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, 2023

 OR

 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

 (Registrant's 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, 2023 (the last day of the registrant's
most recently completed second fiscal quarter) based on the closing sale price of $1.93 as reported on the Nasdaq Global Market as of
that date was approximately $ 216.7 million.

 The registrant had 154,050,953
ordinary shares outstanding as of March 22, 2024.

 Documents incorporated by reference:
 None.

 Table
of Contents

 Page

 FORWARD LOOKING STATEMENTS

 ii

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosure

 Item 5.

 Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results OF OPERATIONS

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdiction That Prevents Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 Item 13.

 Certain Relationships and Related Transactions and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 - 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:

 the progress and potential outcome of our ongoing restructuring
process and voluntary restructuring proceeding;

 our estimates regarding the commercial potential of, and our commercialization plans for, our allogeneic
cell therapy, Omisirge (omidubicel-only);

 the clinical utility and potential advantages of Omisirge and any product candidates;

 our estimates regarding recurring losses from operations, capital requirements and financial runway;

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

 our ability to manufacture Omisirge and any product candidates at levels sufficient for commercialization
or clinical development, as applicable;

 our ability to maintain and manage existing collaborations and relationships that are critical to our
operations and to obtain and maintain appropriate terms with our current or future collaborators and other third parties;

 the impact of government laws and regulations;

 the impact of political, 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 effects that other geopolitical events or macroeconomic 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 -

 Item 1. 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. On April 17, 2023, the U.S. Food and Drug Administration, or FDA, approved
Omisirge (omidubicel-onlv), the first and only FDA-approved nicotinamide modified cell therapy donor source for allogeneic stem cell transplant,
for use in adult and pediatric patients 12 years and older with hematologic malignancies who are planned for umbilical cord blood transplantation
following myeloablative conditioning to reduce the time to neutrophil recovery and the incidence of infection.

 In the 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
results of this reprioritization were a reduction in force of approximately 17% of our workforce, completed in the second quarter of 2023,
closure of our Jerusalem research and development facility and termination of work on our preclinical NAM NK pipeline programs. We undertook
these reprioritization efforts after unsuccessfully seeking a strategic partnership or other transaction, such as a royalty financing,
licensing, collaboration or other similar transaction. We first engaged Moelis & Company LLC in July 2020 to pursue a royalty financing
or other similar transaction related to Omisirge. Most recently, in April 2023, we engaged Moelis & Company LLC as our financial advisor
and commenced a strategic 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 this recent strategic review process, our board of directors explored a range
of alternatives, including an asset sale, merger, financing, licensing, and capital restructuring options. To date, this strategic review
process has not yielded any viable strategic alternatives.

 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, or 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 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 connection with our restructuring
process and in order to attempt to extend our financial resources beyond the second quarter of 2024, we are planning to further reduce
operating expenses, primarily through a workforce reduction plan pursuant to which we expect to downsize our current workforce by approximately
25% by the closing of the restructuring process. Affected employees will be offered separation benefits, including severance payments
and temporary healthcare coverage assistance, which severance payments are required under applicable Israeli law. Each affected employee's
eligibility for the separation benefits is contingent upon such employee's execution of a separation agreement that includes a
general release of claims against us. We estimate that the severance and termination-related costs will be approximately $1.8 million,
and we expect to record these charges in the second quarter of 2024. Our remaining employees will continue to support the commercialization
of Omisirge and complete our restructuring process. The costs that we expect to incur in connection with our restructuring process, including
the workforce reduction, are subject to a number of assumptions, and actual results may differ materially from these expectations. We
may incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, our restructuring
process and the workforce reduction plan. See "Item 1A: Risk Factors – Risks Related to Our Financial Position and Restructuring
Process" for additional information.

 Cell therapies involve the
delivery of human cells to replace or repair damaged tissue or cells in order to treat a variety of cancers and other diseases. Hematopoietic
stem cell transplantation with donor cells, or allogeneic HSCT, also called bone marrow transplantation, is the most frequently used cell
therapy to treat a variety of hematologic malignancies and other serious conditions. HSCT involves reconstituting a patient's bone
marrow from a population of stem and progenitor cells obtained from a donor whose blood-forming and immune-system-forming cells are effective
at carrying out their functions.

 There are multiple sources
of donor cells. The best source for donor cells is often viewed as a sibling who is a matched related donor, or MRD, but the chances of
having a sibling match in the United States are only 25% to 30%. The majority of patients rely on alternate sources of donor cells, including
matched unrelated donor, or MUD, haploidentical, or "half-matched" donors, and mismatched unrelated donor, or MMUD, as well
as umbilical cord blood. However, due to the need for genetic matching between the patient and the donor, and the potential for disease
progression and other complications during the time needed to find a suitable donor, many patients cannot find an appropriate donor.

 According to the Center for
International Blood and Marrow Transplant Research, in the United States, there are approximately 8,000 patients above the age of 12 with
hematologic malignancies who undergo an allogeneic stem cell transplant each year, and we believe that number of patients may grow over
time. We estimate that there are approximately 1,700 patients each year, who are above the age of 12 and are deemed eligible for an allogeneic
stem cell transplant but cannot find an appropriate 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 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 current launch
trajectory.

 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 of Omisirge
in the United States. Our strategy is to ensure Omisirge is made available to appropriate patients, including by initially launching
Omisirge ourselves in the United States. We have conducted market insight studies to understand the unmet needs that Omisirge can potentially
address. Based on our current launch trajectory, Omisirge has the potential to treat approximately 1,000 patients each year at peak market
share, which would be approximately 10% of the addressable U.S. patient population.

 Commencement of restructuring
process. In 2023, we completed a strategic reprioritization of our pipeline
to focus our financial resources on supporting the commercialization of Omisirge, reengaged Moelis & Company LLC as our financial
advisor, and commenced a strategic review process seeking to secure a transaction that would support expanded access to Omisirge for patients
and maximize value for our stakeholders. To date, this strategic review process has not yielded any viable strategic alternatives. As
a result, we entered into the Support Agreement with Highbridge to restructure all of our outstanding equity and debt in a voluntary restructuring
proceeding in Israel, and we continue to reduce our operating expenses as we complete our restructuring process in order to maximize value
for our stakeholders.

 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 Omisirge) compared to CD34+ cells grown in the absence of NAM. Analyses
showed that the presence of NAM reduced the expression of genes involved in the production of reactive oxygen and nitrogen species, suggesting
that cell stress was minimized during expansion. In addition, NAM also decreased growth factor of pathways responsible for 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
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 Omisirge.

 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 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 na ve, 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.

 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. 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 Omisirge manufacturing process also enhances
cell functionality.

 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).

 Omisirge, 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.

 Omisirge is a stem cell graft
with less stringent matching requirements than conventional HSCT, intended to reduce problems with donor matching. If approved, this will
provide an option for the patients who currently have lengthy searches to find a suitable match and may never receive one, thereby creating
an opportunity to improve outcomes and access to HSCT for such patients.

 Omisirge is designed to deliver
a therapeutic dose of stem cells that may lead to rapid engraftment and immune reconstitution.

 Omisirge provides a compatible
graft, observed to reduce morbidities including GvHD and infections.

 Given these characteristics,
Omisirge may serve as a new alternative to existing graft modalities as well as expand the transplant market for those who are unable
to find a match.

 Omisirge has Breakthrough
Therapy Designation from the FDA. Additionally, Omisirge received orphan drug designation from both the FDA and from the European Commission
for the indication haematopoietic stem cell transplantation. On April 17, 2023, Omisirge received FDA approval for use in adult and pediatric
patients 12 years and older with hematologic malignancies planned for umbilical cord blood transplantation following myeloablative conditioning.

 Omisirge for the Treatment of Bone
Marrow Failure Disorders

 In addition to hematologic
malignancies, we have pursued the development of Omisirge 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 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. 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.

 Omisirge for the Treatment of Non-Malignant
Disorders

 Omisirge has also been 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 Omisirge in conjunction
with a standard unit of cord blood, and three patients with standalone 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
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 Omisirge has potential to replace other allogeneic HSCT procedures in certain hematologic diseases
and some metabolic disorders.

 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.

 There 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.

 Manufacturing

 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. We have commercially manufactured Omisirge for sale in the United States at our Kiryat
Gat, Israel manufacturing facility since 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 clinical trial, and, we currently rely on third parties for supply of our required raw materials and active ingredients for Omisirge.

 Marketing, Sales and Distribution

 Our strategy is to ensure
Omisirge is made available to appropriate patients. The commercial launch of Omisirge in the United States, which was highly focused due
to our limited financial runway and available cash balance, has resulted in a slow ramp of sales. We have conducted market insight studies
to understand the unmet needs that Omisirge can potentially address. Based on the current launch trajectory, we anticipate that Omisirge
has the potential to treat approximately1,000 patients, or 10% of the addressable stem cell transplant market annually at peak market
share.

 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, 2023,
we own 28 issued patents and 56 pending patent applications worldwide, including eight U.S. issued patents, six pending U.S. non-provisional
patent applications and three pending PCT applications.

 We 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 one issued 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, and Japan. In addition, we own four pending U.S. non-provisional patent applications,
one pending PCT patent application and 33 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 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.

 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. 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.

 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
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 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 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 to the know how developed by us with the funding received in such consortium program. As of December 31, 2023, we had accrued
royalties of $61 thousand, which were paid to the IIA in the first quarter of 2024. As of December 31, 2023, we have received $37.1 million
in grants from the IIA, of which $2.6 million is non-royalty bearing grants. Our total outstanding obligation to the IIA, through December
31, 2023, amounts to approximately $43.7 million of which $9.3 million is interest 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
Omisirge.

 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 a 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

 preparation of and submission
to the FDA of a Biologics License Application, or BLA, after completion of all pivotal clinical trials

 a determination by the FDA within
60 days of its receipt of a BLA to file the application for review satisfactory completion of an FDA Advisory Committee review,
if applicable

 satisfactory completion of an
FDA pre-approval inspection of the manufacturing facility or facilities at which the proposed product is produced to assess compliance
with current Good Manufacturing Practices, or cGMP, and to assure that the facilities, 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

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

 Clinical 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.

 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. 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
authorities and private whistleblowers have investigated pharmaceutical companies for or asserted liability under the FCA for a variety
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.

 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.

 Coverage and Reimbursement

 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.

 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 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. In addition, 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. This Health Technology Assessment, or HTA, process 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.

 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 2032, unless additional U.S. Congressional
action is taken. 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
for the government to recover overpayments to providers from three to five years. Additional changes that may affect our business 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
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 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. Further in response to the Biden administration's
October 2022 executive order, on February 14, 2023, HHS released a report outlining three new models for testing by the CMS Innovation
Center 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.

 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 Omisirge
is sold in a country outside of the United States, we would be subject to similar non-U.S. laws and regulations, which may include, for
instance, applicable 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.

 Data Privacy and Security Laws

 In the ordinary course of
our business, we may process personal or sensitive data. Accordingly, we are or may become, subject to numerous data privacy and security
obligations, including federal, state, local, and foreign laws, regulations, guidance and industry standards related to data privacy and
security. Such obligations may including, without limitation, the Federal Trade Commission Act, the Controlling the Assault of Non-Solicited
Pornography and Marketing Act of 2003, the California Consumer Privacy Act of 2018, or the CCPA, the European Union's General Data
Protection Regulation 2016/679, or EU GDPR, the EU GDPR as it forms part of United Kingdom law by virtue of section 3 of the European
Union (Withdrawal) Act 2018, or UK GDPR, Israel's Protection of Privacy Law and Singapore's Personal Data Protection Act.
Several states within the United States have enacted or proposed data privacy and security laws. For example, Virginia passed the Consumer
Data Protection Act, and Colorado passed the Colorado Privacy Act. Additionally we are, or may become subject to various U.S. federal
and state consumer protection laws which require us to public statements that accurately and fairly describe how we handle personal data
and choices individuals may have about the way we handle their personal data.

 The 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.

 Foreign data privacy and security
laws (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.

 Employees

 As of December 31, 2023, we had 145 full-time employees and 3 part-time
employees, 99 of whom are based in Israel and 46 of whom are based in the United States. Of these employees, 22 are primarily engaged
in research and development activities and 123 are primarily engaged in manufacturing, general and administrative and commercialization
matters. A total of 14 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
for work-related accidents, recuperation pay and travel expenses. We generally provide our employees with benefits and working 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 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 (

 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 1a. Risk 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
a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial
condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited
to, risks related to, the following:

 We may not be able to continue as a going concern and holders of our ordinary shares could suffer a total
loss of their investment.

 Pursuant 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,
or CVRs, which may have no value.

 Pursuit of a strategic transaction has consumed a substantial portion of the
time and attention of our management and we expect that our restructuring process will continue to consume the attention of our management,
which may have an adverse effect on our business and results of operations, and we may face increased levels of employee attrition. In
addition, the third-party costs associated with a potential strategic transaction have been and will continue to be significant.

 While we complete our restructuring process, we will be subject to the risks and uncertainties associated with voluntary restructuring proceedings in Israel.

 We have not generated significant revenue from product sales and may never be profitable.

 We are heavily dependent on the success of Omisirge, including obtaining regulatory approvals in geographies
outside of the United States, and if Omisirge is not successfully commercialized, our business will be adversely affected.

 We have limited experience producing Omisirge at commercial levels and we have limited experience operating
a cGMP compliant 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 commercial launch of Omisirge or enter into agreements with third parties to market and sell
Omisirge, we may be unable to generate sufficient product revenue.

 Sales of Omisirge will be limited unless it achieves broad market acceptance by physicians, patients,
third-party payers, hospital pharmacists and others in the medical community.

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

 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.

 Omisirge and the administration process may cause undesirable side effects or have other properties 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.

 Omisirge will remain subject to regulatory scrutiny.

 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.

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

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

 Even though Omisirge is approved by the FDA for marketing in the 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.

 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.

 Failure or perceived failure to comply with existing or future laws, regulations, contracts, self-regulatory
schemes standards and other obligations related to data privacy and security (including security incidents) could harm our business. Compliance
or the actual or perceived failure to comply with such obligations could increase the costs of our products/services, limit their use
or adoption, and otherwise negatively affect our operating results and 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. We have a relationship with a single supplier, Miltenyi Biotec GmbH, for certain equipment (columns and beads) necessary to manufacture our product.

 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.

 We face a variety of challenges and uncertainties associated with our dependence on the availability of
CBUs at cord blood banks for the manufacture of Omisirge.

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

 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 Financial Position and
Restructuring Process

 We may not be able to continue as a going
concern and holders of our ordinary shares could suffer a total loss of their investment.

 Our cash balance as of December
31, 2023 was $46.6 million. Our preliminary estimated unrestricted cash balance as of March 15, 2024 was $28.5 million, reflecting a monthly
burn rate of $7.2 million, which we expect to continue. These conditions raise substantial doubt about our ability to continue as a going
concern beyond the second quarter of 2024. We have incurred net losses each year since our inception in 1998, including net losses of
$63.0 million and $79.4 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, we had an accumulated
deficit of $479.8 million.

 Although we have implemented significant cost reductions and other
cash-focused measures to manage liquidity, including implementing a workforce reduction of 25% of our workforce as announced on March
27, 2024, without restructuring our substantial debt, we will not have the necessary cash resources for our operations and to pay our
outstanding obligations under the 2022 Notes (as defined below) and the 2021 Notes (as defined below) as they become due. As of March
15, 2024, we owed approximately $5.0 million under our senior secured exchangeable notes issued on December 12, 2022, or the 2022 Notes,
and we owed approximately $75.0 million under our senior unsecured exchangeable notes issued on February 16, 2021, or the 2021 Notes,
and we have ongoing payment obligations under each of these notes. With the goal of maximizing value for our stakeholders, on March 26,
2024, we entered into the Support Agreement with Highbridge, pursuant to which we and Highbridge have agreed to restructure all of our
outstanding equity and debt in a voluntary restructuring proceeding that is governed by Israeli law, referred to as our restructuring
process. If we are unable to complete our restructuring process as contemplated by the Support Agreement, we will likely enter involuntary
insolvency proceedings in Israel and wind down our operations. There will be significant costs associated with such proceedings and wind
down, such as separation of employees and termination of contracts, and we could owe certain taxes on any such transaction. If we enter
involuntary insolvency proceedings, we expect that 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.

 Pursuant 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.

 If our restructuring process is completed as contemplated by the Support
Agreement, Gamida Cell Ltd. will be a newly reorganized 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. No cash or other consideration will be 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.

 When issued, the CVRs will require cash payments to CVR holders of:
(i) $10 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 Company's NK cell platform within four years following the effective date of the restructuring. The CVRs will not be transferable,
will not have any voting or dividend rights, and interest will not accrue on any amounts potentially payable on the CVRs. Accordingly,
the right of any shareholder of record as of the completion of our restructuring process to receive any future payment on or derive any
value from the CVRs will be contingent solely upon the achievement of the foregoing events within the time periods specified. For the
year ended December 31, 2023, we had $1.8 million of net revenues from sales of Omisirge, which were solely in the United States. Accordingly,
there can be no assurance that Omisirge will be successfully commercialized or that the newly reorganized company will be able to achieve
the revenues required or regulatory milestone for any payment under the CVRs. If these events are not achieved for any reason within the
time periods specified, no payments will be made under the CVRs, and the CVRs will be expire without value. Furthermore, the CVRs will
be unsecured obligations and all payments under the CVRs, all other obligations under the CVR Agreement and the CVRs and any rights or
claims relating thereto will be subordinated in right of payment to the prior payment in full of all current or future senior obligations
or the reorganized company. Finally, the Israeli and U.S. federal income tax treatment of the CVRs is unclear. There is no legal authority
directly addressing the Israeli or U.S. federal income tax treatment of the receipt of, and payments on, the CVRs, 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.

 Pursuit of a strategic transaction has
consumed a substantial portion of the time and attention of our management and we expect that our restructuring process will continue
to consume the attention of our management, which may have an adverse effect on our business and results of operations, and we may face
increased levels of employee attrition. In addition, the third-party costs associated with our restructuring process have been and will
continue to be significant.

 While we complete our restructuring
process, our management has and will continue to be required to spend a significant amount of time and effort focusing on the potential
transaction. This diversion of attention may materially adversely affect the conduct of our business, and, as a result, our financial
condition and results of operations. During our strategic review process and our restructuring process, our employees have faced considerable
distraction and uncertainty and we expect to experience increased levels of employee attrition. A loss of key personnel or material erosion
of employee morale could have a materially adverse effect on our ability to maintain our operations as a going concern, thereby adversely
affecting our business and results of operations. The failure to retain members of our management team and other key personnel could impair
our ability to execute our restructuring process, thereby having a material adverse effect on our financial condition and results of operations
and increasing the likelihood that we will have to enter involuntary insolvency proceedings.

 Furthermore, we have and expect to continue to incur significant third-party
costs associated with negotiating and completing our restructuring process. We can give no assurance as to the level of such costs, given
that there can be no guarantee that we will complete our restructuring process as currently contemplated, including with respect to the
duration of the restructuring process.

 While we complete our restructuring process, we will be subject to
the risks and uncertainties associated with voluntary restructuring proceedings in Israel.

 On March 27, 2024, we voluntarily initiated restructuring proceedings
pursuant to Israeli law and subject to the jurisdiction of Israeli courts. Our ability to continue operating as a going concern will be
subject to the risks and uncertainties associated with restructuring proceedings, including, among others: our ability to execute, confirm
and consummate our restructuring process; the high costs of 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 our ability
to comply with terms and conditions of that financing; our ability to continue our operations in the ordinary course; our ability to maintain
our relationships with our transplant centers and other third parties; our ability to obtain, maintain or renew contracts that are critical
to our operations on reasonably acceptable terms and conditions; our ability to attract, motivate and retain key employees; heightened
risks of shareholder and other litigation; and the 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 workforce reduction may not result in
anticipated savings and could disrupt our business more than we expect.

 On 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.

 Completion of our restructuring process
will constitute an event of default under the Indenture governing the 2021 Notes and the Loan and Security Agreement governing the 2022
Notes.

 Both the Indenture governing the 2021 Notes and Loan and Security Agreement
governing the 2022 Notes provide that a number of events will constitute an event of 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 corresponding event of default on our 2021 Notes and 2022 Notes, 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 the corresponding event of default on our 2021 Notes
and 2022 Notes. Additionally, any future financing 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 have not generated significant revenue
from product sales and may never be profitable.

 We have not generated significant revenue from product sales and our
ability to generate future revenue from the commercialization of Omisirge is uncertain. We have had to invest certain costs to build out
a sales and distribution team to support the launch of Omisirge. Furthermore, generating revenue from product sales will depend heavily
on our ability to:

 commercialize Omisirge with collaborators;

 obtain regulatory approvals and marketing authorizations for Omisirge in jurisdictions outside of the United States

 expose, educate and train physicians and other medical professionals to use Omisirge

 maintain regulatory approval for a sustainable and scalable in-house and/or third-party manufacturing process for Omisirge 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 the market demand for Omisirge

 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

 address any competing technological and market developments that impact Omisirge 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.

 Though we have obtained regulatory
approval to market Omisirge in the United States, our revenue will be dependent in part upon the size of the markets in additional territories,
if any, in which we gain regulatory approval for Omisirge, the accepted price for Omisirge, our ability to obtain reimbursement for Omisirge
at any price, whether we own the commercial rights for that territory in which Omisirge has been approved and the expenses associated
with manufacturing and marketing Omisirge for such markets. Therefore, we may not generate significant revenue from the sale of Omisirge.
Further, if we are not able to generate significant revenue from the sale of 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 Commercialization of Omisirge

 We are heavily dependent on the success
of Omisirge, including obtaining regulatory approvals in geographies outside of the United States, and if Omisirge 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 product, 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; (iii) establish our manufacturing facility at Kiryat Gat to produce Omisirge for our clinical
trials and commercial use, and (iv) establish a commercial organization to support the launch of Omisirge.

 Omisirge 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 Omisirge will depend on a number of factors, including:

 our success in educating medical professionals and patients about the benefits, administration and use of Omisirge;

 timing of market introduction of medicines that may compete with Omisirge;

 our ability to successfully demonstrate the safety and efficacy of Omisirge

 continued projected growth of the markets in which Omisirge 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 Omisirge;

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

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

 strength of sales, marketing and distribution support;

 the price of 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 Omisirge at Kiryat Gat or through third party manufacturers;

 our ability to obtain, maintain, protect and enforce our intellectual property rights with respect to 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 commercial
risks are beyond our control. Accordingly, we cannot assure you that we will be able to commercialize Omisirge for its target indication.
If we fail to achieve these objectives or overcome the challenges presented above, we could experience significant delays or an inability
to successfully commercialize Omisirge. Accordingly, we may not be able to generate sufficient revenue through the sale of Omisirge to
enable us to continue our business.

 We 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 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 Omisirge.

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

 Although we have a chief executive officer with commercial experience,
and we have hired other commercial leaders to lead our efforts to commercialize Omisirge, we currently have a limited sales and marketing
organization, and we have limited experience selling and marketing Omisirge. To successfully commercialize Omisirge, we will need to develop
these 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 which will be expensive, difficult and time consuming. Any failure or delay in the development of our internal sales, marketing
and distribution capabilities would adversely impact our ability to commercialize Omisirge.

 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 Omisirge. As such, we may be required to hire sales representatives and third-party partners to adequately support the commercialization
of Omisirge, 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 commercialize Omisirge. If our future 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 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 stem cell transplant specialists, and third-party payers on the benefits
of Omisirge may require significant resources and may never be successful. If Omisirge fails to achieve market acceptance among physicians,
patients or third-party payers, we will not be able to generate significant revenue from Omisirge, which could have a material adverse
effect on our business, financial condition, results of operations and prospects.

 Sales of Omisirge will be limited unless
it achieves broad market acceptance by physicians, patients, third-party payers, hospital pharmacists and others in the medical community.

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

 the demonstration of clinical safety and efficacy of Omisirge in clinical trials

 the efficacy, potential and perceived advantages of Omisirge 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 the black box warning contained in Omisirge'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 Omisirge

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

 the demonstration of the effectiveness of Omisirge in reducing the cost of alternative treatments

 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 Omisirge or competing products and treatments.

 There are a number of alternatives
to Omisirge, including stem cell transplantation using cells from matched related donors, matched unrelated donors, mismatched unrelated
donors, haploidentical donors or unmodified umbilical cord blood. If Omisirge does 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 Omisirge, 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 Omisirge may require significant resources and may never be successful.

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

 Uncertainty exists as to
the coverage and reimbursement status of Omisirge. In the United States and markets in other countries, sales of Omisirge will depend,
in part, on the extent to which third-party payers provide coverage, and establish adequate reimbursement levels, for Omisirge. 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 Omisirge may be separate from the 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 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.

 We may need to conduct expensive
pharmaco-economic studies in order to demonstrate the medical necessity and cost-effectiveness of Omisirge. 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 pricing and reimbursement
schemes exist in other countries. In the European Union, pricing and reimbursement schemes vary widely from country to country. The EU
provides options for EU Member States to restrict the range of medicinal products for which their national health insurance systems provide
reimbursement and to control the prices of medicinal products for human use. An EU Member State may approve a specific price for the medicinal
product, it may refuse to reimburse a product at the price set by the manufacturer or it may instead adopt a system of direct or 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.

 Moreover, 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.

