. economy and could make it more difficult for us to obtain traditional financing on acceptable terms, if at all, in the future. Furthermore, such economic conditions have produced downward pressure on share prices.

~~The~~If ~~war~~our ininformation ~~Ukraine~~technology ~~continues~~systems toor ~~cause~~those ~~geopolitical~~third ~~and~~parties ~~macroeconomic~~upon ~~uncertainty,~~which ~~and~~we anrely ~~escalation~~or ~~of the conflict could disrupt~~ our ~~supply chain~~data, ~~adversely~~are ~~affect our ability to conduct ongoing and future clinical trials of our product candidates~~ or ~~commercialize~~were ~~our products. Furthermore~~compromised, ~~both the~~we ~~ongoing~~could ~~COVID-19~~experience ~~pandemic~~adverse ~~and~~consequences ~~the war in Ukraine have resulted in significant disruptions to global financial markets and contributed to a general global economic slowdown. The~~ resulting ~~high inflation rates may materially affect our business and corresponding~~from ~~financial~~such ~~position and cash flows. Inflationary factors~~compromise, ~~such~~including asbut ~~increases~~not inlimited ~~the~~to ~~cost~~regulatory ofinvestigations ~~our~~or ~~clinical~~actions; ~~trial~~litigation; ~~materials~~fines and ~~supplies,~~penalties; ~~interest rates~~disruptions ~~and~~of ~~overhead costs may adversely affect~~ our ~~operating results. Rising interest rates also present a recent challenge impacting the~~ ~~U.S.~~business ~~economy~~operations; ~~and~~reputational ~~could~~harm; ~~make~~loss itof ~~more~~revenue ~~difficult~~or ~~for~~profits; usloss toof ~~obtain~~customers ~~traditional~~or ~~financing~~sales; on acceptable terms, if at all, in the future. Additionally, the general consensus among economists suggests that we should expect a higher recession risk to continue over the next year, which, together with the foregoing, could result in further economic uncertainty and ~~volatility~~other inadverse ~~the capital markets in the near term, and could negatively affect our operations~~consequences. ~~Furthermore, such economic conditions have produced downward pressure on share prices.~~

In ~~addition~~the ordinary course of business, ~~the~~we ~~war~~collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, process) personal data and other sensitive data, including proprietary and confidential business data, trade secrets, intellectual property, data we collect about trial participants in ~~Ukraine~~connection with clinical trials, and sensitive third-party ~~has~~data ~~had~~(collectively, ~~significant~~sensitive ~~ramifications~~information). onCyber-attacks, ~~global~~malicious ~~financial~~internet-based ~~markets~~activity, online and ~~contributed~~offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our sensitive information and information technology systems, and those of the third parties upon which we rely. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a ~~slowdown~~variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we, the ~~global~~third parties ~~economy~~upon which we rely, and ~~which~~our customers may ~~adversely~~be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, ~~impact~~that could materially disrupt our systems and operations, supply chain, and ability to ~~raise~~produce, ~~capital~~sell onand ~~favorable~~distribute ~~terms~~our orgoods atand ~~all~~services.

~~We may not be successful in our efforts to identify, discover or license additional product candidates.~~53

~~Although~~We aand ~~substantial~~the ~~amount~~third parties ofupon ~~our~~which ~~effort~~we ~~will~~rely ~~focus~~are onsubject ~~the~~to ~~continued~~a ~~clinical~~variety ~~testing,~~of ~~potential~~evolving ~~approval~~threats, ~~and~~including ~~commercialization~~but ofnot ~~omidubicel~~limited ~~and~~to ~~our~~social-engineering ~~other~~attacks ~~product~~(including through ~~candidates~~deep fakes, ~~the~~which ~~success~~may ofbe ~~our~~increasingly ~~business~~more ~~also~~difficult ~~depends~~to ~~upon~~identify ~~our~~as ~~ability~~fake, toand ~~identify~~phishing attacks), ~~discover~~malicious orcode ~~license~~(such ~~additional~~as ~~product~~viruses ~~candidates~~and worms), malware (including ~~within~~as ~~our~~a NKresult of advanced persistent threat intrusions), denial-~~cell~~of-service ~~pipeline.~~attacks, ~~Our~~credential ~~research~~stuffing ~~programs~~attacks, credential harvesting, personnel misconduct or ~~licensing~~error, ~~efforts~~ransomware ~~may~~attacks, ~~fail~~supply-chain toattacks, ~~yield~~software ~~additional~~bugs, ~~product~~server ~~candidates~~malfunctions, ~~for~~software or hardware ~~clinical~~failures, ~~development~~loss ~~for~~of adata ~~number~~or ofother ~~reasons~~information technology assets, ~~including~~adware, ~~but~~telecommunications ~~not~~failures, ~~limited~~earthquakes, tofires, ~~the~~floods, ~~following:~~attacks enhanced or facilitated by AI, and other similar threats.

●In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our ~~research~~operations, orability ~~business~~to ~~development~~provide ~~methodology~~our products or ~~search~~services, ~~criteria~~loss of sensitive information and ~~process~~income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be ~~unsuccessful~~unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Remote work has become more common and has increased risks to our information technology systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in ~~identifying~~transit ~~potential~~and ~~product~~in ~~candidates;~~public locations.

●Future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, we may discover security issues that were not befound ~~able~~during due diligence of such acquired or ~~willing~~integrated toentities, ~~assemble~~and ~~sufficient~~it ~~resources~~may be difficult to integrate ~~acquire~~companies orinto ~~discover~~our ~~additional~~information ~~product~~technology ~~candidates;~~environment and security program.

●We ~~our~~rely ~~product~~on ~~candidates~~third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts, including, without limitation, hosting companies, contract research organizations, and other functions. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not ~~succeed~~have adequate information security measures in ~~preclinical~~place. If our third-party service providers experience a security incident or ~~clinical~~other ~~testing;~~interruption, we could experience adverse consequences.

●While we may be entitled to damages if our ~~product~~third-party ~~candidates~~service ~~may~~providers befail ~~shown~~to satisfy their privacy or security-related obligations to ~~have~~us, ~~harmful~~any ~~side~~award ~~effects~~may be insufficient to cover our damages, or we may be unable to recover such award. In addition, supply-chain attacks have ~~other~~increased ~~characteristics~~in frequency and severity, and we cannot guarantee that ~~may~~third ~~make~~parties’ ~~the~~infrastructure ~~products~~in ~~unmarketable~~our supply chain or ~~unlikely~~our tothird-party ~~receive~~partners’ supply ~~marketing~~chains ~~approval;~~have not been compromised.

●While ~~competitors~~we ~~may~~have ~~develop~~implemented security ~~alternatives~~measures designed to protect against security incidents, there can be no assurance that ~~render~~these measures will be effective. Any of the previously identified or similar threats could cause a security incident or other interruption that could result in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our ~~product~~sensitive information ~~candidates~~or ~~obsolete~~our information technology systems, or ~~less~~those ~~attractive;~~of the third parties upon whom we rely. A security incident or other interruption could disrupt our ability (and that of third parties upon whom we rely) to provide our products. We may expend significant resources or modify our business activities (including our clinical trial activities) to try to protect against security incidents.

●Certain ~~product~~data ~~candidates~~privacy weand security ~~develop~~obligations may berequire ~~covered~~us byto implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and sensitive information. Applicable data privacy and security obligations may require us to notify relevant stakeholders, including affected individuals, customers, regulators, and investors, of security incidents. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences. If we (or a third ~~parties’~~party ~~patents~~upon whom we rely) experience a security incident or are perceived to have experienced a security incident, we may experience adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing sensitive information (including personal data); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; diversion of management attention; interruptions in our operations (including availability of data); financial loss; and other ~~exclusive~~similar ~~rights;~~harms. Security incidents and attendant consequences may prevent or cause customers to stop using our products, deter new customers from using our products, and negatively impact our ability to grow and operate our business.

~~● the market for a product candidate may change during our development program so that such product may become unprofitable to continue to develop;~~54

●Our acontracts ~~product candidate~~ may not contain limitations of liability, and even where they do, there can be ~~capable~~no ofassurance ~~being~~that ~~produced~~limitations of liability in ~~commercial~~our ~~quantities~~contracts atare ansufficient to ~~acceptable~~protect ~~cost~~us from liabilities, damages, or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all;, or that such coverage will pay future claims. In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position.

● a product candidate may not be accepted as safe and effective by patients, the medical community, or third-party payers.

If any of these events occur, we may be forced to abandon our development efforts for a program or programs, or we may not be able to identify, license, or discover additional product candidates, which would have a material adverse effect on our business and could potentially cause us to cease operations. Research programs to identify new product candidates require substantial technical, financial and human resources. We may focus our efforts and resources on potential programs or product candidates that ultimately prove to be unsuccessful.

Our business and operations would suffer in the event of computer system failures, cyber-attacks or a deficiency in our cybersecurity.

Despite the implementation of security measures, our internal computer systems, and those of third parties on which we rely, are vulnerable to damage from a variety of causes, including computer viruses, malware, intentional or accidental mistakes or errors by users with authorized access to our computer systems, malicious internet-based activity, online and offline fraud, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions over the Internet, attachments to emails, and other similar threats. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, non-U.S. governments, extra-state actors and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our drug development programs, loss of sensitive data and income, reputational harm, and diversion of funds. For example, the loss or compromise of clinical trial data from completed or ongoing or planned clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims and liability, damage to our reputation, and the further development of our drug candidates could be delayed. Further, any breach, loss or compromise of clinical study participant personal data may also subject us to civil fines and penalties, including under GDPR and relevant member state law in the European Union, or, potentially, other relevant state and federal privacy laws in the United States.

In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly provide access to systems or data.

While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. We take steps to detect and remediate vulnerabilities, but we may not be able to detect and remediate all vulnerabilities because the threats and techniques used to exploit the vulnerability change frequently and are often sophisticated in nature. Therefore, such vulnerabilities could be exploited but may not be detected until after a security incident has occurred. These vulnerabilities pose material risks to our business. Further, we may experience delays in developing and deploying remedial measures designed to address any such identified vulnerabilities. We can provide no assurance that our current IT systems, software, or third-party services, or any updates or upgrades thereto will be fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats.

Legislative or regulatory action in these areas is also evolving, and we may be unable to adapt our IT systems to accommodate these changes. We have experienced and expect to continue to experience sophisticated attempted cyber-attacks of our IT networks. Although none of these attempted cyber-attacks has had a material adverse impact on our operations or financial condition, we cannot guarantee that any such incidents will not have such an impact in the future.

International expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States or Israel.

Other than substantial operations in Israel (as further described below), we currently have limited international operations, but our business strategy incorporates potentially significant international expansion, particularly in anticipation of approval of our product candidates. We plan to retain sales representatives and third-party distributors and conduct physician, infectious disease specialist, hospital pharmacist and patient association outreach activities, as well as clinical trials, outside of the United States, EU and Israel. Doing business internationally involves a number of risks, including but not limited to:

● multiple, conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits, and licenses;

● failure by us to obtain regulatory approvals for the use of our product candidates in various countries;

● additional potentially relevant third-party patent or other intellectual property rights;

● complexities and difficulties in obtaining protection and enforcing our intellectual property;

● difficulties in staffing and managing international operations;

● complexities associated with managing multiple payer reimbursement regimes, government payers, price controls or patient self-pay systems;

● limits in our ability to penetrate international markets;

● financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products and exposure to foreign currency exchange rate fluctuations;

● natural disasters, political and economic instability, including wars, terrorism, and political unrest, outbreak of disease, boycotts, curtailment of trade, and other business restrictions;

● certain expenses including, among others, expenses for travel, translation and insurance; and

● regulatory and compliance risks that relate to maintaining accurate information and control over sales and activities that may fall within the purview of the U.S. Foreign Corrupt Practices Act its books and records provisions, or its anti-bribery provisions.

Any of these factors could significantly harm our future international expansion and operations and, consequently, our results of operations.

We may be subject to extensive environmental, health and safety, and other laws and regulations in multiple jurisdictions.

Our business involves the controlled use, directly or indirectly through our service providers, of hazardous materials, various biological compounds and chemicals; therefore, we, our agents and our service providers may be subject to various environmental, health and safety laws and regulations, including those governing air emissions, water and wastewater discharges, noise emissions, the use, management and disposal of hazardous, radioactive and biological materials and wastes and the cleanup of contaminated sites. The risk of accidental contamination or injury from these materials cannot be eliminated. If an accident, spill or release of any regulated chemicals or substances occurs, we could be held liable for resulting damages, including for investigation, remediation and monitoring of the contamination, including natural resource damages, the costs of which could be substantial. We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of biohazardous materials and chemicals. Although we maintain workers’ compensation insurance to cover the costs and expenses that may be incurred because of injuries to our employees resulting from the use of these materials, this insurance may not provide adequate coverage against potential liabilities. Additional or more stringent federal, state, local or non-U.S. laws and regulations affecting our operations may be adopted in the future. We may incur substantial capital costs and operating expenses and may be required to obtain consents to comply with any of these or certain other laws or regulations and the terms and conditions of any permits or licenses required pursuant to such laws and regulations. For instance, we have undergone inspections and obtained approvals from various governmental agencies. We hold a general business license from the City of Jerusalem that is valid until December 31, 2027.

78We also hold a toxic substances permit from the Israeli Ministry of Environmental Protection (the Hazardous Material Division) and a Certificate of GMP Compliance of a Manufacturer from the Israeli Ministry of Health - Pharmaceutical Administration. Failure to renew any of the foregoing licenses and permits may harm our on-going and future operations. In addition, fines and penalties may be imposed for noncompliance with environmental, health and safety and other laws and regulations or for the failure to have, or comply with the terms and conditions of our business license, or required environmental or other permits or consents.

We also hold a toxic substances permit from the Ministry of Environmental Protection (the Hazardous Material Division) and a Certificate of GMP Compliance of a Manufacturer from the Israeli Ministry of Health - Pharmaceutical Administration. Failure to renew any of the foregoing licenses and permits may harm our on-going and future operations. In addition, fines and penalties may be imposed for noncompliance with environmental, health and safety and other laws and regulations or for the failure to have, or comply with the terms and conditions of our business license, or required environmental or other permits or consents.

Our employees and independent contractors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

We are exposed to the risk of fraud or other misconduct by our employees and independent contractors. Misconduct by these parties could include intentional failures to comply with FDA and other equivalent foreign regulations, provide accurate information to the FDA or equivalent foreign regulatory authorities, comply with manufacturing standards we may establish, comply with federal and state healthcare fraud and abuse laws and regulations, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee and independent contractor misconduct could also involve the improper use of information obtained in the course of clinical trials, including individually identifiable information, creating fraudulent data in our preclinical studies or clinical trials or illegal misappropriation of product candidates. If our operations are found to be in violation of any of these laws, we may be subject to significant penalties, including civil, criminal and administrative penalties, damages, fines, exclusion from government-funded healthcare programs, such as Medicare and Medicaid or similar programs in other countries or jurisdictions, integrity oversight and reporting obligations to resolve allegations of non-compliance, disgorgement, imprisonment, contractual damages, reputational harm, diminished profits and the curtailment or restructuring of our operations. It is not always possible to identify and deter misconduct by employees and other third parties, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Additionally, we are subject to the risk that a person or government could allege such fraud or other misconduct, even if none occurred. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.

Under current Israeli law, we may not be able to enforce employees’ covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees.

We generally enter into non-competition agreements with our key employees, in most cases within the framework of their employment agreements.

These agreements prohibit our key employees, if they cease working for us, from competing directly with us or working for our competitors for a limited period. Under applicable Israeli law, we may be unable to enforce these agreements or any part thereof. If we cannot enforce our noncompetition agreements with our employees, then we may be unable to prevent our competitors from benefiting from the expertise of our former employees, which could materially adversely affect our business, results of operations and ability to capitalize on our proprietary information.

Risks Related to Commercialization of Our Product Candidates

We do not have experience producing our product candidates at commercial levels or operating a cGMP manufacturing facility.

The Israeli Ministry of Health issued a certification of GMP compliance for our manufacturing facility at Kiryat Gat, Israel in July 2021 and we are working to establish cGMP compliance under the FDA’s regulations. The FDA has completed its pre-licensing inspection of the Kiryat Gat, Israel facility, and there are no 483 observations to date.

