Gamida Cell, a company involved with the development of NAM-enabled cell therapies for patients with hematologic and solid cancers and other serious diseases, entered into a commitment letter with certain funds managed by Highbridge Capital Management, pursuant to which Highbridge has committed to provide a $25 million senior secured, convertible term loan.
The commitment letter does not represent a definitive credit facility and is subject to certain conditions, including the consummation of a Gamida Cell equity offering resulting in gross proceeds of not less than $20 million. The commitment letter provides, among other things, for: a maturity date 24 months from the closing date for the term loan and an annual interest rate of 7.50%, subject to increase to 12.00% upon the occurrence of certain events, payable on a quarterly basis and, subject to certain conditions, payable in Gamida Cell’s ordinary shares which will be valued at 95% of the volume weighted average price over a period to be agreed upon. Obligations under the term loan will be secured by substantially all of our assets and the assets of our subsidiaries.
Subject to certain limitations, the lenders will be entitled to convert the term loan, together with a make-whole premium, equal to all accrued and unpaid, and remaining coupons due through the maturity date, into Gamida Cell’s ordinary shares at a conversion price to be equal to a 35% premium to the arithmetic mean of the volume weighted average price of Gamida Cell’s ordinary shares for the three-trading day period commencing on Sept. 28, 2022, which price is subject to adjustment in the event of ordinary share dividends, reclassifications and certain other fundamental transactions affecting the ordinary shares. Subject to certain conditions, the term loan will be immediately callable at 100% of the principal amount plus accrued and unpaid interest to the redemption date, plus the make whole amount, plus a redemption premium of 5%. Commencing four months after the closing date for the term loan, Gamida Cell will begin monthly repayments on the term loan of principal and accrued but unpaid interest on such amount with the make-whole amount. Such installment payments can be paid to Highbridge in either cash or stock.
Gamida Cell expects to pay certain fees and expenses of Highbridge and to enter into a registration rights agreement with Highbridge, pursuant to which Gamida Cell will be required to file a registration statement registering the resale by Highbridge of any ordinary shares of Gamida Cell issuable pursuant to the terms of the term loan within 30 days after the closing date for the term loan.