 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 EU Member States), can further reduce prices.

 The marketability of Omisirge
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 Omisirge,
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 Omisirge will depend on, in part, the extent to which the
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 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 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 Omisirge, or, if coverage is available, the level of direct or indirect reimbursement.

 We expect to 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 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 Omisirge.

 Reimbursement by a third-party
payer may depend upon a number of factors including the third-party payer's determination that use of Omisirge 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.

 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 Omisirge or procedures utilizing Omisirge. Also, we cannot be sure that reimbursement amounts will not reduce the
demand for, or the price of, 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 was 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 our NTAP application since the Omisirge reimbursement will be covered under Section 108. There is a risk that CMS may modify
their coverage and/or reimbursement approach in the future for new therapies, including for Omisirge.

 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 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 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.

 Omisirge and the administration process
may cause undesirable side effects or have other properties 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 side effects,
including toxicity caused by Omisirge, could cause the FDA to withdraw approval of Omisirge for any or all targeted indications.

 Drug-related, drug-product
related, formulation-related and administration-related side effects result in potential product liability claims, which could exceed
our insurance coverage.

 Patients 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 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 second-year post-transplant. In our first Phase 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 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 Omisirge 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 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.

 Additionally, 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:

 Regulatory authorities may suspend, vary or withdraw approvals
of Omisirge

 regulatory authorities may require additional warnings on
the label in addition to Omisirge's "black box" warning, such as a contraindication

 additional restrictions may be imposed on the marketing of
Omisirge or the manufacturing processes for Omisirge or any component thereof

 we may be required to create a REMS, or comparable foreign
strategies, 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 Omisirge, change the way Omisirge
is administered or conduct additional clinical trials

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

 Omisirge may become less competitive and

 our reputation may suffer.

 Any of these events could
prevent us from achieving or maintaining market acceptance of Omisirge, and could significantly harm our business, results of operations
and prospects.

 Risks Related to Government Regulation

 Omisirge will remain subject to regulatory
scrutiny.

 Omisirge 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 requirements from the FDA, EU, national competent authorities of the EU Member States
and 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, including periodic unannounced inspections
by the FDA, competent authorities of EU Member States or other comparable foreign regulatory authorities, to monitor assess and ensure
compliance with cGMP and adherence to commitments made in any approved marketing application. Our failure, or the failure of our third-party
manufacturers, to comply with applicable regulations could result in sanctions being imposed on us, including shutdown of the third-party
vendor or invalidation of drug product lots or processes, fines, injunctions, civil penalties, delays, suspension, variation or withdrawal
of approvals, license revocation, seizures or recalls of product, operating restrictions and 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.

 We 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.

 If a regulatory authority
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 authority
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 authority or enforcement authority may, among other things:

 issue warning letters

 impose civil or criminal penalties

 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.

 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 obtained orphan drug designation
for 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 either (i) affecting
not more than five in 10,000 persons in the European Union or (ii) without the benefits derived from orphan sales of the drug in the European
Union would be insufficient to justify the necessary investment in developing the drug or biological product. In addition,there must 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.

 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. 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.

 Even though we obtained orphan
drug designation for Omisirge from the FDA for the treatment of hematologic malignancies and from the European Commission for 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), orphan drug exclusivity may not effectively protect 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 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: 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. 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 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 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 2032, unless additional action
is taken by Congress. 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. 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 February 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 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 Omisirge 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.
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. 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
future relationships with 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 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

 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.

 Legislative 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.

 From time to time, legislation
is drafted and introduced in Congress that could significantly change the statutory provisions governing the 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. 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 recall, replacement, or discontinuance of Omisirge 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 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
and Garuda Therapeutics. 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 Omisirge or any other product candidates that we are currently developing
or that we may develop, which could render our products obsolete and noncompetitive.

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

 our ability to protect, develop and maintain intellectual
property rights related to our product

 our ability to maintain a good relationship with regulatory
authorities

 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 by physicians and institutions
that perform HSCT procedures

 the price of our 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 Omisirge to the market.

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

 Even though Omisirge is approved by the
FDA for marketing in the 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. Sales
of 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.

 Even 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.

 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 Omisirge or our other product candidates will be harmed and our business, financial condition, results of
operations and prospects will be adversely affected.

 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.

 In the United States, we obtained marketing approval for Omisirge for
use in adult and pediatric patients 12 years and older with hematologic malignancies who are planned for umbilical cord blood transplantation
following myeloablative conditioning to reduce the time to neutrophil recovery and the incidence of infection. We will train our Omisirge
marketing and sales personnel 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 Omisirge off-label, when in the physician's independent professional medical judgment, he or she deems it
appropriate. As a result, there may be increased risk of injury to patients if physicians attempt to use Omisirge for these uses for which
they are not approved. Furthermore, the use Omisirge 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.

 We are subject to stringent and evolving
United States and foreign laws, regulations and rules, contractual obligations, industry standards, policies and other obligations related
to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations
or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our business 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, process) personal data and other sensitive data, including proprietary and confidential business data, 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.

 In the United States, federal,
state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data
privacy laws, consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act), and other similar laws (e.g., wiretapping
laws). For example, the federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by the Health
Information Technology for Economic and Clinical Health Act ("HITECH"), imposes specific requirements relating to the privacy,
security, and 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 on
covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning
their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out
of certain data processing activities, such as targeted advertising, profiling, and automated decision-making. 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 impact assessments. These state laws allow for
statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights
Act of 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 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 clinical trials, these developments further complicate compliance efforts, and increase legal risk and compliance costs for
us, the third parties upon whom we rely, and our customers.

 Outside the United States,
an increasing number of laws, regulations, and industry standards govern data privacy and security. For example, the European Union's
General Data Protection Regulation ("EU GDPR"), the United Kingdom's GDPR ("UK GDPR"), Brazil's General
Data Protection Law (Lei Geral de Prote o de Dados Pessoais, or "LGPD") (Law No. 13,709/2018), Israel's
Protection of Privacy Law, Singapore's Personal Data Protection Act impose strict requirements for processing personal 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 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' standard contractual clauses, the UK's International
Data Transfer 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.

 We publish privacy policies,
marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data
privacy and security. If these policies, materials, or statements are found to be deficient, lacking in transparency, deceptive, unfair,
or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences.
Obligations related to data privacy and security (and consumers' data privacy expectations) are quickly changing, becoming increasingly
stringent, and creating 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.

 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; 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.

 Risks Related to our Reliance on Third Parties

 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 manufacture 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 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.

 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 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
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
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
associated with our dependence on the availability of human umbilical cord blood units, or CBUs, at cord blood banks for the manufacture
of Omisirge.

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

 Additionally, 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.

 Risks Related to Our Intellectual Property

 If we are unable to obtain, maintain or
protect intellectual property rights related to 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, 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
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
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,
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.

 If we cannot obtain and maintain
effective patent rights for our product, 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.
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.

 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
could adversely affect our ability to continue to commercialize our product. Such litigation or licenses could be costly or not available
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 or elements thereof,
or our manufacturing or uses relevant to our development plans. In such cases, we may not be in a position to continue to commercialize
our product 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.

 There 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.

 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 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 or our product. 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. 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
that are held to be infringing. We might, if possible, also be forced to redesign our product 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.

 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 developed our product. As the pharmaceutical industry expands and more patents are issued, the risk increases
that our product 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.
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 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 our product, 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 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 continue to commercialize our product 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.

 Parties 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.

 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 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 our product, the defendant could counterclaim that the patent covering our product
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. 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. 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.

 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 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 were involved in developing our product. 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.

 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 in all countries throughout the world would be prohibitively expensive. 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, 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. 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
our competitive position on our product 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 are obtained, once the patent life has expired for our product, we may be open to competition from
competitive medications, including biosimilar and generic medications. Our patent portfolio may not provide us with sufficient rights
to exclude others from commercializing product candidates similar or identical to 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.

 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 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 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

 We rely on 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 manufacture Omisirge and generate revenue.

 We are solely dependent on our facility in Kiryat Gat, Israel for the
manufacture of the commercial supply of Omisirge. This facility has been cGMP certified by the FDA and completed physical inspection by
the Israeli Ministry of Health. Ongoing hostilities between Israel and Hamas in and around the Gaza Strip could severely disrupt our manufacturing
operations at our Kiryat Gat facility, as could other hostilities that could occur whether or not related to the current violence, as
well as severe natural disasters or other damage to this site. If any event were to occur that prevents us from using all or a significant
portion of this facility or otherwise disrupts our operations, it may be difficult or, in certain cases, impossible for us to continue
manufacturing Omisirge for a substantial period of time in sufficient quantities or at all. The disaster recovery and business continuity
plans that we have in place currently are limited and are unlikely to prove adequate to guarantee a continuation of supply of Omisirge
in the event of a serious disaster or similar event. Even if the physical plant of our Kiryat Gat facility is not damaged in the ongoing
hostilities, if certain or all of our on-site employees are called for military service, we may be unable to produce Omisirge at our Kiryat
Gat facility at anticipated levels or at all. Furthermore, our customers may be hesitant to place orders with us as a result of these
hostilities. The ongoing hostilities could also disrupt our supply chain. We rely on our ability to import starting materials into Israel
(including CBUs) to manufacture Omisirge and our ability to export Omisirge manufactured for a given patient. If the conflict between
Israel and Hamas affects the flow of air travel into and out of Ben Gurion Airport in Tel Aviv, it could have a material adverse impact
on our ability to manufacture and deliver Omisirge and generate revenue. Failure to produce our sole commercial product for an extended
period of time could lead to a material decline in our revenue and our ability to function as an ongoing commercial enterprise.

 Our commercial insurance
does not cover losses that may occur as a result of events associated with war and terrorism, including any prospective damage to our
facility at Kiryat Gat resulting therefrom. Although the Israeli government currently covers the reinstatement value of direct damages
that are caused by terrorist attacks or acts of war, we cannot assure you that such government coverage will be maintained or that it
will sufficiently cover any such potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

 Completion of our restructuring process
depends in part on our ability to attract, retain and motivate qualified personnel.

 We are highly dependent on
our 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 advisors may leave our employment
at any time. We may not be able to attract and retain personnel on acceptable terms or at all, given the competition among numerous pharmaceutical
companies for individuals with similar skill sets and the increased uncertainty caused by our 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.

 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.

 The 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.

 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.

 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, process) personal data and other sensitive data, including proprietary and confidential business data, trade
secrets, intellectual property, data we collect about trial participants in connection with clinical trials, and sensitive third-party
data (collectively, sensitive information). Cyber-attacks, malicious internet-based activity, online and 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 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 third
parties upon which we rely, and our customers may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks,
that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services.

 We and the third parties
upon which we rely are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through
deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms),
malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing attacks, credential
harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware
failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, 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 operations, ability to provide our products
or services, loss of sensitive information and income, reputational harm, and diversion of funds. Extortion payments may alleviate the
negative impact of a ransomware attack, but we may be 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 transit and in 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 found during due diligence of such acquired or integrated entities, and it may be difficult to
integrate companies into our information technology environment and security program.

 We rely on 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 have adequate information security measures in place. If our
third-party service providers experience a security incident or other interruption, we could experience adverse consequences.

 While we may be entitled
to damages if our third-party service providers fail to satisfy their privacy or security-related obligations to us, any award may be
insufficient to cover our damages, or we may be unable to recover such award. In addition, supply-chain attacks have increased in frequency
and severity, and we cannot guarantee that third parties' infrastructure in our supply chain or our third-party partners'
supply chains have not been compromised.

 While we have implemented
security measures designed to protect against security incidents, there can be no assurance that 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 sensitive
information or our information technology systems, or those 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 data privacy and
security obligations may require us to 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 party 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 similar 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.

 Our contracts may not contain
limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient
to protect 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.

 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.

 We 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.

 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 Ownership of our Ordinary
Shares

 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
price you paid for them. The following factors, in addition to other risk factors described in this section, may have a significant impact
on the market price of our ordinary shares:

 investor reaction to the news of our restructuring process;

 success of the commercial launch of Omisirge;

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

 adverse actions taken by regulatory authorities with respect
to our 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

 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.

 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 generally will be determined
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. 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.
The Company has not yet determined its PFIC status for 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 any taxable year ended.

 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.

 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 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 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.

 Risks Related to Israeli Law and Our Operations
in Israel

 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.

 Because a material part of
our operations are conducted in Israel and certain members of our management as well as many of our employees and consultants, including
employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical
and military conditions in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between
Israel and its neighboring countries and terrorist organizations active in the region. These conflicts have involved missile strikes,
hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions
in Israel.

 In October 2023, Hamas terrorists
infiltrated Israel's southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas
also launched extensive rocket attacks on Israeli population and industrial centers located along Israel's border with the Gaza
Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians
and soldiers. Following the attack, Israel's security cabinet declared war against Hamas and a military campaign against these terrorist
organizations commenced in parallel to their continued rocket and terror attacks. In addition, since the commencement of these events,
there have been continued hostilities along Israel's northern border with Lebanon (with the Hezbollah terror organization) and southern
border (with the Houthi movement in Yemen, as described below). It is possible that hostilities with Hezbollah in Lebanon will escalate,
and that other terrorist organizations, including Palestinian military organizations in the West Bank as well as other hostile countries,
such as Iran, will join the hostilities. Such clashes may escalate in the future into a greater regional conflict.

 The intensity and duration
of Israel's current war against Hamas is difficult to predict, as are such war's economic implications on the Company's
business and operations and on Israel's economy in general. These events may be intertwined with wider macroeconomic indications
of a deterioration of Israel's economic standing that may involve a downgrade in Israel's credit rating by rating agencies
(such as the recent downgrade by Moody's of its credit rating of Israel from A1 to A2, as well as the downgrade of its outlook rating
from "stable" to "negative"), which may have a material adverse effect on the Company and its ability to effectively
conduct its operations.

 In 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 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 absence of employees of our Israeli suppliers and contract 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.

 The hostilities with Hamas,
Hezbollah and other organizations and countries have included and may include terror, missile and drone attacks. In the event that our
facilities are damaged as a result of hostile actions, or hostilities otherwise disrupt our ongoing operations, our ability to deliver
or provide products and services in a timely manner to meet our contractual obligations towards customers and vendors could be materially
and adversely affected. Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism.
Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts
of war, we cannot assure you that such government coverage will be maintained or that it will sufficiently cover our potential damages.
Any losses or damages incurred by us could have a material adverse effect on our business.

 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. 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 2022 or 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 asserting U.S. securities laws claims in Israel.

 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 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.

 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, 7 th Floor, Boston, Massachusetts 02116.

 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, for which we have received a GMP
certificate from the Israeli Ministry of Health and established cGMP compliance under the FDA's regulations.

 Item
3. Legal 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
4. Mine Safety Disclosure

 Not
Applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity 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 15, 2024, we had 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 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 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

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

 %

 %

 2013

 %

 12.5
 %

 2014-2016

 %

 %

 2017 onwards (1)

 7.5
 %

 %

 (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 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 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 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 698,280 for 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 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.

 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.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results OF OPERATIONS

 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, 2023 and December 31, 2022 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. On April 17, 2023, the U.S. Food and Drug
Administration, or FDA, approved our allogeneic cell therapy, Omisirge (omidubicel-onlv), for use in adult and pediatric patients 12
years and older with hematologic malignancies who are planned for umbilical cord blood transplantation following myeloablative conditioning
to reduce the time to neutrophil recovery and the incidence of infection.

 In the 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
results of this reprioritization were a reduction in force of approximately 17% of our workforce, completed in the second quarter of 2023,
closure of our Jerusalem research and development facility and termination of work on our preclinical NAM NK pipeline programs. We undertook
these reprioritization efforts after unsuccessfully seeking a strategic partnership or other transaction, such as a royalty financing,
licensing, collaboration or other similar transaction. We first engaged Moelis & Company LLC in July 2020 to pursue a royalty financing
or other similar transaction related to Omisirge. Most recently, in April 2023, we engaged Moelis & Company LLC as our financial advisor
and commenced a strategic 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 this recent strategic review process, our board of directors explored a range
of alternatives, including an asset sale, merger, financing, licensing, and capital restructuring options. To date, this strategic review
process has not yielded any viable strategic alternatives.

 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 connection with our restructuring
process and in order to attempt to extend our financial resources beyond the second quarter of 2024, we are planning to further reduce
operating expenses, primarily through a workforce reduction plan pursuant to which we expect to downsize our current workforce by approximately
25% by the closing of the restructuring process. Affected employees will be offered separation benefits, including severance payments
and temporary healthcare coverage assistance, which severance payments are required under applicable Israeli law. Each affected employee's
eligibility for the separation benefits is contingent upon such employee's execution of a separation agreement that includes a general
release of claims against us. We estimate that the severance and termination-related costs will be approximately $1.8 million, and we
expect to record these charges in the second quarter of 2024. Our remaining employees will continue to support the commercialization of
Omisirge and complete our restructuring process. The costs that we expect to incur in connection with our restructuring process, including
the workforce reduction, are subject to a number of assumptions, and actual results may differ materially from these expectations. We
may incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, our restructuring
process and the workforce reduction plan. See "Item 1A: Risk Factors – Risks Related to Our Financial Position and Restructuring
Process" for additional information.

 Our financial statements
have been prepared on a going concern basis under which an entity is able to realize its assets and satisfy liabilities in the ordinary
course of business. 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 we be unable to continue as a going concern. Our audited consolidated financial
statements as of and for the year ended December 31, 2023 accompanying our previously filed annual report note that there is substantial
doubt about our ability to continue as a going concern, absent sources of additional liquidity. If we are unable to complete our restructuring
process as contemplated by the Support Agreement, we will likely enter involuntary restructuring proceedings in Israel and wind down our
operations. There would be significant costs associated with such proceedings and wind down, such as separation of employees and termination
of contracts, and we could owe certain taxes on any such transaction. If we enter involuntary restructuring proceedings, there will likely
be no cash available for distribution to shareholders after payment of the foregoing expenses.

 Components
of Results of Operations

 Revenue

 We
currently have one product, Omisirge, which was approved by the FDA in April 2023, and we first recognized revenue from the sale of Omisirge
in the third quarter of 2023. In the future, we may generate revenue from a combination of product sales, reimbursements, up-front payments
and future 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

 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;

incurred under agreements with third parties, including CROs, subcontractors, suppliers and consultants, for the conduct of our preclinical
studies and clinical trials;

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.

 Research
and development expenses (net of grants) are recognized in the consolidated statements of operations when incurred.

 Through December 31, 2023,
we have received an aggregate of approximately $37.1 million in grants from the Israeli Innovation Authority, or the IIA, including from
the Bereshit Consortium sponsored by the IIA, of which $34.4 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. Pursuant to the latest IIA regulations, grants received from the IIA before June
30, 2017 bear an annual interest rate that applied at the 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, until 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 an alternative publication by the Bank of Israel, with
the addition of 0.72%. Grants approved after January 1, 2024, will bear the higher of (i) the 12-month SOFR 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.

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.

 With
regard to clinical development activities, we are currently focused on completing the Phase 1 portion of the Phase 1/2 clinical trial
of GDA-201 for the treatment of follicular and diffuse large B-cell lymphomas and then winding down the trial. At this time, we do not
intend to further develop or commercialize GDA-201 in light of our financial constraints.

 On
March 27, 2023, with the objective of extending our financial resources, we announced a strategic reprioritization and a workforce reduction
plan, which was completed by the end of the second quarter of 2023. We incurred charges of approximately $0.8 million for severance and
other employee termination related costs, primarily in the second quarter of 2023.

general and administrative (SG&A) 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.

 Financial
expenses, net

 Financial
expenses, net, 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 $348.4 million (including capital losses of $1.2 million) as of December 31, 2023. In addition, the US subsidiary
has net operating losses carryforward of $56.7 million for federal tax purposes as of December 31, 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, 2023 and 2022

 The
following table summarizes our results of operations for the years ended December 31, 2023 and 2022:

 Year
 ended

 2023

 2022

 Net
 Revenue

 $
 1,784

 -

 Cost of Sales

 1,454

 -

 Excess
 capacity (1)

 $
 4,081

 -

 Research
 and development expenses, net (1)

 24,308

 42,692

 general and administrative (1)

 44,584

 32,301

 Other
 operating expenses

 -

 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:

 Year
 ended

 2023

 2022

 Cost of
 sales

 $

 -

 Excess capacity

 -

 Research and development
 expenses, net

 1,199

 1,890

 general and administrative

 4,183

 3,151

 Total
 share-based compensation

 $
 5,511

 5,041

 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
$18.4 million to $24.3 million in the year ended December 31, 2023 from $42.7 million in the year ended December 31, 2022. The decrease
of $18.4 million was primarily due to change in reporting of $9.4 million, as medical affairs and indirect supply chain and quality related
expenses were classified as research and development expenses in 2022 and the first two quarters of 2023, and were reclassified to selling,
general and administrative expenses starting in Q3 2023. The remainder of the decrease was primarily due to a decrease in clinical activities
relating to the conclusion of our omidubicel Phase 3 clinical trial and the NK related clinical and research and development spend.

general and administrative expenses

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.

 In
addition, we have annual operating lease obligations related to our Kiryat Gat and Boston facilities in aggregate of $0.9 million, which
is included in cost of sales and selling, general and administrative expenses, respectively.

 Financial
expenses, net

 Financial income/expenses, net, was $10.0 million of income in the
year ended December 31, 2023, compared to $4.4 million of expenses in the year ended December 31, 2022. The $14.4 million change in financial
income was primarily due to $17.5 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 2022 Note, $0.6 million of non-cash loss related to the valuation of the Company's
secured convertible senior notes issued in December 2022, and $0.5 million of lower interest income.

 Critical
Accounting Estimates

 We
have been devoting substantially all of our efforts to support the commercialization of Omisirge and in pursuit of a strategic transaction.
In the course of such activities and our research and development activities, we have sustained operating losses and we expect such losses
to continue in the foreseeable future. Our accumulated deficit as of December 31, 2023 was $479.8 million and negative cash flows from
operating activities during the year ended December 31, 2023 was $79.1 million. We were unsuccessful in our efforts to seek a strategic
transaction and as a result, we are undertaking our restructuring process. Based on our assessment of our financial position at the date
of issuance of our consolidated financial statements for the year ended December 31, 2023, 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.

 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 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 bears 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
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.

 Recent
Accounting Pronouncements

 See
note 2 of the accompanying audited consolidated financial statements for the year ended December 31, 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, 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, 2023 and December
31, 2022, we incurred a net loss of $63.0 million and $79.4 million, respectively, and net cash of $79.1 million and $70.4 million, respectively,
was used in our operating activities. As of December 31, 2023 and December 31, 2022 we had working capital of $29.3 million and $42.3
million, respectively, and an accumulated deficit of $479.8 million and $416.8 million, respectively. Our principal sources of liquidity
as of December 31, 2023 and December 31, 2022 consisted of cash and cash equivalents of $46.6 million and $64.7 million, respectively.

 At-the-Market
Ordinary Shares Offering

 On
June 5, 2023, we entered into an Amended and Restated Open Market Sale Agreement SM 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 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, 2023, we sold 40,515,620 ordinary shares for gross
proceeds of $44.4 million, resulting in net proceeds of $43.1 million after deducting sales commissions and offering expenses of $1.3
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.

 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 2022 Note 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 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 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 terminate with respect to the Loan Agreement when less than $5.0 million of principal amount is outstanding
under the 2022 Notes.

 Capital
Resources

 Overview

 Through
December 31, 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. We also 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 under an "at the market offering" through
Jefferies LLC, or our ATM facility. During the year ended December 31, 2022, we sold 1,540,165 ordinary shares for gross proceeds of
$4.4 million, resulting in net proceeds of $4.2 million after deducting sales commissions and offering expenses of $0.2 million under
our ATM facility. During the year 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 17,500,000 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, 2023 and 2022:

 Year
 ended

 2023

 2022

 Net cash provided by (used in)

 Operating activities

 $
 (79,120
)

 (70,423
)

 Investing activities

 (810
)

 34,044

 Financing activities

 61,772

 45,144

 Net
cash used in operating activities

 The
cash used in operating activities during the aforementioned periods resulted primarily from our net losses incurred during such periods,
as adjusted for non-cash charges and measurements and changes in components of working capital. Adjustments to net losses for non-cash
items include fair value changes to the 2022 Note and warrants liability, share based compensation, accrued expenses and current liabilities,
operating lease right-of-use assets and operating lease liabilities.

 Net
cash used in operating activities was $79.1 million during the year ended December 31, 2023, compared to $70.4 million used in operating
activities during the year ended December 31, 2022. The $8.7 million increase in cash used was attributable primarily due to the adoption
of more timely pay cycles.

 Net
cash provided by (used in) investing activities

 Net
cash used in investing activities was $(0.8) million during the year ended December 31, 2023, compared to $34.0 million provided by investing
activities during the year ended December 31, 2022. The $34.8 million decrease is primarily related to a decrease of marketable securities
used to fund ongoing operating activities, as all marketable securities held by the Company were sold during 2022.

 Net
cash provided by financing activities

 Net
cash provided by financing activities was $61.8 million during the year ended December 31, 2023, compared to $45.1 million during the
year ended December 31, 2022. The $16.7 million increase is primarily related to net proceeds received from the issuance of ordinary
shares and warrants in the April 2023 underwritten public offering and the issuance of shares through the ATM facility in 2023.