We do not have an extensive number of employees with the experience or ability to manufacture our product candidates at commercial levels. Although we completed the required studies and validation activities for the omidubicel BLA submission, unless and until FDA determines that our manufacturing facility at Kiryat Gat is cGMP compliant, we will not be authorized to manufacture commercial supplies of omidubicel at our Kiryat Gat facility and, even if we receive this authorization, FDA and equivalent foreign regulatory authority may request additional studies or validation activities. If we do not conduct all such necessary activities as requested by FDA or equivalent foreign regulatory authorities, our commercialization efforts will be delayed. We may encounter technical or scientific issues related to manufacturing or development that we may be unable to resolve in a timely manner or with available funds. We also may encounter problems hiring and retaining the experienced specialist scientific, quality control and manufacturing personnel needed to operate our manufacturing process, which could result in delays in our production or difficulties in maintaining compliance with applicable regulatory requirements. Any problems in our manufacturing process or facilities could make us a less attractive collaborator for potential partners, including larger pharmaceutical companies, which could limit our access to additional attractive development programs. Problems in our manufacturing process or facilities also could restrict our ability to meet market demand for our product candidates.

We currently have a limited marketing and sales organization. If we are unable to establish adequate sales and marketing capabilities to support the potential commercial launch of omidubicel or enter into agreements with third parties to market and sell omidubicel, if approved, we may be unable to generate any product revenue.

Although we have a chief executive officer with commercial experience to lead our efforts to commercialize omidubicel should it receive regulatory approval, we currently have a limited sales and marketing organization, and we have limited experience selling and marketing our product candidates. To successfully commercialize any product candidates that may result from our development programs, we will need to develop these capabilities, either on our own or with others. If omidubicel or any other product candidate receives regulatory approval, we may establish a sales and marketing organization independently or by utilizing experienced third parties with technical expertise and supporting distribution capabilities to commercialize our product candidates in major markets, all of which will be expensive, difficult and time consuming. Any failure or delay in the development of our internal sales, marketing and distribution capabilities or identification of appropriate strategic partnering would adversely impact our ability to commercialize our product candidates.

Further, our initial estimate of the size of the required sales force may be materially more or less than the size of the sales force actually required to effectively commercialize our product candidates. As such, we may be required to hire sales representatives and third-party partners to adequately support the commercialization of our product candidates, or we may incur excess costs if we hire more sales representatives than necessary. With respect to certain geographical markets, we may enter into collaborations with other entities to utilize their local marketing and distribution capabilities, but we may be unable to enter into such agreements on favorable terms, if at all. We also may enter into collaborations with large pharmaceutical companies to develop and commercialize product candidates. If our future collaborators do not commit sufficient resources to develop and commercialize our future products, if any, and we are unable to develop the necessary marketing capabilities on our own, we will be unable to generate sufficient product revenue to sustain our business. We may compete with companies that currently have extensive and well-funded marketing and sales operations. Without an internal team or the support of a third party to perform marketing and sales functions, we may be unable to compete successfully against these more established companies.

Our efforts to educate the medical community, including physicians, hospital pharmacists and infectious disease specialists, and third-party payers on the benefits of our product candidates may require significant resources and may never be successful. If any of our product candidates are approved, but fail to achieve market acceptance among physicians, patients or third-party payers, we will not be able to generate significant revenue from such product, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

If we receive marketing approval for our product candidates, sales will be limited unless the applicable products achieve broad market acceptance by physicians, patients, third-party payers, hospital pharmacists and others in the medical community.

The commercial success of our product candidates will depend upon the acceptance of the product by the medical community, including physicians, patients, healthcare payers and hospital personnel, including transplant teams and pharmacists. The degree of market acceptance of any approved product will depend on a number of factors, including:

● the demonstration of clinical safety and efficacy of our product candidates in clinical trials;

● the efficacy, potential and perceived advantages of our product candidates over alternative treatments;

● the prevalence and severity of any adverse side effects;

● product labeling or product insert requirements of the FDA or other equivalent foreign regulatory authorities, including any limitations or warnings contained in a product’s approved labeling;

● distribution and use restrictions imposed by the FDA or other equivalent foreign regulatory authorities agreed to by us as part of a mandatory or voluntary risk management plan;

● our ability to obtain third-party payer coverage and adequate reimbursement for our products;

● the willingness of patients to pay for drugs out of pocket in the absence of third-party coverage;

● the demonstration of the effectiveness of our product candidates in reducing the cost of treatment;

● the strength of marketing and distribution support;

● the timing of market introduction of competitive products;

● the availability of products and their ability to meet market demand; and

● publicity concerning our product candidates or competing products and treatments.

There are a number of alternatives to our product candidates, including stem cell transplantation using cells from matched related donors, matched unrelated donors, haploidentical donors or unmodified umbilical cord blood. If our product candidates are approved but do not achieve an adequate level of acceptance by physicians, patients, healthcare payers and hospital personnel, including transplant teams and pharmacists, we may not generate sufficient revenue from the product, and we may not become or remain profitable. In addition, our efforts to educate the medical community and third-party payers on the benefits of our product candidates may require significant resources and may never be successful.

It may be difficult for us to profitably sell our product candidates if coverage and reimbursement for these products is limited by government authorities and/or third-party payer policies.

Significant uncertainty exists as to the coverage and reimbursement status of any product candidates for which we may obtain regulatory approval. In the United States and markets in other countries, sales of any products for which we receive regulatory approval for commercial sale will depend, in part, on the extent to which third-party payers provide coverage, and establish adequate reimbursement levels, for such products. In the United States, third-party payers include federal and state healthcare programs, private managed care providers, health insurers and other organizations.

Third-party payers are increasingly challenging the price, examining the medical necessity and reviewing the cost-effectiveness of medical products, therapies and services, in addition to questioning their safety and efficacy.

The marketability of any of our product candidates for which we receive regulatory approval for commercial sale may suffer if the government and third-party payers fail to provide adequate coverage and reimbursement. In addition, emphasis on managed care in the United States has increased and we expect will continue to increase the pressure on healthcare pricing. Coverage policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more products for which we receive regulatory approval, less favorable coverage policies and reimbursement rates may be implemented in the future.

In addition to any healthcare reform measures that may affect reimbursement, market acceptance and sales of our product candidates, if approved, will depend on, in part, the extent to which the procedures utilizing our product candidates, performed by health care providers, will be covered by third-party payers, such as government health care programs, commercial insurance and managed care organizations. In the event health care providers and patients accept our product candidates as medically useful, cost effective and safe, there is uncertainty on how exactly our products will be reimbursed. Third-party payers determine the extent to which new products will be covered as a benefit under their plans and the level of reimbursement for any covered product or procedure that may utilize a covered product. Coverage will be dependent on FDA-approval and other factors; reimbursement may vary across payers which is a risk for our product candidates. Establishment of reimbursement guidelines for products is difficult to predict at this time what third-party payers will decide with respect to the coverage and reimbursement for our product candidates.

A primary trend in the U.S. healthcare industry and elsewhere has been cost containment, including price controls, restrictions on coverage and reimbursement and requirements for substitution of less expensive products. Third-party payers decide which products and procedures they will pay for and establish reimbursement and co-payment levels. Government and other third-party payers are increasingly challenging the prices charged for health care products and procedures, examining the cost effectiveness of procedures, and the products used in such procedures, in addition to their safety and efficacy, and payers limit coverage and reimbursement to the appropriate patient per a products label. We cannot be sure that coverage will be available for our product candidates, if approved, or, if coverage is available, the level of direct or indirect reimbursement.

We expect to experience pricing pressures in connection with the sale of any of our product candidates due to the trend toward managed healthcare, the increasing influence of health maintenance organizations, and additional legislative changes. The downward pressure on healthcare costs in general, particularly prescription drugs and other treatments, has become increasingly intense. As a result, high barriers exist to the successful commercialization of new products. Further, the adoption and implementation of any future governmental cost containment or other health reform initiative may result in additional downward pressure on the price that we may receive for any approved product.

Reimbursement by a third-party payer may depend upon a number of factors including the third-party payer’s determination that use of a product is:

● a covered benefit or part of a covered benefit under its health plan;

● safe, effective and medically necessary;

● appropriate for the specific patient;

● cost-effective; and

● neither experimental nor investigational.

There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, the principal decisions about reimbursement are typically made by The Centers for Medicare & Medicaid Services, or CMS, an agency within the U.S. Department of Health and Human Services, as CMS decides whether and to what extent products, and the procedures that utilize such products, will be covered and reimbursed under Medicare. Private payers may follow CMS, but have their own methods and approval processes for determining reimbursement for new products and the procedures that utilize such products. It is difficult to predict what CMS as well as other payers will decide with respect to reimbursement for fundamentally novel products such as ours, as there is no body of established practices and precedents for these new products.

In addition, under current Medicare hospital inpatient reimbursement policies CMS offers a process whereby manufacturers may apply for the temporary New Technology Add-on Payment or NTAP program for a new medical technology when the applicable Diagnosis-Related Group, or DRG, based inpatient prospective payment rate is inadequate to cover the cost of a new product. As part of our commercialization efforts, we have submitted an application for omidubicel to be eligible under the NTAP program, but may withdraw the application if we determine that participation in the NTAP program would not be consistent with our reimbursement strategy. To obtain add-on payment, a technology must be considered “new,” represent an advance in medical technology that substantially improves, relative to technologies previously available, the diagnosis or treatment of Medicare beneficiaries, and data reflecting the cost of the new technology must not yet be available in the data used to recalibrate the DRGs and the sponsor much show that admissions involving the furnishing of the technology exceed cost thresholds established by CMS for each applicable DRG. If an application is approved, new technology add-on payments are made to hospitals for no less than two years and no more than three years. We must demonstrate the safety and effectiveness of our technology to the FDA in addition to meeting CMS’s requirements for the NTAP program before add-on payments can be made, and we cannot assure that CMS will agree to provide such incremental payments for omidubicel or any of our other product candidates.

Obtaining coverage and reimbursement approval for a product from a government or other third-party payer is a time-consuming and costly process that could require us to provide supporting scientific, clinical and cost effectiveness data for the use of our products to the payer. We may not be able to provide data sufficient to gain acceptance with respect to coverage and reimbursement. Further, no uniform policy requirement for coverage and reimbursement exists among third-party payers in the United States. Similarly, health care providers enter into participation agreements with third-party payers wherein reimbursement rates are negotiated. Therefore, coverage and reimbursement can differ significantly from payer to payer and health care provider to health care provider. As a result, we cannot be sure that coverage or adequate reimbursement will be available for our product candidates, if approved or procedures utilizing such products. Also, we cannot be sure that reimbursement amounts will not reduce the demand for, or the price of, our future products. If reimbursement is not available, or is available only to limited levels, we may not be able to commercialize our product candidates, or achieve profitably at all, even if approved.

We are subject to the risk of various legal and regulatory proceedings, including litigation in the ordinary course of business. Our business further entails a significant risk of product liability and our ability to obtain sufficient insurance coverage could have a material effect on our business, financial condition, results of operations or prospects.

In the ordinary course of business, we may become subject to various legal and regulatory proceedings, which may include but are not limited to those involving antitrust, tax, environmental, intellectual property, data privacy and other matters, including general commercial litigation. Any claims raised in legal and regulatory proceedings, whether with or without merit, could be time consuming and expensive to defend and could divert management’s attention and resources. Additionally, the outcome of legal and regulatory proceedings may differ from our expectations because the outcomes of these proceedings are often difficult to predict reliably. Various factors and developments can lead to changes in our estimates of liabilities and related insurance receivables, where applicable, or may require us to make additional estimates, including new or modified estimates that may be appropriate due to a judicial ruling or judgment, a settlement, regulatory developments or changes in applicable law. A future adverse ruling, settlement or unfavorable development could result in charges that could have a material adverse effect on our results of operations in any particular period. In accordance with customary practice, we maintain insurance against some, but not all, of these potential claims. In the future, we may not be able to maintain insurance at commercially acceptable premium levels.

Furthermore, our business exposes us to significant product liability risks inherent in the development, testing, manufacturing and marketing of therapeutic treatments. Product liability claims could delay or prevent completion of our development programs. If we succeed in marketing products, such claims could result in an FDA investigation of the safety and effectiveness of our products, our manufacturing processes and facilities or our marketing programs and potentially a recall of our products or more serious enforcement action, limitations on the approved indications for which they may be used or suspension or withdrawal of approvals. Regardless of the merits or eventual outcome, liability claims may also result in decreased demand for our products, injury to our reputation, costs to defend the related litigation, a diversion of management’s time and our resources, substantial monetary awards to trial participants or patients and a decline in our share price. We do not currently have product liability insurance and do not anticipate obtaining product liability insurance until such time as we have received FDA or other comparable authority approval for a product and there is a product that is being provided to patients outside of clinical trials. Any insurance we have or may obtain may not provide sufficient coverage against potential liabilities. Furthermore, product liability insurance is becoming increasingly expensive. As a result, we may be unable to obtain sufficient insurance at a reasonable cost to protect us against losses caused by product liability claims that could have a material adverse effect on our business.

Risks Related to Ownership of our Ordinary Shares

Our executive officers, directors and principal shareholders maintain the ability to exert significant control over matters submitted to our shareholders for approval.

Certain of our executive officers, directors and holders of more than 5% of our voting securities beneficially owned as of December 31, 2022 hold shares that represent approximately 38.6% of our share capital. As a result, if these shareholders were to act together, they would be able to control all matters submitted to our shareholders for approval, as well as our management and affairs. For example, these persons, if they act together, would control the election of directors and approval of any merger, consolidation or sale of all or substantially all our assets. This concentration of voting power could delay or prevent an acquisition of our company on terms that other shareholders may desire or result in management of our company that our public shareholders disagree with.

The market price of our ordinary shares may fluctuate significantly, which could result in substantial losses by our investors.

The stock market in general, and the market for pharmaceutical companies in particular, has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your ordinary shares at or above the ~~initial~~price ~~public~~you ~~offering~~paid ~~price~~for them. The following factors, in addition to other risk factors described in this section, may have a significant ~~impact~~ impact on the market price of our ordinary shares:

● ~~inability~~investor reaction to ~~obtain~~ the ~~approvals~~news ~~necessary to commence marketing~~ of ~~omidubicel~~our ;restructuring process;

● ~~investor~~success ~~reaction~~of to the ~~news~~commercial launch of ~~our strategic restructuring~~Omisirge;

● unsatisfactory results of clinical trials;

● announcements of regulatory approvals or the failure to obtain them, or specific label indications or patient populations for their use, or changes or delays in the regulatory review process;

●

announcements of therapeutic innovations or new products by us or our competitors;

● adverse actions taken by regulatory ~~agencies~~authorities with respect to our ~~clinical trials,~~ manufacturing supply chain or sales and marketing activities;

●

changes or developments in laws or regulations, and payer reimbursement requirements applicable to any candidate product in any of our platforms;

●

any adverse changes to our relationship with manufacturers or suppliers, especially manufacturers of candidate products;

●

any intellectual property infringement, misappropriation or other actions in which we may become involved;

●

announcements concerning our competitors or the pharmaceutical industry in general;

●

achievement of expected product sales and profitability or our failure to meet expectations;

●

our commencement of, or involvement in, litigation;

● any changes in our board of directors or management; ~~and~~

●

any escalation or expansion of the ongoing hostilities between Israel and Hamas in and around the Gaza Strip or in the Middle East more generally; and

●

the other factors described in this “Risk Factors” section.

If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our ordinary shares could decline substantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our shares to fluctuate substantially. We believe that quarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

Further, the stock market in general, the Nasdaq Global Market and the market for biotechnology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like ours, including due to coordinate buying and selling activities and market manipulation. Broad market and industry factors may negatively affect the market price of our ordinary shares regardless of our actual operating performance. In addition, a systemic decline in the financial markets, recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures and related factors beyond our control may cause our share price to decline rapidly and unexpectedly. Price volatility of our ordinary shares might be worse if the trading volume of our ordinary shares is low. In the past, following periods of market volatility, shareholders have often instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and attention of management from our business, even if we are successful.

Sales of a substantial number of shares of our ordinary shares in the public market, or the perception that these sales might occur, could depress the market price of our ordinary shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our ordinary shares. In addition, we have registered all ordinary shares that we may issue under our equity compensation plans, and, as such, these shares can be freely sold in the public market upon issuance.

Moreover, the liquidity of our ordinary shares may be limited, not only in terms of the number of ordinary shares that can be bought and sold at a given price, but by potential delays in the timing of executing transactions in our ordinary shares and a reduction in security analyst and media’s coverage of our company, if any. These factors may result in lower prices for our ordinary shares than might otherwise be obtained and could also result in a larger spread between the bid and ask prices for our ordinary shares. In addition, without a large float, our ordinary shares will be less liquid than the stock of companies with broader public ownership and, as a result, the trading prices of our ordinary shares may be more volatile. In the absence of an active public trading market, an investor may be unable to liquidate its investment in our ordinary shares. Trading of a relatively small volume of our ordinary shares may have a greater impact on the trading price of our ordinary shares than would be the case if our public float were larger. We cannot predict the prices at which our ordinary shares will trade in the future.

Our 2021 Notes may be exchanged, at the election of the holder, for our ordinary shares at an initial share price of $17.76. As of December 31, 2022, the 2021 Notes had an aggregate outstanding balance of approximately $72.2 million.

