Gamida Cell: Cross-Border Prepack Preserves Omisirge Commercialization

Gamida Cell Inc., the US subsidiary of an Israeli cell therapy developer, filed chapter 11 on May 13, 2024 in the US Bankruptcy Court for the District of Delaware to implement a prepackaged plan tied to an Israeli Part X debt arrangement for its parent, Gamida Cell Ltd. The company developed Omisirge (omidubicel-onlv), the first FDA approved expanded cord blood product for stem cell transplantation, and sought a restructuring that preserved commercialization while converting Highbridge held debt into new equity. The restructuring support agreement was announced on March 27, 2024. The announcement contemplated new capital, a debt to equity conversion, and contingent value rights for legacy shareholders.

The US prepack moved fast. The plan was confirmed on May 22, 2024 and became effective on May 24, 2024. At the same time, the chapter 15 case secured recognition and enforcement of the Israeli arrangement, with the Recognition Order and Enforcement Order entered on May 15, 2024. Counsel characterized the combined structure as the first US recognition of Israeli arrangement.

Debtor (Chapter 11)	Gamida Cell Inc.
Foreign Debtor (Chapter 15)	Gamida Cell Ltd.
Court	United States Bankruptcy Court for the District of Delaware
Chapter 11 Case Number	24-11003 (JKS)
Chapter 15 Case Number	24-10847 (JKS)
Judge	Hon. J. Kate Stickles
Chapter 11 Petition Date	May 13, 2024
Chapter 15 Petition Date	April 22, 2024
Plan Type	Prepackaged chapter 11 plan of reorganization
Confirmation Date	May 22, 2024
Effective Date	May 24, 2024
Final Decree	June 28, 2024
Israeli Court Approval	May 8, 2024
Prepetition Unsecured Notes	$75 million principal
Prepetition Secured Notes	~$4.4 million outstanding
Exit Facility Commitment	$49 million total commitment
New Money (Tranche A)	$30 million term loan
Claims Agent	Kroll Restructuring Administration LLC
Debtor Counsel	Cooley LLP
Co-Counsel	Blank Rome LLP
Equity Treatment	Existing equity canceled; CVRs up to $27.5 million

Restructuring

Gamida used a coordinated prepack strategy. The chapter 11 case implemented a plan for the US operating subsidiary while the chapter 15 case recognized and enforced the Israeli Part X arrangement for the parent. The First Day Declaration described a restructuring support agreement with Highbridge dated March 26, 2024, a prepetition solicitation starting April 17, 2024, and a target completion by May 24, 2024. The Scheduling Order set a combined disclosure statement approval and confirmation hearing for May 22, 2024, compressing the timeline and allowing the plan to be confirmed nine days after filing.

Value preservation focus. The plan was designed to preserve Omisirge commercialization while converting debt into equity. That objective shaped the speed of the process and the reliance on prepetition solicitation. It also influenced the exit facility structure, which provided a term loan and a delayed draw component to fund ongoing commercialization without returning to the public markets immediately. The restructuring announcement said the company would receive new capital and remain a going concern.

Combined hearing mechanics. The combined hearing approach reduced administrative drag. The Scheduling Motion and order laid out objection deadlines and notice publication in USA Today and The New York Times, creating a record that supported confirmation without extended litigation. The Confirmation Order approved the disclosure statement and confirmed the plan in a single order. It also provided that voting classes accepted the plan and that releases and exculpation were approved.

Operational first day relief. Even in a prepack, the debtor needed operational orders to keep payroll, benefits, and bank accounts running during the confirmation window. The Employee Benefits Motion described a workforce of 36 employees and outlined monthly costs for health and welfare benefits and a 401(k) safe harbor contribution, along with payroll tax obligations for the prior pay period. The Cash Management Motion described four bank accounts, a credit card collateral account, and average monthly bank fees, and it authorized continued use of the existing cash management system. These items are small in absolute dollars compared with large chapter 11 cases, but they show how even a short prepack relies on basic operational relief to avoid disruptions.

Company Background and Omisirge

Gamida Cell was founded in 1998 in Jerusalem and built a platform around nicotinamide (NAM) technology to expand cord blood derived stem cells and natural killer cells. The US subsidiary, Gamida Cell Inc., commercialized the lead product while manufacturing took place in Israel, with cord blood shipped to Kiryat Gat for a multi week manufacturing process and then shipped to US transplant centers, as described in the First Day Declaration.

Omisirge (omidubicel-onlv) is the core value driver. The FDA approved Omisirge on April 17, 2023 for adults and pediatric patients age 12 and older with hematologic malignancies who need allogeneic stem cell transplantation, and the product received breakthrough therapy, priority review, and orphan drug designations. The FDA describes Omisirge as the first FDA approved expanded cord blood. The company described it as a NAM modified expanded cord blood product.

Clinical and manufacturing profile. Pharmacy Times described cultured and non cultured fractions and the use of vitamin B3 to expand cells. Bankruptcy filings add that the process takes approximately 21 days and requires international shipping, which increases fixed costs and makes scale up capital intensive. The same filings estimate a net selling price around $300,000 per patient and an addressable market below 10,000 transplants per year, highlighting a high price, low volume profile.