 Funding
Requirements

 Although it is difficult to predict future liquidity requirements,
we believe that our current total existing funds will not be sufficient to support our ongoing operating activities, including the restructuring
process, through the end of the second quarter of 2024. These conditions raise substantial doubt about our ability to continue as a going
concern, and we have undertaken our restructuring process to maximize value for our stakeholders. If we complete our restructuring process
as currently contemplated, by the end of the second quarter of 2024, we will exist as a private operating company that is wholly owned
by Highbridge. If we are unable to complete our restructuring process by the end of the second quarter of 2024, we will likely enter involuntary
restructuring proceedings in Israel.

 For
more information as to the risks associated with our operational needs, see "Item 1A: Risk Factors – Risks Related to Our
Financial Position and Restructuring Process."

 Item
7a. Quantitative and Qualitative Disclosures About Market Risk

 Not
applicable.

 Item
8. Financial Statements and Supplementary Data

 Our
audited consolidated financial statements for the years ended December 31, 2023 and 2022 are incorporated herein by reference to pages
F-1 to F-30 at the end of this report and the supplementary data is not applicable.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 We
have had no changes in, or disagreements with our principal independent accountants.

 Item
9a. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 We
have established disclosure controls and procedures (as defined in Exchange Act Rule 13a–15(e) and 15d-15(e)) of the Securities
Exchange Act of 1934. Under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness
of our disclosure controls and procedures as of December 31, 2023 to ensure that the information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the
time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial
officer as appropriate, to allow timely decisions regarding required disclosure. Our management, with participation of our principal
executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of December
31, 2023. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls
and procedures were effective as of December 31, 2023 to provide reasonable assurance that the information required to be disclosed by
us in this annual report was (a) reported within the time periods specified by SEC rules and regulations and (b) communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding any required disclosure.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal
executive, financial and accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting
as of December 31, 2023 based on the framework in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting
was effective as of December 31, 2023.

 Attestation
Report of the Registered Public Accounting Firm

 Because
we are a non-accelerated filer, this annual report does not include an attestation report of our registered public accounting firm.

 Cybersecurity

 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 Factor and Item 1C. Cybersecurity 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."

 Changes
in Internal Control Over Financial Reporting

 There
were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the
fiscal quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

 Inherent
Limitations on Effectiveness of Internal Controls

 In
designing and evaluating the disclosure controls and procedures, management does not expect that our internal control over financial
reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. The design
of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Our management,
including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal
control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the
reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control
over financial reporting will prevent all errors and all fraud.

 Item
9b. Other Information

 Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers

 On March 26, 2024, we engaged Ms. Coelho as an independent contractor
pursuant to a Third Amended & Restated Consulting Agreement, which becomes effective April 1, 2024, referred to individually as the
Third A&R Consulting Agreement, and together with the Second A&R Consulting Agreement, the Consulting Agreements. The Third A&R
Consulting Agreement extends the term of Ms. Coelho's engagement through June 30, 2024.

to the Second A&R Consulting Agreement, Ms. Coelho is eligible to earn a retention bonus of $100,000 if she remains continuously
engaged with the Company through March 31, 2024. Pursuant to the Third A&R Consulting Agreement, Ms. Coelho will be eligible to earn
a retention payment of $100,000 if she remains continuously engaged by the Company under the Third A&R Consulting Agreement through
the earlier of (i) June 30, 2024, or (ii) the date the Company terminates the Third A&R Consulting Agreement without cause upon or
following the (X) filing of a pleading to commence a dissolution, insolvency or restructuring proceeding in an Israeli court, or (Y)
closing of a change of control transaction.

 Item
9c. Disclosure Regarding Foreign Jurisdiction That Prevents Inspections

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Directors
and Executive Officers.

 The
table below sets forth our directors and executive officers as of March 15, 2024. The business address for each of our executive officers
and directors is c/o 116 Huntington Avenue, 7th Floor, Boston, Massachusetts 02116.

 Name

 Age

 Position

 Jenkins

 Director,
 Chief Executive Officer and President

 Terry
 Coelho

 Chief
 Financial Officer

 Korfin

 Chief
 Operating and Chief Commercial Officer

 Ronit
 Simantov

 Chief
 Medical and Chief Scientific Officer

 Josh
 Patterson

 General
 Counsel and Chief Compliance Officer

 Julian
 Adams

 Stephen
 T. Wills

 Kenneth
 I. Moch

 Shawn
 C. Tomasello

 Chairwoman
 of the Board of Directors

 Ivan
 Borrello

 Executive
Officers

Jenkins has served as our Chief Executive Officer, President and on our board of directors since September 2022. Ms. Jenkins brings
over 20 years of leadership experience in the biopharmaceutical industry delivering life-enhancing therapies from research to commercialization
for patients in need. From March 2021 through August 2022, Ms. Jenkins served as Chief Commercial and Business Officer of Lyndra Therapeutics,
Inc., where she established and led global commercial, business development, corporate strategy and portfolio management across multiple
therapeutic areas. From May 2018 to March 2021, Ms. Jenkins served as Senior Vice President and head of the Vaccines Business Unit of
Emergent BioSolutions Inc., where she oversaw the company's largest therapeutic division from discovery through commercialization.
From June 2016 to May 2018, Ms. Jenkins served as Chief Commercial Officer and U.S. business head of Aquinox Pharmaceuticals, Inc. (now
Neoleukin Therapeutics, Inc.). Ms. Jenkins holds a B.A. in psychology and biology from Indiana University Bloomington and a M.S. in biotechnology
and biotech business enterprise from The Johns Hopkins University, and completed the Executive Scholar Program in General Management,
Business & Leadership from Northwestern University's Kellogg School of Management. In September 2022, she was recognized by
PharmaVoice as one of the top 100 Most Inspiring Leaders, Disrupter category, for change-agents who are defining excellence in leadership
in the biopharma industry. We believe Ms. Jenkins is qualified to serve on our board of directors because of her extensive executive
leadership experience at biotechnology companies.

 Terry
Coelho has served as the Company's Chief Financial Officer since May 2023. Ms. Coelho has more than 35 years of experience
in management and across all areas of finance at public and private companies in multiple sectors, including pharmaceuticals. She most
recently served as Executive Vice President, Chief Financial Officer and Chief Business Development Officer for CinCor Pharma, Inc.,
a clinical-stage cardiorenal therapeutics company, from November 2021 through November 2022 having led the company's initial public
offering and preparation for the company's eventual sale to AstraZeneca. Prior to that, from January 2019 to October 2021, Ms.
Coelho was the Executive Vice President and Chief Financial Officer at BioDelivery Sciences International, Inc., a commercial-stage specialty
pharmaceutical company acquired by Collegium Pharmaceuticals in 2022. Prior to that, Ms. Coelho served in executive roles at Balchem
Corporation and at Diversey, Inc., which was acquired by Bain Capital L.P. Ms. Coelho also previously served in a series of senior financial
and executive roles at Sealed Air Corporation, Mars, Inc. and Novartis Pharmaceuticals, where for seven years she held roles of increasing
responsibility including as finance lead for the oncology hematology franchise and later leading global oncology development finance.
Ms. Coelho is a member of the boards of directors of First Wave Biopharma Inc. (Nasdaq: FWBI), HOOKIPA Pharma Inc. (Nasdaq: HOOK) and
Inotiv (Nasdaq: NOTV). Ms. Coelho is a founding advisory board member of the CFO Leadership Council (Charlotte and Raleigh chapters)
and has previously served on the advisory boards for Northeastern University's M.B.A. Finance Track and for the University of North
Carolina at Charlotte Women in Business. She graduated summa cum laude with a B.A. in International Relations and in Economics from The
American University School of International Service in Washington, D.C. and earned her M.B.A. in Finance from the Instituto Brasileiro
de Mercado de Capitais (IBMEC) in Rio de Janeiro, Brazil.

Korfin has served as our Chief Operating and Chief Commercial Officer since August 2020. Prior to joining Gamida Cell, Ms. Korfin
served as Chief Operating Officer at TYME Technologies, Inc., a biotechnology company focused on therapeutic candidates that target cancer
metabolism, from 2018 until 2020. From 2016 until 2018, she was Vice President of Market Access at Kite Pharma, Inc., or Kite, a biotechnology
company engaged in the development of cancer immunotherapy products that is now part of Gilead Sciences. At Kite, she oversaw the market
access strategy, including payer relations, reimbursement and government affairs for Yescarta, the first approved CAR-T
therapy in lymphoma. She also worked closely with the manufacturing and supply chain teams at Kite to prepare for FDA approval and commercialization.
Before joining Kite, Ms. Korfin spent more than a decade at Celgene Corporation (now part of Bristol Myers Squibb) in a variety of key
strategic and operational roles, including overseeing the global development programs for Revlimid in lymphoma and chronic
lymphocytic leukemia. She also led Celgene Corporation's oncology sales force of over 120 representatives responsible for Abraxane,
which is now a standard of care in pancreatic cancer. Ms. Korfin serves on the board of directors of Organogenesis Holdings Inc. (Nasdaq:
ORGO). Ms. Korfin holds a B.S. in pharmacy from Rutgers University and an M.B.A. from Harvard Business School. She is a Registered Pharmacist
in New Jersey. She is also on the Board of Trustees of BioNJ, the organization that represents the biotechnology industry for New Jersey.

 Ronit
Simantov, M.D. has served as our Chief Medical Officer and Chief Scientific Officer since July 2017, bringing more than 20 years
of experience in hematology and oncology research, development, registration and product launch to our company. Prior to joining Gamida
Cell, Dr. Simantov served as Head of Oncology Global Medical Affairs at Pfizer Inc., where she was responsible for multiple programs
including Sutent (sunitinib), Inlyta (axitinib), Ibrance (palbociclib), Bosulif
 (bosutinib) and Xalkori (crizotinib). Prior to that, Dr. Simantov led Phase 1-3 studies as Vice President of Clinical
Research for OSI Pharmaceuticals and as Chief Medical Officer for CuraGen Corporation (acquired by Celldex) where she led development
of small molecules and antibody drug conjugates. Previously at Bayer HealthCare Pharmaceuticals, Ronit led the Phase 3 study of Nexavar
 (sorafenib) resulting in the first approval of a tyrosine kinase inhibitor in renal cell carcinoma. Dr. Simantov serves on the
board of directors of Tempest Therapeutics, Inc. (Nasdaq: TPST). Prior to joining industry, Dr. Simantov spent seven years on the academic
faculty at Weill Medical College of Cornell University, where she directed the fellowship program and conducted angiogenesis and vascular
biology research. Dr. Simantov has authored over 40 peer-reviewed manuscripts. Dr. Simantov holds a B.A. from Johns Hopkins University
and an M.D. from New York University School of Medicine. Dr. Simantov completed a residency in internal medicine at New York Hospital
Cornell Medical Center, and a fellowship in hematology and oncology at Weill Cornell Medicine.

 Josh
Patterson has served as our General Counsel and Chief Compliance officer since August 2021, bringing more than 20 years of experience
serving as in-house counsel in the biopharmaceutical industry. Prior to joining Gamida Cell, from March 2020 until August 2021, Mr. Patterson
served as General Counsel for Akcea Therapeutics, Inc., a biotechnology company that merged with Ionis Pharmaceuticals, Inc. in 2020,
where he was responsible for Akcea's global legal matters, including strategic transactions and providing legal advice and counsel
to the management team and board of directors. He also served as Akcea's Vice President, Legal and Corporate Secretary between
March 2018 and March 2020. Prior to joining Akcea, Mr. Patterson served in various leadership positions at Ionis Pharmaceuticals, Inc.,
a biotechnology company that specializes in discovering and developing RNA-targeted therapeutics, most recently serving as Executive
Director and Deputy General Counsel. Mr. Patterson holds a B.S. from Carthage College and a J.D. from the Syracuse University College
of Law.

 Non-Employee
Directors

 Julian
Adams, Ph. D., has served on our board of directors since August 2016 and retired from his role as Chief Executive Officer of Gamida
Cell in 2022 after five years of leadership for our company. Dr. Adams has more than 40 years of oncology research, development and leadership
experience. Dr. Adams is currently Stand Up To Cancer's (SU2C) President and Chief Executive Officer. He previously
served as the organization's first-ever Chief Science Officer, where he led the development of strategic research priorities to
enhance SU2C's research portfolio and worked closely with the Scientific Advisory Committee on research funding allocation. Previously,
Dr. Adams served as President and Chief Scientific Officer at Clal Biotechnology Industries, President of Research and Development at
Infinity Pharmaceuticals and Senior Vice President of Drug Discovery and Development at Millennium Pharmaceuticals. He has also held
senior leadership roles in research and development at LeukoSite and ProScript.. Dr. Adams has previously served on the boards of directors
of numerous biotechnology companies, and currently serves as the chairman of the board of directors of Elicio Therapeutics Inc. (Nasdaq: ELTX).
Dr. Adams holds a B.S. from McGill University and a Ph. D. from the Massachusetts Institute of Technology in the field of synthetic organic
chemistry. We believe Dr. Adams is qualified to sit on our board of directors because of his extensive leadership experience in oncology
research and development and his knowledge of our company.

 Kenneth
I. Moch has served on our board of directors since July 2016. Mr. Moch has more than 35 years of experience in managing and financing
biomedical technologies, and has played a key role in building five life science companies. He currently serves as president of Euclidean
Life Science Advisors, LLC, where he provides management and advisory services for early-stage biotechnology companies. From 2016 to
2020, Mr. Moch served as the president and Chief Executive Officer of Cognition Therapeutics, Inc., a company developing therapies for
Alzheimer's disease. He previously was the managing partner of The Salutramed Group, LLC, and served as the Chief Executive Officer
of several life sciences companies, including of Chimerix, Inc., an antiviral therapeutics company focused on stem cell transplantation,
and Biocyte Corporation, which pioneered the use of cord blood stem cell storage and transplantation. He began his career in biotech
as a co-founder of The Liposome Company, the first lipid nanoparticle company. Mr. Moch also serves as a director of Zynerba Pharmaceuticals,
Inc. (Nasdaq: ZYNE). In the public policy arena, Mr. Moch served for over 15 years as a member of the governing board of the Biotechnology
Innovation Organization, or BIO, including serving as Chair of BIO's Bioethics Committee and is a previous Chairman of BioNJ. He
is a founding member of the New York University Working Group on Compassionate Use and Pre-Approval Access, and a Faculty Affiliate of
the Division of Medical Ethics, Department of Population Health, NYU School of Medicine. Mr. Moch holds an A.B. in biochemistry from
Princeton University and an M.B.A. with emphasis in finance and marketing from the Stanford Graduate School of Business. We believe Mr.
Moch is qualified to serve on our board of directors because of his experience serving as the chief executive officer of several biotechnology
companies.

 Shawn
Tomasello has served on our board of directors since June 2019 and was appointed as Chairwoman of our board of directors in March
2023. She brings over 35 years of experience in building and leading successful biotech and pharmaceutical companies. Previously, she
served as Chief Commercial Officer of Kite. Prior to joining Kite, Ms. Tomasello was Chief Commercial Officer of Commercial and Medical
Affairs at Pharmacyclics, now part of AbbVie. Ms. Tomasello has also held senior leadership positions at Genentech and Celgene Corporation.
Early in her career she gained valuable experience at Pfizer Laboratories, Miles Pharmaceuticals, Inc. and Proctor & Gamble Company.
Ms. Tomasello currently serves on the board of directors of Cabaletta Bio Inc. (Nasdaq: CABA), 4D Molecular Therapeutics, Inc. (Nasdaq:
FDMT) and AlloVir, Inc. (Nasdaq: ALVR). She previously served on the board of directors of TCR2 Therapeutics Inc. (Nasdaq: TCRR) from
February 2021 until June 2023. Ms. Tomasello holds a B.S. in marketing from the University of Cincinnati and an M.B.A. from Murray State
University, Kentucky. We believe Ms. Tomasello is qualified to serve on our board of directors because of her service on other boards
of directors of biotechnology companies and her executive leadership experience.

 Stephen
T. Wills has served on our board of directors since June 2019. Mr. Wills currently serves as the Chief Financial Officer (since 1997),
and Chief Operating Officer (since 2011), of Palatin Technologies, Inc., a biopharmaceutical company developing targeted, receptor-specific
peptide therapeutics for the treatment of diseases with significant unmet medical need and commercial potential. Mr. Wills has served
on the boards of directors of MediWound Ltd. (Nasdaq: MDWD) since April 2017. He also served on the board of directors of Amryt Pharma,
plc (Nasdaq: AMYT), from September 2019 through April 2023, when the company was acquired by Chiesi Farmaceutici.. Mr. Wills also served
on the board of trustees and executive committee of The Hun School of Princeton, a college preparatory day and boarding school, from
2014 to June 2023, and as its Chairman from June 2018 to June 2023. Mr. Wills, a certified public accountant, holds a B.S. in accounting
from West Chester University, and an M.S. in taxation from Temple University. We believe Mr. Wills is qualified to serve on our board
of directors because of his extensive experience in the finance organizations and on the boards of directors of other biotechnology companies.

 Ivan
Borrello, M.D., has served on our board of directors since June 2022. Dr. Borrello has served as Medical Director of the Myeloma,
Bone Marrow Transplant and Cell Therapies program at the Tampa General Hospital Cancer Institute since December 2022. Prior to that, from 2008
to 2022, Dr. Borrello was an Associate Professor of Oncology at the Sidney Kimmel Comprehensive Cancer Center at Johns Hopkins University
School of Medicine, where he was also an Attending Physician and Director of the Cellular Therapeutics and Multiple Myeloma programs.
Dr. Borrello is a co-founder of WindMIL Therapeutics where he has served as senior clinical advisor since 2014, and is a co-founder of
Meridian Therapeutics where he has served as senior clinical advisor since 2021. From 2001 to 2008, he was an Assistant Professor of
Immunotherapy and Hematopoiesis, Hematologic Malignancies at Johns Hopkins Oncology Center. He did his Fellowship in Oncology at Johns
Hopkins University and completed his Residency in Internal Medicine at the University of Chicago. Dr. Borrello holds a B.A. in biology
from Catholic University and an M.D. from the Medical College of Virginia. We believe Dr. Borrello is qualified to sit on our board of
directors because of his expertise in bone marrow transplant and cell therapy treatments.

 Diversity
of the Board of Directors.

 Board
 Diversity Matrix (As of March 27, 2024)

 Total
 Number of Directors

 Female

 Male

 Non-Binary

 Did
 Not

 Disclose Gender

 Part
 I: Gender Identity

 Directors

 -

 -

 Part
 II: Demographic Background

 African
 American or Black

 -

 -

 -

 -

 Alaskan
 Native or Native American

 -

 -

 -

 -

 Asian

 -

 -

 -

 -

 Hispanic
 or Latinx

 -

 -

 -

 White

 -

 -

 Two
 or More Races or Ethnicities

 -

 -

 -

 -

 LGBTQ+

 -

 -

 -

 Did
 Not Disclose Demographic Background

 -

 -

 -

 -

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our
equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our ordinary shares and other
equity securities. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of
all Section 16(a) forms they file. Based solely on our review of the reports filed with the SEC and written representations that no other
reports were required under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements were met during
the 2023 fiscal year.

 Code
of Ethics

 We
have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal
executive officer, principal financial and accounting officer or controller, or persons performing similar functions, known as the Code
of Ethics and Business Conduct. The Code of Ethics and Business Conduct is available on our website at  under
the Corporate Governance section of our Investors & Media page. If we make any substantive amendments to, or grant any waivers from,
the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website
or in a current report on Form 8-K.

 Material
Changes to Procedures by which Shareholders may Recommend Nominees

 Not
applicable.

 Board
Practices

 Our
amended and restated articles of association provide that we may have between 5 and 11 directors. Our board of directors currently consists
of six directors. Our board of directors has determined that Shawn Tomasello, Stephen Wills, Kenneth Moch and Ivan Borrello are independent
directors within the meaning of the applicable Nasdaq listing standards. In making this determination, the Board found that none of these
directors or nominees for director had a material or other disqualifying relationship with us. Our directors are divided into three classes
with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of directors
constituting the entire board of directors. At each annual general meeting of our shareholders, the election or re-election of directors
following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires
on the third annual general meeting following such election or re-election, such that from 2019 and after, at each annual general meeting
the term of office of only one class of directors will expire. Each director will hold office until the annual general meeting of our
shareholders in which his or her term expires, unless they are removed by a vote of 60% of the total voting power of our shareholders
at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our amended
and restated articles of association.

 Our
directors are divided among the three classes as follows:

 (i)
 the
 Class I directors are Abigail Jenkins, Shawn Tomasello and Stephen T. Wills, and their terms
 will expire at the annual general meeting of the shareholders to be held in 2025 and when
 their successors are elected and qualified;

 (ii)
 the
 Class II director is Kenneth I. Moch and his term will expire at the annual general meeting
 of the shareholders to be held in 2026 and when his successor is elected and qualified; and

 (iii)
 the
 Class III directors are Julian Adams and Ivan Borrello, and their terms will expire at the
 annual general meeting of the shareholders to be held in 2024 and when their successors are
 elected and qualified.

 Because
our ordinary shares do not have cumulative voting rights in the election of directors, the holders of a majority of the voting power
represented at a shareholders meeting have the power to elect all our directors up for election or re-election.

 In
addition, if a director's office becomes vacant, the remaining serving directors may continue to act in any manner, provided that
their number is not less than the minimum number specified in our amended and restated articles of association. If the number of serving
directors is lower than five, then our board of directors may only act in an emergency or to fill the office of director which has become
vacant up to a number equal to the minimum number provided for in our amended and restated articles of association, or in order to call
a general meeting of our shareholders for the purpose of electing directors to fill any of our vacancies. In addition, the directors
may appoint, immediately or as of a future date, additional director(s) to serve until the annual general meeting of our shareholders
at which the term of the applicable class to which such director was assigned expires, provided that the total number of directors in
office shall not exceed 11 directors. The office of a director that was appointed by our board of directors to fill any vacancy shall
only be for the remaining period of time during which the director whose service has ended and so filled would have held office.

to the Companies Law and our amended and restated articles of association, a resolution proposed at any meeting of our board of directors
at which a quorum is present is generally adopted if approved by a vote of a majority of the directors present and eligible to vote.
A quorum of the board of directors requires at least a majority of the directors then in office who are lawfully entitled to participate
in the meeting. On July 27, 2022 our shareholders approved certain amendments to our amended and restated articles of association, which
require an affirmative vote of two-thirds of the directors in order to approve certain transactions which may have a significant effect
on our company and to approve certain business combinations with any shareholder (and its affiliates) who holds (beneficially or of record)
20% or more of the voting power in the Company and an affirmative vote of a majority of the directors to amend our amended and restated
articles of association. See Exhibit 4.1 – "Description of Securities" for more information.

 Under
the Companies Law, the chief executive officer of a public company may not serve as the chairman of the board of directors of the company
unless approved by the holders of a majority of the shares of the company represented at the meeting in person or by proxy or written
ballot, for a period that shall not exceed three years for each shareholder approval, provided that:

 at
least a majority of the shares of non-controlling shareholders or shareholders that do not have a personal interest in the approval voted
at the meeting are voted in favor (disregarding abstentions); or

 the
total number of shares of non-controlling shareholders or shareholders that do not have a personal interest in the approval voted against
the proposal does not exceed 2% of the aggregate voting rights in the company.

 In
addition, under the Companies Law, our board of directors must determine the minimum number of directors who are required to have financial
and accounting expertise. Under applicable regulations, a director with financial and accounting expertise is a director who, by reason
of his or her education, professional experience and skill, has a high level of proficiency in and understanding of business accounting
matters and financial statements. He or she must be able to thoroughly comprehend the financial statements of the listed company and
initiate debate regarding the manner in which financial information is presented. In determining the number of directors required to
have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity
of its operations. Our board of directors has determined that we require at least one director with the requisite financial and accounting
expertise and that Stephen T. Wills has such financial and accounting expertise.

 Alternate
directors

 Our
amended and restated articles of association provide, as allowed by the Companies Law, that any director may, by written notice to us,
appoint another person who is qualified to serve as a director to serve as an alternate director. The alternate director will be regarded
as a director. Under the Companies Law, a person who is not qualified to be appointed as a director, a person who is already serving
as a director or a person who is already serving as an alternate director for another director, may not be appointed as an alternate
director. Nevertheless, a director who is already serving as a director may be appointed as an alternate director for a member of a committee
of the board of directors as long as he or she is not already serving as a member of such committee. The term of appointment of an alternate
director may be for one meeting of the board of directors or until notice is given of the cancellation of the he appointment.

 External
directors

 Under
the Companies Law, companies incorporated under the laws of the State of Israel that are "public companies," including companies
with shares listed on The Nasdaq Global Market, are required to appoint at least two external directors.

to regulations promulgated under the Companies Law, companies with shares traded on a U.S. stock exchange, including The Nasdaq Global
Market, may, subject to certain conditions, "opt out" from the Companies Law requirements to appoint external directors and
related Companies Law rules concerning the composition of the audit committee and compensation committee of the board of directors. In
accordance with these regulations, we elected to "opt out" from the Companies Law requirement to appoint external directors
and related Companies Law rules concerning the composition of the audit committee and compensation committee of the board of directors.