Our 2022 Note is exchangeable into our ordinary shares at an exchange rate of 0.52356 ordinary shares per $1.00 principal amount, together with a make-whole premium equal to all accrued and unpaid and remaining coupons due through December 12, 2024. As of December 31, 2022, the 2022 Note had an aggregate outstanding balance of approximately $24.3 million. On January 31, 2023, we issued 26,178 ordinary shares in exchange for the discharge of $50,000.00 of the aggregate outstanding balance and issued 5,149 ordinary shares in exchange for the discharge of $7,614.58 of interest make-whole payment. On March 6, 2023, we issued 3,115,182 ordinary shares in exchange for the discharge of $5,950,000.00 of the aggregate outstanding balance and issued 628,036 ordinary shares in exchange for the discharge of $892,500.00 of interest make-whole payment. The exchange of some or all of the 2021 Notes or 2022 Note could result in significant dilution to existing shareholders, adversely affect the market price of our ordinary shares and impair our ability to raise capital through the sale of additional equity securities.

If we are or become classified as a “passive foreign investment company,” our U.S. shareholders may suffer adverse tax consequences as a result.

Generally, for any taxable year, if at least 75% of our gross income is passive income, or at least 50% of the value of our assets (generally determined based on a weighted quarterly average) is attributable to assets that produce passive income or are held for the production of passive income, including cash, we would be characterized as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes. For purposes of these tests, passive income generally includes dividends, interest, gains from commodities and securities transactions, certain gains from the disposition of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. If we are characterized as a PFIC, our U.S. shareholders may suffer adverse tax consequences, including having gains realized on the sale of our ordinary shares treated as ordinary income, rather than capital gain, the loss of the preferential rate applicable to dividends received on our ordinary shares by individuals who are U.S. holders, having interest charges apply to distributions by us and gains from the sales of our ordinary shares, and additional tax reporting requirements.

Our status as a PFIC generally will depend on the nature and composition of our income and the nature, composition and value of our assets (which ~~may~~generally will be determined ~~based~~ based on the fair market value of each asset, with the value of goodwill and going concern value determined in large part by reference to the market value of our ordinary shares from time to time, which may be volatile). If our market capitalization declines while we hold a substantial amount of cash for any taxable year, we may be a PFIC for such taxable year. The manner and timeframe in which we spend the cash we raise in any offering, the transactions we enter into, and how our corporate structure may change in the future will affect the nature and composition of our income and assets. ~~Until~~Our ~~such time as we start generating revenue from operations, our~~ PFIC status may depend, in part, on the treatment of payments we receive from other sources (including government grants), which is uncertain, and the magnitude of such payments compared to passive income from investments. ~~Based upon the value of our assets, including any goodwill, and the nature and composition~~ ofThe ~~our~~Company ~~income~~has ~~and assets, we do~~ not ~~believe~~yet ~~that~~determined weits ~~were classified as a~~ PFIC status for ~~the taxable year ended December 31, 2022~~2023. Because the determination of whether we are a PFIC for any taxable year is a factual determination made annually after the end of each taxable year by applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation, there can be no assurance that we will not be considered a PFIC in any taxable year. Accordingly, our U.S. counsel expresses no opinion with respect to our PFIC status for ~~our~~any taxable year ended ~~December 31, 2022, and also expresses no opinion with regard to our expectations regarding our PFIC status in the future~~.

86The tax consequences that would apply if we are classified as a PFIC would also be different from those described above if a U.S. shareholder were able to make a valid “qualified electing fund,” or QEF, election.

The tax consequences that would apply if we are classified as a PFIC would also be different from those described above if a U.S. shareholder were able to make a valid “qualified electing fund,” or QEF, election. At this time, we do not expect to provide U.S. shareholders with the information necessary for a U.S. shareholder to make a QEF election. Prospective investors should assume that a QEF election will not be available.58

If a “United States person” is treated as owning at least 10% of our shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a “United States person” is treated as owning (directly, indirectly or constructively through the application of attribution rules) at least 10% of the value or voting power of our shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group (if any). Because our group includes one or more U.S. subsidiaries, certain of our current or future non-U.S. subsidiaries could be treated as controlled foreign corporations (regardless of whether we are or are not treated as a controlled foreign corporation). A United States shareholder of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income its pro rata share of the controlled foreign corporation’s “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property, whether or not such controlled foreign corporation makes any distributions. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. A failure to comply with these reporting obligations may subject a Untied States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to the United States shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist investors in determining whether we (or any of our current or future non-U.S. subsidiaries) are treated as a controlled foreign corporation or whether such investor is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. United States investors should consult their own advisors regarding the potential application of these rules to their investment in our shares.

The intended tax effects of our corporate structure and intercompany arrangements depend on the application of the tax laws of various jurisdictions and on how we operate our business.

During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by changes in foreign currency exchange rates or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. As we intend to operate in numerous countries and taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views, for instance, with respect to, among other things, the manner in which the arm’s length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property.

If tax authorities in any of the countries in which we operate were to successfully challenge our transfer prices as not reflecting arms’ length transactions, they could require us to adjust our transfer prices and thereby reallocate our income to reflect these revised transfer prices, which could result in a higher tax liability to us. In addition, if the country from which the income is reallocated does not agree with the reallocation, both countries could tax the same income, potentially resulting in double taxation. If tax authorities were to allocate income to a higher tax jurisdiction, subject our income to double taxation or assess interest and penalties, it would increase our consolidated tax liability, which could adversely affect our financial condition, results of operations and cash flows. Similarly, a tax authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion, if successful could increase our expected tax liability in one or more jurisdictions.

Future changes to tax laws could materially adversely affect our company and reduce net return to our shareholders.

Tax laws are dynamic and subject to change as new laws are passed and interpretations of the law are issued or applied. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received, or (in the specific context of withholding tax) dividends paid. For instance, the recently enacted Inflation Reduction Act of 2022 imposes, among other rules, a 15% minimum tax on the book income of certain large corporations and a 1% excise tax on certain corporate stock repurchases. We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies, or practices, could affect our financial position and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholder, and increase the complexity, burden, and cost of tax compliance.

For U.S. tax purposes, our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

Under the Tax Act, as modified by the Coronavirus Aid, Relief, and Economic Security Act, U.S. federal net operating losses, or NOLs, generated in taxable years beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such NOLs may be limited. In addition, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its stock ownership over a three-year period) is subject to limitations on its ability to utilize its pre-change U.S. federal NOLs to offset future taxable income. If we have undergone an ownership change in the past, or if future changes in our stock ownership, some of which are outside of our control, results in an ownership change, our ability to utilize our U.S. federal NOLs may be limited by Section 382 of the Code. As a result, even if we earn net taxable income, our ability to use our NOLs to offset such income may be limited, which could increase our tax liability and decrease our cash flow. It is uncertain if and to what extent states will conform to U.S. federal income tax law with respect to the treatment of NOLs.

The tax benefits that are available to us require us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes.

Some of our operations in Israel may entitle us to certain tax benefits under the Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law, once we begin to produce revenue. If we do not meet the requirements for maintaining these benefits, they may be reduced or cancelled and the relevant operations would be subject to Israeli corporate tax at the standard rate, which is set at 23% in ~~2022~~2023 and thereafter. In addition to being subject to the standard corporate tax rate, we could be required to refund any tax benefits that we will receive, plus interest and penalties thereon. Even if we continue to meet the relevant requirements, the tax benefits that our current “Preferred Enterprise” is entitled to may not be continued in the future at their current levels or at all. If these tax benefits were reduced or eliminated, the amount of taxes that we will pay would likely increase, as all our operations would consequently be subject to corporate tax at the standard rate, which could adversely affect our results of operations. Additionally, if we increase our activities outside of Israel, for example, by way of acquisitions, our increased activities may not be eligible for inclusion in Israeli tax benefits programs.

We have never paid cash dividends on our share capital, and we do not anticipate paying any cash dividends in the foreseeable future.

We have never declared or paid cash dividends on our ordinary shares. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. As a result, capital appreciation, if any, of our ordinary shares will be investors’ sole source of gain for the foreseeable future. In addition, Israeli law limits our ability to declare and pay dividends, and may subject our dividends to Israeli withholding taxes.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our ordinary shares, our share price and trading volume could be negatively impacted.

The trading market for our ordinary shares is influenced by the research and reports that industry or securities analysts publish about us, our business, our market or our competitors. We do not have any control over these analysts, and we cannot provide any assurance that analysts will continue to cover us or provide favorable coverage. If any of the analysts who cover us adversely change their recommendation regarding our shares, or provide more favorable relative recommendations about our competitors, our share price would likely decline. If any analyst who ~~cover~~covers us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

~~We are an emerging growth company and the reduced disclosure requirements applicable to emerging growth companies may make our ordinary shares less attractive to investors.~~60

We are an emerging growth company, as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements that are applicable to other public companies that are not emerging growth companies. For as long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not “emerging growth companies.” These exemptions include:

● not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;

● not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

● reduced disclosure obligations regarding executive compensation; and

● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until such time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earlier to occur of: (1) December 31, 2023; (2) the last day of the fiscal year in which we have total annual gross revenue of $1.24 billion or more; (2) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (4) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage of some but not all of these reduced burdens, and therefore the information that we provide holders of our ordinary shares may be different than the information you might receive from other public companies in which you hold equity. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards applicable to public companies. We have elected to take advantage of this extended transition period. When we are no longer deemed to be an emerging growth company, which we expect to occur beginning on January 1, 2024, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We cannot predict if investors will find our ordinary shares less attractive as a result of our reliance on exemptions under the JOBS Act. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our ordinary shares and our share price may be more volatile.

Risks Related to Israeli Law and Our Operations in Israel

~~Significant~~Conditions in Israel, including the most recent attack by Hamas and other terrorist organizations form the Gaza Strip and elsewhere in the region, and Israel’s war against them, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues. Significant parts of our operations are located in Israel and, therefore, our results may be adversely affected by political, economic and military conditions in Israel.

WeBecause ~~have~~a ~~substantial~~material ~~operations~~part of our operations are conducted in Israel, ~~including~~and certain members of our ~~research~~management ~~and~~as ~~development~~well ~~facilities~~as ~~and~~many of our ~~manufacturing~~employees ~~facilities~~and atconsultants, ~~Kiryat~~including employees ~~Gat,~~of ~~that~~our ~~may~~service beproviders, ~~influenced~~are ~~by regional~~located ~~instability~~in Israel, ~~political~~our ~~instability~~business and ~~extreme~~operations ~~military~~are ~~tension.~~directly ~~Accordingly~~affected by economic, political, ~~economic~~ geopolitical and military conditions in Israel. ~~and~~Since the ~~surrounding~~establishment ~~region~~of ~~could~~the ~~directly~~State ~~affect~~of ~~our~~Israel ~~business.~~in ~~Any~~1948, a number of armed conflicts, ~~political~~have ~~instability,~~occurred ~~terrorism, cyberattacks~~between orIsrael ~~any~~and ~~other~~its ~~hostilities~~neighboring ~~involving~~countries ~~Israel~~and orterrorist organizations active in the ~~interruption~~region. orThese ~~curtailment~~conflicts ofhave ~~trade~~involved ~~between~~missile ~~Israel~~strikes, hostile infiltrations and ~~its~~terrorism ~~present~~against ~~trading~~civilian ~~partners could~~targets ~~affect~~in ~~adversely~~various ~~our~~parts ~~operations~~of Israel, which have negatively affected business conditions in Israel.

~~The~~In ~~Israeli~~October ~~government~~2023, isHamas terrorists ~~currently~~infiltrated ~~pursuing~~Israel’s ~~extensive~~southern ~~changes~~border tofrom ~~Israel’s~~the ~~judicial~~Gaza ~~system~~Strip and conducted a series of attacks on civilian and military targets. InHamas also ~~response~~launched toextensive ~~the~~rocket ~~foregoing~~attacks ~~developments,~~on ~~individuals,~~Israeli ~~organizations~~population and industrial centers located along Israel’s border with the Gaza Strip and ~~institutions,~~in ~~both~~other areas within ~~and~~the ~~outside~~State of Israel,. ~~have~~These ~~voiced~~attacks ~~concerns~~resulted ~~that~~in ~~the~~extensive ~~proposed~~deaths, ~~changes~~injuries ~~may~~and ~~negatively~~kidnapping ~~impact~~of ~~the business~~civilians ~~environment~~and insoldiers. Following the attack, Israel’s ~~including~~security ~~due~~cabinet todeclared ~~reluctance~~war ofagainst ~~foreign~~Hamas ~~investors~~and toa ~~invest~~military orcampaign ~~transact~~against ~~business~~these terrorist organizations commenced in ~~Israel~~parallel asto ~~well~~their ascontinued torocket ~~increased currency~~and ~~fluctuations~~terror attacks. In addition, ~~downgrades~~since inthe ~~credit~~commencement ~~rating~~of these events, there ~~increased~~have ~~interest~~been ~~rates,~~continued ~~increased~~hostilities ~~volatility~~along inIsrael’s ~~security~~northern ~~markets,~~border ~~and~~with ~~other~~Lebanon ~~changes~~(with the Hezbollah terror organization) and southern border (with the Houthi movement in ~~macroeconomic~~Yemen, ~~conditions~~as described below). ToIt ~~the~~is ~~extent~~possible that ~~any~~hostilities ofwith ~~these~~Hezbollah ~~negative~~in ~~developments~~Lebanon dowill ~~occur~~escalate, and ~~they~~that ~~may~~other ~~have~~terrorist anorganizations, ~~adverse~~including ~~affect~~Palestinian onmilitary ~~our~~organizations ~~business, our~~in ~~results~~the ofWest ~~operations~~Bank ~~and~~as ~~our~~well ~~ability~~as toother ~~raise~~hostile ~~additional~~countries, such ~~funds~~as Iran, ifwill ~~deemed~~join ~~necessary~~the byhostilities. ~~our~~Such ~~management~~clashes ~~and~~may ~~board~~escalate ofin ~~directors~~the future into a greater regional conflict.

~~Ongoing~~The intensity and ~~revived hostilities~~duration orof ~~other~~Israel’s ~~Israeli~~current ~~political~~war oragainst ~~economic~~Hamas ~~factors~~is difficult to predict, ~~could~~as ~~prevent~~are orsuch ~~delay~~war’s ~~shipments~~economic ofimplications ~~our~~on ~~products,~~the ~~harm~~Company’s business ~~our~~and operations and ~~product~~on ~~development and~~Israel’s ~~cause~~economy ~~any~~in ~~future~~general. ~~sales~~These toevents ~~decrease.~~may Inbe ~~the~~intertwined ~~event~~with wider macroeconomic indications of a deterioration of Israel’s economic standing that ~~hostilities~~may ~~disrupt~~involve ~~the~~a ~~ongoing~~downgrade ~~operation~~in ofIsrael’s ~~our~~credit ~~facilities~~rating orby ~~the~~rating ~~airports~~agencies ~~and~~(such ~~seaports~~as onthe ~~which~~recent wedowngrade ~~depend~~by toMoody’s ~~import~~of ~~and~~its ~~export~~credit ~~our~~rating ~~supplies~~of ~~and~~Israel ~~products~~from A1 to A2, ~~our~~as ~~operations~~well as the downgrade of its outlook rating from “stable” to “negative”), which may behave ~~materially~~a material adverse ~~affected~~effect on the Company and its ability to effectively conduct its operations.

~~Our~~In ~~operations~~connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service. Although many of such military reservists have since been released, they may be ~~disrupted~~called up for additional reserve duty, depending on developments in the war in Gaza and along Israel’s other borders. Certain of our employees and consultants in Israel, in addition to employees of our service providers located in Israel, have been called, and additional employees may be called, for service in the current or future wars or other armed conflicts with Hamas as well as the other pending or future armed conflicts in which Israel is or may become engaged, and such persons may be absent for an extended period of time. As a result, our operations may be disrupted by such absences, which disruption may materially and adversely affect our business and results of operations. Additionally, the ~~obligation~~absence of ~~management~~employees orof ~~key~~our ~~personnel~~Israeli orsuppliers ~~consultants~~and tocontract ~~perform~~manufacturers, due to their military service in the current or future wars or other armed conflicts may disrupt their operations, which in turn may prevent or delay shipments of our products, harm our operations and product development and cause any future sales to decrease.