Commercialization constraints. The companys 2023 revenue was modest at roughly $1.78 million, reflecting a launch that was still ramping when the restructuring began, as described in the first day declaration. The company described a lean launch strategy, targeting 40 transplant centers by 2024 after onboarding 17 centers in 2023. The combination of high fixed manufacturing costs, modest early revenue, and a narrow market made the capital structure fragile when capital markets tightened.

Gamida Cells funding history underscores how long the company operated in development mode before commercialization. In September 2018, the company filed for a Nasdaq IPO and targeted a $50 to $75 million raise with a $300 million valuation target. The IPO priced at $8.00 per share with a market capitalization around $200 million. Crunchbase lists roughly $292.8 million of total funding across 13 rounds and shows Highbridge Capital Management as the most recent investor. That funding profile reflects a long development timeline and a reliance on capital markets to support clinical programs and manufacturing scale up.

Drivers of Distress

Gamida Cells distress was not tied to a single failed asset; it was a mismatch between a high cost commercialization model and limited access to incremental capital. The First Day Declaration describes a PDUFA delay that pushed the approval date from January 30, 2023 to May 1, 2023, a delay that disrupted fundraising plans during a critical runway period. That delay left the company funding a heavy fixed cost base while still pre revenue. When Omisirge approval arrived in April 2023, the company had to launch with constrained resources and a limited ability to scale manufacturing quickly.

Capital markets headwinds. Gamida had already cycled through multiple fundraising stages, including an IPO that priced below its original range with a market capitalization around $200 million at listing. As the public markets for pre revenue biotech companies tightened, raising follow on equity became more difficult. The restructuring narrative described limits on authorized shares and declining trading prices, making equity issuance less viable, while the strategic alternatives process produced no buyer or partner willing to fund commercialization. Those constraints left Highbridge, already the primary lender, as the logical sponsor of a recapitalization.

Cash burn and liquidity pressure. Public disclosures and bankruptcy filings point to a monthly cash burn around $7 million by early 2024. The year end 2023 disclosure reported negative cash flow around $7 million per month and projected cash balances of $22.9 million, a runway that left little room for delays or commercialization setbacks. The First Day Declaration also notes a minimum liquidity covenant under the secured notes that was approaching breach by February 2024, pushing the company toward a restructuring rather than continued runway extensions.

Strategic alternatives and market constraints. The company pursued a strategic review that included financing, M and A, and asset sale alternatives, but it did not yield actionable transactions. BioSpace also reported a lean launch strategy and a slow expansion of transplant centers, which limited revenue acceleration even after FDA approval. Combined with share price declines and constraints on authorized shares, the company faced limited options for equity capital raising. The restructuring announcement described a debt to equity conversion supported by Highbridge and new capital commitments as the viable path to preserve the operating business.

Capital Structure and Exit Facility

Gamida Cells capital structure was dominated by two Highbridge held instruments. The unsecured side consisted of $75 million in 5.875% convertible senior notes due 2026 held by Highbridge funds, while the secured side consisted of 7.50% exchangeable first lien notes due 2024 with approximately $4.4 million outstanding at the petition date, as set out in the Amended Plan and First Day Declaration. With a single sponsor lender controlling both tranches, the restructuring could be built around a consensual debt to equity exchange rather than a contested valuation fight.

Debt to equity mechanics. The plan provided that the unsecured notes would convert into 100% of the new common equity of the reorganized structure. Existing equity interests were canceled, and former shareholders received CVRs capped at $27.5 million. The secured notes were effectively refinanced through the exit facility, which allocated a tranche of term loans to the secured note holders.

The exit facility is central to the go forward liquidity plan. The Plan Supplement term sheet described a $49 million plus facility with three tranches, a five year maturity, and pricing at SOFR plus 850 basis points with a 2.00% floor. Interest is payable in kind for the first year and cash thereafter, and the facility includes standard covenants such as minimum liquidity. The structure provided immediate liquidity while limiting near term cash interest, which is critical for a product launch that has high fixed costs and a slow ramp.

Coordinated Chapter 11 and Chapter 15 Process

The restructuring relied on parallel proceedings. The parent company, Gamida Cell Ltd., commenced an Israeli Part X debt arrangement on March 27, 2024 and then sought chapter 15 recognition in Delaware to enforce the arrangement in the United States. The Chapter 15 Petition framed the foreign proceeding as the main venue for the parent level debt arrangement, while the chapter 11 case provided a US plan framework for the operating subsidiary. The Recognition Order granted foreign main proceeding status and applied the automatic stay with respect to US assets.

Enforcement order and cross border implementation. The Enforcement Order recognized and gave full force and effect to the Israeli confirmation order and directed certain parties to take administrative actions needed to implement the debt arrangement, including actions by DTC and the note trustee. The order also contained an exculpation standard for directed parties, with carve outs for gross negligence and willful misconduct, and it approved a securities law exemption for contingent value rights under section 1145. Those provisions reduced the execution risk of implementing the equity conversion and CVR issuance across jurisdictions.