 Under
these regulations, the exemptions from such Companies Law requirements will continue to be available to us so long as: (i) we do not
have a "controlling shareholder" (as such term is defined under the Companies Law), (ii) our shares are traded on a U.S.
stock exchange, including The Nasdaq Global Market, and (iii) we comply with the director independence requirements, the audit committee
and the compensation committee composition requirements, under U.S. laws (including applicable Nasdaq Rules) applicable to U.S. domestic
issuers.

and talent committee

 Under
the Companies Law, the board of directors of any public company must appoint a compensation committee. Our compensation and talent committee,
which consists of Stephen T. Wills, Kenneth I. Moch and Shawn C. Tomasello, assists our board of directors in determining compensation
for our directors and officers. Mr. Moch serves as chairperson of the committee. Our board of directors has determined that each member
of our compensation committee is independent under the Nasdaq Rules, including the additional independence requirements applicable to
the members of a compensation committee.

 The
function of the compensation and talent committee is described in the approved charter of the committee and includes, among other things,
(a) assisting the board in fulfilling its oversight responsibilities with respect to our compensation policies, plans and programs, and
to review and recommend to the board for approval the compensation to be paid to our executive officers and directors; (b) assisting
the board in fulfilling its responsibilities to ensure processes and programs are in place to attract, motivate, reward and retain top
talent to the our executive officer ranks; (c) review and discuss with management our disclosures contained under the caption "Compensation
Discussion and Analysis, when and as required by applicable rules and regulations of the SEC in effect from time to time, for use in
any of our annual reports on Form 10-K, registration statements, proxy statements or information statements filed with the SEC; (d) preparing
and reviewing, as applicable, certain reports and disclosures as required by applicable rules and regulations in effect from time to
time; (e) assisting the board in fulfilling its responsibilities related to the compensation of directors, the chief executive officer
and other "office holders" (as defined under the Companies Law); (f) assisting the Board in administering our equity incentive
plans; and (g) making such other determinations in respect of compensation, compensation practices and related matters as may be required
by a compensation committee under the rules of Nasdaq Stock Market or the Companies Law.

 A
copy of the compensation and talent committee charter is available on the "Investors & Media - Corporate Governance - Documents
& Charters" page of our website www.gamida-cell.com.

 Nominating
and corporate governance committee

 Our
nominating and corporate governance committee consists of Kenneth Moch, Ivan Borrello and Shawn Tomasello. Mr. Moch serves as chairperson
of the committee. The function of the nominating and corporate governance committee is described in the approved charter of the committee
and includes, among other things: (a) identifying, reviewing and evaluating candidates to serve as members of the board of directors;
(b) recommending nominees for election as directors, and reviewing and evaluation of incumbent members of the board of directors; (c)
making recommendations to the board of directors regarding corporate governance guidelines and matters; and (d) overseeing all aspects
of our corporate governance functions and ethical conduct.

 A
copy of the nominating and corporate governance committee charter is available on the "Investors & Media - Corporate Governance
- Documents & Charters" page of our website www.gamida-cell.com.

 Science
and technology committee

 In
July 2020, the board of directors formed a science and technology committee. The science and technology committee consists of Julian
Adams and Ivan Borrello. The function of the science and technology committee is described in the approved charter of the committee,
and includes the review of Company matters relating to scientific and technologic capabilities and programs, reporting to the board of
directors regarding such review to help facilitate the board of director's oversight of our scientific strategic direction and
investment in R&D and technology. The committee also discusses significant emerging trends and issues in science and technology and
considers the potential impact thereof on us.

 Compliance
committee

 In
August 2021, the board of directors formed a compliance committee, which consists of Shawn C. Tomasello and Julian Adams. Ms. Tomasello
serves as chairperson of the committee. The function of the compliance committee is described in the approved charter of the committee
and includes assisting the board of directors in overseeing our development, operation and monitoring of a compliance program consistent
with the Office of Inspector General's compliance program guidance for pharmaceutical manufacturers (and any foreign equivalent
guidance provided by relevant authorities outside the United States), as well as the identification and evaluation of our principal legal
and regulatory compliance risks attendant to operating in the health care and life sciences industry.

 Audit
committee

 Under
the Companies Law, the board of directors of any public company must appoint an audit committee. Our audit committee consists of Stephen
Wills, Kenneth I. Moch and Shawn Tomasello. Mr. Wills serves as chairperson of the committee. Our board of directors affirmatively determined
that Stephen Wills is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined
by the Nasdaq Stock Market Listing Rules.

 The
function of the audit committee is described in the approved charter of the committee and includes, among other things, (a) overseeing
our accounting and financial reporting processes, the audit of our financial statements, the effectiveness of our internal control over
financial reporting, systems of disclosure controls and procedures, the quality and integrity of our financial statements and reports,
and prepare such reports as may be required of an audit committee under applicable rules and regulations, and the pre-approval of all
audit, audit-related and all permitted non-audit services, if any, by our independent auditor, and the compensation therefor; (b) deciding
whether to approve certain acts and transactions requiring the approval of the committee under the Companies Law; (c) assisting the board
of directors in its oversight of (i) the integrity of our financial statements and other published financial information, (ii) our compliance
with applicable financial and accounting related standards, rules and regulations and (iii) the selection, retention (subject to shareholder
approval), and termination of our independent auditor; (d) determining whether there are delinquencies in our business management practices,
inter alia, by consulting with our internal auditor or independent auditor, and to suggesting corrective measures to the board of directors;
and (e) fulfilling any other duties of the committee as shall be required under the Companies Law, the applicable rules and regulations
promulgated under the Exchange Act or applicable Nasdaq rules.

 A
copy of the audit committee charter is available on the "Investors & Media - Corporate Governance - Documents & Charters"
page of our website www.gamida-cell.com.

 Approval
of transactions with related parties

 Under
the Companies Law, the approval of the audit committee is required to effect specified actions and transactions with office holders and
controlling shareholders and their relatives, or in which they have a personal interest. See "Fiduciary duties and approval of
specified related party transactions under Israeli law" below. The term "controlling shareholder" means any shareholder
with the ability to direct the activities of the company, other than by virtue of being an office holder. A shareholder is presumed to
be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint 50% or
more of the directors of the company or its chief executive officer. For the purpose of approving transactions with controlling shareholders,
the term "controlling shareholder" also includes any shareholder that holds 25% or more of the voting rights of the company
if no other shareholder holds more than 50% of the voting rights in the company. For purposes of determining the holding percentage stated
above, two or more shareholders who have a personal interest in a transaction that is brought for the company's approval are deemed
as joint holders. As of the date of this annual report on Form 10-K, we do not have a controlling shareholder as defined under the Companies
Law.

 Internal
auditor

 Under
the Companies Law, the board of directors of a public company must appoint an internal auditor based on the recommendation of the audit
committee. The role of the internal auditor is, among other things, to examine whether a company's actions comply with applicable
law and orderly business procedure. Under the Companies Law, the internal auditor cannot be an interested party or an office holder or
a relative of an interested party or an office holder, nor may the internal auditor be the company's independent auditor or its
representative. An "interested party" is defined in the Companies Law as: (i) a holder of 5% or more of the issued share
capital or voting power in a company, (ii) any person or entity who has the right to designate one or more directors or to designate
the chief executive officer of the company, or (iii) any person who serves as a director or as a chief executive officer of the company.
Our internal auditor is Yisrael Gewirtz, who serves as a partner at Fahn Kanne Control Management Ltd.

 Fiduciary
duties and approval of specified related party transactions under Israeli law

 Fiduciary
duties of office holders

 The
Companies Law imposes a duty of care and a duty of loyalty on all office holders of a company.

 The
duty of care of an office holder is based on the duty of care set forth in connection with the tort of negligence under the Israeli Torts
Ordinance (New Version), 5728-1968. The duty of care requires an office holder to act with the degree of proficiency with which a reasonable
office holder in the same position would have acted under the same circumstances. The duty of care includes, among others, a duty to
use reasonable means, in light of the circumstances, to obtain:

 information
on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and

 all
other important information pertaining to these actions.

 The
duty of loyalty requires an office holder to act in good faith and for the benefit of the company, and includes, among others, the duty
to:

 refrain
from any act involving a conflict of interest between the performance of his or her duties in the company and his or her other duties
or personal affairs;

 refrain
from any activity that is competitive with the business of the company;

 refrain
from exploiting any business opportunity of the company for the purpose of gaining a personal benefit for himself or herself or for others;
and

 disclose
to the company any information or documents relating to the company's affairs which the office holder received as a result of his
or her position as an office holder.

 We
may approve an act specified above that would otherwise constitute a breach of the duty of loyalty of an office holder, provided, that
the office holder acted in good faith, the act or its approval does not harm the company, and the office holder discloses his or her
personal interest, including any related material information or document, a sufficient time before the approval of such act. Any such
approval is subject to the terms of the Companies Law, setting forth, among other things, the stakeholders of the company entitled to
provide such approval, and the methods of obtaining such approval.

 Disclosure
of personal interests of an office holder and approval of acts and transactions

 The
Companies Law requires that an office holder promptly disclose to the company any personal interest that he or she may have and all related
material information or documents relating to any existing or proposed transaction with the company. An interested office holder's
disclosure must be made promptly and, in any event no later than the first meeting of the board of directors at which the transaction
is considered. An office holder is not obliged to make such disclosure if the personal interest of the office holder derives solely from
the personal interest of his or her relative in a transaction that is not considered as an extraordinary transaction.

 Under
the Companies Law, once an office holder has complied with the above disclosure requirements, a company may approve a transaction between
the company and the office holder or a third-party in which the office holder has a personal interest, or approve an action by the office
holder that would otherwise be deemed a breach of duty of loyalty; however, a company may not approve a transaction or action that is
not performed by the office holder in good faith or unless it is in the company's interest.

 Under
the Companies Law, unless the articles of association of a company provide otherwise, a transaction with an office holder or a transaction
with a third party in which the office holder has a personal interest and an action of an office holder that would otherwise be deemed
a breach of duty of loyalty, which is not an extraordinary transaction, requires approval of the board of directors. Our amended and
restated articles of association do not provide otherwise.

 Under
the Companies Law, an extraordinary transaction in which an office holder has a personal interest requires approval first by the company's
audit committee and subsequently by the board of directors. The compensation of, or an undertaking to indemnify or insure, an office
holder who is not a director requires approval first by the company's compensation committee, then by the company's board
of directors, and, if such compensation arrangement or an undertaking to indemnify or insure is inconsistent with the company's
stated compensation policy or if the office holder is the chief executive officer (subject to a number of exceptions), then such arrangement
is subject to a Special Approval for Compensation. Arrangements regarding the compensation, indemnification or insurance of a director
or the chief executive officer of the company require the approval of the compensation committee, board of directors and, subject to
certain exceptions, shareholders by an ordinary majority, in that order, and in the case of the chief executive officer or under certain
circumstances, a Special Approval for Compensation.

 A
director who has a personal interest in a matter that is considered at a meeting of the board of directors or the audit committee may
generally not be present at the meeting or vote on the matter unless a majority of the directors or members of the audit committee have
a personal interest in the matter, or unless the chairman of the audit committee or board of directors (as applicable) determines that
he or she should be present to present the transaction that is subject to approval. If a majority of the directors have a personal interest
in the matter, such matter also requires approval of the shareholders of the company.

 Under
the Companies Law, the definition of a "personal interest" includes the personal interest of a person in an action or a transaction
of a company, including the personal interest of such person's relative or the interest of any corporation in which the person
and/or such person's relative is a director or chief executive officer, a 5% or more shareholder or holds 5% or more of the voting
rights, or has the right to appoint at least one director or the chief executive officer, but excluding a personal interest stemming
solely from the fact of holding shares in the company. A personal interest also includes (1) a personal interest of a person who votes
according to a proxy of another person, including in the event that the other person has no personal interest, and (2) a personal interest
of a person who gave the proxy to another person to vote on his or her behalf, regardless of whether the proxy holder has discretion
how to vote on the matter.

 Under
the Companies Law, an "extraordinary transaction" which requires approval is defined as any of the following:

 a
transaction other than in the ordinary course of business;

 a
transaction that is not on market terms; or

 a
transaction that may have a material impact on the company's profitability, assets or liabilities.

 An
extraordinary transaction in which an office holder has a personal interest requires approval of the company's audit committee
followed by the approval of the board of directors.

 Disclosure
of personal interests of a controlling shareholder and approval of transactions

 Under
the Companies Law, the disclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company.
See "Item 10. Directors, Executive Officers and Corporate Governance-Board Practices - Audit committee-Approval of transactions
with related parties" for a definition of controlling shareholder. Unless exempted under the Companies Law, extraordinary transactions
with a controlling shareholder or in which a controlling shareholder has a personal interest, which includes transactions for the provision
of services by a controlling shareholder or his or her relative, whether directly or indirectly, including through a company controlled
by such controlling shareholder, and if such controlling shareholder or relative thereof is an office holder in the company, any transactions
regarding his or her terms of office, require the approval of the audit committee, the board of directors and a majority of the shares
voted by the shareholders of the company participating and voting on the matter in a shareholders' meeting. In addition, the shareholder
approval must fulfill one of the following requirements, which we refer to as a Special Majority:

 at
least a majority of the shares held by shareholders who do not have a personal interest in the transaction and are voting at the meeting
must be voted in favor of approving the transaction, excluding abstentions; or

 the
shares voted by shareholders who do not have a personal interest in the transaction who vote against the transaction represent no more
than 2% of the voting rights in the company.

 In
addition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest
with a term of more than three years requires approval once every three years, unless, with respect to certain transactions that are
not related to provision of services or terms of office, the audit committee determines that the longer duration of the transaction is
reasonable given the circumstances related thereto.

 Arrangements
regarding the compensation, indemnification or insurance of a controlling shareholder in his or her capacity as an office holder require
the approval of the compensation committee, board of directors and shareholders by a Special Majority and the terms thereof may not be
inconsistent with the company's stated compensation policy.

to regulations promulgated under the Companies Law, certain transactions and arrangements with a controlling shareholder or his or her
relative, or with directors or office holders, which would otherwise require approval of a company's shareholders, may be exempt
from shareholder approval under certain conditions.

of Directors and Executive Officers

 Directors.
The Companies Law requires the approval of the compensation of a public company's directors (including directors who serve as executive
officers and the chief executive officer) in the following order: (i) the compensation committee, (ii) the board of directors and, (iii)
unless exempted under regulations promulgated under the Companies Law, the approval of the shareholders at a general meeting. If the
compensation of our directors is inconsistent with our stated compensation policy, then, those provisions that must be included in the
compensation policy according to the Companies Law must have been considered by the compensation committee and board of directors, and
shareholder approval will also be required, provided that:

 at
least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in
such matter, present and voting at such meeting, are voted in favor of the compensation package, excluding abstentions; or

 the total
number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against
the compensation package does not exceed 2% of the aggregate voting rights in the company.

 Executive
officers other than the chief executive officer. The Companies Law requires the approval of the compensation of a public company's
executive officers (other than an officer who is also a director and the chief executive officer) in the following order: (i) the compensation
committee, (ii) the company's board of directors, and (iii) if such compensation arrangement is inconsistent with the company's
stated compensation policy, the company's shareholders (by a special majority vote as discussed above with respect to the approval
of director compensation).

 However,
if the shareholders of the company do not approve a compensation arrangement with an executive officer that is inconsistent with the
company's stated compensation policy, the compensation committee and board of directors may override the shareholders' decision
if each of the compensation committee and the board of directors provide detailed reasons for their decision in accordance with the Companies
Law.

 An
amendment to an existing arrangement with an office holder who is not the chief executive officer or a director requires only the approval
of the compensation committee, if the compensation committee determines that the amendment is not material in comparison to the existing
arrangement. However, according to regulations promulgated under the Companies Law, an amendment to an existing arrangement with an office
holder who is subordinate to the chief executive officer (and who is not a director) shall not require the approval of the compensation
committee, if (i) the amendment is approved by the chief executive officer and the company's compensation policy determines that
a non-material amendment to the terms of service of an office holder (other than the chief executive officer) may be approved by the
chief executive officer and (ii) the engagement terms are consistent with the company's compensation policy.

 Chief
executive officer. Under the Companies Law, the compensation of a public company's chief executive officer (who is not a director)
is required to be approved by: (i) the company's compensation committee; (ii) the company's board of directors, and (iii)
the company's shareholders (by a special majority vote as discussed above with respect to the approval of director compensation).
However, if the shareholders of the company do not approve the compensation arrangement with the chief executive officer and, provided
that he or she is not also a director, the compensation committee and board of directors may override the shareholders' decision
if each of the compensation committee and the board of directors provide a detailed report for their decision in accordance with the
Companies Law. The approval of each of the compensation committee and the board of directors should be in accordance with the company's
stated compensation policy; however, in special circumstances, they may approve compensation terms of a chief executive officer that
are inconsistent with such policy provided that they have considered those provisions that must be included in the compensation policy
according to the Companies Law and that shareholder approval was obtained (by a special majority vote as discussed above with respect
to the approval of director compensation).

 In
addition, in the case of a new chief executive officer, the compensation committee may waive the shareholder approval requirement with
regards to the approval of the engagement terms of a candidate for the chief executive officer position, if they determine that the compensation
arrangement is consistent with the company's stated compensation policy, and that the chief executive officer did not have a prior
business relationship with the company or a controlling shareholder of the company and that subjecting the approval of the engagement
to a shareholder vote would impede the company's ability to employ the chief executive officer candidate.

 Duties
of Shareholders

 Under
the Companies Law, a shareholder has a duty to refrain from abusing its power in the company and to act in good faith and in an acceptable
manner in exercising its rights and performing its obligations to the company and other shareholders, including, among other things,
when voting at general meetings of shareholders on the following matters:

 an
amendment to the articles of association;

 an
increase in the company's authorized share capital;

 a
merger; and

 the
approval of related party transactions and acts of office holders that require shareholder approval.

 A
shareholder also has a general duty to refrain from discriminating against other shareholders.

 The
remedies generally available upon a breach of contract will also apply to a breach of the above-mentioned shareholder duties, and in
the event of discrimination against other shareholders, additional remedies are available to the injured shareholder.

 In
addition, any controlling shareholder, any shareholder that knows that its vote can determine the outcome of a shareholder vote and any
shareholder that, under a company's articles of association, has the power to appoint or prevent the appointment of an office holder,
or any other power with respect to the company, has a duty to act with fairness towards the company. The Companies Law does not describe
the substance of this duty, except to state that the remedies generally available upon a breach of contract will also apply in the event
of a breach of the duty to act with fairness, taking the shareholder's position in the company into account.

 Approval
of Private Placements

 Under
the Companies Law and the regulations promulgated thereunder, a private placement of securities does not require approval at a general
meeting of the shareholders of a company; provided however, that in special circumstances, such as a private placement completed in lieu
of a special tender offer or a private placement which qualifies as a related party transaction (see "Item 10. Directors, Executive
Officers and Corporate Governance-Board Practices-Fiduciary duties and approval of specified related party transactions under Israeli
law"), approval at a general meeting of the shareholders of a company is required.

 Exculpation,
Insurance and Indemnification of Office Holders

 Under
the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. A company may exculpate
an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach
of the duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our amended and
restated articles of association include such a provision. An Israeli company may not exculpate a director from liability arising out
of a breach of the duty of care with respect to a dividend or distribution to shareholders.

 Under
the Companies Law and the Securities Law, 5738-1968, or the Securities Law, a company may indemnify an office holder in respect of the
following liabilities, payments and expenses incurred for acts performed as an office holder, either pursuant to an undertaking made
in advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles of association:

 a
monetary liability incurred by or imposed on him or her in favor of another person pursuant to a judgment, including a settlement or
arbitrator's award approved by a court. However, if an undertaking to indemnify an office holder with respect to such
liability is provided in advance, then such undertaking must be limited to certain events which, in the opinion of the board of
directors, can be foreseen based on the company's activities when the undertaking to indemnify is given, and to an amount or
according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail
the foreseen events and described above amount or criteria; reasonable litigation expenses, including reasonable attorneys'
fees, incurred by the office holder as (1) a result of an investigation or proceeding instituted against him or her by an authority
authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a
result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the
criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with
respect to an offense that does not require proof of criminal intent; or (2) in connection with a monetary sanction; a monetary
liability imposed on him or her in favor of an injured party at an Administrative Procedure (as defined below) pursuant to Section
52(54)(a)(1)(a) of the Securities Law;

incurred by an office holder or certain compensation payments made to an injured party that were instituted against an office holder
in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys'
fees; and

 reasonable
litigation expenses, including attorneys' fees, incurred by the office holder or imposed by a court in proceedings instituted against
him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was
acquitted or as a result of a conviction for an offense that does not require proof of criminal intent.

 "Administrative
Procedure" is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative
Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures
subject to conditions) to the Securities Law.

 Under
the Companies Law and the Securities Law, a company may insure an office holder against the following liabilities incurred for acts performed
by him or her as an office holder if and to the extent provided in the company's articles of association:

 a
breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office
holder;

 a
breach of duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that
the act would not harm the company;

 a
monetary liability imposed on the office holder in favor of a third party;

 a
monetary liability imposed on the office holder in favor of an injured party at an Administrative Procedure pursuant to Section 52(54)(a)(1)(a)
of the Securities Law; and

incurred by an office holder in connection with an Administrative Procedure instituted against him or her, including reasonable litigation
expenses and reasonable attorneys' fees.

 Under
the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:

 a
breach of duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent
that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;

 a
breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office
holder;

 an
act or omission committed with intent to derive illegal personal benefit; or

 a
fine, monetary sanction or forfeit levied against the office holder.

 Under
the Companies Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee and the
board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders. See "Item
10. Directors, Executive Officers and Corporate Governance-Board Practices-Fiduciary duties and approval of specified related party transactions
under Israeli law."

 Our
amended and restated articles of association permit us to, exculpate, indemnify and insure our office holders as permitted under the
Companies Law. Our office holders are currently covered by a directors and officers' liability insurance policy. As of the date
of this registration statement, no claims for directors' and officers' liability insurance have been filed under this policy,
we are not aware of any pending or threatened litigation or proceeding involving any of our directors or officers in which indemnification
is sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or
officer.

 We
have entered into agreements with each of our directors and executive officers exculpating them, to the fullest extent permitted by law,
from liability to us for damages caused to us as a result of a breach of duty of care, and undertaking to indemnify them to the fullest
extent permitted by law. The insurance is subject to our discretion depending on its availability, effectiveness and cost. Effective
as November 17, 2021, the maximum amount set forth in such agreements is (1) with respect to indemnification in connection with a public
offering of our securities by us, the gross proceeds raised by us and/or any selling shareholder in such public offering, and (2) with
respect to all other permitted indemnification, the greater of (i) an amount equal to 25% of our shareholders' equity on a consolidated
basis, according to our most recent financial statements as of the time of the actual payment of indemnification; (ii) $150 million and
(iii) 40% of the company total market cap, which means the average closing price of our ordinary shares over the 30 trading days prior
to the actual payment of indemnification multiplied by the total number of our issued and outstanding shares as of the date of actual
payment). In the opinion of the SEC, indemnification of directors and executive officers for liabilities arising under the Securities
Act however, is against public policy and therefore unenforceable.

 Item
11. Executive Compensation

 Summary
Compensation Table

 The
table below provides information with respect to the fiscal years ended December 31, 2023 and December 31, 2022 regarding the compensation
of the principal executive officer and the two most highly paid executive officers at the end of fiscal year 2023. In addition, the table
below reflects the compensation granted to our five most highly compensated office holders (as defined in the Companies Law) during or
with respect to the year ended December 31, 2023 and 2022. Such executive officers and office holders are referred to herein as our Covered
Executives.

 Name and Principal Position

 Year

 Salary

($)

 Share

Awards (1)
($)

Awards (1)
($)

 Nonequity

Incentive Plan

($)

 Total

($)

 2023

 570,833

 246,979

 431,496

 115,000

 1,364,309

 Chief Executive Officer (2)

 2022

 156,538

 52,664

 101,793

 —

 310,996

 Terry Coelho (3)

 2023

 1,049,098

 —

 6,609

 —

 1,055,707

 Chief Financial Officer

 2022

 —

 —

 —

 —

 —

 Michele Korfin (4)

 2023

 477,250

 252,768

 510,748

 439,780

 1,680,546

 Chief Operating and Commercial Officer

 2022

 454,964

 193,079

 434,208

 150,500

 1,232,751

 Ronit Simantov (5)

 2023

 477,250

 223,792

 211,851

 427,430

 1,340,323

 Chief Medical and Chief Scientific Officer

 2022

 457,160

 189,710

 245,237

 135,150

 1,027,257

 Josh Patterson

 2023

 441,667

 144,449

 184,399

 391,000

 1,161,515

 General Counsel and Chief Compliance Officer

 2022

 396,667

 105,600

 139,939

 82,000

 724,206

 (1)
 For
further information about the assumptions used for the valuation of the Share Awards and Option Awards, see Note 11 to Consolidated Financial
Statements elsewhere in this Annual Report.

 (2)
 Ms.
Jenkins joined us as President, Chief Executive Officer and Director, effective September 19, 2022. The non-equity incentive compensation
Ms. Jenkins received in 2023 is comprised of her performance-based annual bonus.

 (3)
 Ms.
Coelho joined us as Chief Financial Officer in May 2023 and is compensated under a consulting arrangement at the rate of $500 per hour
for services rendered.