~~Many~~The ~~Israeli~~hostilities ~~citizens~~with ~~are~~Hamas, ~~obligated~~Hezbollah toand ~~perform~~other ~~several~~organizations ~~days,~~ and incountries ~~some~~have ~~cases~~included ~~more~~and may include terror, ofmissile ~~annual~~and ~~military~~drone ~~reserve~~attacks. ~~duty~~In ~~each~~the ~~year~~event ~~until~~that ~~they~~our facilities ~~reach~~are ~~the~~damaged ~~age~~as a result of 40hostile ~~(or older~~actions, ~~for~~or ~~reservists~~hostilities ~~who~~otherwise ~~are~~disrupt ~~military~~our ~~officers~~ongoing oroperations, ~~who~~our ~~have~~ability ~~certain~~to ~~occupations)~~deliver or provide products and, services in ~~the~~a ~~event~~timely ofmanner ato ~~military~~meet ~~conflict,~~our ~~may~~contractual obligations towards customers and vendors could be ~~called~~materially toand ~~active~~adversely ~~duty~~affected. InOur ~~response~~commercial toinsurance ~~increases~~does innot ~~terrorist~~cover ~~activity,~~losses ~~there~~that ~~have~~may ~~been~~occur ~~periods~~as a result of ~~significant~~events ~~call-ups~~associated ofwith ~~military~~war ~~reservists~~and terrorism. ItAlthough isthe ~~possible~~Israeli ~~that~~government ~~there~~currently ~~will~~covers bethe ~~military~~reinstatement ~~reserve~~value ~~duty~~of ~~call-ups~~direct indamages ~~the~~that ~~future.~~are ~~Our~~caused ~~operations~~by ~~could~~terrorist beattacks ~~disrupted~~or byacts of war, we cannot assure you that such ~~call-ups,~~government ~~which may~~coverage ~~include~~will ~~the~~be ~~call-up~~maintained ofor ~~members~~that ofit will sufficiently cover our ~~management~~potential damages. Any ~~Such~~losses ~~disruption~~or ~~could~~damages ~~materially~~incurred ~~adversely~~by ~~affect~~us ~~our~~could ~~business,~~have ~~financial~~a ~~condition and~~material ~~results~~adverse ofeffect ~~operations~~on our business.

8961

In addition, some countries around the world restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continue or increase. These restrictions may limit materially our ability to obtain raw materials from these countries or sell our products and provide our services to companies and customers in these countries. In addition, there have been increased efforts by countries, activists and organizations to cause companies and consumers to boycott Israeli goods and services. In addition, in January 2024, the International Court of Justice, or ICJ, issued an interim ruling in a case filed by South Africa against Israel in December 2023, making allegations of genocide amid and in connection with the war in Gaza, and ordered Israel, among other things, to take measures to prevent genocidal acts, prevent and punish incitement to genocide, and take steps to provide basic services and humanitarian aid to civilians in Gaza. There are concerns that companies and businesses will terminate, and may have already terminated, certain commercial relationships with Israeli companies following the ICJ decision. The foregoing efforts by countries, activists and organizations, particularly if they become more widespread, as well as the ICJ rulings and future rulings and orders of other tribunals against Israel (if handed), may materially and adversely impact our ability to and provide sell our products and services outside of Israel.

Furthermore, following Hamas’ attack on Israel and Israel’s security cabinet declaration of war against Hamas, the Houthi movement, which controls parts of Yemen, launched a number of attacks on marine vessels traversing the Red Sea, which marine vessels were thought to either be in route towards Israel or to be partly owned by Israeli businessmen. The Red Sea is a vital maritime route for international trade traveling to or from Israel. As a result of such disruptions, we may experience in the future delays in supplier deliveries (including electronic components and other products upon which we rely) extended lead times, and increased cost of freight, increased insurance costs, purchased materials and manufacturing labor costs. The risk of ongoing supply disruptions may further result in delayed deliveries of our products and may also have adverse impact on economic conditions in Israel.

Finally, political conditions within Israel may affect our operations. Israel has held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, which sparked extensive political debate and unrest. In response to such initiative, many individuals, organizations and institutions, both within and outside of Israel, voiced concerns that the proposed changes may negatively impact the business environment in Israel including due to reluctance of foreign investors to invest or transact business in Israel, as well as to increased currency fluctuations, downgrades in credit rating, increased interest rates, increased volatility in security markets and other changes in macroeconomic conditions. To date, these initiatives have been substantially put on hold. If such changes to Israel’s judicial system are again pursued by the government and approved by the parliament, this may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.

Because we incur a portion of our expenses in currencies other than the U.S. dollar, our financial condition and results of operations may be harmed by currency fluctuations and inflation.

While our reporting and functional currency is the U.S. dollar, we pay a meaningful portion of our expenses in NIS, Euros and other currencies. ~~All~~The ~~of the~~ salaries of our Israeli employees, many of our general and administrative expenses (including rent for our real property facility in Israel), and the fees that we pay to certain of our partners, are denominated in NIS. Certain of our suppliers are located in Europe and are paid in Euros. As a result, we are exposed to the currency fluctuation risks relating to the denomination of our future expenses in U.S. dollars. More specifically, if the U.S. dollar becomes devalued against the NIS or the Euro, our NIS- or Euro- denominated expenses will be greater than anticipated when reported in U.S. dollars. Inflation in Israel compounds the adverse impact of such devaluation by further increasing the amount of our Israeli expenses. Israeli inflation may also (in the future) outweigh the positive effect of any appreciation of the U.S. dollar relative to the NIS, if, and to the extent that, it outpaces such appreciation or precedes such appreciation. The Israeli rate of inflation did not have a material adverse effect on our financial condition during ~~2021~~2022 or ~~2022~~2023. Given our general lack of currency hedging arrangements to protect us from fluctuations in the exchange rates of the NIS or the Euro and other non-U.S. currencies in relation to the U.S. dollar (and/or from inflation of such non-U.S. currencies), we may be exposed to material adverse effects from such movements. We cannot predict any future trends in the rate of inflation in Israel or in Europe or the rate of devaluation (if any) of the U.S. dollar against the NIS or the Euro.

Provisions of Israeli law and our amended and restated articles of association may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.

Certain provisions of Israeli law and our amended and restated articles of association could have the effect of delaying or preventing a change in control and may make it more difficult for a third-party to acquire us or for our shareholders to elect different individuals to our board of directors, even if doing so would be beneficial to our shareholders, and may limit the price that investors may be willing to pay in the future for our ordinary shares. For example, our amended and restated articles of association provide that our directors are elected on a staggered basis, such that a potential acquirer cannot readily replace our entire board of directors at a single annual general meeting of the shareholders. In addition, Israeli corporate law regulates mergers and requires that a tender offer be affected when more than a specified percentage of shares in a company are purchased.

Our amended and restated articles of association also include, among others things, the following restrictions which may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets:

●

An amendment to our amended and restated articles of association generally require a vote of the holders of a majority of our outstanding ordinary shares entitled to vote present and voting on the matter at a general meeting of shareholders (referred to as simple majority), and the amendment of a number of provisions, such as the provision dividing our directors into three classes, requires a vote of the holders of at least 60% of our voting power. The affirmative vote of a majority of the directors in addition to the approval of our shareholders, is also required in order to amend our amended and restated articles of association.

●

A director may not be removed except by a vote of the holders of at least 60% of our voting power, unless otherwise the director is prohibited from serving as a director under applicable law or upon a determination by the board that their physical or mental state prevents them from serving; and director vacancies may be filled by our board of directors.

●

Subject to certain exceptions, we are restricted from engaging in certain business combination transactions, with any shareholder who holds 20% or more of our voting power. The transactions subject to such restrictions include mergers, consolidations and dispositions of our assets with a market value of 10% or more of our assets or outstanding shares. Subject to certain exceptions, such restrictions will apply for a period of three years following each time a shareholder became the holder of 20% or more of our voting power.

●

Subject to certain exceptions, there is a restriction on certain transactions which may have a significant effect on the Company’s structure, assets or business, including significant mergers and acquisitions, a disposition of all or substantially all of the assets of the Company, a voluntary dissolution and material changes to the principal business of the Company.

Further, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. With respect to certain mergers, Israeli tax law may impose certain restrictions on future transactions, including with respect to dispositions of shares received as consideration, for a period of two years from the date of the merger.

Furthermore, under the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 (formerly known as the Law for the Encouragement of Research and Development in Industry 5744-1984), and the regulations and guidelines promulgated thereunder, or the Innovation Law, to which we are subject due to our receipt of grants from the Israel Innovation Authority, or IIA (formerly known as the Office of the Chief Scientist of the Ministry of Economy and Industry, or the OCS), a recipient of IIA grants such as us must report to IIA regarding any change of control of our company or regarding any change in the holding of the means of control of our company which results in any non- Israeli citizen or resident becoming an “interested party”, as defined in the Innovation Law, in our company, and in the latter event, the non-Israeli citizen or resident will be required to execute an undertaking in favor of IIA, in a form prescribed by IIA, acknowledging the restrictions imposed by such law and agreeing to abide by its terms.

Investors may have difficulties enforcing a U.S. judgment, including judgments based upon the civil liability provisions of the U.S. federal securities laws against us, or our executive officers and directors or asserting U.S. securities laws claims in Israel.63

~~Not all our directors are~~Investors residents of the United States and most of our assets are located outside the United States. Service of process upon us or our non-U.S. resident directors and enforcement of judgments obtained in the United States against us or our non-U.S. directors may ~~be difficult to obtain within the United States. We~~ have ~~been~~difficulties ~~informed~~enforcing bya ~~our legal counsel in Israel that it may be difficult to assert claims under~~ U.S. ~~securities~~judgment, ~~laws~~including injudgments ~~original actions instituted in Israel or obtain a judgment~~ based onupon the civil liability provisions of the U.S. federal ~~securities~~ ~~laws. Israeli courts may refuse to hear a claim based on a violation of U.S.~~ securities laws against us or ~~our~~asserting ~~non-~~U.S. ~~directors because~~securities ~~Israel~~laws ~~may~~claims not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel ~~addressing the matters described above~~. ~~Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us or our non-U.S. directors.~~

Service of process upon us and enforcement of judgments obtained in the United States against us may be difficult to obtain within the United States. We have been informed by our legal counsel in Israel that it may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against us because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against us.

Moreover, among other reasons, including but not limited to, fraud or absence of due process, or the existence of a judgment which is at variance with another judgment that was given in the same matter if a suit in the same matter between the same parties was pending before a court or tribunal in Israel, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases) or if its enforcement is likely to prejudice the sovereignty or security of the State of Israel.

Your liabilities and responsibilities as a shareholder will be governed by Israeli law, which differs in some material respects from the U.S. law that governs the liabilities and responsibilities of shareholders of U.S. corporations.

We are incorporated under Israeli law. The rights and responsibilities of holders of our ordinary shares are governed by our amended and restated articles of association and the Israeli Companies Law 5759-1999, or the Companies Law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, pursuant to the Companies Law each shareholder of an Israeli company has to act in good faith in exercising his or her rights and fulfilling his or her obligations toward the company and other shareholders and to refrain from abusing his or her power in the company, including, among other things, in voting at the general meeting of shareholders and class meetings, on amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers, and transactions requiring shareholders’ approval under the Companies Law. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in the company, or has other powers toward the company, has a duty of fairness toward the company. However, Israeli law does not define the substance of this duty of fairness.

Because Israeli corporate law has undergone extensive revision in recent years, there is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior.

Our amended and restated articles of association provide that unless we consent to an alternate forum, the federal district courts of the United States shall be the exclusive forum of resolution of any claims arising under the Securities Act which may impose additional litigation costs on our shareholders.

Our amended and restated articles of association provide that the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both U.S. state and federal courts have jurisdiction to entertain such claims. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees and may increase the costs associated with such lawsuits, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our amended and restated articles of association inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition. Any person or entity purchasing or otherwise acquiring any interest in our share capital shall be deemed to have notice of and to have consented to the choice of forum provisions of our amended and restated articles of association described above. This provision would not apply to shall not apply to causes of action arising under the Exchange Act.

Our amended and restated articles of association provide that unless the Company consents otherwise, the competent courts of Tel Aviv, Israel shall be the sole and exclusive forum for substantially all disputes between the Company and its shareholders under the Companies Law and the Israeli Securities Law, which could limit its shareholders ability to brings claims and proceedings against, as well as obtain favorable judicial forum for disputes with the Company, its directors, officers and other employees.

The competent courts of Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law. This exclusive forum provisions is intended to apply to claims arising under Israeli Law and would not apply to claims brought pursuant to the Securities Act or the Exchange Act or any other claim for which federal courts would have exclusive jurisdiction. Such exclusive forum provision in our amended and restated articles of association will not relieve the Company of its duties to comply with federal securities laws and the rules and regulations thereunder, and shareholders of the Company will not be deemed to have waived the Company’s compliance with these laws, rules and regulations. This exclusive forum provision may limit a ~~shareholders~~shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with the Company or its directors or other employees which may discourage lawsuits against the Company, its directors, officers and employees.

92Item 1b. Unresolved Staff Comments

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

Item 1C. Cybersecurity

Risk management and strategy

We have implemented and maintain various information security processes designed to identify, assess, and manage material risks from cybersecurity threats to our critical computer networks, third party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic, or competitive in nature, and clinical trial data , or Information Systems and Data.

Our Chief Compliance Officer and Head of Global Information Technology both help identify, assess, and manage the Company’s cybersecurity threats and risks. We identify and assess risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods including, for example manual and automated tools, analyzing reports of threats and actors, evaluating threats reported to us, evaluating our and our industry’s risk profile, audits, conducting threat assessments, conducting vulnerability assessments, and conducting tabletop incident response exercises.

Depending on the environment and systems, we implement and maintain various technical, physical, and organizational measures, processes, standards, and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: an incident response plan, disaster recovery plans, risk assessments, network security controls, access controls, systems monitoring, and cybersecurity insurance.

Our assessment and management of material risks from cybersecurity threats are integrated into our overall risk management processes. For example, we prioritize and mitigate cybersecurity threats that are more likely to lead to a material impact to our business.

We use third-party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including for example professional services firms, including legal counsel and cybersecurity software providers.

We use third-party service providers to perform a variety of functions throughout our business, such as hosting companies and contract research organizations. We have a vendor management program to manage cybersecurity risks associated with our use of these providers. The program includes risk assessments for certain vendors and audits. Depending on the nature of the services provided, the sensitivity of the Information Systems and Data at issue, and the identity of the provider, our vendor management process may involve different levels of assessment designed to help identify cybersecurity risks associated with a provider.

For a description of the risks from cybersecurity threats that may materially affect us and how they may do so, see our risk factors under Part 1. Item 1A. Risk Factors in this Annual Report on Form 10-K, including “If our information technology systems or those third parties upon which we rely or our data, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse consequences.”

We utilize information technology for internal and external communications with vendors, clinical sites, banks, investors and shareholders. Loss, disruption or compromise of these systems could significantly impact operations and results.

We are not aware of any material cybersecurity violation or occurrence. We believe our efforts toward prevention of such violation or occurrence, including system design and controls, processes and procedures, training and monitoring of system access, limit, but may not prevent unauthorized access to our systems.

Other than temporary disruption to operations that may be caused by a cybersecurity breach, we consider cash transactions to be the primary risk for potential loss. We and our financial institution take steps to minimize the risk by requiring multiple levels of authorization and other controls.

Governance

Our board of directors addresses our cybersecurity risk management as part of its general oversight function. The board of directors’ Audit Committee are responsible for overseeing our cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity threats.

Our cybersecurity risk assessment and management processes are implemented and maintained by certain members of our management team, including:

●

Josh Patterson, General Counsel and Chief Compliance Officer. Mr. Patterson has over 20 years of experience in legal and risk management at various biotechnology companies. Mr. Patterson has previously served as General Counsel at a large biotechnology company.

●

Kelly Randis, Head of Global Information Technology. Ms. Randis is a seasoned information technology professional with substantial experience in handling cybersecurity matters who has worked at various pharmaceutical companies. Ms. Randis has previously served as the Director for Emerging Technology and Innovation at an international pharmaceutical company.

Our management is responsible for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into our overall risk management strategy, and communicating key priorities to relevant personnel. Our management is responsible for approving budgets, helping prepare for cybersecurity incidents, approving cybersecurity processes, and reviewing security assessments and other security-related reports.

Our cybersecurity incident response processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including Mr. Patterson. Ms. Randis works with the Company’s incident response team to help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company’s incident response processes include reporting to the Audit Committee of the board of directors for certain cybersecurity incidents.

The board receives regular reports from Ms. Randis concerning our significant cybersecurity threats and risk and the processes we have implemented to address them. The board also receives various reports, summaries or presentations related to cybersecurity threats, risk, and mitigation.

ITEM 2. PROPERTIES

Our principal executive offices are located at 116 Huntington Avenue, 7th Floor, Boston, Massachusetts 02116. We also maintain an office at 5 Nahum Heftsadie Street, Givaat Shaul, Jerusalem 91340, Israel, where we lease an approximately 1,300 square foot facility. This facility houses our administrative headquarters, research and development laboratories and pilot manufacturing facility.

We believe that our existing facilities are adequate to meet our current needs, and that suitable additional or alternative spaces will be available in the future on commercially reasonable terms.