The restructuring announcement described CVRs capped at $27.5 million and noted that existing equity would be canceled, a structure that reduces transaction friction for legacy shareholders. For a cross border restructuring, the ability to bind US based holders through recognition and enforcement orders is a critical step, particularly when a Delaware debtor has public securities that must be canceled or exchanged at DTC.

Market precedent. Counsel described the coordinated process as the first US recognition of an Israeli restructuring in this manner. For creditors and shareholders, the chapter 15 orders provided a legal bridge that allowed the Israeli arrangement to be implemented against US based securities positions and to secure US recognition for the CVR structure.

Plan Terms, Releases, and Outcomes

The plan classified claims into seven classes, with unsecured notes and secured loans as the only voting classes. The filing reported that Classes 3 and 4 voted and accepted the plan, while Classes 1, 2, and 5 were unimpaired and deemed to accept, and Class 7 was deemed to reject. The Amended Plan also set out that secured note holders received exit facility loans on a dollar for dollar basis and the unsecured notes converted into 100% of the new common equity.

The SEC disclosure confirms that the plan was confirmed under sections 1129(a) and (b) and that release, exculpation, and injunction provisions were approved. That filing also records the effective date and the voting outcomes, providing a public market view of the same milestones described in the Confirmation Order.

Release structure and opt in mechanics. The Disclosure Statement and Confirmation Order describe two way releases: a debtor side release in favor of consenting creditors and a consenting creditor release in favor of debtor parties, with the creditor release implemented on an opt in basis. The exculpation standard carved out gross negligence, willful misconduct, and actual fraud, and the plan injunction barred actions on released and discharged claims after the effective date. These provisions were important to finalize the restructuring quickly and avoid post confirmation litigation.

Effective date and closure. The plan became effective on May 24, 2024. The Final Decree entered on June 28, 2024 closed the case and terminated Krolls noticing services subject to wind down tasks. The short gap between filing and closure underscores the prepack structure and the lack of contested litigation.

Post emergence ownership and operations. Public reporting indicates that Highbridge became the sole equity owner and the company delisted from Nasdaq following the restructuring. The same report noted workforce reductions and the closure of the Jerusalem development center, while manufacturing continued at the Kiryat Gat facility. These changes reflect the focus on preserving Omisirge commercialization while aligning costs with a smaller scale launch.

Professional oversight. The court approved retention of Cooley LLP as debtor counsel, Blank Rome LLP as co counsel, and Kroll Restructuring Administration LLC as administrative advisor and claims agent. Final fee orders approved modest professional fees, reflecting the compressed timeline and prepack structure.

Frequently Asked Questions

What is Gamida Cell?

Gamida Cell is an Israeli cell therapy company founded in 1998 that developed Omisirge, a NAM modified expanded cord blood therapy for stem cell transplantation. FDA materials describe Omisirge as the first FDA approved expanded cord blood.

Why did Gamida Cell file for chapter 11?

The company faced a combination of a delayed PDUFA date, slow commercialization, and negative cash flow around $7 million per month, which constrained liquidity and pushed it toward a debt supported restructuring, as described in the First Day Declaration.

How fast was the chapter 11 case?

The prepack was confirmed nine days after filing. The petition was filed May 13, 2024 and the Confirmation Order was entered May 22, 2024, with an effective date two days later.

What happened to the $75 million convertible notes?

Highbridge held the 5.875% convertible senior notes and converted that $75 million principal into 100% of the reorganized equity under the plan. The conversion took the company private and aligned ownership with the primary lender.

What is Omisirge and why is it important?

Omisirge (omidubicel-onlv) is the first FDA approved expanded cord blood product for stem cell transplantation. The product received breakthrough therapy and priority review designations, and the manufacturing profile is described in FDA materials and the approval release. The restructuring was designed to keep commercialization moving while the capital structure was reset.

What is the exit facility?

The exit facility is a first lien credit facility with $49 million plus in commitments, including a $30 million new money tranche, a tranche allocated to secured note holders, and a $15 million delayed draw component. The term sheet sets pricing at SOFR plus 850 basis points with a 2.00% floor and a five year maturity (Plan Supplement term sheet).

Why was a chapter 15 case needed?

The chapter 15 proceeding recognized and enforced the Israeli Part X debt arrangement for the parent company in the United States. The Recognition Order and Enforcement Order provided US effect to the Israeli confirmation order and included section 1145 relief for the CVR issuance.

What did shareholders receive?

Existing equity interests were canceled, but former shareholders received CVRs capped at $27.5 million.

Did Gamida Cell delist from Nasdaq?

Yes. Reporting on the restructuring indicates the company delisted and became privately held after Highbridge took full ownership.

Who is the claims agent for Gamida Cell?

Kroll Restructuring Administration LLC serves as the claims and noticing agent. The firm maintains the official claims register and distributes case notifications to creditors and parties in interest, as reflected in the claims agent Retention Application.

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