 (4)
 In
2023, the non-equity incentive compensation Ms. Korfin received was comprised of a performance-based annual bonus of $183,000 and retention
bonuses of $256,780. In 2022, the non-equity incentive compensation Ms. Korfin received was comprised of a performance-based annual bonus
of $86,000 and retention bonuses of $64,500.

 (5)
 In
2023, the non-equity incentive compensation Dr. Simantov received was comprised of a performance-based annual bonus of $177,000 and retention
bonuses of $250,430. In 2022, the non-equity incentive compensation Dr. Simantov received was comprised of $77,000 performance-based
annual bonus and retention bonuses of $58,150.

 Narrative
Disclosure to Summary Compensation Table

Philosophy and Objectives

 Our
executive compensation program is designed to attract, motivate and retain highly experienced leaders who will contribute to our success
and enhance shareholder value, while demonstrating professionalism in a highly achievement-oriented culture. Our program is based on
merit and rewards excellent performance in the long term, and it aims to embed our core values within our leadership team's behavior.

 To
that end, our program i s designed, where possible:

 To
 closely align the interests of the executive officers with those of our shareholders in order
 to enhance shareholder value;

 To
 align a significant portion of the executive officers' compensation with our short
 and long-term goals and performance;

 To
 provide the executive officers with a structured compensation package, including competitive
 salaries, performance-motivating cash and equity incentive programs and benefits;

 To
 strengthen the retention and the motivation of executive officers in the long term, and to
 be able to present to each executive officer an opportunity to advance in a growing organization;

 To
 provide appropriate awards in order to incentivize superior individual performance; and

 To
 maintain consistency in the way executive officers are compensated.

 Our
executive compensation program was prepared taking into account our size and business and financial
characteristics.

 Role
of the Compensation Committee and Executive Officers in Setting Executive Compensation

 The
compensation and talent committee of our Board, or the compensation and talent committee, is responsible for determining our executives'
compensation. During the past fiscal year, after taking into consideration the six factors described above, the compensation and talent
committee engaged Radford, which is part of Aon plc, as its compensation consultant. Our compensation and talent committee selected Radford
based on Radford's general reputation in the industry. The compensation and talent committee requested that Radford:

 evaluate
the efficacy of our existing compensation strategy and practices in supporting and reinforcing our long-term strategic goals; and

 assist
in refining our compensation strategy and in developing and implementing an executive compensation program to execute that strategy.

 As
part of its engagement, the compensation and talent committee also requested that Radford develop a group of comparator companies and
to perform analyses of competitive performance and compensation levels for that group, and finally, to develop recommendations for our
executive compensation program that were presented to the compensation and talent committee for its consideration. Following an active
dialogue with Radford, the compensation and talent committee approved the recommendations.

 Historically,
the compensation and talent committee has made significant adjustments to annual compensation, determined bonus and equity awards and
established new performance objectives at one or more meetings held during the first quarter of the year. However, the compensation and
talent committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as
high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends,
plans or approaches to compensation, at various meetings throughout the year. Generally, the compensation and talent committee's
process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for
the current year. For all executives other than the chief executive officer, our compensation and talent committee typically reviews
and discusses each executive's performance and his or her proposed compensation with our chief executive officer. Based on those
discussions and at its discretion, the compensation and talent committee then determines the compensation of each executive officer for
approval by the board of directors. The chief executive officer may not participate in, or be present during, any deliberations or determinations
of the compensation and talent committee regarding his or her compensation and his or her compensation is subjected to shareholder approval.
The compensation and talent committee evaluates the chief executive officer and makes recommendations to the board of directors regarding
the chief executive officer's compensation, which is then approved by the full board of directors in its discretion. In determining
the performance and compensation of all executives and directors, as part of its deliberations, the compensation and talent committee
may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information,
tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, executive
and director stock ownership information, Company stock performance data, analyses of historical executive compensation levels and current
Company-wide compensation levels, as well as recommendations from the committee's compensation consultant, including analyses of
executive and director compensation paid at other companies identified by the consultant.

 The
compensation and talent committee also evaluates our executive compensation program in light of our shareholders' views and our
transforming business needs and expects to continue to consider the outcome of our "say on pay" votes and our shareholders'
views when making future executive compensation decisions. The compensation programs for our executives are also subject to the approval
of our board of directors and in the case of our chief executive officer and directors, and certain other cases, the approval of our
shareholders. For additional information regarding our executive compensation program, see "Item 10. Directors, Executive Officers
and Corporate Governance—Compensation of Directors and Executive Officers."

 Executive
Compensation Program

 The
annual compensation arrangements for our Covered Executives consist of an annual base salary and long-term incentive compensation in
the form of equity awards. Our Covered Executives are also eligible to receive short-term incentive compensation in the form of annual
incentive awards, which may be paid in cash or equity-based awards. We have historically emphasized the use of equity to provide incentives
for our Covered Executives, to focus on the growth of our overall enterprise value and, correspondingly, to create sustainable value
for our shareholders.

 Annual
Base Compensation

 We
have entered into agreements with each of our Covered Executives that establish annual base compensation, which are generally reviewed
and approved in the first quarter of the fiscal year by our compensation and talent committee. Annual base salaries or fees are intended
to provide a fixed component of compensation to our Covered Executives, in order to compensate our Covered Executives for the satisfactory
performance of their duties, reflecting their experience, expertise, roles and responsibilities.

 Base
compensation for our Covered Executives have generally been set at levels deemed necessary to attract and retain individuals with superior
talent. Merit-based increases to compensation are based on our chief executive officer's assessment of the individual executive's
performance, the recommendations made by the chief executive officer and the competitive market in which we operate for talent.

 The
following table presents the annual base salaries or fees earned by each of our Covered Executives during the fiscal years ended 2023
and 2022, respectively, as determined by the board of directors or compensation and talent committee, as applicable:

 Name and Title

 2023
 Base
 Salary
 ($)

 2022
 Base
 Salary
 ($)

 Abigail Jenkins – Chief Executive Officer (1)

 575,000

 156,538

 Terry Coelho – Chief Financial Officer (2)

 1,049,098

 —

 Michele Korfin – Chief Operating and Commercial Officer

 480,700

 460,000

 Joshua Patterson – General Counsel

 450,000

 400,000

 Dr. Ronit Simantov – Chief Medical and Chief Scientific Officer

 480,700

 460,000

 (1)
 Ms.
 Jenkins's employment with us commenced on September 19, 2022. Pursuant to the terms
 of Ms. Jenkins's employment agreement dated September 18, 2022, or the Jenkins Employment
 Agreement, Ms. Jenkins had an annual base salary of $550,000 in 2022 and her base salary
 amount for 2022 was a pro-rated amount for the partial year of service.

 (2)
 Ms.
 Coelho's engagement with us commenced on May 22, 2023. Ms. Coelho is compensated under
 a consulting arrangement at the rate of $500 per hour for services rendered.

 Annual
Incentive Compensation

 Our
Covered Executives, excluding Ms. Coelho, are eligible to receive annual incentive compensation based on the satisfaction of individual
and corporate performance objectives established by the Board of Directors. Each named executive office has a target annual incentive
opportunity, calculated as a percentage of annual base compensation, and may earn more or less than the target amount based on our Company's
and his or her individual performance. The 2023 target annual incentive opportunity for each of our Covered Executives is set forth below:

 Named Executive Officer

 Target Bonus
 % of

Salary

 Target Bonus

 ($)

 %

 287,500

 Terry Coelho

 —
 %

 —

 Michele Korfin

 %

 192,280

 Josh Patterson

 %

 180,000

 Dr. Ronit Simantov

 %

 192,280

 On
January 31, 2024, the board of directors, upon recommendation of the compensation and talent committee, approved the annual incentives
to be paid to the Covered Executives for performance in 2023 consistent with our compensation policy for executive officers and directors,
which amounts are reported in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table above.
The board of directors determined that the corporate goals had been achieved at 65% of the overall target, and that as a baseline, the
achievement of the corporate goals and individual goals would account for 75% and 25%, respectively, of each named executive officer's
2023 annual incentive payout (other than the President and Chief Executive Officer, Abigail Jenkins). With respect to Ms. Jenkins, the
board of directors determined that as a baseline, the achievement of the corporate goals and individual goals would account for 100%
and 0%, respectively, of her 2023 annual incentive payout. In light of the Company's current financial situation, and to maximize
the allocation of the 2023 annual merit budget to non-executive employees for their 2024 annual salary increases, each of the named executive
officers has agreed to forego any base salary increase for 2024.

 Equity-Based

 Our
equity-based incentive awards granted to our Covered Executives are designed to align the interests of our Covered Executives with those
of our shareholders. Vesting of equity awards is generally tied to each officer's continuous service with us and serves as an additional
retention measure. Our executives generally are awarded an initial new hire grant upon commencement of employment and thereafter on an
annual basis, subject to the discretion of the Board or compensation and talent committee, as applicable. The equity awards described
in this section are included in the "Share Awards" and "Option Awards" columns, as applicable, of the Summary
Compensation Table above.

 In
2023, we granted a blend of options, RSUs and restricted share unit awards to our Covered Executives. We believe this blended approach
will enable us to deliver competitive equity awards and enhances the retention of key talent.

 Retirement
Benefits and Other Compensation

 Our
Covered Executives did not participate in, or otherwise receive any benefits under, any pension, retirement or deferred compensation
plan sponsored by us during 2023 or 2022, except for customary 401(k) matching contribution for our U.S. based Covered Executives. Our
Covered Executives are eligible to participate in our benefit programs on the same basis as all employees of our Company. We generally
do not provide perquisites or personal benefits to our Covered Executives except in limited circumstances, and we did not provide any
perquisites or personal benefits to our Covered Executives in 2023 or 2022.

 Agreements
with Our Covered Executives and Potential Payments upon Termination or Change in Control

 We
have entered into an agreement with each of our Covered Executives that provides for the basic terms of their employment or engagement
with us, including cash compensation, annual incentive opportunity and equity grants, as well as certain severance and change of control
benefits. Each of our Covered Executives other than Ms. Coelho is employed at will and may be terminated at any time for any reason.

Jenkins

 We
entered into an at-will employment agreement with Ms. Jenkins on September 18, 2022, as amended on March 12, 2024. Under the terms of
her employment agreement, Ms. Jenkins is eligible to receive a base salary of $575,000 with an annual target incentive opportunity of
up to 50% of her annual base salary. In connection with her employment agreement, Ms. Jenkins entered into a covenant not to disclose
our confidential information during her employment term and an assignment of intellectual property rights. Ms. Jenkins is also subject
to a non-competition provision for a period of 6 months from her last day of employment in the event of her separation from the Company
following a termination of her employment for any reason.

Payments Upon Termination or Acceleration Upon Change in Control

 Ms.
Jenkins's employment may be terminated (a) by us at any time for cause (as defined in her employment agreement), or (b) by us or
Ms. Jenkins for any reason. In the event of Ms. Jenkins's resignation for any reason or a termination by the Company without cause,
the terminating party will give the other party one month's notice of such termination. The Company has the right to determine
whether or not Ms. Jenkins will attend work during the one month notice period, but in either case, Ms. Jenkins shall be entitled to
receive her base salary in effect, less applicable deductions and withholdings, during the one month notice period.

 If
Ms. Jenkins's employment is terminated without cause or Ms. Jenkin terminates her employment for any reason, then Ms. Jenkins will
receive a payment equal to the sum of the base salary through the date of termination, reimbursement for approved but unpaid business
expenses through the date of termination, fully earned and declared (by the board of directors of Gamida Cell Ltd.) annual target bonus
(as defined in Ms. Jenkins's employment agreement) as of the date of termination which was not paid yet, any other amount and/or
entitlement owed to her pursuant to applicable law upon such termination, and, if applicable, the non-compete payments as described in
Ms. Jenkins's employment agreement. Specifically, if Ms. Jenkins's employment is terminated without cause or Ms. Jenkins
terminates her employment for good reason (each, as defined in Ms. Jenkins' employment agreement), then subject to certain conditions,
Ms. Jenkins will be entitled to receive a non-compete payment of (i) a lump sum equal to 9 months of Ms. Jenkins's annual base
salary, less applicable deductions and withholdings and less any severance pay-related amounts (if any) then paid, payable or accrued
and released to or for his benefit, and (ii) a lump sum equal to the cash value of 9 months of Ms. Jenkins's applicable COBRA premiums,
less applicable deductions and withholdings; provided, however, Ms. Jenkins will be eligible to receive an amount equal to the cash value
of up to 10 months of her applicable COBRA premiums, less applicable deductions and withholdings, in the event the Company waives all
or part of the one month notice period described above.

 In
the event of a change in control of the Company, if Ms. Jenkins's employment is terminated by the Company without cause, or if
she resigns on account of good reason (each, as defined in Ms. Jenkins's employment agreement), in each case within 12 months following
such change in control, then any options and other equity awards of the Company that have been granted to Ms. Jenkins prior to the change
in control and are outstanding as of the date of termination shall fully vest and become exercisable on such date in accordance with
the terms of the applicable plans.

 Any
rights to a transaction bonus were voided pursuant to Ms. Jenkins's amended employment agreement.

 Terry
Coelho

 We
engaged Ms. Coelho as an independent contractor pursuant to a Second Amended & Restated Consulting Agreement, which became effective
on December 31, 2023, or the Second A&R Consulting Agreement. Under the terms of the Second A&R Consulting Agreement, Ms. Coelho
will be engaged until March 31, 2024, unless the agreement is terminated by either party prior thereto by giving 30 days advance written
notice, or a material breach of the agreement occurs and is not cured within a 10 day notice period.

 On
March 26, 2024, we engaged Ms. Coelho as an independent contractor pursuant to a Third Amended & Restated Consulting Agreement, which
becomes effective April 1, 2024, referred to individually as the Third A&R Consulting Agreement, and together with the Second A&R
Consulting Agreement, the Consulting Agreements. The Third A&R Consulting Agreement extends the term of Ms. Coelho's engagement
through June 30, 2024.

 Under
the Consulting Agreements, Ms. Coelho is compensated by a consulting fee at the rate of $500.00 per hour. The Company and Ms. Coelho
expect that Ms. Coelho will provide services for at least 40 hours per week, but no more than 60 hours in a given week without commercially
reasonably efforts to obtain prior express authorization of the Company's Chief Executive Officer. In connection with the Consulting
Agreements, Ms. Coelho entered into a covenant not to disclose our confidential information during her engagement, an assignment of intellectual
property rights, and is subject to non-solicitation provisions during her engagement for a period of 12 months thereafter.

Payments Upon Termination or Change in Control

 Ms.
Coelho is not eligible for any payments upon termination or Change in Control.

 Ms.
Coelho was awarded options to purchase 10,000 ordinary shares of the Company pursuant to the Company's 2017 Share Incentive Plan,
which options will vest on the earlier of a change of control transaction, on the one hand, or May 22, 2024, on the other.

 Retention
Payments

 Pursuant to the Second A&R
Consulting Agreement, Ms. Coelho is eligible to earn a retention bonus of $100,000 if she remains continuously engaged with the Company
through March 31, 2024. Pursuant to the Third A&R Consulting Agreement, Ms. Coelho will be eligible to earn a retention payment of
$100,000 if she remains continuously engaged by the Company under the Third A&R Consulting Agreement through the earlier of (i) June
30, 2024, or (ii) the date the Company terminates the Third A&R Consulting Agreement without cause upon or following the (X) filing
of a pleading to commence a dissolution, insolvency or restructuring proceeding in an Israeli court, or (Y) closing of a change of control transaction.

Korfin

 We
entered into an at will employment agreement with Ms. Korfin on July 20, 2020, as amended most recently on March 12, 2024. Under the
terms of her employment agreement, Ms. Korfin is eligible to receive a base salary of $480,700 and an annual target incentive opportunity
of up to 40% of her annual base salary. In connection with her employment agreement, Ms. Korfin entered into a covenant not to disclose
our confidential information during her employment term and an assignment of intellectual property rights. Ms. Korfin is also subject
to a non-competition provision for a period of 6 months from her last day of employment in the event of her separation from the Company
following a termination of her employment for any reason.

Payments Upon Termination or Acceleration Upon Change in Control

 Ms.
Korfin's employment may be terminated (a) by us at any time for cause (as defined in Ms. Korfin's employment agreement),
or (b) by us or Ms. Korfin for any reason. In the event of Ms. Korfin's resignation for any reason or a termination by the Company
without cause, the terminating party will give the other party one month's notice of such termination. The Company shall have the
right to determine whether or not Ms. Korfin will attend work during the one month notice period, but in either case, Ms. Korfin shall
be entitled to receive her base salary in effect, less applicable deductions and withholdings, during the one month notice period.

 If Ms. Korfin's employment
is terminated without cause or Ms. Korfin terminates her employment for any reason, then Ms. Korfin will receive a payment equal to the
sum of the base salary through the date of termination, reimbursement for approved but unpaid business expenses through the date of termination,
fully earned and declared (by the board of directors of Gamida Cell Ltd.) annual target bonus (as defined in Ms. Korfin's employment
agreement) as of the date of termination which was not paid yet, any other amount and/or entitlement owed to her pursuant to applicable
law upon such termination, and, if applicable, the non-compete payments as described in Ms. Korfin's employment agreement. Specifically,
if Ms. Korfin's employment is terminated by the Company at any time without cause, or if she resigns on account of good reason
(each, as defined in Ms. Korfin's employment agreement), then subject to certain conditions, Ms. Korfin will be entitled to receive
a non-compete payment of (i) a lump sum equal to 6 months of her base salary, less applicable deductions and withholdings, and (ii) a
lump sum equal to the cash value of 6 months of Ms. Korfin's applicable COBRA premiums, less applicable deductions and withholdings;
provided, however, Ms. Korfin will be eligible to receive an amount equal to the cash value of up to 7 months of her applicable COBRA
premiums, less applicable deductions and withholdings, in the event the Company waives all or part of the one month notice period described
above.

 In
the event of a change in control of the Company, 50% of any unvested options and 50% of any other unvested equity awards of the Company
that have been granted to Ms. Korfin' will vest as of immediately prior to such change in control, and if Ms. Korfin's employment
is terminated by the Company without cause, or if she resigns on account of good reason (each, as defined in Ms. Korfin's employment
agreement), in each case within 12 months following such change in control, then any options and other equity awards of the Company that
have been granted to Ms. Korfin prior to the change in control and are outstanding as of the date of termination shall fully vest and
become exercisable on such date in accordance with the terms of the applicable plans.

 Retention
Payment

to a retention bonus and special transaction bonus agreement between the Company and Ms. Korfin, Ms. Korfin received a retention bonus
of $192,280.00, in advance of such payment being earned. Ms. Korfin earned the retention bonus by remaining continuously employed by
the company through January 30, 2024. Any rights to a transaction bonus were voided pursuant to Ms. Korfin's amended employment
agreement.

to Ms. Korfin's employment agreement, as amended, subject to certain conditions, Ms. Korfin is entitled to receive a lump sum retention
bonus of $125,000, less applicable deductions and withholdings, subject to Ms. Korfin being continuously employed through the earlier
of (i) 45 days after the closing of change of control (as defined in her employment agreement) or (ii) September 30, 2024. The retention
bonus will be paid on the first payroll date following it being earned by Ms. Korfin.

 Josh
Patterson

 We
entered into an at-will employment agreement with Mr. Patterson in July 2021, as amended most recently on March 12, 2024. Under the terms
of his agreement, Mr. Patterson is eligible to receive a base salary of $450,000 with an annual target incentive opportunity of up to
40% of his annual base salary. In connection with his employment agreement, Mr. Patterson entered into a covenant not to disclose our
confidential information during his employment term and an assignment of intellectual property rights. Mr. Patterson is also subject
to a non-competition provision for a period of 6 months from his last day of employment in the event of his separation from the Company
following a termination of his employment for any reason.

Payments Upon Termination or Acceleration Upon Change in Control

 Mr.
Patterson's employment may be terminated (a) by us at any time for cause (as defined in Mr. Patterson's employment agreement),
or (b) by us or Mr. Patterson for any reason. In the event of Mr. Patterson's termination by us without cause or Mr. Patterson
terminates his employment for any reason, we will give Mr. Patterson one month's notice of such termination, and in the event of
Mr. Patterson's resignation for any reason, he shall give us one month's notice. The Company shall have the right to determine
whether or not Mr. Patterson will attend work during the notice period, but in either case Mr. Patterson shall be entitled to receive
his base salary in effect, less applicable deductions and withholdings, during the one month notice period.

 If
Mr. Patterson's employment is terminated without cause or Mr. Patterson terminates his employment for any reason, then Mr. Patterson
will receive a payment equal to the sum of the base salary through the date of termination, reimbursement for approved but unpaid business
expenses through the date of termination, fully earned and declared (by the board of directors of Gamida Cell Ltd.) annual target bonus
(as defined in Mr. Patterson's employment agreement) as of the date of termination which was not paid yet, any other amount and/or
entitlement owed to him pursuant to applicable law upon such termination, and, if applicable, the non-compete payments as described in
Mr. Patterson's employment agreement. Specifically, if Mr. Patterson's employment is terminated without cause or Mr. Patterson
terminates his employment for good reason (each, as defined in Ms. Patterson's employment agreement), then subject to certain conditions,
Mr. Patterson will be entitled to receive a non-compete payment of (i) a lump sum equal to 6 months of his base salary, less applicable
deductions and withholdings and less any severance pay-related amounts (if any) then paid, payable or accrued and released to or for
his benefit, and (ii) a lump sum equal to the cash value of 6 months of Mr. Patterson's applicable COBRA premiums, less applicable
deductions and withholdings; provided, however, Mr. Patterson will be eligible to receive an amount equal to the cash value of up to
7 months of his applicable COBRA premiums, less applicable deductions and withholdings, in the event the Company waives all or part of
the one month notice period described above.

 In
the event of a change in control of the Company, if Mr. Patterson's employment is terminated by the Company without cause, or if
he resigns on account of good reason (each, as defined in Mr. Patterson's employment agreement), in each case within 12 months
following such change in control, then any options and other equity awards of the Company that have been granted to Mr. Patterson's
prior to the change in control and are outstanding as of the date of termination shall fully vest and become exercisable on such date
in accordance with the terms of the applicable plans.

 Retention
Payment

to a retention bonus and special transaction bonus agreement between the Company and Mr. Patterson, Mr. Patterson received a retention
bonus of $180,000, in advance of such payment being earned. Mr. Patterson earned the retention bonus by remaining continuously employed
by the company through January 30, 2024. Any rights to a transaction bonus were voided pursuant to Mr. Patterson's amended employment
agreement.

to Mr. Patterson's employment agreement, as amended, subject to certain conditions, Mr. Patterson is entitled to receive a lump
sum retention bonus of $125,000, less applicable deductions and withholdings, subject to Mr. Patterson being continuously employed through
the earlier of (i) 45 days after the closing of change of control (as defined in her employment agreement) or (ii) September 30, 2024.
The retention bonus will be paid on the first payroll date following it being earned by Mr. Patterson.

 Dr.
Ronit Simantov

 We
entered into an at-will employment agreement with Dr. Ronit Simantov in April 2017, as amended most recently on March 14, 2024. Under
the terms of her employment agreement Dr. Simantov is eligible to receive a base salary of $480,700 and an annual target incentive opportunity
of up to 40% of her annual base salary. 'In connection with her employment agreement, Dr. Simantov entered into a covenant not
to disclose our confidential information during her employment term and an assignment of intellectual property rights. Dr. Simantov is
also subject to a non-competition provision for a period of 6 months from her last day of employment in the event of her separation from
the Company following a termination of her employment for any reason.

Payments Upon Termination or Acceleration Upon Change in Control

 Dr.
Simantov's employment may be terminated (a) by us at any time for cause (as defined in Dr. Simantov's employment agreement),
or (b) by us or Dr. Simantov for any reason. In the event of Dr. Simantov's termination by us without cause, we will give Dr. Simantov
one month's' notice of such termination, and in the event of Dr. Simantov's resignation for any reason, she shall give
us one month's' notice. The Company shall have the right to determine whether or not Dr. Simantov will attend work during
the notice period, but in either case, Dr. Simantov shall be entitled to receive her base salary in effect, less applicable deductions
and withholdings, during the one month notice period described herein.

 If
Dr. Simantov's employment is terminated without cause or Dr. Simantov terminates her employment for any reason, then Dr. Simantov
will receive a payment equal to the sum of the base salary through the date of termination, reimbursement for approved but unpaid business
expenses through the date of termination, fully earned and declared (by the board of directors of Gamida Cell Ltd.) annual target bonus
(as defined in Dr. Simantov's employment agreement) as of the date of termination which was not paid yet, any other amount and/or
entitlement owed to her pursuant to applicable law upon such termination, and, if applicable, the non-compete payments as described in
Dr. Simantov's employment agreement. Specifically, if Dr. Simantov's employment is terminated without cause or Dr. Simantov
terminates her employment for good reason (each, as defined in Dr. Simantov's employment agreement), then subject to certain conditions,
Dr. Simantov will be entitled to receive a non-compete payment of (i) a lump sum equal to 6 months of her base salary, less applicable
deductions and withholdings and less any severance pay-related amounts (if any) then paid, payable or accrued and released to or for
her benefit, and (ii) a lump sum equal to the cash value of 6 months of Dr. Simantov's applicable COBRA premiums, less applicable
deductions and withholdings; provided, however, Dr. Simantov will be eligible to receive an amount equal to the cash value of up to 7
months of her applicable COBRA premiums, less applicable deductions and withholdings, in the event the Company waives all or part of
the one month notice period described above.