We also have a lease agreement for an approximately 52,000 square foot facility in Kiryat Gat, Israel, ~~where~~for which we ~~recently~~have ~~completed~~received ~~construction for~~ a ~~planned commercial-grade~~GMP ~~manufacturing~~certificate ~~facility.~~from ~~The~~the Israeli Ministry of Health ~~issued a GMP certificate~~ and weestablished ~~are working to establish~~ cGMP compliance under the FDA’s regulations ~~for this facility~~.

~~ITEM~~ Item 3. ~~LEGAL~~Legal ~~PROCEEDINGS~~Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be part of the ordinary course of business. We are not currently party to any material legal proceedings.

~~ITEM~~ Item 4. ~~MINE~~Mine ~~SAFETY~~Safety ~~DISCLOSURE~~Disclosure

Not Applicable.

9366

PART II

~~ITEM~~ Item 5. ~~MARKET~~Market ~~FOR~~for ~~REGISTRANT~~Registrant’Ss ~~COMMON EQUITY~~Common Equity, ~~RELATED~~Related ~~SHAREHOLDER~~Shareholder ~~MATTERS~~Matters ~~AND~~and ~~ISSUER~~Issuer ~~PURCHASES~~Purchases OFof ~~EQUITY~~Equity ~~SECURITIES~~Securities

Market Information and Holders

Our ordinary shares have been listed on the Nasdaq Global Market under the symbol “GMDA” since October 26, 2018.

As of March 2915, ~~2023~~2024, we had ~~153~~201 shareholders of record.

Material Israeli Tax Considerations

The following is a summary of the material Israeli tax laws applicable to us, and some Israeli Government programs benefiting us. This section also contains a discussion of some Israeli tax consequences to persons owning our ordinary shares. This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of this kind of investor include traders in securities or persons that own, directly or indirectly, 10% or more of our outstanding voting capital, all of whom are subject to special tax regimes not covered in this discussion. Some parts of this discussion are based on a new tax legislation which has not been subject to judicial or administrative interpretation. The discussion should not be construed as legal or professional tax advice and does not cover all possible tax considerations.

SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE ISRAELI OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY NON-U.S., STATE OR LOCAL TAXES.

General Corporate Tax Structure in Israel

Israeli resident companies are generally subject to corporate tax on their taxable income at the rate of 23% in ~~2022~~2023 tax year and thereafter. However, the effective tax rate payable by a company that derives income from a Preferred Enterprise or a Technology Enterprise (as discussed below) may be ~~considerably~~ considerably less. Capital gains derived by an Israeli resident company are subject to tax at the prevailing corporate tax rate.

Law for the Encouragement of Industry (Taxes), 1969

The Law for the Encouragement of Industry (Taxes), 1969, or the Industry Encouragement Law, provides certain tax benefits for an “Industrial Company”. The Industry Encouragement Law defines an “Industrial Company” as an Israeli resident company incorporated in Israel, of which 90% or more of its income in any tax year, other than income from certain government loans, is derived from an “Industrial Enterprise” owned by it and located in Israel or in the “Area”, in accordance with the definition in the section 3A of the Israeli Income Tax Ordinance (New Version) 1961, or the “Ordinance”. An “Industrial Enterprise” is defined as an enterprise which is held by an Industrial Company whose principal activity in any given tax year is industrial production.

The following tax benefits, among others, are available to Industrial Companies:

● amortization over an eight-year period of the cost of patents and rights to use a patent and know-how that were purchased in good faith and are used for the development or advancement of the Industrial Enterprise, commencing from the tax year where the Industrial Enterprise began to use them;

● under certain conditions, the right to elect to file consolidated tax returns with Israeli Industrial Companies controlled by it; and

● expenses related to a public offering are deductible in equal amounts over three years commencing on the year of the initial public offering.

We believe that we qualify as an “Industrial Company” within the meaning of the Industry Encouragement Law. There can be no assurance that we will continue to qualify as an Industrial Company or that the benefits described above will be available to us in the future.

Tax Benefits under the Law for the Encouragement of Capital Investments, 1959

The Law for the Encouragement of Capital Investments, 1959, generally referred to as the “Investment Law”, provides certain incentives for capital investments in production facilities (or other eligible assets).

The Investment Law was significantly amended several times over the recent years, with the three most significant changes effective as of April 1, 2005, referred to in this annual report on Form 20-F as the 2005 Amendment, as of January 1, 2011, referred to in this annual report on Form 20-F as the 2011 Amendment, and as of January 1, 2017, referred to in this annual report on Form 20-F as the 2017 Amendment. Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force but any benefits granted subsequently are subject to the provisions of the amended Investment Law. Similarly, the 2011 Amendment introduced new benefits to replace those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment. However, companies entitled to benefits under the Investment Law as in effect prior to January 1, 2011 were entitled to choose to continue to enjoy such benefits, provided that certain conditions are met, or elect instead, irrevocably, to forego such benefits and have the benefits of the 2011 Amendment apply. The 2017 Amendment introduces new benefits for Technology Enterprises, alongside the existing tax benefits. We did not utilize any of the benefits for which we were eligible under the Investment Law prior to the 2011 Amendment, and starting in the 2017 tax year we elected to apply for the new benefits under the 2011 Amendment.

Tax benefits under the 2011 Amendment

On December 29, 2010, the Israeli Parliament approved the 2011 Amendment. The 2011 Amendment significantly revised the tax incentive regime in Israel and commenced on January 1, 2011.

The 2011 Amendment introduced new tax benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” (as such terms are defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes a company incorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status and is controlled and managed from Israel.

A Preferred Company is entitled to a reduced corporate tax rate with respect to the income attributed to the Preferred Enterprise, at the following rates:

Tax Year	Development Region “A”			Other Areas within Israel
2011-2012		10	%		15	%
2013		7	%		12.5	%
2014-2016		9	%		16	%
2017 onwards⁽¹⁾		7.5	%		16	%

(1)

In December 2016, the Israeli Parliament (the Knesset) approved an amendment to the Investments Law pursuant to which the tax rate applicable to Preferred Enterprises in Development Region “A” would be reduced to 7.5% as of January 1, 2017.

In addition, Income derived by a Preferred Company from a “Special Preferred Enterprise” (as such term is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rates of 8%, or to 5% if the Special Preferred Enterprise is located in a Development Region “A”. Since January 1, 2017, the definition for “Special Preferred Enterprise” includes less stringent conditions.

The classification of income generated from the provision of usage rights in know-how or software that were developed in the Preferred Enterprise, as well as royalty income received with respect to such usage, as preferred income is subject to the issuance of a pre-ruling from the Israel Tax Authority stipulates that such income is associated with the productive activity of the Preferred Enterprise in Israel.

Dividends distributed from income which is attributed to a “Preferred Enterprise” or to a “Special Preferred Enterprise” will be subject to withholding tax at source at the following rates: (i) Israeli resident corporations - 0%, (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, the below will apply) (ii) Israeli resident individuals - 20% (iii) non-Israeli residents (individuals and corporations) - 20% (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate, 20%, or such lower rate as may be provided in an applicable tax treaty).

The 2011 Amendment also revised the grant track to apply only to the approved programs located in Development Region “A” and shall provide not only cash grants (as prior to the 2011 Amendment) but also the granting of loans. The rates for grants and loans shall not be fixed but up to 20% of the amount of the approved investment (may be increased with additional 4%). In addition, a company owning a Preferred Enterprise under the grant track may be entitled also to the tax benefits which are prescribed for a Preferred Enterprise.

The tax benefits under the 2011 Amendment also include accelerated depreciation and amortization for tax purposes.

New Tax Benefits under the 2017 Amendment that became Effective on January 1, 2017.

The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016, and is effective as of January 1, 2017. The 2017 Amendment provides new tax benefits for two types of “Technology Enterprises”, as described below, and is in addition to the other existing tax beneficial programs under the Investment Law.

The 2017 Amendment provides that a technology company satisfying certain conditions will qualify as a “Preferred Technology Enterprise” and will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technology Income”, as defined in the Investment Law. The tax rate is further reduced to 7.5% for a Preferred Technology Enterprise located in Development Region “A”. In addition, a Preferred Technology Company will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible Assets” (as defined in the Investment Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million, and the sale receives prior approval from IIA.

The 2017 Amendment further provides that a technology company satisfying certain conditions will qualify as a “Special Preferred Technology Enterprise” (an enterprise for which, among others, total consolidated revenues of its parent company and all subsidiaries is at least NIS 10 billion) and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technology Income” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either developed by the Special Preferred Technology Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from IIA. A Special Preferred Technology Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.

Dividends distributed by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise to Israeli shareholders, paid out of Preferred Technology Income, are generally subject to withholding tax at source at the rate of 20% (in the case of non-Israeli shareholders - subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate, 20%, or such lower rate as may be provided in an applicable tax treaty). However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, the aforesaid will apply). If such dividends are distributed to a foreign company and other conditions are met, the withholding tax rate will be 4%, or a lower rate under a tax treaty, if applicable, subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate.

We are examining the impact of the 2017 Amendment and the degree to which we will qualify as a Preferred Technology Enterprise or Special Preferred Technology Enterprise, and the amount of Preferred Technology Income that we may have, or other benefits that we may receive from the 2017 Amendment.

Taxation of the Company Shareholders

Capital Gains

Capital gain tax is imposed on the disposal of capital assets by an Israeli resident, and on the disposal of such assets by a non-Israel resident if those assets are either (i) located in Israel, (ii) are shares or a right to a share in an Israeli resident corporation, or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a tax treaty between Israel and the seller’s country of residence provides otherwise. The Ordinance distinguishes between “Real Capital Gain” and the “Inflationary Surplus”. Real Capital Gain is the excess of the total capital gain over Inflationary Surplus computed generally on the basis of the increase in the Israeli Consumer Price Index (“CPI”) between the date of purchase and the date of disposal.

The Real Capital Gain accrued by individuals on the sale of our ordinary shares (that were purchased after January 1, 2012, whether listed on a stock exchange or not) will be taxed at the rate of 25%. However, if such shareholder is a “Substantial Shareholder” (i.e., a person who holds, directly or indirectly, alone or together with such person’s relative or another person who collaborates with such person on a permanent basis, 10% or more of one of the Israeli resident company’s means of control) at the time of sale or at any time during the preceding twelve (12) months period and/or claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares, such gain will be taxed at the rate of 30%.

The Real Capital Gain derived by corporations will be generally subject to the ordinary corporate tax (23% in ~~2022~~2023 and thereafter).

Individual shareholders dealing in securities, or to whom such income is otherwise taxable as ordinary business income are taxed in Israel at their marginal tax rates applicable to business income (up to 47% in ~~2022~~2023 and thereafter excluding excess tax as discussed below).

Notwithstanding the foregoing, capital gain derived from the sale of our ordinary shares by a non-Israeli resident (whether an individual or a corporation) shareholder generally should be exempt under the Ordinance from Israeli taxation provided, among other things, that the following conditions are met: (i) the shares were purchased upon or after the Company was listed for trading on Nasdaq; (ii) such gains were not derived from a permanent business or business activity that the non-Israeli resident maintains in Israel, and (iii) neither such shareholders nor the particular gain are not subject to the Israeli Income Tax Law (Inflationary Adjustments) 5745-1985. These provisions dealing with capital gain are not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be business income. In addition, non-Israeli corporations will not be entitled to the foregoing exemptions if an Israeli resident (i) has a controlling interest of more than 25% in such non-Israeli corporation or (ii) is the beneficiary of or is entitled to 25% or more of the revenue or profits of such non-Israeli corporation, whether directly or indirectly.

In addition, the sale of shares may be exempt from Israeli capital gain tax under the provisions of an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for an exemption). For example, the U.S.-Israel Double Tax Treaty generally exempts U.S. resident holding the shares as a capital asset and is entitled to claim the benefits afforded to such a resident by the U.S.-Israel Double Tax Treaty, or a Treaty U.S. Resident, from Israeli capital gain tax in connection with such sale, provided that (i) the U.S. resident owned, directly or indirectly, less than 10% of an Israeli resident company’s voting power at any time within the 12 month period preceding such sale, subject to certain conditions; (ii) the seller, being an individual, is present in Israel for a period or periods of less than 183 days in the aggregate at the taxable year; and (iii) the capital gain from the sale, exchange or disposition was not derived through a permanent establishment that the U.S. resident maintains in Israel, (iv) the capital gains arising from such sale, exchange or disposition is not attributed to real estate located in Israel; or (v) the capital gains arising from such sale, exchange or disposition is not attributed to royalties. If any such case occurs, the sale, exchange or disposition of our ordinary shares would be subject to Israeli tax, to the extent applicable. However, under the U.S.-Israel Tax Treaty, such Treaty U.S. Resident would be permitted to claim a credit for such taxes against U.S. federal income tax imposed on any gain from such sale, exchange or disposition, under the circumstances and subject to the limitations specified in the U.S.-Israel Double Tax Treaty.

In some instances where our shareholders may be liable for Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident company, in the form of a merger or otherwise, the Israel Tax Authority may require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by this authority or obtain a specific exemption from the Israel Tax Authority to confirm their status as non-Israeli resident, and, in the absence of such declarations or exemptions, may require the purchaser of the shares to withhold taxes at source.

Either the purchaser, the Israeli stockbrokers or financial institution through which the shares are held is obliged, subject to the above mentioned exemptions, to withhold tax upon the sale of securities on the amount of the consideration paid upon the sale of the securities at the rate of 25% in respect of an individual, or at a rate of corporate tax, in respect of a corporation (23% in ~~2022~~2023 and thereafter).

At the sale of securities traded on a stock exchange a detailed return, including a computation of the tax due, must be filed and an advanced payment must be paid on January 31 and July 31 of every tax year in respect of sales of securities made within the previous six months. However, if all tax due was withheld at source according to applicable provisions of the Ordinance and regulations promulgated thereunder the aforementioned return need not be filed provided that (i) such income was not generated from business conducted in Israel by the taxpayer, (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be filed and (iii) the taxpayer is not obliged to pay excess tax (as further explained below); and no advance payment must be paid. Capital gain is also reportable on the annual income tax return.

Dividend Policy

We have never declared or paid any cash dividends to our shareholders of our ordinary shares, and we do not anticipate or intend to pay cash dividends in the foreseeable future. Payment of cash dividends, if any, in the future will be at the discretion of our board of directors in compliance with applicable legal requirements and will depend on a number of factors, including future earnings, our financial condition, operating results, contractual restrictions, capital requirements, business prospects, our strategic goals and plans to expand our business, applicable law and other factors that our board of directors may deem relevant.

The Israeli Companies Law imposes further restrictions on our ability to declare and pay dividends. Payment of dividends may be subject to Israeli withholding taxes.

The Israeli Income Tax Ordinance (New Version) 1961, or the Ordinance, generally provides that a non-Israeli resident (either individual or corporation) is subject to an Israeli income tax on the receipt of dividends at the rate of 25% (30% if the dividends recipient is a “Substantial Shareholder” (as defined above), at the time of distribution or at any time during the preceding 12 months period) or 20% if the dividend is distributed from income attributed to Preferred Enterprise. Such dividends are generally subject to Israeli withholding tax at a rate of 25% so long as the shares are registered with a Nominee Company (whether the recipient is a Substantial Shareholder or not), and 20% if the dividend is distributed from income attributed to a Preferred Enterprise (in the case of non-Israeli shareholders - subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate, 20%, or such lower rate as may be provided in an applicable tax treaty); If the dividend is attributable partly to income derived from a Preferred Enterprise, and partly from other sources of income, the income tax rate will be a blended rate reflecting the relative portions of the types of income. We cannot assure you that we will designate the profits that we may distribute in a way that will reduce shareholders tax liability.

For example, under the U.S.-Israel Double Tax Treaty the following rates will apply in respect of dividends distributed by an Israeli resident company to a Treaty U.S. Resident: (i) if the Treaty U.S. Resident is a corporation which holds during that portion of the taxable year which precedes the date of payment of the dividend and during the whole of its prior taxable year (if any), at least 10% of the outstanding shares of the voting shares of the Israeli resident paying corporation and not more than 25% of the gross income of the Israeli resident paying corporation for such prior taxable year (if any) consists of certain type of interest or dividends - the maximum tax rate of withholding is 12.5%, and (ii) in all other cases, the tax rate is 25%, or the domestic rate (if such is lower). Notwithstanding the foregoing, dividends distributed from income attributed to Preferred Enterprise are subject to a withholding tax rate of 15% for such U.S. corporation shareholder, provided that the condition related to our gross income for the previous year (as set forth in the previous sentence) is met. The aforementioned rates under the Israel U.S. Double Tax Treaty will not apply if the dividend income was derived through a permanent establishment that the Treaty U.S. Resident maintains in Israel. If the dividend is attributable partly to income derived from a Preferred Enterprise and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. U.S. residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for United States federal income tax purposes in the amount of the taxes withheld, subject to detailed rules contained in U.S. tax legislation.