 In
the event of a change in control of the Company, if Dr. Simantov's employment is terminated by the Company without cause, or if
she resigns on account of good reason (each, as defined in Dr. Simantov's employment agreement), in each case within 12 months
following such change in control, then any options and other equity awards of the Company that have been granted to Dr. Simantov's
prior to the change in control and are outstanding as of the date of termination shall fully vest and become exercisable on such date
in accordance with the terms of the applicable plans.

 Retention
Payment

to a retention bonus and special transaction bonus agreement between the Company and Dr. Simantov, Dr. Simantov received a retention
bonus of $192,280.00, in advance of such payment being earned. Dr. Simantov earned the retention bonus by remaining continuously employed
by the company through January 30, 2024. Any rights to a transaction bonus were voided pursuant to Dr. Simantov's amended employment
agreement.

to Dr. Simantov's employment agreement, as amended, subject to certain conditions, Dr. Simantov is entitled to receive a lump sum
retention bonus of $125,000, less applicable deductions and withholdings, subject to Dr. Simantov being continuously employed through
the earlier of (i) 45 days after the closing of change of control (as defined in her employment agreement) or (ii) September 30, 2024.
The retention bonus will be paid on the first payroll date following it being earned by Dr. Simantov.

 Outstanding
Equity Awards at Fiscal Year End 2023

 Stock

 Name

 of
 underlying
 unexercised
 options (#)
 exercisable

 of
 underlying
 unexercised
 options (#)
 unexercisable

 exercise
 price
 ($)

 expiration

 date

 of
 shares or
 units of
 stock that
 have not
 vested (#)

 Market

 value of
 shares of
 units of
 stock that have
 not vested
 ($)

 Jenkins (1)

 312,500

 687,500

 2.22

 September 18, 2032

 —

 —

 Jenkins (2)

 71,924

 146,030

 1.59

 February 8, 2033

 —

 —

 Jenkins (3)

 —

 —

 —

 —

 167,500

 371,850

 Jenkins (4)

 —

 —

 —

 —

 73,039

 116,132

 Korfin (5)

 406,250

 93,750

 4.36

 August 31, 2030

 —

 —

 Korfin (6)

 13,851

 6,296

 9.51

 February 25, 2031

 —

 —

 Korfin (7)

 54,687

 70,313

 2.93

 January 28, 2032

 —

 —

 Korfin (2)

 61,429

 124,721

 1.59

 February 8, 2033

 —

 —

 Korfin (8)

 —

 —

 —

 —

 1,120

 10,651

 Korfin (9)

 —

 —

 —

 —

 31,257

 118,777

 Korfin (10)

 —

 —

 —

 —

 13,936

 40,832

 Korfin (4)

 —

 —

 —

 —

 62,304

 99,063

 Ronit
 Simantov

 186,574

 —

 4.90

 November 16, 2027

 —

 —

 Ronit
 Simantov

 49,400

 —

 11.01

 March 11, 2029

 —

 —

 Ronit
 Simantov (11)

 45,937

 3,063

 4.70

 February 24, 2030

 —

 —

 Ronit
 Simantov (6)

 37,125

 16,875

 9.51

 February 25, 2031

 —

 —

 Ronit
 Simantov (12)

 34,868

 44,832

 2.93

 January 27, 2032

 —

 —

 Ronit
 Simantov (2)

 38,392

 77,948

 1.59

 February 8, 2033

 —

 —

 Ronit
 Simantov (8)

 —

 —

 —

 —

 3,000

 28,530

 Ronit
 Simantov (9)

 —

 —

 —

 —

 28,189

 107,118

 Ronit
 Simantov (10)

 —

 —

 —

 —

 8,911

 26,109

 Ronit
 Simantov (4)

 —

 —

 —

 —

 38,927

 61,894

 Josh
 Patterson (13)

 98,437

 76,563

 3.80

 October 6, 2031

 —

 —

 Josh
 Patterson (12)

 34,081

 43,819

 2.93

 January 27, 2032

 —

 —

 Josh
 Patterson (2)

 41,533

 84,327

 1.59

 February 8, 2033

 —

 —

 Josh
 Patterson (14)

 —

 —

 —

 —

 10,000

 38,000

 Josh
 Patterson (10)

 —

 —

 —

 —

 8,710

 25,520

 Josh
 Patterson (4)

 —

 —

 —

 —

 42,210

 67,114

 Terry
 Coelho (15)

 —

 10,000

 1.98

 June 12, 2033

 —

 —

 (1)
 One
 fourth (1/4 th) of the shares subject to the option award vested on September 19,
 2023, and one twelfth (1/12 th) of the remaining shares subject to the option award
 vested or shall vest in equal quarterly installments thereafter, subject to the officer's

 (2)
 33%
 of the shares subject to the option award vested or shall vest on each of August 8, 2023
 and August 8, 2024, respectively, and 34% of the shares subject to the option award shall
 vest on August 8, 2025, subject to the Reporting Person's continuous service through
 such vesting date.

 (3)
 The
 restricted stock unit award shall vest in three equal annual installments on September 19,
 2023, September 19, 2024, and September 19, 2025, subject to the officer's continuous
 service through such vesting date.

 (4)
 Represents
 an RSU award, which vested or shall vest with respect to 33% of the RSUs, on each of August
 8, 2023 and August 8, 2024, respectively, and with respect to 34% of the RSUs, on August
 8, 2025. The vesting of the RSUs is subject to the individual's continuous service
 through each such vesting date.

 (5)
 One
 fourth (1/4th) of the shares subject to the option award vested on August 15, 2021, and one
 twelfth (1/12th) of the remaining shares subject to the option award vested or shall vest
 in equal quarterly installments thereafter, subject to the Reporting Person's continuous
 service through such vesting date.

 (6)
 One
 fourth (1/4 th) of the shares subject to the option award vested on February 25,
 2022, and one twelfth (1/12 th) of the remaining shares subject to the option award
 vested or shall vest in equal quarterly installments thereafter, subject to the officer's

 (7)
 One
 fourth (1/4th) of the shares subject to the option award shall vest on January 28, 2023,
 and one twelfth (1/12th) of the remaining shares subject to the option award shall vest in
 equal quarterly installments thereafter, subject to the individual's continuous service
 through such vesting date.

 (8)
 The
 restricted shares shall vest in three equal annual installments on February 25, 2022, February
 25, 2023, and February 25, 2024, subject to the officer's continuous service through
 such vesting date.

 (9)
 20%
 of the restricted shares shall vested upon the Omisirge BLA acceptance, an additional 30%
 of the restricted shares shall vested upon BLA approval, and the remaining 50% shall vest
 on the one-year anniversary of the BLA approval; provided, in each case, that such applicable
 vesting event actually occurs (which is uncertain and not assured) and subject to the officer's

 (10)
 The
 RSU award shall vest in three equal annual installments on January 28, 2023, January 28,
 2024, and January 28, 2025, subject to the individual's continuous service through
 each such vesting date.

 (11)
 One
 fourth (1/4 th) of the shares subject to the option award vested on February 24,
 2021, and one twelfth (1/12 th) of the remaining shares subject to the option award
 vested or shall vest in equal quarterly installments thereafter, subject to the officer's

 (12)
 One
 fourth (1/4 th) of the shares subject to the option award vested on January 28,
 2023, and one twelfth (1/12 th) of the remaining shares subject to the option award
 vested or shall vest in equal quarterly installments thereafter, subject to the officer's

 (13)
 One
 fourth (1/4 th) of the shares subject to the option award vested on August 30,
 2022, and one twelfth (1/12 th) of the remaining shares subject to the option award
 vested or shall vest in equal quarterly installments thereafter, subject to the officer's

 (14)
 The
 restricted shares shall vest in three equal annual installments on August 30, 2022, August
 30, 2023, and August 30, 2024, subject to the officer's continuous service through
 such vesting date.

 (15)
 This
 option vests on the earlier of (i) the date of the closing of a Merger/Sale (as such term
 is defined under the Issuer's 2017 Share Incentive Plan (as amended)), or (ii) May
 22, 2024, so long as, prior to such date, (x) the individual has not terminated without cause
 the individual's Consulting Agreement (the "Agreement") with the Issuer
 or (y) we have not terminated the Agreement for breach (and such breach has not been cured).

 Securities
authorized for issuance under equity compensation plans.

 The
following table summarizes our equity compensation plan information as of December 31, 2023. Information is included for equity compensation
plans approved by our shareholders. We do not have any equity compensation plans not approved by our shareholders.

 Plan Category

 of
 to be issued
 upon exercise
 of outstanding
 options,
 warrants and
 rights
 (a)

 Weighted-

 exercise
 price of
 outstanding
 options,
 warrants
 and rights
 (b)

 of
 remaining
 available for
 future
 issuance
 under equity
 compensation
 plans
 (excluding

 reflected in
 column
 (a))

 Equity compensation plans approved by shareholders

 8,246,065

 3.83

 2,455,978

 Equity compensation plans not approved by shareholders

 —

 —

 —

 Total

 8,246,065

 3.83

 2,455,978

 Additional
Narrative Disclosure

 Employee
Share and Option Plan (1998)

 In
1998, our board of directors adopted our Employee Share and Option Plan (1998), or the 1998 Plan. There are currently no options outstanding
or options available for issuance under the 1998 Plan. There are currently 180,329 ordinary shares, which resulted from the exercise
of certain options granted under the 1998 Plan, held in trust in favor of the employees who exercised such options. The 1998 Plan remains
in effect in order to allow our employees to enjoy certain tax benefits under Israeli tax law.

 Stock
Option Plan (1999)

 In
1999, our board of directors adopted our Stock Option Plan (1999), or the 1999 Plan. There are currently no options outstanding or options
available for issuance under the 1999 Plan. There are currently 5,000 ordinary shares, which resulted from the exercise of certain options
granted under the 1999 Plan, held in trust in favor of the employees who exercised such options. The 1999 Plan remains in effect in order
to allow our employees to enjoy certain tax benefits under Israeli tax law.

 2003
Israeli Share Option Plan

 In
July 2003, our board of directors adopted our 2003 Israeli Share Option Plan, or the 2003 Plan. There are currently no options outstanding
or options available for issuance under the 2003 Plan. There are currently 54,569 ordinary shares, which resulted from the exercise of
certain options granted under the 2003 Plan, held in trust in favor of the employees who exercised such options. The 2003 Plan remains
in effect in order to allow our employees to enjoy certain tax benefits under Israeli tax law.

 2014
Israeli Share Incentive Plan

 In
November 2014 and December 2014, respectively, the Board adopted and the Company's shareholders approved the 2014 Israeli
Share Incentive Plan, or the 2014 Plan. The 2014 Plan replaced the Company's 2003 Plan. The Company is no longer granting options
under the 2014 Plan because it was superseded by the 2017 Share Incentive Plan, or the 2017 Plan. As of December 31, 2023, no options
were outstanding under the 2014 Plan.

 2017
Share Incentive Plan

 In
January 2017 and February 2017, respectively, our board of directors adopted and our shareholders approved our 2017 Plan. The 2017 Plan
replaced our 2014 Plan. We are no longer granting options under the 2014 Plan because it was superseded by the 2017 Plan, although previously
granted awards remain outstanding. As of December 31, 2023, we had options to purchase 7,109,262 ordinary shares outstanding under the
2017 Plan with a weighted-average exercise price of $3.83. On February 25, 2021 and November 17, 2021, our board of directors and shareholders,
respectively, approved an amendment and restatement of the 2017 Plan.

 As
of December 31, 2023, our amended and restated 2017 Plan had up to 2,455,978 ordinary shares available for issuance. The amended and
restated 2017 Plan also contains an "evergreen" provision, which provides for an automatic allotment of ordinary shares to
be added every year to the pool of ordinary shares available for grant under the 2017 Plan. Under the evergreen provision, on January
1 of each year (beginning January 1, 2022), the number of ordinary shares available under the 2017 Plan automatically increases by the
lesser of the following: (i) 4% of our outstanding ordinary shares on the last day of the immediately preceding year; and (ii) an amount
determined in advance of January 1 by the board.

 The
2017 Plan provides for the grant of awards, including options, restricted shares and RSUs, to our and our affiliates' directors,
employees, officers, consultants, advisors, and any other person whose services are considered valuable to us or our affiliates, to increase
their efforts on our and our affiliates' behalf, and to promote the success of our business by providing them with opportunities
to acquire a proprietary interest in us.

 The
2017 Plan is administered by a committee designated by the board of directors, which determines, subject to Israeli law, the grantees
of awards and the terms of the grant, including, exercise prices, vesting schedules, acceleration of vesting and conditions and restrictions
applicable to an award, as well other matters necessary in the administration of the 2017 Plan. In the event that the Board does not
appoint or establish a committee, the 2017 Plan shall be administered by the Board. The 2017 Plan enables us to issue awards under various
tax regimes, including, without limitation, pursuant to Section 102 of the Ordinance as discussed under "2014 Israeli Share Option
Plan" above, and under Section 3(i) of the Ordinance and Section 422 of the United States Internal Revenue Code of 1986, as amended,
or the Code.

 The
2017 Plan provides that awards granted to our employees, directors and officers who are not controlling shareholders and who are considered
Israeli residents are intended to qualify for special tax treatment under the "capital gain track" provisions of Section
102(b) of the Ordinance as detailed above. Our Israeli non-employee service providers and controlling shareholders may only be granted
awards under Section 3(i) of the Ordinance, which does not provide for similar tax benefits.

granted under the 2017 Plan to U.S. residents may qualify as "incentive stock options" within the meaning of Section 422
of the Code, or may be non-qualified. The exercise price for "incentive stock options" must not be less than the fair market
value on the date on which an option is granted, or 110% of the fair market value if the option holder holds more than 10% of our share
capital.

 The
vesting schedule of options granted under the 2017 Plan is set forth in each grantee's grant letter.

terminate upon the date set out in the grantee's specific award agreement or at the end of an extended period following the termination
of the grantee's employment or service. In the event of the death of a grantee while employed by or performing service for us or
an affiliate, or within the three (3) month period after the termination, or in the event of termination of a grantee's employment
or services for reasons of disability, the grantee (or his or her estate or legal successor (in the case of death) or the person who
acquired legal rights to exercise such awards (in the case of death or disability)), may exercise awards that have vested prior to termination
within a period of one (1) year from the date of disability or death but in any event no later than the expiration date of the awards.
If a grantee's employment or service is terminated by reason of retirement in accordance with applicable law, the grantee may exercise
his or her vested awards within the three (3) month period after the date of such retirement. If we terminate a grantee's employment
or service for cause, all of the grantee's vested and unvested awards will expire on the date of termination. If a grantee's
employment or service is terminated for any other reason, all unvested awards shall expire and the grantee may exercise his or her vested
awards within three (3) months after the date of termination. Any expired or unvested awards return to the pool and become available
for reissuance.

 Options
may not be assigned or transferred other than by will or laws of descent, unless otherwise determined by the committee.

 In
the event of a merger or consolidation of our Company, or a sale of all, or substantially all, of our shares or assets or other transaction
having a similar effect on us, or liquidation or dissolution, or such other transaction or circumstances that the board of directors
determines to be a relevant transaction, then without the consent of the grantee, our board of directors or its designated committee,
as applicable, may but is not required to (i) cause any outstanding award to be assumed or substituted by such successor corporation,
or (ii) regardless of whether or not the successor corporation assumes or substitutes the award (a) provide the grantee with the option
to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, or (b) cancel
the award and pay in cash, shares of us, the acquirer or other corporation which is a party to such transaction or other property as
determined by the board of directors or the committee as fair in the circumstances. Notwithstanding the foregoing, our board of directors
or its designated committee may upon such event amend, modify or terminate the terms of any award as the board of directors or the committee
shall deem, in good faith, appropriate.

 As of December 31, 2023,
outstanding awards under our Equity Incentive Plans totaled 8,246,065 ordinary shares and 2,455,978 ordinary shares remained available
for grant. Of the 1,136,803 outstanding restricted share awards, 933,895 shares were vested as of December 31, 2023. Of the 7,109,262
outstanding options, options to purchase 4,280,279 ordinary shares were vested as of December 31, 2023, with a weighted average exercise
price of $4.62 per share, and will expire between March 2, 2027 and November 14, 2033.

 Non-Employee
Director Compensation

Compensation Table

 The
following table shows for the fiscal year ended December 31, 2023 certain information with respect to the compensation of our non-employee
directors:

 Name

 Fees

 Earned or
 Paid in
 Cash
 ($)

 Share

 ($)

 ($)

 Total

 ($)

 Robert I. Blum (1)

 14,221

 1,699

 15,920

 Julian Adams (2)

 58,000

 189,510

 617,833

 865,343

 Anat Cohen-Dayag (3)

 12,098

 2,668

 15,699

 Naama Halevi Davidov (4)

 10,393

 2,720

 14,014

 Kenneth I. Moch (5)

 77,000

 43,440

 59,329

 179,769

 Shawn C. Tomasello (6)

 94,090

 43,440

 71,639

 209,169

 Stephen T. Wills (7)

 65,000

 63,667

 84,429

 213,096

 Ivan Borrello (8)

 56,000

 44,187

 61,674

 161,861

 Jeremy Blank (9)

 10,330

 3,705

 14,035

 (1)
 Mr.
 Blum resigned from the board of directors on March 17, 2023. He was awarded (i) 56,600 restricted
 shares and (ii) options to purchase 28,300 ordinary shares. In addition, in recognition of
 his extraordinary contributions to our company, Mr. Blum received a (i) grant of options
 to purchase 28,300 ordinary shares and (ii) 14,200 restricted shares. Such awards returned
 to the plan as they did not vest prior to his departure from our company. In aggregate, Mr.
 Blum had 0 restricted shares and 0 options to purchase ordinary shares outstanding as of
 December 31, 2023.

 (2)
 Dr.
 Adams served as our chief executive officer until his retirement on September 19, 2022. He
 was awarded (i) 56,600 restricted shares and (ii) options to purchase 28,300 ordinary shares
 for his service on the board. This option vests in equal quarterly installments over a twelve-month
 period with the first such installment vesting on May 8, 2023, subject to his continued service
 as of the applicable vesting date. The ordinary shares underlying the RSU award vest on February
 8, 2024, subject to his continued service as of the applicable vesting date. In aggregate,
 Mr. Adams had 73,179 restricted shares and 1,475,774 options to purchase ordinary shares
 outstanding as of December 31, 2023.

 (3)
 Dr.
 Cohen-Dayag was appointed to the board of directors on January 28, 2022 and resigned from
 our board of directors on March 15, 2023. In February 2023, Dr. Cohen-Dayag was awarded (i)
 56,600 restricted shares and (ii) options to purchase 28,300 ordinary shares, which awards
 returned to the plan as they did not vest prior to her departure from our company. In aggregate,
 Dr. Cohen-Dayag held 0 restricted shares and 0 options to purchase ordinary shares outstanding
 as of December 31, 2023.

 (4)
 Dr.
 Halevi Davidov was appointed to the board of directors on January 27, 2022 and resigned from
 the board of directors on March 16, 2023. In February 2023, Dr. Halevi Davidov was awarded
 (i) 56,600 restricted shares and (ii) options to purchase 28,300 ordinary shares, which awards
 returned to the plan as they did not vest prior to her departure from our company.. In aggregate,
 Dr. Halevi Davidov had 0 restricted shares and 0 options to purchase ordinary shares outstanding
 as of December 31, 2023.

 (5)
 Mr.
 Moch was awarded (i) 56,600 restricted shares and (ii) options to purchase 28,300 ordinary
 shares. This option vests in equal quarterly installments over a twelve-month period with
 the first such installment vesting on May 8, 2023, subject to his continued service as of
 the applicable vesting date. The ordinary shares underlying the RSU award vest on February
 8, 2024, subject to his continued service as of the applicable vesting date. In aggregate,
 Mr. Moch had 30,300 restricted shares and 122,600 options to purchase ordinary shares outstanding
 as of December 31, 2023.

 (6)
 Ms.
 Tomasello was awarded (i) 56,600 restricted shares and (ii) options to purchase 28,300 ordinary
 shares. In addition, in recognition of his extraordinary contributions to the Company, Ms.
 Tomasello received a (i) grant of options to purchase 17,000 ordinary shares. These options
 vests in equal quarterly installments over a twelve-month period with the first such installment
 vesting on May 8, 2023, subject to her continued service as of the applicable vesting date.
 The ordinary shares underlying the RSU award vest on February 8, 2024, subject to her continued
 service as of the applicable vesting date. In aggregate, Ms. Tomasello had 44,500 restricted
 shares and 133,900 options to purchase ordinary shares outstanding as of December 31, 2023.

 (7)
 Mr.
 Wills was awarded (i) 56,600 restricted shares and (ii) options to purchase 28,300 ordinary
 shares. In addition, in recognition of his extraordinary contributions to the Company, Mr.
 Wills received a (i) grant of options to purchase 28,300 ordinary shares and (ii) 14,200
 restricted shares. These options vests in equal quarterly installments over a twelve-month
 period with the first such installment vesting on May 8, 2023, subject to his continued service
 as of the applicable vesting date. The ordinary shares underlying the RSU award vest on February
 8, 2024, subject to his continued service as of the applicable vesting date. In aggregate,
 Mr. Wills had 44,500 restricted shares and 133,900 options to purchase ordinary shares outstanding
 as of December 31, 2023.

 (8)
 Dr.
 Borrello was appointed to the board of directors on June 9, 2022. Dr. Borrello was awarded
 (i) 56,600 restricted shares and (ii) options to purchase 28,300 ordinary shares. This option
 vests in equal quarterly installments over a twelve-month period with the first such installment
 vesting on May 8, 2023, subject to his continued service as of the applicable vesting date.
 The ordinary shares underlying the RSU award vest on February 8, 2024, subject to his continued
 service as of the applicable vesting date. In aggregate, Dr. Borrello had 32,300 restricted
 shares and 75,600 options to purchase ordinary shares outstanding as of December 31, 2023.

 (9)
 Mr.
 Blank was appointed to the board of directors on August 14, 2023 and resigned from the board
 of directors on November 15, 2023. Mr. Blank was awarded options to purchase 19,000 ordinary
 shares. This option vests in equal quarterly installments over a twelve-month period with
 the first such installment vesting on November 11, 2023, subject to his continued service
 as of the applicable vesting date. In aggregate, Mr. Blum had 0 restricted shares and 4,750
 options to purchase ordinary shares outstanding as of December 31, 2023.

 Narrative
Disclosure to Director Compensation Table

 For
the fiscal year ended December 31, 2023, each of our non-executive directors was entitled to the following payments, paid in arrears,
in quarterly installments: (i) an annual fee of $40,000 plus VAT, if applicable; (ii) for audit committee or compensation committee,
or compliance committee membership, an additional annual fee of $10,000 plus VAT, if applicable; (iii) for nominating and corporate governance
committee members, an additional annual fee of $8,000 plus VAT, if applicable; (iv) for chairmanship of the board of directors an additional
annual fee of $20,000 plus VAT, if applicable; (v) for each chairmanship of the audit committee, the compensation committee, and the
compliance committee, an additional annual fee of $5,000 plus VAT, if applicable; and (vi) for chairmanship of the nominating and corporate
governance committee, an additional annual fee of $4,000 plus VAT, if applicable. In addition, each of our non-executive directors, other
than the current chairman of the board of directors, was entitled to receive an initial grant (upon his or her first appointment to election
to the board of directors) of 4,000 of our restricted ordinary shares and options to purchase 19,000 of our ordinary shares. As approved
by our shareholders on October 19, 2023, for the fiscal year ended December 31, 2023, each of our non-executive directors, including
the chairman, was entitled to receive an annual grant consisting of a combination of RSUs and options to purchase our ordinary shares,
based on an allocation determined at the discretion of the Board and compensation committee and with an aggregate fair market value of
$90,000, calculated as of the date of grant. Accordingly, on February 8, 2023, each non-executive Board member (including the chairman)
was granted options to purchase 56,600 ordinary shares (with an exercise price of $1.59 per ordinary share) and 28,300 RSUs.

 In
addition, in the fiscal year ended December 31, 2023, and as approved by our shareholders on October 19, 2023, certain of our non-executive
directors were entitled to receive special-one time equity grants. Ms. Shawn Tomasello, in recognition of her appointment as Chairwoman
of the Board, received a grant of options to purchase 17,000 ordinary shares on March 20, 2023. Mr. Robert Blum, in recognition of his
extraordinary contributions to the Company, received a grant of options to purchase 28,300 ordinary shares and 14,200 RSUs on February
8, 2023. Mr. Blum departed the Company on March 17, 2023, prior to the vesting of any of the equity subject to this grant. Mr. Stephen
Wills, in recognition of his extraordinary contribution to the Company, received a grant of options to purchase 28,300 ordinary shares
and 14,200 RSUs on February 8, 2023.

and talent committee

Committee Interlocks and Insider Participation

 Under
the Companies Law, the board of directors of any public company must appoint a compensation committee. Our compensation and talent committee,
which consists of Stephen T. Wills, Kenneth I. Moch and Shawn C. Tomasello, assists our board of directors in determining compensation
for our directors and officers. Mr. Moch serves as Chairman of the committee. Our board of directors has determined that each member
of our compensation and talent committee is independent under the Nasdaq Rules, including the additional independence requirements applicable
to the members of a compensation committee. None of the members of the compensation and talent committee are currently, or have been
at any time, one of our executive officers or employees.