A non-Israeli resident who receives dividend income derived from or accrued from Israel, from which the full amount of tax was withheld at source, is generally exempt from the obligation to file tax returns in Israel with respect to such income, provided that (i) such income was not generated from business conducted in Israel by the taxpayer, and (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be filed and (iii) the taxpayer is not obliged to pay excess tax (as further explained below).

Payers of dividends on our shares, including the Israeli shareholder effectuating the transaction, or the financial institution through which the securities are held, are generally required, subject to any of the foregoing exemption, reduced tax rates and the demonstration of a shareholder of his, her or its foreign residency, to withhold taxes upon the distribution of dividends at a rate of 25% provided that the shares are registered with a Nominee Company (for corporations and individuals).

Excess Tax

Individuals who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional tax at a rate of 3% on annual income exceeding NIS ~~663~~698,~~240~~280 for ~~2022~~2023, which amount is linked to the annual change in the Israeli consumer price index, including, but not limited to, dividends, interest and capital gain.

Foreign Exchange Regulations

Non-residents of Israel who hold our ordinary shares are able to receive any dividends, and any amounts payable upon the dissolution, liquidation and winding up of our affairs, repayable in non-Israeli currency at the rate of exchange prevailing at the time of conversion. However, Israeli income tax is generally required to have been paid or withheld on these amounts. In addition, the statutory framework for the potential imposition of currency exchange control has not been eliminated, and may be restored at any time by administrative action.

Estate and Gift Tax

Israeli law presently does not impose estate or gift taxes.

Recent Sales of Unregistered Securities

On February 16, 2021, Gamida Cell Inc. sold $75 million of 5.875% convertible senior notes due in 2026, or the 2021 Notes, to certain funds managed by Highbridge ~~Capital~~ Capital Management, LLC, which funds were accredited investors and qualified institutional buyers. The notes were sold at 100% of the ~~principal~~ principal amount thereof, are senior unsecured obligations of ours and will accrue interest at a rate of 5.875% per year and are governed by an indenture. Subject to certain limitations, the holders of the notes can elect to exchange the notes for our ordinary shares at an initial exchange rate of 56.3063 shares per $1,000 principal amount of notes (equivalent to an exchange price of $17.76 per share). The sale was made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.

On December 12, 2022, we and our wholly owned subsidiary, Gamida Cell Inc., entered into a Loan and Security Agreement, or the Loan Agreement, pursuant to which Gamida Cell Inc. borrowed an aggregate principal amount of $25.0 million through the issuance and sale of a first lien secured note, or the 2022 Note, to a fund managed by Highbridge Capital Management, LLC. The 2022 Note is exchangeable, at the option of the lenders, into our ordinary shares at an exchange rate of 0.52356 ordinary shares per $1.00 principal amount, together with a make-whole premium equal to all accrued and unpaid and remaining coupons due through the maturity date. The exchange rate is subject to adjustment in the event of ordinary share dividends, reclassifications and certain other fundamental transactions affecting the ordinary shares. We have fully and unconditionally guaranteed the obligations of Gamida Cell Inc. under the Loan Agreement and the 2021 Note and the obligations are secured by substantially all of our and our subsidiary’s assets. The issuance of the ordinary shares issuable pursuant to the 2022 Note was made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.

99Item 6. [Reserved]

~~ITEM 6~~Item 7. ~~[RESERVED]~~Management’s Discussion and Analysis of Financial Condition and Results OF OPERATIONS

~~ITEM~~The following 7discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with (i) our audited consolidated financial statements as at December 31, 2023 and December 31, 2022 and (ii) the section entitled “Business” included in this annual report. ~~MANAGEMENT’S~~The ~~DISCUSSION~~discussion ~~AND~~contains forward-looking statements that involve ~~ANALYSIS~~risks, OFuncertainties ~~FINANCIAL~~and ~~CONDITION~~assumptions. ~~AND~~Our ~~RESULTS~~actual OFresults ~~OPERATIONS~~may differ materially from those anticipated in these forward-looking statements as a result of many factors.

The following discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with (i) our audited consolidated financial statements as at December 31, 2022 and December 31, 2021 and (ii) the section entitled “Business” included in this annual report. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Company Overview

We are a cell therapy pioneer working to turn cells into powerful therapeutics. We apply a proprietary expansion platform leveraging the properties of nicotinamide, or NAM, to allogeneic cell sources including umbilical cord blood-derived cells and natural killer, or NK, cells to create cell therapy candidates, with the potential to redefine standards of care. ~~Our~~On ~~primary~~April ~~product~~17, ~~candidate is omidubicel~~2023, anthe ~~advanced~~U.S. ~~cell~~Food ~~therapy~~and ~~candidate~~Drug ~~for~~Administration, ~~allogeneic~~or ~~hematopoietic~~FDA, ~~stem~~approved ~~cell~~our ~~transplant~~allogeneic ~~that~~cell therapy, ifOmisirge ~~approved~~(omidubicel-onlv), ~~has~~for ~~the~~use ~~potential~~in toadult ~~expand~~and ~~access~~pediatric ~~and~~patients ~~improve~~12 years ~~outcomes~~and ~~for~~older ~~patients~~ with ~~blood~~hematologic ~~cancers.~~malignancies ~~Historically,~~who weare ~~had~~planned ~~also~~for ~~developed~~umbilical acord ~~line~~blood oftransplantation ~~enhanced~~following ~~and~~myeloablative ~~engineered~~conditioning to NKreduce ~~cells~~the ~~targeted~~time atto ~~solid~~neutrophil ~~tumors~~recovery and ~~hematological malignancies~~the incidence of infection.

~~Omidubicel~~In the first quarter of 2023, ~~our~~we ~~primary~~completed ~~product~~a strategic reprioritization ~~candidate,~~of isour ~~designed~~business activities to ~~address~~reduce our operating expenses and focus on the ~~limitations~~commercial launch of ~~current~~Omisirge® ~~donor~~(omidubicel-onlv). ~~sources~~The results ~~used~~of ~~for~~this ~~HSCT.~~reprioritization ~~Omidubicel~~were ~~consists~~a reduction in force of ~~NAM-expanded~~approximately ~~and~~17% ~~enhanced~~of our workforce, completed in the second quarter of 2023, ~~hematopoietic~~closure ~~stem~~of ~~cells~~our Jerusalem research and ~~differentiated~~development ~~immune~~facility ~~cells,~~and ~~including~~termination Tof ~~cells.~~work ~~The~~on ~~final~~our ~~cell~~preclinical ~~therapy~~NAM ~~product~~NK ispipeline ~~cryopreserved~~programs. ~~until~~We ~~the~~undertook ~~patient~~these isreprioritization ~~ready~~efforts toafter ~~begin~~unsuccessfully ~~the~~seeking ~~transplant~~a strategic partnership or other transaction, ~~when~~such itas isa ~~thawed~~royalty ~~and~~financing, licensing, ~~infused~~collaboration or other similar transaction. ~~Omidubicel~~We ~~has~~first ~~the~~engaged ~~potential~~Moelis & Company LLC in July 2020 to bepursue a ~~stem~~royalty ~~cell~~financing or ~~donor~~other ~~source~~similar transaction related to Omisirge. Most recently, in ~~two~~ ~~broad~~April ~~patient~~2023, ~~groups:~~we ~~(i)~~engaged ~~patients~~Moelis ~~with~~& ~~high-risk~~Company ~~leukemias~~LLC as our financial advisor and ~~lymphomas~~commenced ~~who~~a ~~require~~strategic ~~HSCT;~~review ~~and~~process ~~(ii)~~seeking ~~patients~~to ~~with~~secure ~~severe~~a ~~hematologic disorders~~transaction ~~such~~that aswould ~~severe~~support ~~aplastic~~expanded ~~anemia.~~access ~~Based~~to onOmisirge ~~results~~for ~~from~~patients and maximize value for our ~~clinical~~stakeholders. ~~studies,~~During ifthe ~~approved~~course of this recent strategic review process, ~~omidubicel~~our ~~has~~board ~~the~~of ~~potential~~directors toexplored ~~improve~~a range ~~outcomes~~of asalternatives, ~~compared~~including toan ~~other~~asset ~~donor~~sale, ~~sources~~merger, financing, licensing, and tocapital ~~increase~~restructuring ~~access~~options. ~~for~~To ~~patients~~date, ~~who~~this ~~cannot~~strategic ~~find~~review process anhas ~~appropriate~~not ~~donor~~yielded any viable strategic alternatives.

~~100~~As a result, on March 26, 2024, we entered into a Restructuring Support Agreement, or the Support Agreement, with certain funds managed by Highbridge Capital Management, LLC, which funds we collectively refer to as Highbridge. These funds hold all of our exchangeable senior notes issued in 2021 and 2022, which together have an aggregate outstanding principal balance as of March 15, 2024 of approximately $80.0 million. These exchangeable senior notes represent substantially all of our outstanding debt. Pursuant to the Support Agreement, we and Highbridge have agreed to restructure all of our outstanding equity and debt in a voluntary restructuring proceeding in the District Court of Beersheba, Israel that is governed by Israeli law, referred to as our restructuring process. If this process is completed as contemplated by the Support Agreement, all outstanding ordinary shares of Gamida Cell Ltd. will be cancelled, after which Gamida Cell Ltd. will continue to exist as a private operating company that is owned entirely by Highbridge and our business will continue as a going concern with Highbridge being the only impaired creditor. Pursuant to the Support Agreement, each holder of ordinary shares of the Company as of the completion of the restructuring process will be entitled to certain CVRs pursuant to a contingent value rights agreement, or the CVR Agreement, to be executed in connection with the restructuring process. When issued, the CVRs will entitle the holders to certain cash payments totaling $27.5 million upon the achievement of certain revenue and regulatory milestones as will be more fully set forth in the CVR Agreement. Pursuant to the Support Agreement, Highbridge will fund the reorganized company following the restructuring process through a secured debt facility of $50 million, comprised of (i) $30 million of cash to be provided as soon as practicable following the completion of the restructuring process; (ii) the remaining principal amount owed under the 2022 Notes; and (iii) the remaining approximately $15 million to be provided by way of delayed draw term loans on terms and conditions to be agreed with Highbridge prior to the completion of the restructuring process. After our restructuring process, we will no longer be a public reporting company listed on Nasdaq. Except for the CVRs, we do not anticipate that our shareholders will otherwise receive any distribution or recovery (cash or otherwise) as part of the restructuring process. There is no assurance that we will complete our restructuring process as currently contemplated. If we are unable to complete our restructuring process in the second quarter of 2024, we expect that we will enter into involuntary restructuring proceedings in Israeli court and our shareholders would not receive any proceeds from such proceedings.

In ~~December~~connection ~~2021,~~with weour ~~reported~~restructuring ~~data~~process ~~from~~and anin ~~analysis~~order ofto aattempt ~~subset~~to ofextend 37our ~~patients~~financial ~~from~~resources beyond the ~~Phase~~second 3quarter ~~randomized trial~~ of ~~omidubicel~~2024, atwe ~~Annual~~are ~~Meeting~~planning ofto ~~the~~further ~~American Society~~reduce ofoperating ~~Hematology~~expenses, orprimarily ~~ASH.~~through ~~The~~a ~~analysis~~workforce ~~was~~reduction ~~aimed~~plan atpursuant ~~investigating~~to ~~the~~which ~~reduced~~we ~~infection~~expect ~~rates~~to ~~observed~~downsize inour ~~the~~current ~~study~~workforce ~~and~~by ~~showed~~approximately 25% ~~that~~by the ~~omidubicel-treated patients~~closing ~~had~~of ~~more~~the ~~rapid~~restructuring ~~recovery~~process. ofAffected aemployees ~~wide~~will ~~variety~~be ofoffered ~~immune~~separation ~~cells~~benefits, including ~~CD4+~~severance Tpayments and ~~cells,~~temporary Bhealthcare ~~cells~~coverage assistance, NKwhich ~~cells~~severance ~~and~~payments ~~dendritic~~are ~~cell~~required ~~subtypes~~under applicable Israeli law. ~~The~~ ~~recovery~~Each ofaffected employee’s eligibility for the ~~immune~~separation ~~system~~benefits ~~provides~~is ~~rationale~~contingent ~~for~~upon ~~fewer~~such ~~severe~~employee’s ~~bacterial,~~execution ~~fungal~~of ~~and~~a ~~viral~~separation ~~infections~~agreement inthat ~~patients~~includes ~~treated~~a ~~with~~general ~~omidubicel.~~release Inof ~~February~~claims ~~2023~~against weus. ~~presented~~We ~~additional~~estimate ~~data~~that at the ~~Transplantation~~severance and ~~Cellular~~termination-related ~~Therapy,~~costs orwill ~~TCT,~~be ~~Meetings~~approximately of$1.8 ~~the~~million, ~~American~~and we ~~Society~~expect ~~for~~to ~~Transplantation~~record ~~and~~these ~~Cellular~~charges ~~Therapy.~~in ~~These~~the ~~new~~second ~~data~~quarter ~~focused~~of on2024. ~~peripheral~~Our ~~blood~~remaining ~~lymphocyte~~employees ~~counts~~will ~~measured~~continue into ~~correlation with~~support ~~time~~the tocommercialization ~~neutrophil~~of Omisirge and ~~platelet~~complete ~~engraftment~~our inrestructuring ~~omidubicel-transplanted~~process. ~~and~~The ~~standard~~costs ~~cord~~that ~~blood-transplanted~~we ~~patients.~~expect ~~Seven~~to ~~days~~incur in connection with our restructuring process, including ~~post-transplant~~the workforce reduction, ~~omidubicel-transplanted~~are ~~patients~~subject ~~showed~~to a ~~robust~~number ~~reconstitution~~ of aassumptions, ~~broad~~and ~~repertoire~~actual ofresults ~~immune~~may ~~cells,~~differ ~~which~~materially ~~correlated~~from these expectations. We ~~with~~may ~~successful~~incur ~~neutrophil~~additional ~~engraftment.~~costs ~~These~~not ~~data~~currently ~~support~~contemplated ~~past~~due ~~findings~~to events that ~~omidubicel~~may ~~stimulates~~occur ~~faster~~as ~~immune~~a ~~recovery~~result ~~than~~of, ~~standard cord~~or ~~blood~~that ~~and~~are ~~may~~associated ~~also~~with, ~~explain~~our restructuring process and the ~~lower~~workforce ~~incidence~~reduction ofplan. ~~serious~~See ~~bacterial,~~“Item ~~fungal~~1A: ~~and~~Risk ~~viral~~Factors ~~infections~~– ~~for~~Risks ~~omidubicel~~Related ~~transplanted~~to ~~patients~~Our Financial Position and Restructuring Process” for additional information.

InOur ~~early~~financial ~~2022,~~statements have ~~the~~been ~~FDA~~prepared ~~agreed that~~on ~~the~~a ~~initiation~~going ofconcern ~~our~~basis ~~rolling~~under ~~biologics~~which ~~license~~an ~~application,~~entity oris ~~BLA,~~able ~~submission~~to ~~for~~realize ~~omidubicel~~its ~~was~~assets ~~appropriate~~ and wesatisfy ~~initiated~~liabilities in the ordinary ~~rolling~~course ~~submission~~of ~~process~~business. WeThe ~~completed~~financial ~~submission~~statements ofdo ~~the~~not ~~BLA~~give ineffect ~~June~~to ~~2022.~~any ~~The~~adjustments ~~FDA~~relating ~~accepted~~to the ~~BLA~~ incarrying ~~July~~values ~~2022.~~and ~~Subsequently,~~classification of ~~the~~assets ~~FDA~~and ~~issued~~liabilities anthat ~~information~~would ~~request~~be ~~and~~necessary ~~viewed~~should ~~the~~we ~~data~~be inunable ~~our~~to ~~response~~ continue as a ~~major~~going ~~amendment~~concern. OnOur ~~November~~audited ~~18,~~consolidated ~~2022,~~financial statements weas ~~received~~of ~~correspondence~~and ~~from~~for the ~~U.S.~~year ~~Food~~ended ~~and~~December ~~Drug Administration~~31, or2023 ~~FDA,~~accompanying our previously filed annual report note that ~~the~~there ~~agency~~is substantial ~~had~~doubt ~~updated~~about our ~~previous~~ability ~~target~~to ~~action~~continue ~~date~~as ~~under~~a ~~the~~going ~~Prescription~~concern, ~~Drug~~absent ~~User~~sources ~~Fee~~of ~~Act,~~additional orliquidity. ~~PDUFA,~~If ~~from~~we ~~January~~are ~~30,~~unable ~~2023~~ to ~~May~~complete 1,our ~~2023,~~restructuring ~~for~~process ~~our~~as ~~BLA~~contemplated ~~for~~by ~~omidubicel~~the Support Agreement, we will likely enter involuntary restructuring proceedings in Israel and wind down our operations. InThere ~~the~~would ~~fourth~~be ~~quarter~~significant ofcosts ~~2022~~associated with such proceedings and wind down, ~~the~~such ~~Israeli~~as ~~Ministry~~separation of ~~Health~~employees and ~~the~~termination of ~~FDA~~contracts, ~~completed~~and ~~physical~~we ~~inspections of~~could ~~our~~owe ~~Kiryat~~certain ~~Gat~~taxes ~~facility~~on ~~which,~~any tosuch ~~date~~transaction. If we enter involuntary restructuring proceedings, ~~has~~there ~~resulted~~will inlikely be no ~~483~~cash ~~observations~~available for distribution to shareholders after payment of the foregoing expenses.

Beginning in March 2023, we initiated a strategic restructuring of our business to primarily focus on the commercial launch of omidubicel, following FDA approval if granted. This launch will involve a more limited financial investment than we had previously planned in order to manage our financial resources, resulting in a slower ramp of sales. To support a more fulsome commercial launch of omidubicel, if approved, we intend to explore potential commercial or strategic options. We plan to engage a strategic advisor for this process. Potential strategic alternatives that may be evaluated include a sale of our assets or merger of our company, securing additional financing, and commercial or strategic partnerships that would enable further commercialization and development of our programs. There can be no assurance that this strategic review process will result in our pursuing any transaction. We aim to run this strategic review process into the third quarter of 2023. Additionally, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased shareholder value. If we are unable to secure additional financing or a commercial or strategic partnership for omidubicel, our board of directors may decide to pursue a dissolution and liquidation. In the event of such liquidation or other wind-down event, holders of our securities may suffer a total loss of their investment.73

In connection with our strategic restructuring:

● We intend to allocate the vast majority of our resources to support the commercial launch of omidubicel, following approval by the FDA if granted, including manufacturing at our dedicated and certified Kiryat Gat facility. To manage our cash runway, we will hire employees at a reduced pace and reduce planned commercial and medical operating expenses, which we anticipate will result in lower sales than we had previously planned.

● Solely for financial reasons, we are reducing planned investment in the development of our clinical stage NK cell therapy candidate, GDA-201. While we will continue enrollment into the Phase 1/2 clinical trial of GDA-201 for the treatment of follicular and diffuse large B-cell lymphomas, we will not advance any previously planned Phase 2 start-up activities. We intend to complete the treatment of patients in the Phase 1 portion of the Phase 1/2 study; however, following our assessment of the results from the Phase 1 portion of the study, we may decide not to proceed with the enrollment of patients in the Phase 2 portion of the study and we may wind down the Phase 1/2 study of GDA-201.

101

We have incurred significant net losses since our formation in 1998. Our net losses were $79.4 million and $89.8 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, our accumulated deficit was $416.8 million. We expect to continue to incur losses for the foreseeable future, and our losses may fluctuate significantly from year to year.

Although we completed a convertible debt financing in 2021 and both an equity financing transaction and convertible debt financing in 2022, we will need substantial additional funding to support our operating activities as we proceed to commercialize omidubicel, if approved. Adequate funding may not be available to us on acceptable terms, or at all, in which case we may be required to suspend the commercialization of omidubicel, enter into a strategic transaction or wind down our business.

To continue to fund our operations, we expect to continue to raise capital and to seek potential commercial or strategic partnerships for omidubicel, if approved. We may obtain additional financing in the future through the issuance of our ordinary shares, through other equity or debt financings or through collaborations or partnerships with other companies. We may not be able to raise additional capital or secure a partnership on terms acceptable to us, or at all, and any failure to raise capital or secure a partnership as and when needed could compromise our ability to execute on our business plan. Although it is difficult to predict future liquidity requirements, we believe that our current total existing funds will be sufficient to support our ongoing operating activities through the third quarter of 2023. However, our ability to successfully transition to profitability will be dependent upon achieving a level of revenue adequate to support our cost structure. We cannot assure you that we will ever be profitable or generate positive cash flow from operating activities.

Components of Results of Operations

Revenue

We ~~do not~~ currently have ~~any~~ ~~products~~one ~~approved for sale and~~product, ~~to date~~Omisirge, wewhich ~~have~~was ~~not~~approved ~~recognized~~by ~~any revenue. In~~ the ~~future,~~FDA wein ~~may~~April ~~generate revenue from a combination of product sales~~2023, ~~reimbursements, up-front payments~~ and ~~future collaborations. If~~ we ~~fail~~first torecognized ~~achieve~~revenue ~~clinical~~from ~~success~~the orsale ~~obtain regulatory approval~~ of ~~any of our product candidates~~ Omisirge in athe ~~timely~~third ~~manner,~~quarter ~~our~~of ~~ability to generate future revenue will be impaired~~2023. IfIn ~~omidubicel~~the ~~is approved for commercial sale~~future, we may generate revenue from a combination of product sales, ~~or alternatively~~reimbursements, weup-front ~~may receive royalties from any collaborators~~payments weand ~~partner~~future ~~with to commercialize our product candidates~~collaborations.

Cost of Sales

As we transitioned from a development stage company to a commercial stage company with recognized revenue, we began to report cost of sales. Cost of sales are reported using a standard costing approach based on staffed capacity. Many of these costs were previously included in research and development costs as described below.

The direct costs of sales include: materials; testing; shipping; manufacturing; quality assurance and quality control labor; and direct overheads, including manufacturing depreciation.

Royalty expenses, which are a function of the revenue in the period, are also included in cost of sales. As applicable, cost of sales will also recognize the expense for any batch failures incurred in the period.

Excess capacity

Excess capacity costs reflect labor and manufacturing overhead costs incurred, above the amount of these costs absorbed in cost of sales as part of standard costs, which are based on staffed capacity levels, given that the Kiryat Gat facility is staffed to produce the anticipated demand over the course of the coming year.

Research and development expenses, net

~~The largest component of~~Our ~~our total operating expenses has historically been, and we expect will continue to be,~~ research and development. ~~Our research and development~~ expenses, net of IIA grants, consist primarily of:

● salaries and related costs, including share-based compensation expense, for our personnel in research and development functions;

● expenses incurred under agreements with third parties, including CROs, subcontractors, suppliers and consultants, for the conduct of our preclinical studies and clinical trials;

● expenses incurred to acquire, develop and manufacture preclinical study and clinical trial materials; and

● facility and equipment costs, including depreciation expense, maintenance and allocated direct and indirect overhead costs.

102

Research and development expenses (net of grants) are recognized in the consolidated statements of operations when incurred.

Through December 31, ~~2022~~2023, we have received an aggregate of approximately $3637.81 million in grants from the Israeli Innovation Authority, or the IIA, including from the Bereshit Consortium sponsored by the IIA, of which $34.24 million is royalty-bearing grants, and approximately $2.6 million is non-royalty-bearing grants, and all of which was awarded for research and development funding. Our total outstanding obligation to the IIA through December 31, 2023, amounts to approximately $43.7 million. Pursuant to the terms of the royalty-bearing grants, we are obligated to pay the IIA royalties at the rate of between 3.0% to 3.5% on future sales of the developed product, up to a limit of 100% of the amounts of the U.S. dollar-linked grants received, plus annual interest. ~~calculated~~Pursuant to the latest IIA regulations, grants received from the IIA before June 30, 2017 bear an annual interest rate that applied at athe time of the approval of the applicable file and such interest will apply to all the funding received under that approval. Grants received from the IIA after June 30, 2017, bear an annual interest rate based on the 12-month London Interbank Offered Rate, or LIBOR, ~~which was~~until 0.December 31, 2023, and, as of January 1%, 2024, bear an annual interest rate based on the 12-month Secured Overnight Financing Rate, or the SOFR, or in ~~2021~~an ~~and~~alternative 4.publication by the Bank of Israel, with the addition of 0.72%. inGrants ~~2022.~~approved Weafter ~~have~~January ~~not~~1, ~~paid~~2024, ~~any~~will ~~royalties~~bear tothe higher of (i) the ~~IIA~~12-month toSOFR ~~date~~interest, plus 1% or (ii) a fixed annual interest rate of 4%. The Bereshit Consortium program does not require payments of royalties to the IIA, but all other restrictions under the Innovation Law, such as local manufacturing obligations and know-how transfer limitations, as further detailed hereunder, are applicable to the know how developed by us with the funding received in such consortium program.

In addition to paying any royalties due, we must abide by other restrictions associated with receiving such grants under the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, which will also continue to apply to us following the repayment in full of the amounts due to the IIA. The Innovation Law restricts our ability to manufacture products and transfer technologies outside of Israel, and may impair our ability to enter into agreements that involve IIA-funded products or know-how without the approval of the IIA. Any approval, if given, will generally be subject to additional financial obligations by us. Failure to comply with the requirements under the Innovation Law may subject us to mandatory repayment of grants received by us, together with interest and penalties, as well as expose us to criminal proceedings.

Pursuant to the IIA’s licensing rules, or the Licensing Rules, a grant recipient may enter into licensing arrangements or grant other rights in know-how developed under IIA programs outside of Israel, subject to the prior consent of the IIA and payment of license fees, calculated in accordance with the Licensing Rules. The amount of the license fees is based on various factors, including the consideration received by the licensor in connection with the license, and shall not exceed six times the amount of the grants received by the grant recipient (plus accrued interest) for the applicable know-how being licensed. In certain cases, such as when the license consideration includes nonmonetary compensation or when a “special relationship” exists between the licensor and licensee (e.g., when a party controls the other party or is the other party’s exclusive distributor), or when the agreed upon consideration does not reflect, in the IIA’s opinion, the market value of the license, the IIA may base the value of the transaction on an economic assessment that it obtains for such purpose.

~~We are currently focused~~With onregard ~~advancing~~to ~~our~~clinical ~~product~~development ~~candidates~~activities, ~~and~~we ~~our~~are ~~future~~currently ~~research~~focused ~~and development expenses will depend~~ on ~~their~~completing ~~clinical~~the ~~success.~~Phase ~~Research and~~1 ~~development~~portion ~~expenses~~of ~~will~~the ~~continue~~Phase to1/2 beclinical ~~significant~~trial of ~~and~~GDA-201 ~~will~~for ~~increase over at least~~ the ~~next~~treatment ~~several~~of ~~years~~follicular asand wediffuse ~~continue~~large toB-cell ~~develop our~~lymphomas ~~product candidates~~ and ~~conduct~~then ~~preclinical~~winding ~~studies~~down ~~and~~the ~~clinical~~trial. ~~trials~~At ofthis ~~our~~time, ~~product~~we ~~candidates.~~do ~~Government~~not intend ~~grants~~to ~~received~~further ~~from the~~develop ~~IIA~~or ~~are~~commercialize ~~recognized~~GDA-201 asin alight ~~reduction~~ of ~~the~~our ~~related~~financial ~~research and development expenses~~constraints.

~~We do not believe that it~~On isMarch ~~possible~~27, ~~at this time to accurately project total expenses required for us to reach commercialization of omidubicel or any of our other product candidates. In the first half of 2022~~2023, with the objective of extending our ~~cash~~financial ~~runway~~resources, we ~~reduced~~announced ~~operating~~a ~~expenses,~~strategic ~~primarily by~~reprioritization ~~implementing~~and a workforce reduction plan, ofwhich ~~approximately~~was ~~10%~~completed inby ~~January~~the ~~2022~~end ~~and~~of ~~delaying other hiring and planned spending, and in~~ the second ~~half~~quarter of ~~2022, we completed an equity financing transaction and convertible debt financing~~2023. InWe ~~March~~incurred ~~2023,~~charges ~~we announced a strategic restructuring~~ of ~~our~~approximately ~~operations~~$0.8 tomillion ~~prioritize~~for ~~resources~~severance ~~toward the launch of omidubicel, reduce operating expenses~~ and ~~extend cash runway,~~ ~~and~~other ~~seek~~employee ~~potential~~termination ~~commercial~~related orcosts, ~~strategic~~primarily ~~partnerships~~in tothe ~~maximize~~second ~~patient~~quarter ~~access~~of ~~to omidubicel~~2023.

~~We have initiated hiring~~Selling, general and ~~other~~administrative ~~expenditures in preparation for the potential commercialization of omidubicel.~~ (SG&A) ~~majority of the anticipated savings is in research and development~~ expenses.

103

Commercial expenses

Commercial expenses consist primarily of personnel costs, including share-based compensation, related to executive and commercial functions, preparation for the potential commercialization of omidubicel, and external consulting service fees.

General and administrative expenses

General and administrative expenses consist primarily of personnel costs, including share-based compensation, related to directors, executive, finance, and administrative functions, facility costs and external professional service costs, including legal, accounting and audit services and other consulting fees. Other significant expenses are related to audit, legal, regulatory and tax-related services, director and officer insurance premiums, executive compensation, and other customary costs associated with being a public company.

If omidubicel is approved for commercial sale, we anticipate that our general and administrative expenses will increase, and we anticipate an increase in payroll and expense as a result of our preparation for commercial operations, particularly as it relates to the sales and marketing of our product.

Financial expenses, net

Financial expenses, net, is include our financing expenses from the 2022 Notes and 2021 Notes, the fair value impact on our warrants and 2022 Notes, and financing expenses relating to the issuance of warrants, after deducting financing income from deposits and marketable securities.

Income taxes

We have yet to generate taxable income in Israel, as we have historically incurred operating losses resulting in carry forward tax losses totaling approximately $~~274~~348.9 4 million (including capital losses of $01.52 million) as of December 31, ~~2022~~2023. In addition, the US subsidiary has net operating losses carryforward of $3756.57 million for federal tax purposes as of December 31, ~~2022~~2023. We anticipate that we will continue to generate tax losses for the foreseeable future and that we will be able to carry forward these tax losses indefinitely to future taxable years. Accordingly, we do not expect to pay taxes in Israel until we have taxable income after the full utilization of our carry forward tax losses. We provided a full valuation allowance, to reduce deferred tax assets to their estimated realizable value, since it is more likely than not that all of the deferred tax assets will not be realized.

Analysis of Results of Operations

Comparison of the years ended December 31, ~~2022~~2023 and ~~2021~~2022

The following table summarizes our results of operations for the years ended December 31, ~~2022~~2023 and ~~2021~~2022:

	Year ended December 31,
	2022			2021
	2023			2022
	(in thousands)
Research and development expenses, net(1)	$	42,692			50,177
Net Revenue	$	1,784			-
Commercial expenses(1)		12,900			20,013
Cost of Sales		1,454			-
General and administrative expenses(1)		19,401			16,977
Excess capacity (1)	$	4,081			-
Total operating loss		74,993			87,167
Research and development expenses, net(1)		24,308			42,692
Financial expenses, net		4,382			2,626
Selling, general and administrative (1)		44,584			32,301
Loss		79,375			89,793
Other operating expenses		395			-
Total operating loss		73,038			74,993
Financial (income) expenses, net		(10,042	)		4,382
Loss		62,996			79,375

(1)	Includes share-based compensation expense as follows:

104

	Year ended December 31,
	2023		2022
	(in thousands)
Cost of sales	$	9		-
Excess capacity		120		-
Research and development expenses, net		1,199		1,890
Selling, general and administrative		4,183		3,151
Total share-based compensation	$	5,511		5,041

	Year ended December 31,
	2022		2021
	(in thousands)
Research and development expenses, net	$	1,890		1,384
Commercial expenses		1,284		947
General and administrative expenses		1,867		1,902
Total share-based compensation	$	5,041		4,233

Net revenue

Net revenue, first recognized in the third quarter of 2023, consisted of six units of Omisirge being delivered to transplant centers in 2023.

Cost of sales

Cost of sales, first recognized in the third quarter of 2023, consists of direct manufacturing and quality costs, including manufacturing depreciation, batch failure expenses, and royalty expenses.

Excess capacity

Excess capacity was $4.1 million in the year ended December 31, 2023, compared to zero expenses in the year ended December 31, 2022. The $4.1 million increase is due to the labor and manufacturing overhead costs incurred, above the amount of these costs absorbed in cost of sales as part of standard costs, because our facility was staffed to produce Omisirge that was not sold during 2023. In 2022, there was no excess capacity and no cost of sales because Omisirge had not yet received marketing approval from the FDA.