 In
accordance with the Companies Law, the roles of the compensation and talent committee are, among others, as follows:

 making
recommendations to the board of directors with respect to the approval of the compensation policy for office holders and, once every
three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years;

 reviewing
the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments
or updates to the compensation policy; resolving whether or not to approve arrangements with respect to the terms of office and employment
of office holders; and

 exempting,
under certain circumstances, a transaction with our chief executive officer from the approval of the general meeting of our shareholders.

 Our
board of directors has adopted a compensation committee charter setting forth the responsibilities of the committee consistent with the
Nasdaq Listing Rules, which include among others:

 recommending
a compensation policy to our board of Directors for its approval, in accordance with the requirements of the Companies Law, as well as
making recommendations to the board of directors with respect to other compensation policies, incentive-based compensation plans and
share-based compensation plans, overseeing the development and implementation of such policies and recommending to our board of directors
any amendments or modifications that the committee deems appropriate, including as required under the Companies Law;

 reviewing
and approving the granting of options and other incentive awards to the chief executive officer and other executive officers, including
reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executive
officers, and evaluating their performance in light of such goals and objectives;

 approving
and exempting certain transactions regarding office holders' compensation pursuant to the Companies Law; and

 administering
our share-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such
plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the
terms of such awards.

Committee Report

 Gamida
Cell's compensation and talent committee has reviewed and discussed the compensation discussion and analysis with our management
and, based on the review and discussions recommended the board of directors that the compensation discussion and analysis be included
in this annual report

 The
compensation and talent committee consists of Stephen T. Wills, Kenneth I. Moch and Shawn C. Tomasello.

 In
general, under the Companies Law, a public company must have a compensation policy approved by the board of directors after receiving
and considering the recommendations of the compensation committee. In addition, our compensation policy must be approved at least once
every three years, first, by our board of directors, upon recommendation of our compensation and talent committee, and second, by a simple
majority of the ordinary shares present, in person or by proxy, and voting at a shareholders meeting, provided that either:

 such
majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and shareholders who do
not have a personal interest in such compensation arrangement and who are present and voting (excluding abstentions); or

 the
total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the compensation arrangement
and who vote against the arrangement, does not exceed 2% of our aggregate voting rights.

 We
refer to this as the Special Approval for Compensation. Under the Companies Law, subject to certain conditions, the board of directors
may ratify the compensation policy even if it is not ratified by the shareholders.

to the Companies Law, under special circumstances, the board of directors may approve the compensation policy despite the objection of
the shareholders on the condition that the compensation committee and then the board of directors decide, on the basis of detailed grounds
and after discussing again the compensation policy, that approval of the compensation policy, despite the objection of the shareholders,
is for our benefit.

 If
a company that initially offers its securities to the public adopts a compensation policy in advance of its initial public offering and
describes it in its prospectus for such offering, as in the case of our Company, then such compensation policy shall be deemed a validly
adopted policy in accordance with the Companies Law requirements described above. Furthermore, if the compensation policy is established
in accordance with the aforementioned relief, then it will remain in effect for term of five years from the date such company becomes
a public company. Our prior compensation policy was adopted pursuant to the foregoing relief and was set to expire on October 25, 2023.
On October 19, 2023, our shareholders approved in accordance with the Companies Law our amended and restated compensation policy, which
will remain in effect for three years, unless amended or restated prior in accordance with the Companies Law.

 The
compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders,
including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.
The compensation policy must be determined and later reevaluated according to certain factors, including: the advancement of the company's
objectives, business plan and long-term strategy; the creation of appropriate incentives for office holders, while considering, among
other things, the company's size, the nature of its operations and risk management policy; and, with respect to variable compensation,
the contribution of the office holder towards the achievement of the company's long-term goals and the maximization of its profits,
all with a long-term objective and according to the position of the office holder. The compensation policy must furthermore consider
the following additional factors:

 the
education, skills, experience, expertise and accomplishments of the relevant office holder;

 the
office holder's position, responsibilities and prior compensation agreements with him or her;

 the
ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company,
including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the
average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships
in the company;

 if
the terms of employment include variable components — the possibility of reducing variable components at the discretion of the
board of directors and the possibility of setting a limit on the value of non-cash variable share-based components; and

 if
the terms of employment include severance compensation — the term of employment or office of the office holder, the terms of his
or her compensation during such period, the company's performance during such period, his or her individual contribution to the
achievement of the company goals and the maximization of its profits and the circumstances under which he or she is leaving the company.

 The
compensation policy must also include, inter alia, with regards to variable components:

 with
the exception of office holders who report directly to the chief executive officer, determining the variable components on long-term
performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of
an office holder's compensation package shall be awarded based on non-measurable criteria, if such amount is not higher than three
months' salary per annum, while taking into account such office holder's contribution to the company;

 the
ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment,
or in the case of share-based compensation, at the time of grant;

 a
condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy,
any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later to be discovered to
be wrong, and such information was restated in the company's financial statements;

 the
minimum holding or vesting period of variable share-based components to be set in the terms of office or employment, as applicable, while
taking into consideration long-term incentives; and

 a
limit to retirement grants.

 Our
amended and restated compensation policy is designed to promote retention and motivation of directors and executive officers, incentivize
individual excellence, align the interests of our directors and executive officers with our long-term performance and provide a risk
management tool. To that end, a portion of an executive officer compensation package is targeted to reflect our short and long-term goals,
as well as the executive officer's individual performance. On the other hand, our amended and restated compensation policy includes
measures designed to reduce the executive officer's incentives to take excessive risks that may harm us in the long-term, such
as limits on the value of cash bonuses and share-based compensation, limitations on the ratio between the variable and the total compensation
of an executive officer and minimum vesting periods for share-based compensation.

 Our
amended and restated compensation policy also addresses our executive officers' individual characteristics (such as their respective
positions, education, scope of responsibilities and contribution to the attainment of our goals) as the basis for compensation variation
among our executive officers, and considers the internal ratios between compensation of our executive officers and directors and other
employees. Pursuant to our amended and restated compensation policy, the compensation that may be granted to an executive officer may
include: base salary, annual bonuses and other cash bonuses (such as a signing bonus and special bonuses with respect to any special
achievements, such as outstanding personal achievement, outstanding personal effort or outstanding company performance), share-based
compensation, benefits, retirement and termination of service arrangements. All cash bonuses are limited to an annual maximum amount
linked to the executive officer's base salary. In addition, the total variable compensation components (cash bonuses and shared-based
compensation) may not exceed 90% of each executive officer's total compensation package with respect to any given calendar year.

 An
annual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets. The
annual cash bonus that may be granted to our executive officers other than our chief executive officer will be based on performance objectives
and a discretionary evaluation of the executive officer's overall performance by our chief executive officer and subject to minimum
thresholds. The annual cash bonus that may be granted to executive officers other than our chief executive officer may be based entirely
on a discretionary evaluation. Furthermore, our chief executive officer will be entitled to recommend performance objectives, and such
performance objectives will be approved by our compensation committee (and, if required by law, by our board of directors).

 The
measurable performance objectives of our chief executive officer will be determined annually by our compensation committee and board
of directors, will include the weight to be assigned to each achievement in the overall evaluation. A non-material portion of the chief
executive officer's annual cash bonus may be based on a discretionary evaluation of the chief executive officer's overall
performance by the compensation committee and the board of directors based on quantitative and qualitative criteria.

 The
share-based compensation under our amended and restated compensation policy for our executive officers is designed in a manner consistent
with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the
alignment between the executive officers' interests with our long-term interests and those of our shareholders and to strengthen
the retention and the motivation of executive officers in the long term. Our amended and restated compensation policy provides for executive
officer compensation in the form of share options or other share-based awards, such as restricted shares and restricted share units,
in accordance with our share incentive plan then in place. All share-based incentives granted to executive officers shall be subject
to vesting periods in order to promote long-term retention of the awarded executive officers and are limited to an annual maximum total
fair market value linked to the executive officer's base salary. The share-based compensation shall be granted from time to time
and shall be individually determined and awarded according to the performance, educational background, prior business experience, qualifications,
role and personal responsibilities of each executive officer.

 In
addition, our amended and restated compensation policy contains compensation recovery provisions which allow us under certain conditions
to recover bonuses paid in excess, enables our chief executive officer to approve an immaterial change in the terms of employment of
an executive officer who reports directly to the chief executive officer (provided that the changes of the terms of employment are in
accordance with our amended and restated compensation policy) and allows us to exculpate, indemnify and insure our executive officers
and directors to the maximum extent permitted by Israeli law, subject to certain limitations set forth therein.

 Our
amended and restated compensation policy also provides for compensation to the members of our board of directors in accordance with the
maximum amounts determined in our amended and restated compensation policy. Pursuant to our amended and restated compensation policy,
the compensation that may be granted to a non-employee member of the board of directors includes an annual and per-meeting compensation
fee or alternatively, an annual cash fee retainer with respect to their services on the Board and additional annual cash fee retainers
for serving on board committees and as chairperson of the Board or its committees, without regard to their participation in meetings
of the Board or its committees. Our non-employee directors are also entitled to receive "welcome" or an annual equity-based
compensation with a total fair market value of up to $100,000 at the time of grant.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 The
following table sets forth certain information regarding the ownership of our ordinary shares as of March 15, 2024 by: (i) each director
and nominee for director; (ii) each named executive officer; (iii) all of our executive officers and directors as a group; and (iv) all
those known by us to be beneficial owners of more than five percent of our ordinary shares. Beneficial ownership, for purposes of this
table, includes options and warrants to purchase ordinary shares that are either currently exercisable or will be exercisable within
60 days of March 15, 2024.

 Unless
otherwise noted below, the address of each shareholder, director and executive officer is c/o Gamida Cell Ltd., 116 Huntington Avenue,
7th Floor, Boston, Massachusetts 02116.

 As
 of
 March 15, 2024 (1)

 Ordinary
 Shares

 %

 Holders of more than 5% of our voting securities:

 FMR LLC and affiliated entities (2)

 9,408,902

 6.1
 %

 Levin Capital Strategies, L.P. and affiliated entities (3)

 9,128,376

 5.9
 %

 Directors and executive officers who are not 5% holders:

 581,527

 *

 Terry Coelho

 -

 *

 Michele Korfin

 706,380

 *

 Josh Patterson

 282,096

 *

 Ronit Simantov

 512,636

 *

 Julian Adams

 1,378,127

 *

 Ivan Borrello

 107,900

 *

 Kenneth I. Moch

 155,900

 *

 Shawn C. Tomasello

 164,577

 *

 Stephen Wills

 190,077

 *

 All directors and executive officers as a group
 (10 persons) (4)

 4,079,220

 2.6
 %

 *
 Indicates
 beneficial ownership of less than 1% of the total ordinary shares outstanding.

 (1)
 The
 percentages shown are based on 154,048,247 ordinary shares issued and outstanding as of March
 15, 2024.

 (2)
 This
 information is based solely on the information reported on the Schedule 13G/A filed on February
 8, 2024 by FMR LLC. The principal address of Fidelity Management & Research is 245 Summer
 Street, Boston, Massachusetts 02210.

 (3)
 The
 information shown is based on a Schedule 13G filed on February 8, 2024 jointly Levin Capital
 Strategies, L.P. (" LCS "), Levin Capital Strategies GP, LLC (" LCSGP "),
 LCS, LLC (" LCSL "), and John A. Levin, the Chief Executive Officer and
 controlling person of LCS, LCSGP, and LCSL. The ordinary shares are held by LCS's investment
 advisory accounts: (i) Bi-Directional Disequilibrium Fund, L.P, a private fund for which
 LCS acts as investment advisor, has the right to receive dividends from, and the proceeds
 from the sale of 547,200 ordinary shares; and (ii) various separately managed accounts for
 whom LCS acts as investment manager have the right to receive dividends from, and the proceeds
 from the sale of, 8,581,176 ordinary shares.

 (4)
 Consists
 of options to purchase 3,375,065 ordinary shares, which are currently exercisable or will
 become exercisable within 60 days of March 15, 2024.

 Item
13. Certain Relationships and Related Transactions and Director Independence

 Our
policy is to enter into transactions with related parties on terms that, on the whole, are no more favorable, or no less favorable than
those available from unaffiliated third parties. Based on our experience in the business sectors in which we operate and the terms of
our transactions with unaffiliated third parties, we believe that all of the transactions described below met this policy standard at
the time they occurred. The following is a description of material transactions, or series of related material transactions since January
1, 2022, to which we were or will be a party and in which the other parties included or will include our directors, executive officers,
holders of more than 10% of our voting securities or any member of the immediate family of any of the foregoing persons.

 Under
the Companies Law, the approval of the audit committee is required to effect specified actions and transactions with office holders and
controlling shareholders and their relatives, or in which they have a personal interest. The term " controlling shareholder "
means any shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder. A shareholder
is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to
appoint 50% or more of the directors of the company or its chief executive officer. For the purpose of approving transactions with controlling
shareholders, the term " controlling shareholder " also includes any shareholder that holds 25% or more of the voting
rights of the company if no other shareholder holds more than 50% of the voting rights in the company. For purposes of determining the
holding percentage stated above, two or more shareholders who have a personal interest in a transaction that is brought for the company's
approval are deemed as joint holders. As of the date of this Annual Report, the Company does not have a controlling shareholder as defined
under the Companies Law.

 Agreements
and Arrangements with Directors and Executive Officers

 Each
of our non-executive directors is entitled to the following payments, which are paid in arrears, in quarterly installments: (i) an annual
fee of $40,000 plus VAT, if applicable, (ii) for audit committee or compensation committee membership, an additional annual fee of $10,000
plus VAT, if applicable, (iii) for nominating and corporate governance committee members, an additional annual fee of $8,000 plus VAT,
if applicable, (iv) for chairmanship of the board of directors an additional annual fee of $20,000 plus VAT, if applicable, (v) for each
chairmanship of the audit committee and the compensation committee, an additional annual fee of $5,000 plus VAT, if applicable and (vi)
for chairmanship of the nominating and corporate governance committee, an additional annual fee of $4,000 plus VAT, if applicable. In
addition, each of the our non-executive directors, other than the current chairman of the board of directors, shall be entitled to receive
an initial grant (upon his or her first appointment to election to the Board) of 4,000 restricted ordinary shares of the Company and
options to purchase 19,000 ordinary shares of the Company, and an annual grant of 2,000 of our restricted ordinary shares and options
to purchase 9,500 of our ordinary shares, and the current chairman of the board of directors shall be entitled to receive an annual grant
of 2,000 of our restricted ordinary shares and options to purchase 12,500 of our ordinary shares. Executive Officers Employment Agreements.

 We
have entered into written employment agreements with each of our executive officers. These agreements provide for notice periods of varying
duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue
to receive base salary and benefits (except for the accrual of vacation days). These agreements also contain customary provisions regarding
non-competition, confidentiality of information and assignment of inventions. However, the enforceability of the non-competition provisions
may be limited under applicable law.

 Options
and Restricted Share Awards

 Since
our inception, we have granted options to purchase our ordinary shares and/or restricted share awards to our officers and certain of
our directors. Such agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions.
We describe our equity incentive plans under "Item 11.-Executive Compensation-Additional Narrative Disclosure." If the relationship
between us and an executive officer or a director is terminated, except for cause (as defined in the equity incentive plans), all options
that are vested will generally remain exercisable for ninety days after such termination.

 Indemnification
Agreements

 Our
amended and restated articles of association permit us to exculpate, indemnify and insure each of our directors and office holders to
the fullest extent permitted by Israeli law. In connection with the loss of our status as a foreign private issuer effective on January
1, 2022, we entered into amended and restated indemnification agreements with each of our directors and executive officers, exculpating
them, to the fullest extent permitted by law, from liability to us for damages caused to us as a result of a breach of duty of care,
and undertaking to indemnify them to the fullest extent permitted by Israeli law. We have also obtained directors and officers insurance
for each of our executive officers and directors. The indemnification obligations under the agreements are limited to certain maximum
amounts. For further information see "Exculpation, Insurance and Indemnification of Office Holders" in Item 10 above.

 Item
14. Principal Accounting Fees and Services

 We
paid the following fees for professional services rendered by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global,
located at Tel-Aviv, Israel, Auditor firm ID: 1281, an independent registered public accounting firm for the years ended December 31,
2023 and 2022:

 2023

 2022

 US$

 US$

 Audit Fees (1)

 Audit-Related Fees (2)

 -

 -

 Tax Fees (3)

 -

 All Other
 Fees (4)

 -

 -

 Total

 (1)
 Audit
 fees are the aggregate fees billed for the audit of our annual financial statements, quarterly
 review, statutory audits, issuance of consents and assistance with and review of documents
 filed with the SEC.

 (2)
 Audit-related
 fees would be assurance and related services by our independent registered public accounting
 firm that are reasonably related to the performance of the audit or review of our consolidated
 financial statements and are not reported under item (1).

 (3)
 Tax
 fees relate to tax compliance, planning and advice.

 (4)
 All
 other fees would be fees billed for services provided by our independent registered public
 accounting firm, with respect to government incentives and other matters.

 Audit Committee
Pre-Approval Policies and Procedures

 Our
audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving
our accounting, auditing, financial reporting, internal control and legal compliance functions by pre-approving the services performed
by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal control over financial
reporting. Our audit committee also oversees the audit efforts of our independent accountants and takes those actions that it deems necessary
to satisfy itself that the accountants are independent of management. Our audit committee has authorized all auditing and non-auditing
services provided by Kost Forer Gabbay & Kasierer during 2023 and 2022 and the fees paid for such services.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)
 The
 documents filed as part of this report are as follows:

 (1)
 The
 financial statements and accompanying report of independent registered public accounting
 firm are set forth immediately following the signature page of this report on pages F-1
 through F-35.

 (2)
 All
 financial statement schedules are omitted because they are inapplicable, not required or
 the information is included elsewhere in the financial statements or the notes thereto.

 (3)
 The
 following is a list of exhibits filed as part of this Annual Report on Form 10-K.

 EXHIBIT

 Exhibit

 Incorporated
 by Reference

 Filed/ Furnished

 Exhibit Description

 Form

 File
 No.

 Exhibit

 Filing
 Date

 Herewith

 3.1

 Amended and Restated Articles of Association of the Registrant, as currently in effect

 3.1

 11/14/2023

 3.2

 Memorandum of Association of the Registrant (unofficial English translation from Hebrew original), as amended on September 14, 2006

 3.4

 4.1

 Description of Securities

 *

 4.2

 Indenture dated February 16, 2021, by and among Gamida Cell Inc., Gamida Cell Ltd. and Wilmington Savings Fund Society, FSB

 6-K

 4.1

 2/16/2021

 4.3

 Form of Convertible Senior Note (included as an exhibit to Exhibit 4.2)

 6-K

 4.2

 2/16/2021

 10.1

 Form of Indemnification Agreement

 10.1

 3/24/2022

 10.2+

 Employee Share and Option Plan (1998)

 10.2

 10.3+

 Stock Option Plan (1999)

 10.3

 10.4+

 2003 Israeli Share Option Plan

 10.4

 10.5+

 2014 Israeli Share Option Plan

 10.5

 10.6+

 2017 Share Incentive Plan, as amended

 *

 10.7+

 Gamida Cell Ltd. Amended and Restated Compensation Policy

 *

 10.8

 Lease Agreement, dated December 13, 2017, by and between the Registrant and Y.D.B. Investments Ltd. (unofficial English translation from Hebrew original)

 10.10

 10.9

 Lease Agreement, dated March 14, 2000, as amended on June 5, 2000 and May 30, 2010, by and between the Registrant and Traub Group Investments Ltd. (formerly P.P.D. Diamonds Ltd.) (unofficial English translation from Hebrew original)

 10.11

 10.10

 Registration Rights Agreement dated February 16, 2021, by and among Gamida Cell Inc., Gamida Cell Ltd., Highbridge Convertible Dislocation Fund, L.P., and Highbridge Tactical Credit Master Fund, L.P.

 6-K

 10.2

 2/16/2021

 10.11

 Amended and Restated Open Market Sale Agreement dated June 5, 2023, by and among Gamida Cell Ltd. and Jefferies LLC

 10.7

 10.12

 Loan and Security Agreement, dated December 12, 2022 by and among Gamida Cell Ltd., Gamida Cell Inc., Wilmington Savings Fund Society, FSB, as collateral agent and administrative Agent, Highbridge Tactical Credit Master Fund, L.P. and the other lenders listed on Schedule 1.1 thereto

 10.1

 12/12/2022

 10.13

 Form of 7.5% First Lien Secured Note due 2024

 10.2

 12/12/2022

 10.14

 Registration Rights Agreement, dated December 12, 2022 by and among Gamida Cell Ltd., Gamida Cell Inc., and the entities listed on the signature pages thereto

 10.3

 12/12/2022

 10.15+

 Employment Agreement, effective September 19, 2022, by and between Gamida Cell Inc. and Abigail Jenkins, as amended on March 12, 2024

 *

 10.16+

 Employment Agreement, dated July 20, 2020, by and between Gamida Cell Inc. and Michele Korfin, as amended on March 12, 2024

 *

 10.17+

 Employment Agreement, dated July 15, 2021, by and between Gamida Cell Inc. and Josh Patterson, as amended on July 15, 2022 and March 12, 2024

 *

 10.18+

 Employment Agreement, dated April 30, 2017, by and between Gamida Cell Inc. and Ronit Simantov, as amended on July 26, 2022 and March 14, 2024

 *

 10.19+

 Special Transaction Bonus Agreement, dated May 19, 2023, by and between Abbey Jenkins and Gamida Cell Ltd.

 10.3

 10.20+

 Retention Bonus and Special Transaction Bonus Agreement, dated May 19, 2023, by and between Michele Korfin and Gamida Cell Ltd.

 10.4

 10.21+

 Retention Bonus and Special Transaction Bonus Agreement, dated May 19, 2023, by and between Josh Patterson and Gamida Cell Ltd.

 10.5

 10.22+

 Retention Bonus and Special Transaction Bonus Agreement, dated May 19, 2023, by and between Ronit Simantov and Gamida Cell Ltd.

 10.6

 10.23+

 Amended and Restated Consulting Agreement, entered into as of May 22, 2023, by and between Terry Coelho and Gamida Cell Ltd.

 10.2

 10.24

 Second Amended and Restated Consulting Agreement, effective December 31, 2023, by and between Terry Coelho and Gamida Cell Ltd.

 *

 21.1

 Subsidiaries of the Registrant

 21.1

 23.1

 Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst & Young
 Global, Independent Registered Accounting Firm

 *

 24.1

 Power of Attorney (included on the Signature page of this Annual Report on Form 10-K)

 31.1

 Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 *

 31.2

 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 *

 32.1

 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 **

 97.1

 Gamida Cell Ltd. Incentive Compensation Recoupment Policy

 *

 101.INS

 *

 101.SCH

 *

 101.CAL

 *

 101.DEF

 *

 101.LAB

 *

 101.PRE

 *

 in Exhibit 101).

 *

 *
 Filed
 herewith.

 **
 Furnished
 herewith and not deemed to be "filed" for purposes of Section 18 of the Securities
 Exchange Act of 1934, as amended, the Exchange Act, and shall not be deemed to be incorporated
 by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
 Act (whether made before or after the date of the Form 10-K), irrespective of any general
 incorporation language contained in such filing.

 +
 Indicates
 a management contract or compensatory plan.

 SIGNATURES

to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

 Dated:

 Gamida Cell Ltd.

 By:

 /s/ Abigail Jenkins

 President and Chief Executive Officer

 (Principal Executive Officer)

 By:

 /s/ Terry Coelho

 Terry Coelho

 Chief Financial Officer

(Principal Financial and Accounting Officer)

 POWER
OF ATTORNEY

 Each
of the undersigned officers and directors of Gamida Cell Ltd., hereby constitutes and appoints Abigail Jenkins and Terry Coelho, their
true and lawful attorney-in-fact and agent, for them and in their name, place and stead, in any and all capacities, to sign their name
to any and all amendments to this Report on Form 10-K, and other related documents, and to cause the same to be filed with the Securities
and Exchange Commission, granting unto said attorneys, full power and authority to do and perform any act and thing necessary and proper
to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned
for himself hereby ratifies and confirms all that said attorney shall lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on March 27,
2024 on behalf of the registrant and in the capacities indicated.

 Signature

 Title

 Date

 /s/ Abigail Jenkins

 President, Chief Executive Officer and Director

 (Principal Executive Officer)

 /s/ Terry Coelho

 Chief Financial Officer

 Terry Coelho

 (Principal Financial and Accounting Officer)

 /s/ Shawn Tomasello

 Chairman of the Board of Directors

 Shawn Tomasello

 /s/ Ivan Borrello

 Ivan Borrello

 /s/ Julian Adams

 Julian Adams

 /s/ Kenneth I. Moch

 Kenneth I. Moch

 /s/ Stephen T. Wills

 Stephen T. Wills

 Gamida Cell Inc.