Research and development expenses, net

Research and development expenses, net, decreased by approximately $718.54 million to $4224.73 million in the year ended December 31, ~~2022~~2023 from $5042.27 million in the year ended December 31, ~~2021~~2022. The decrease of $18.4 million was ~~attributable~~primarily ~~mainly~~due to achange in reporting of $9.04 million, ~~decrease~~as inmedical ~~clinical~~affairs ~~activities~~and ~~relating~~indirect tosupply ~~the~~chain ~~conclusion~~and quality related expenses were classified as research and development expenses in 2022 and the first two quarters of ~~our~~2023, ~~omidubicel~~and ~~Phase~~were 3reclassified ~~clinical~~to ~~trial~~selling, general ~~offset~~and byadministrative anexpenses ~~increase~~starting ofin $0Q3 2023.8 ~~million~~The inremainder ~~clinical~~of ~~activities~~the ~~related~~decrease was primarily due to ~~GDA-201~~a ~~and~~decrease anin ~~increase~~clinical activities relating to the conclusion of ~~$0.4~~our ~~million~~omidubicel inPhase ~~headcount-~~3 clinical trial and the NK related ~~expenses~~clinical and research and development spend.

~~Commercial expenses~~76

~~Our commercial expenses decreased by approximately $7.1 million to $12.9 million in the year ended December 31~~Selling, ~~2022 from $20.0 million in the year ended December 31, 2021.~~ ~~The~~general ~~decrease was attributable mainly to an approximately $8.2 million decrease in launch readiness activities offset by a $1.1 million increase in salaries~~ and ~~benefits~~administrative ~~resulting from headcount-related~~ expenses.

Selling, general and administrative expenses increased by approximately $12.3 million to $44.6 million in the year ended December 31, 2023, from $32.3 million in the year ended December 31, 2022. The increase was attributable mainly to the change in reporting, as certain expenses that were classified as research and development during the entirety of 2022 and the first two quarters of 2023 were reclassified to selling, general and administrative starting in the third quarter of 2023. These expenses include indirect supply chain and quality expenses of $4.4 million (including related personnel costs of $1.9 million), and medical affairs expenses of $2.5 million that consisted primarily of personnel costs of $1.6 million. Additionally, sales and marketing expenses increased by approximately $4.3 to $17.2 million in the year ended December 31, 2023, from $12.9 million in the year ended December 31, 2022. General and administrative expenses increased by approximately $1.1 million to $20.5 million in the year ended December 31, 2023, from $19.4 million in the year ended December 31, 2022. The increase was attributable to higher professional services expenses, which were incurred in part in connection with our April public offering and our business development activities.

~~General~~In addition, ~~and~~we ~~administrative expenses~~have ~~increased~~annual byoperating ~~approximately~~lease ~~$2.4~~obligations ~~million~~related to ~~$19.4~~our ~~million~~Kiryat inGat ~~the~~and ~~year~~Boston ~~ended~~facilities ~~December~~in ~~31,~~aggregate ~~2022,~~of ~~up from~~ $~~17.~~0.9 million, ~~in the year~~which ~~ended~~is ~~December~~included ~~31,~~in ~~2021.~~cost ~~The~~of ~~increase~~sales ~~was~~and ~~attributable~~selling, togeneral ~~a $1.4 million increase to our corporate headquarters~~ and ~~headcount~~administrative ~~related~~ expenses, ~~and an increase of $1~~respectively.~~0 million in professional services expenses related to general company growth.~~

Financial expenses, net

Financial income/expenses, net, ~~increased~~ bywas ~~approximately~~ $110.80 million toof ~~$4.4~~income ~~million~~ in the year ended December 31, ~~2022~~2023, compared to $24.64 million of expenses in the year ended December 31, ~~2021~~2022. The ~~increase~~$14.4 million change in financial income was primarily due to $217.5 million of non-cash income related to the valuation of warrants liability, partially offset by an increase of $1.9 million in interest expenses related to the ~~closing~~2022 Note, $0.6 million of ~~our~~non-cash ~~2022~~loss ~~senior~~related ~~convertible~~to ~~note,~~the valuation of the Company’s ~~offset~~secured byconvertible asenior notes issued in December 2022, and $0.35 million ~~increase~~of inlower interest income ~~from cash management~~.

Critical Accounting Estimates

~~This~~We have ~~discussion~~been devoting substantially all of our efforts to support the commercialization of Omisirge and ~~analysis~~in pursuit of a strategic transaction. In the course of such activities and our ~~consolidated~~research ~~financial~~and ~~statements~~development ~~has~~activities, ~~been~~we ~~prepared~~have insustained ~~accordance~~operating ~~with~~losses ~~generally~~and ~~accepted~~we ~~accounting~~expect ~~principles~~such losses to continue in the ~~United~~foreseeable ~~States~~future. Our accumulated deficit as of December 31, 2023 was $479.8 million and negative cash flows from oroperating Uactivities during the year ended December 31, 2023 was $79.S1 million. ~~GAAP,~~We were unsuccessful in our efforts to seek a strategic transaction and as ~~set~~a ~~forth~~result, inwe are undertaking our restructuring process. Based on our assessment of our financial position at the ~~Financial~~date of ~~Accounting~~issuance ~~Standards~~of ~~Board,~~our orconsolidated ~~FASB,~~financial ~~Accounting~~statements ~~Standards~~for ~~Codification~~the year ended December 31, or2023, ~~ASC~~we believe that our existing capital resources will not be adequate to satisfy our expected liquidity requirements through the end of the second quarter of 2024.

Prior to 2021, we prepared our financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, as permitted in the United States, based on our status as a foreign private issuer. At the end of the 2021 fiscal year, we lost our status as a foreign private issuer, and became subject to the U.S. domestic filer requirements, one of which requires us to prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, or U.S. GAAP.

105

We are devoting substantially all of our efforts toward research and development activities. In the course of such activities, we have sustained operating losses and we expect such losses to continue in the foreseeable future. Our accumulated deficit as of December 31, 2022 was $416.8 million and negative cash flows from operating activities during the year ended December 31, 2022 was $70.4 million. We are planning to finance our operations from our existing and potential future working capital resources and we continue to evaluate additional sources of capital and financing. However, there is no assurance that additional capital and/or financing will be available to us, and even if available, whether it will be on acceptable terms or in the amounts required. Based on our assessment of our financial position at the date of issuance of our consolidated financial statements for the year ended December 31, 2022, we believe that our existing capital resources will be adequate to satisfy our expected liquidity requirements through the third quarter of 2023.

While our significant accounting policies are more fully described in the notes to our consolidated financial statements appearing elsewhere in this annual report on Form 10-K, we believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance, as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (i) it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (ii) changes in the estimate could have a material impact on our financial condition or results of operations.

Convertible notes

On December ~~February 15~~12, ~~2021~~2022, we entered into a ~~Note~~Loan ~~Purchase~~and Security Agreement, pursuant to which Gamida Cell ~~Ltd~~Inc.’s ~~wholly~~issued ~~owned U~~$25.S.0 ~~subsidiary,~~million ~~Gamida~~in ~~Cell~~aggregate principal ~~Inc.,~~amount ~~issued~~ in a convertible senior ~~notes~~note, or the ~~2021~~2022 ~~Notes,~~Note. ~~with~~The an2022 ~~aggregate~~Note ~~original~~bears ~~principal~~interest ~~amount~~ of ~~$75~~7.05% ~~million~~which inwill be paid on a ~~private~~quarterly basis ~~placement~~and monthly principal installment payments. The ~~2021~~ ~~Notes~~2022 Note are ~~guaranteed~~exchangeable, byat ~~Gamida~~the ~~Cell~~option ~~Ltd.~~of ~~pursuant~~the tolenders, aninto ~~Indenture,~~ordinary ~~dated~~shares at ~~February~~an ~~16,~~exchange ~~2021,~~rate ~~between~~of ~~Gamida~~0.52356 ~~Cell~~ordinary ~~Inc~~shares per $1.00 principal amount, ~~Gamida~~together ~~Cell~~with a make-whole premium equal to all accrued and ~~Ltd.,~~unpaid and ~~Wilmington~~remaining ~~Savings~~coupons ~~Fund~~due ~~Society,~~through ~~FSB,~~the ~~which~~maturity isdate. ~~filed~~The asexchange ~~exhibit~~rate is subject to ~~this~~adjustment ~~annual~~in ~~report~~the onevent ~~Form~~of ~~10-K~~ordinary share dividends, reclassifications and certain other fundamental transactions affecting the ordinary shares.

The 2021 Notes were issued on a senior unsecured basis, have a maturity date of February 15, 2026, bear 5.875% interest, and may be exchanged, at the election of the holder, for ordinary shares of Gamida Cell Ltd. at an initial per share price of $17.76, subject to adjustments. The net proceeds from the private placement were approximately $70.8 million after deducting placement agent fees, escrowed amounts and other expenses, and the transaction closed on February 16, 2021.77

On December 12, 2022, we entered into a Loan and Security Agreement, pursuant to which Gamida Cell Inc. issued $25.0 million in aggregate principal amount in a convertible senior note, or the 2022 Note. The 2022 Note bear interest of 7.5% which will be paid on a quarterly basis and monthly principal installment payments. The 2022 Note are exchangeable, at the option of the lenders, into ordinary shares at an exchange rate of 0.52356 ordinary shares per $1.00 principal amount, together with a make-whole premium equal to all accrued and unpaid and remaining coupons due through the maturity date. The exchange rate is subject to adjustment in the event of ordinary share dividends, reclassifications and certain other fundamental transactions affecting the ordinary shares.

We account for the 2021 Notes in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The 2021 Notes are accounted for as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives according to ASC 815-40.

We have elected the fair value option to measure the 2022 Note upon issuance, in accordance with ASC 825-10. Under the fair value option, the 2022 Note is measured at fair value each period with changes in fair value reported in the statements of operations. According to ASC 825-10, changes in fair value that are caused by changes in the instrument-specific credit risk will be presented separately in other comprehensive income (loss).

Share-based compensation

We account for share-based compensation in accordance with ASC No. 718 “Compensation - Stock Compensation,” or ASC No. 718, which requires companies to estimate the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the award is recognized as an expense over the requisite service periods, which is the vesting period of the respective award, on a straight-line basis when the only condition to vesting is continued service. We selected the binominal option-pricing model as the most appropriate fair value method for our option awards. The fair value of restricted shares, is based on the closing market value of the underlying shares at the date of grant. Since our initial public offering, the fair value of our ordinary shares has been determined based on the closing price of our ordinary shares on the Nasdaq Global Market. We recognize forfeitures of equity-based awards as they occur.

106

Recent Accounting Pronouncements

See note 2 of the accompanying audited consolidated financial statements for the year ended December 31, ~~2022~~2023.

Internal Control over Financial Reporting

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, could have a material adverse effect on our business, results of operation or financial condition. In addition, current and potential shareholders could lose confidence in our financial reporting, which could have a material adverse effect on the price of our ordinary shares. Pursuant to Section 404 and the related rules adopted by the SEC and the Public Company Accounting Oversight Board, our management is required to report on the effectiveness of our internal control over financial reporting. In addition, once we no longer qualify as an “emerging growth company” under the JOBS Act and lose the ability to rely on the exemptions related thereto discussed above, our independent registered public accounting firm will also need to attest to the effectiveness of our internal control over financial reporting under Section 404. We have completed the process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404 and whether there are any material weaknesses or significant deficiencies in our existing internal controls. Based on this process, our management concluded that our internal controls over financial reporting were effective as of December 31, ~~2022~~2023.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have incurred losses and negative cash flows from our operations. For the years ended December 31, ~~2022~~2023 and December 31, ~~2021~~2022, we incurred a net loss of $7963.40 million and $8979.84 million, respectively, and net cash of $7079.41 million and $8170.84 million, respectively, was used in our operating activities. As of December 31, ~~2022~~2023 and December 31, ~~2021~~2022 we had working capital of $4229.3 million and $7342.2 3 million, respectively, and an accumulated deficit of $~~413~~479.8 million and $~~337~~416.58 million, respectively. Our principal sources of liquidity as of December 31, ~~2022~~ 2023 and December 31, ~~2021~~2022 consisted of cash and cash equivalents ~~and marketable securities~~ of $6446.76 million and $9564.97 million, respectively.

At-the-Market Ordinary Shares Offering

On June ~~September 10~~5, ~~2021~~2023, we entered into an Amended and Restated Open Market Sale ~~Agreement~~AgreementSM under which we have the option to offer and sell our ordinary shares having an aggregate gross sales price of up to $50.0 million from time to time through Jefferies LLC. Pursuant to the Amended and Restated Open Market ~~Sales~~Sale Agreement and upon delivery of notice by the Company, Jefferies may sell our ordinary shares under an “at the market offering.” During the year ended December 31, ~~2022~~2023, we sold 140,~~540~~515,~~165~~620 ordinary shares for gross proceeds of $444.4 million, resulting in net proceeds of $443.21 million after deducting sales commissions and offering expenses of $01.2 3 million.

Highbridge Financings

On February 16, 2021, Gamida Cell Inc. sold $75 million of the 2021 Notes to certain funds managed by Highbridge Capital Management, LLC, which funds were accredited investors and qualified institutional buyers. The notes were sold at 100% of the principal amount thereof, are senior unsecured obligations of ours and will accrue interest at a rate of 5.875% per year and are governed by an indenture. Subject to certain limitations, the holders of the notes can elect to exchange the notes for our ordinary shares at an initial exchange rate of 56.3063 shares per $1,000 principal amount of notes (equivalent to an exchange price of $17.76 per share). The sale was made in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act. In connection with our restructuring process, all of the $75 million outstanding principal amount (plus accrued and unpaid interest, fees and expenses) under the 2021 Notes will be exchanged for all of the equity interests to be issued to Highbridge in the newly reorganized company.

~~107~~78

On December 12, 2022, we and our wholly owned subsidiary, Gamida Cell Inc., entered into the Loan Agreement, pursuant to which Gamida Cell Inc. borrowed an aggregate principal amount of $25.0 million through the issuance and sale of the 2022 Note to a fund managed by Highbridge Capital Management, LLC. The 2022 Note is exchangeable, at the option of the lenders, into our ordinary shares at an exchange rate of 0.52356 ordinary shares per $1.00 principal amount, together with a make-whole premium equal to all accrued and unpaid and remaining coupons due through the maturity date. The exchange rate is subject to adjustment in the event of ordinary share dividends, reclassifications and certain other fundamental transactions affecting the ordinary shares. We have fully and unconditionally guaranteed the obligations of Gamida Cell Inc. under the Loan Agreement and the 2021 Note and the obligations are secured by substantially all of our and our subsidiary’s assets. The ~~Loan Agreement~~2022 ~~and~~Note ~~the Notes~~ will mature on December 12, 2024, unless earlier repurchased, redeemed or exchanged in accordance with the terms, and bear interest at the annual rate of 7.50%, payable on a quarterly basis, with the interest rate increasing to 12.00% at any time ~~upon~~ upon any event of default under the Loan Agreement or certain failures to register the resale of the ordinary shares issuable pursuant to the Note. As part of our restructuring process, we expect that Highbridge will provide a new secured debt facility on completion of the restructuring that will include the remaining principal amount under the 2022 Note.

The indenture Loan Agreement ~~contains~~ both contain customary representations and warranties and covenants, including a $20.0 million minimum liquidity covenant and certain negative covenants restricting dispositions, changes in business and business locations, mergers and acquisitions, indebtedness, issuances of preferred stock, liens, collateral accounts, restricted payments, transactions with affiliates, compliance with laws, and issuances of capital stock. Most of these restrictions are subject to certain minimum thresholds and exceptions. Certain of the negative covenants ~~will~~ terminate with respect to the Loan Agreement when less than $5.0 million of principal amount is outstanding under the ~~Loan~~2022 ~~Agreement~~Notes.

Capital Resources

Overview

Through December 31, ~~2022~~2023, we have financed our operations primarily through private placements and public offerings of equity securities, the 2021 Notes, the 2022 Notes and through the grants received from the IIA. ~~See~~We ~~“Note~~also 5have –the ~~Convertible~~option ~~Senior~~to ~~Notes,~~offer ~~Net”~~and sell our ordinary shares having an aggregate gross sales price of up to $50.0 million from time to time under an “at the market offering” through Jefferies LLC, or our ~~Consolidated~~ATM ~~Financial~~facility. ~~Statements~~During the year ended December 31, 2022, we sold 1,540,165 ordinary shares for ~~further~~gross proceeds of ~~discussion~~$4.4 million, resulting in net proceeds of ~~our~~$4.2 ~~obligations~~million after deducting sales commissions and offering expenses of $0.2 million under our ATM facility. During the ~~2021~~year ~~Notes~~ended December 31, 2023, we sold 40,515,620 ordinary shares for net proceeds of $43.1 million, after deducting sales commissions under our ATM facility. In addition, on April 19, 2023, we entered into an underwritten public offering of 17,500,000 ordinary shares and ~~2022~~17,500,000 ~~Note~~accompanying warrants at a public offering price of $1.30 per ordinary share and accompanying warrant with Piper Sandler & Co., for net proceeds of $20.9 million, after deducting underwriting discounts and commissions and estimated offering expenses.

Cash flows

The following table summarizes our statement of cash flows for the years ended December 31, ~~2022~~2023 and ~~2021<~~

Filing Compare · Gamida Cell Ltd.