 /s/ Abigail Jenkins

 Abigail Jenkins, President and

Chief Executive Officer

 Authorized U.S. Representative

 Gamida
Cell ltd. and its subsidiary

FINANCIAL STATEMENTS

 AS
OF DECEMBER 31, 2023

 U.S. DOLLARS
IN THOUSANDS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 1281)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in Shareholders' Equity (Deficit)

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 - - - - - - - -
- - - - - -

 F- 1

 Kost Forer Gabbay & Kasierer
144 Menachem Begin Road, Building A

 Tel-Aviv 6492102, Israel

 Tel: +972-3-6232525

 Fax: +972-3-5622555

ey.com

 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders
and the Board of Directors of

 Gamida
Cell ltd.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Gamida Cell Ltd. and its subsidiary (the Company) as of December 31, 2023 and 2022, the related consolidated statements
of operations, changes in shareholders' equity (deficit) and cash flows for each of the two years in the period ended December 31,
2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and
the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity
with U.S. generally accepted accounting principles.

 The Company's Ability to Continue
as a Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1c to the financial statements, the
Company has suffered recurring losses from operations, has negative cash flows from operating activities, and has stated that substantial
doubt exists about the Company's ability to continue as a going concern. Management's evaluation of the events and conditions
including the debt restructuring process are also described in Note 1c. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.

 F- 2

 Critical audit matter

 The critical audit matter communicated
below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated
to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way
our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 Description of the Matter

 Convertible note

 As described in Note 5 to the consolidated
 financial statements, in December 2022, the Company issued $25,000 thousand principal amount of 7.5% Convertible note due in 2027
 (the "2022 Notes"). The Company elected to account for the 2022 Notes using the fair value option, and measured the 2022
 Notes at fair value each period with changes in fair value reported in the statements of operations.

 At December 31, 2023, the fair value
 of the Company's Level III 2022 Notes was totaled to $6,505 thousand. Management determined the fair value of these Convertible
 Notes by using the Monte Carlo simulation analysis.

 Auditing the
 fair value of the Company's 2022 Notes was complex due to the judgment and estimation used by management to determine the fair
 value. The fair value is sensitive to changes in the key inputs and assumptions, and therefore required judgement in evaluating
 their reasonableness. The significant judgments and estimation were primarily attributed to the valuation methodologies, including
 the unobservable inputs and other assumptions and estimates used in the measurements, including the use of the Monte Carlo
 simulation to calculate the fair value of 2022 Note with inputs such as payments dates, credit spreads, volatility, share price,
 risk free rate as of the valuation date and cost of debt.

 How We Addressed the Matter in Our Audit

 Our audit procedures included, among
 others, testing the accuracy of the source data used by management in the valuation and the mathematical accuracy of the Company's
 valuation calculations.

 We also involved our valuation
specialists to evaluate the Company's determination of the fair value of the 2022 Notes, including testing the appropriateness
of the methodology and underlying assumptions used, independent sourcing of key inputs and assumptions, and developing independent estimates.
The significant assumptions used to estimate the fair value of the 2022 Notes included estimates of the payments dates, credit spreads,
volatility, share price, risk free rate as of the valuation date and cost of debt.

 /s/ KOST FORER GABBAY & KASIERER

 KOST FORER GABBAY & KASIERER

 A Member of EY Global

 We have served as the Company's auditor since 2000.

 Tel-Aviv, Israel

 F- 3

 CONSOLIDATED BALANCE SHEETS

 2023

 2022

 ASSETS

 CURRENT ASSETS:

 Cash and cash equivalents

 $

 $
 64,657

 Short-term restricted deposit

 3,056

 -

 Inventory

 1,906

 -

 Accounts receivable

 1,610

 -

 Prepaid expenses and other current assets

 1,420

 1,889

 Total current assets

 54,546

 66,546

 NON-CURRENT ASSETS:

 Restricted deposits

 3,668

 Property, plant and equipment, net

 41,264

 44,319

 Operating lease right-of-use assets

 3,177

 7,024

 Other long-term assets

 2,822

 3,216

 Total non-current assets

 47,640

 58,227

 Total assets

 $
 102,186

 $
 124,773

 F- 4

BALANCE SHEETS

 2023

 2022

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 Trade payables

 $
 1,880

 $
 6,384

 Employees and payroll accruals

 5,637

 5,300

 Operating lease liabilities

 1,270

 2,648

 Accrued interest of convertible senior notes

 1,780

 1,652

 Convertible senior notes

 6,505

 -

 Accrued expenses and current liabilities

 8,129

 8,891

 Total current liabilities

 25,201

 24,875

 NON-CURRENT LIABILITIES:

 Convertible senior notes, net

 73,041

 96,450

 Warrants liability

 3,284

 -

 Long-term operating lease liabilities

 2,127

 4,867

 Other long-term liabilities

 1,482

 6,604

 Total non-current liabilities

 79,934

 107,921

 Total liabilities

 105,135

 132,796

 CONTINGENT LIABILITIES AND COMMITMENTS

 SHAREHOLDERS' DEFICIT:

 Ordinary shares of NIS 0.01 par value - Authorized: 325,000,000 and 150,000,000 shares at December 31, 2023 and 2022; Issued: 144,596,195 and 74,703,030 shares at December 31, 2023 and 2022, respectively; Outstanding: 144,443,714 and 74,583,026 shares at December 31, 2023 and 2022, respectively

 Treasury ordinary shares of NIS 0.01 par value; 152,481 and 120,004 shares at December 31, 2023 and 2022, respectively

 *

 *

 Additional paid-in capital

 476,488

 408,598

 Accumulated deficit

 ( 479,828
)

 ( 416,832
)

 Total shareholders' deficit

 ( 2,949
)

 ( 8,023
)

 Total liabilities and shareholders' deficit

 $
 102,186

 $
 124,773

 ( *)
 Represents an amount lower than
$1.

 F- 5

STATEMENTS OF OPERATIONS

 2023

 2022

 Net revenue

 $
 1,784

 $
 -

 Cost of sales

 1,454

 -

 Excess Capacity

 4,081

 -

 Research and development expenses, net

 24,308

 42,692

 Selling, general and administrative

 44,584

 32,301

 Other operating expenses

 -

 Total operating expenses

 73,368

 74,993

 Total operating loss

 73,038

 74,993

 Financial (income) expenses

 ( 10,042
)

 4,382

 Net loss

 $
 62,996

 $
 79,375

 Net loss per share attributable to ordinary shareholders, basic and diluted

 $
 0.57

 $
 1.24

 Weighted average number of shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted

 110,049,547

 63,826,295

 F- 6

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

 Ordinary shares

 Additional

paid-in

 Treasury

 Accumulated

 Total

shareholders'

equity

 Amount

 capital

 shares

 deficit

 (deficit)

 Balance as of December 31, 2021

 59,970,389

 $

 $
 381,225

 $
 -

 $
 ( 337,457
)

 $
 43,937

 Grant of restricted shares and vested restricted share units

 240,050

 ( 1
)

 -

 -

 -

 Exercise of options

 47,426

 *

 -

 -

 Issuance of ordinary shares, net of issuance expenses **)

 14,445,165

 22,257

 -

 -

 22,298

 Treasury shares

 ( 120,004
)

 -

 -

 *

 -

 -

 Share-based compensation

 -

 -

 5,041

 -

 -

 5,041

 Loss

 -

 -

 -

 -

 ( 79,375
)

 ( 79,375
)

 Balance as of December 31, 2022

 74,583,026

 408,598

 *

 ( 416,832
)

 ( 8,023
)

 Issuance of ordinary shares upon release of restricted share units

 588,612

 -

 -

 Exercise of options

 1,066

 *

 *

 -

 -

 *

 Issuance of ordinary shares, net of issuance expenses ***)

 58,015,620

 44,796

 -

 -

 44,953

 Issuance of ordinary shares for 2022 Notes

 11,254,597

 17,537

 -

 -

 17,558

 Exercise of warrants liability

 33,270

 *

 -

 -

 Treasury shares

 ( 32,477
)

 -

 -

 *

 -

 *

 Share-based compensation

 -

 -

 5,511

 -

 -

 5,511

 Loss

 -

 -

 -

 -

 ( 62,996
)

 ( 62,996
)

 Balance as of December 31, 2023

 144,443,714

 476,488

 *

 ( 479,828
)

 ( 2,949
)

 *)
 Represents an amount lower than
$1

 **)
 Issuance expenses of $4,160

 ***)
 Issuance expenses of $3,067

 F- 7

STATEMENTS OF CASH FLOWS

 2023

 2022

 Cash flows from operating activities:

 Net Loss

 $
 ( 62,996
)

 $
 ( 79,375
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation of property, plant and equipment

 2,024

 Financing expense (income), net

 ( 375
)

 Share-based compensation

 5,511

 5,041

 Change in fair value of warrants liability

 ( 17,469
)

 -

 Change in fair value in convertible note

 -

 Warrants liability issuance costs

 1,733

 -

 Amortization of debt discount and issuance costs

 Loss from sale of equipment

 -

 Change in assets and liabilities:

 Increase in inventory

 -

 Operating lease right-of-use assets

 2,679

 2,494

 Operating lease liabilities

 ( 2,949
)

 ( 3,069
)

 Increase in accounts receivable

 ( 1,610
)

 -

 Decrease in prepaid expenses and other assets

 1,001

 Decrease in trade payables

 ( 4,504
)

 ( 1,888
)

 Decrease (increase) in accrued expenses and current liabilities

 ( 5,542
)

 4,857

 Net cash used in operating activities

 ( 79,120
)

 ( 70,423
)

 Cash flows from investing activities:

 Purchase of property, plant and equipment

 ( 1,081
)

 ( 6,354
)

 Purchase of marketable securities

 -

 ( 5,037
)

 Proceeds from maturity of marketable securities

 -

 45,029

 Proceeds from restricted deposits

 Proceeds from sale of equipment

 -

 Net cash provided by (used in) investing activities

 ( 810
)

 34,044

 F- 8

STATEMENTS OF CASH FLOWS

 2023

 2022

 Cash flows from financing activities:

 Proceeds from exercise of warrants liability

 -

 Proceeds from exercise of options

 *

 Principal payments of convertible senior note

 ( 2,249
)

 -

 Proceeds from share issuance and warrants liability, net

 63,976

 22,298

 Proceeds from issuance of convertible senior notes, net

 -

 22,770

 Net cash provided by financing activities

 61,772

 45,144

 Effect of exchange rate changed on cash and cash equivalents

 -

 Decrease (increase) in cash and cash equivalents

 ( 18,103
)

 8,765

 Cash and cash equivalents at beginning of year

 64,657

 55,892

 Cash and cash equivalents at end of year

 $

 $
 64,657

 Significant non-cash transactions:

 Lease liabilities arising from new right-of-use asset

 $
 -

 $
 2,282

 Purchase of property, plant and equipment on credit

 $
 -

 $

 Conversion of convertible senior note

 $
 16,107

 $
 -

 Reclassification from property, plant and equipment to inventory

 $
 2,232

 $
 -

 Cash paid for interest

 $
 5,909

 $
 4,406

 (*)
 Represents an amount lower than
$1

 F- 9

 NOTE 1:-
 GENERAL

 a.
 Gamida Cell Ltd., founded in 1998, is a cell therapy pioneer working to turn cells into powerful therapeutics.
The Company has a wholly-owned U.S. subsidiary, Gamida Cell Inc. (the "Subsidiary"), which was incorporated in 2000, under
the laws of the State of Delaware. The financial statements represents the consolidation of these two entities (the "Company").
The Company applies 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.

 b.

 On April 17, 2023, the U.S. Food and Drug Administration approved the Company's allogenic cell therapy, Omisirge (omidubicel-onlv), for use in adult and pediatric patients 12 years and older with hematologic malignancies who are planned for umbilical cord blood transplantation following myeloablative conditioning to reduce the time to neutrophil recovery and the incidence of infection. In addition, the Company has applied its NAM cell expansion technology to NK cells, to develop its initial NK product candidate, GDA-201, an investigational, NK cell-based immunotherapy for the treatment of hematologic and solid tumors in combination with standard of care antibody therapies. In the first quarter of 2023, the Company completed a strategic reprioritization of Company's business activities to reduce Company's operating expenses and focus on the commercial launch of Omisirge (omidubicel-onlv).

 c.
 Prior to FDA approval of Omisirge in April 2023, the Company devoted substantially all of its efforts toward research and development activities. In the course of such activities, the Company has sustained operating losses and expects such losses to continue in the foreseeable future. The Company's accumulated deficit as of December 31, 2023 was $ 479,828 and negative cash flows from operating activities during the year ended December 31, 2023 were $ 79,120. As of December 31, 2023, the Company had approximately $ 46,554 in cash and cash equivalents. The Company has limited available cash resources and requires additional financing in order to continue to fund its current operations beyond the second quarter of 2024, and to pay existing and future liabilities and other obligations.

 On March 26, 2024, the Company entered
into a Restructuring Support Agreement, or the Support Agreement, with certain funds managed by Highbridge Capital Management, LLC. These
funds hold all of the Company exchangeable senior notes issued in 2021 and 2022.

 Pursuant to the Support Agreement, the
Company 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 the restructuring process.

 If this process is completed as
contemplated by the Support Agreement, all outstanding 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. 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 a certain contingent value rights agreement to be executed in connection with the restructuring process.

 There is no assurance that the
Company will complete the restructuring process as currently contemplated. If the Company is unable to complete restructuring
process in the second quarter of 2024, the Company expects that it will enter into involuntary restructuring proceedings in Israeli
court and the Company's shareholders would not receive any proceeds from such proceedings.

 These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments
to the carrying amounts and classifications of assets and liabilities that would result if the Company were unable to continue as a going
concern.

 F- 10

 NOTE 2:-
 SIGNIFICANT ACCOUNTING POLICIES

 a.
 Basis of presentation of the financial statements:

consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP).

 b.
 Use of estimates:

 The preparation of
financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. The Company's management believes that the estimates,
judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and
assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, and the reported
amount of expenses during the reporting periods. Estimates may include: revenue recognition, such as returns of product sold, stock-based
compensation, impairment of inventory, warrants liability, convertible senior note and impairment of long lived assets. Actual
results could differ from those estimates.

 c.
 Principles of consolidation:

 The consolidated financial statements include the accounts
of the Company and its subsidiary. Intercompany balances have been eliminated upon consolidation. The Company has one operating segment
and reporting unit.

 F- 11

 d.
 Consolidated financial statements in U.S dollars:

 The functional currency is the currency
that best reflects the economic environment in which the Company and its subsidiary operates and conducts their transactions. Most
of the Company's revenues and costs are incurred in U.S. dollar. In addition, the Company's financing activities are
incurred in U.S. dollars. The Company's management believes that the functional currency of the Company is the U.S. dollar.
Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars in accordance
with ASC No. 830 "Foreign Currency Matters." All transaction gains and losses of the remeasured monetary balance sheet
items are reflected in the statements of operations as financing income or expenses as appropriate.

 e.
 Cash and cash equivalents:

 Cash equivalents are short-term highly liquid deposits
that are readily convertible to cash with original maturities of three months or less, at the date acquired.

 f.
 Short-term and long-term restricted deposits:

 Restricted short-term deposits are deposits with maturities
of up to one year and are used as security for the rental of premises and as guarantee for the Israeli Investment Center. Restricted long-term
deposits are deposits with maturities of more than one year and are used as security for the rental of premises and for the Company's
credit cards.

 g.
 Property, plant and equipment:

 Property, plant and equipment are measured at cost, including
directly attributable costs, less accumulated depreciation, accumulated impairment losses and any related investment grants, excluding
day-to-day servicing expenses.

 Depreciation is calculated on a straight-line basis over
the useful life of the assets at annual rates as follows:

 %

 Machinery

 10 - 15

 Leasehold improvements

 (*)

 Office, furniture and equipment

 6 - 33

 Production plant

 (*)
 Over the shorter of the term of the lease or its useful life.

 F- 12

 h.
 Impairment of long-lived assets:

 The Company's long-lived assets are reviewed for
impairment in accordance with ASC No. 360 "Property, Plant and Equipment," whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows
that the assets are expected to generate are less than the carrying value of the assets, the Company reduces the carrying amount of the
assets through an impairment charge, to their estimated fair values. During the years ended December 31, 2023 and 2022, no impairment
indicators have been identified.

 i.
 Treasury shares:

 From time to time, forfeited equity grants will be transferred
to the Company and the Company holds them as treasury shares. The Company presents the cost to repurchase treasury shares as a reduction
of shareholders' equity.

 j.
 Share-based compensation:

 The Company accounts for share-based compensation in accordance
with ASC No. 718, "Compensation - Stock Compensation", 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.

 The Company has selected the binominal option-pricing model
as the most appropriate fair value method for its option awards. The fair value of restricted shares is based on the closing market value
of the underlying shares at the date of grant. The Company recognizes forfeitures of equity-based awards as they occur.

 k.
 Accounts receivable:

 Accounts receivable
are recorded net of credit losses allowance for any potential uncollectible amounts.

accounts receivable balance consists of amounts due from product sales to a single customer which is the Company's sole distributor
of Omisirge in the United States.

 The Company makes
estimates of expected credit and collectability trends for the allowance for credit losses based upon its assessment of various factors,
the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts
of future economic conditions, and other factors that may affect its ability to collect from customers.

 As of December 31, 2023 no allowances for credit losses of trade receivable
were recorded.

 F- 13

 l.
 Employee benefit liabilities:

 1.
 Severance pay

 The majority of the Company's employees who are
Israeli citizens have subscribed to Section 14 of Israel's Severance Pay Law, 5723-1963 (the "Severance Pay Law"). Pursuant
to Section 14 of the Severance Pay Law, employees covered by this section are entitled to monthly deposits at a rate of 8.33 % of their
monthly salary, made on their behalf by the Company. Payments made to employees in accordance with this section release the Company from
any future severance liabilities with respect to such employees. Neither severance pay liability nor severance pay fund under Section
14 of the Severance Pay Law is recorded on the Company's consolidated balance sheets.

 For the Company's employees
in Israel who are not subject to Section 14 of the Severance Pay Law, the Company has a liability for severance pay pursuant to the Severance
Pay Law based on the most recent salary of these employees multiplied by the number of years of employment as of the balance sheet date.
Accrued severance pay for these employees was $ 1,482 and $ 1,914 as of December 31, 2023 and 2022, respectively. The Company's liability
for these employees is fully provided for by monthly deposits with severance pay funds, insurance policies and accruals. The deposited
funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the
obligation pursuant to the Severance Pay Law or labor agreements. The severance pay fund amounted to $ 1,359 and $ 1,703 as of December
31, 2023 and 2022, respectively.

 Severance expense for the years ended December 31, 2023 and 2022, was
$ 483 and $ 895, respectively

 The Company offers a defined contribution
401(k) plan (the "Plan") covering all eligible US employees. Participants are permitted to make contributions up to the maximum
amount allowed under the Internal Revenue Code. The Company's contributions to the Plan for the years ended December 31, 2023 and 2022 were $ 515 and $ 424, respectively.

 F- 14

 NOTE2: -

 m.
 Fair value of financial instruments:

 The accounting guidance for fair value provides a framework
for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value
is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction
between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the
inputs used in the valuation methodologies in measuring fair value as follows:

 Level 1: Quoted prices (unadjusted) in active markets that
are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

 Level 2: Observable inputs that are based on inputs not
quoted on active markets but corroborated by market data.

 Level 3: Unobservable inputs are used when little or no
market data are available.

 n.
 Leases:

 The Company accounts for leases according to ASC 842, "Leases".
The Company determines if an arrangement is a lease and the classification of that lease at inception based on: (1) whether the contract
involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefits
from the use of the asset throughout the period, and (3) whether the Company has a right to direct the use of the asset. The Company elected
the practical expedient for lease agreements with a term of twelve months or less and does not recognize right-of-use ("ROU")
assets and lease liabilities in respect of those agreements. The Company also elected the practical expedient to not separate lease and
non-lease components for its leases.

 An ROU asset represents the right to use an underlying
asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease
agreement. An ROU asset is measured based on the discounted present value of the remaining lease payments, plus any initial direct costs
incurred and prepaid lease payments, excluding lease incentives. The lease liability is measured at lease commencement date based on the
discounted present value of the remaining lease payments. The implicit rate within the operating leases is generally not determinable,
therefore the Company uses the Incremental Borrowing Rate ("IBR") based on the information available at commencement date
in determining the present value of lease payments. The Company's IBR is estimated to approximate the interest rate for collateralized
borrowing with similar terms and payments and in economic environments where the leased asset is located. Certain leases include options
to extend the lease. An option to extend the lease is considered in connection with determining the ROU asset and lease liability when
it is reasonably certain that the Company will exercise that option. An option to terminate is considered unless it is reasonably certain
that the Company will not exercise the option. Payments under the Company's lease arrangements are primarily fixed however, certain
lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease right-of-use assets
and liabilities. Variable lease payments are primarily comprised of payments affected by common area maintenance and utility charges.

 F- 15

 o.
 Inventories:

 Inventories are stated at the lower
of cost or net realizable value; cost is determined using the average cost method. The Company regularly evaluates its ability to
realize the value of inventory. If the inventories are deemed damaged, if actual demand of the Company's therapies
deteriorates, or if market conditions are less favorable than those projected, inventory reserves or write-offs may be required.

 As of December 31, 2023, a reserve for slow-moving
inventory approaching expiration dates and inventory write-offs of $ 357 was recorded.

 p.
 Revenue recognition:

 Revenues are recognized
in accordance with ASC 606. Revenue from contracts with customers is recognized when control of the promised goods or services is transferred
to the customers, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

revenues are comprised of product revenue which represents the sales of Omisirge. The Company has a sole distributor in the United States
and sells to this customer.

 To determine revenue
recognition for arrangements the Company determines that are within the scope of Topic 606, the Company performs the following five steps:

 (i)
 Identify the contract(s) with a customer:

 The Company
enters into an enforceable contract with customer that defines each party's rights regarding delivery of and payment for a
Product, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all
consideration for such Product is probable based on the payer's intent and ability to pay the promised consideration.

 (ii)
 Identify the performance obligations in the contract:

contracts include the sale and delivery of Omisirge, which represent the Company's single performance obligation under each contract.

 (iii)
 Determine the transaction price:

 The transaction price is determined
based on the consideration to which the Company will be entitled in exchange for providing a Product to the customer. To the extent the
transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included
in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable
consideration. Variable consideration is included in the transaction price if, in the Company's judgment, it is probable that a
significant future reversal of cumulative revenue under the contract will not occur.

 Product revenues
are recognized at the time of delivery to the transplant center.

 F- 16

 (iv)
 Allocate the transaction price to the performance obligations in the contract:

 The entire transaction
price is allocated to the single performance obligation.

 (v)
 Recognize revenue when (or as) the entity satisfies a performance obligation:

 Revenue is recognized
when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Control either transfers
over time or at a point in time, which affects when revenue is recorded.

 Revenues from sales
of products are recognized at a point in time based on the transfer of control of the product, which is 24 hours after delivery to a transplant
center.

 The Company
applied the practical expedient in ASC 606 and did not evaluate payment terms of one year or less for the existence of a significant financing
component.

 For the year ended
December 31, 2023 all of the company's revenues were incurred in USA and the payment terms are typically 95 days based on customary
practices.

 q.
 Research and development expenses:

 Research and development expenses net of grants are recognized
in the consolidated statements of operations when incurred. Research and development expenses consist of personnel costs (including salaries,
benefits and share-based compensation), materials, consulting fees and payments to subcontractors, costs associated with obtaining regulatory
approvals, and executing preclinical and clinical studies. In addition, research and development expenses include overhead allocations
consisting of various administrative and facilities related costs. The Company charges research and development expenses as incurred.
Royalty-bearing grants from the Israeli Innovation Authority (the "IIA") of the Ministry of Economy and Industry in Israel
for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis
of the costs incurred, and are presented as a reduction from research and development expenses. In the event of failure of a project that
was partly financed by the IIA, the Company will not be obligated to pay any royalties or repay the amounts received. The Company recognized
the amounts of grants received in research and development as a reduction from research and development expenses in the amount of $ 309
and $ 978 for the years ended December 31, 2023 and 2022, respectively.

 F- 17

 r.
 Cost of Sales:

 Cost of sales
includes direct costs attributable to the production of Omisirge. Cost of sales includes raw materials, production, labor, and certain
maintenance and indirect manufacturing overheads costs, quality testing directly related to the product, and depreciation on equipment
used in the manufacturing of Omisirge. It also includes any cost of batch failure losses and royalty expenses. Cost of sales
for Omisirge are recognized when batch failure or revenue is recognized.

 s.
 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.

 t.
 Selling, General & Administrative (SG&A):

 Beginning July 1, 2023, reporting of Operating Expenses has been modified
to reflect the Company's transition to commercial stage. Costs that were previously reported as Commercial and General & Administrative
costs, are currently being reported as part of Selling, General & Administrative (SG&A) expenses. SG&A Costs consist mainly
of personnel costs (including salaries, benefits and share-based compensation), supply chain and quality assurance indirect expenses,
medical affairs expenses, marketing and selling, finance, and legal expenses.

 u.
 Income taxes:

 The Company accounts for income taxes in accordance with
ASC 740, "Income Taxes", which prescribes the use of the liability method whereby deferred tax asset and liability account
balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation
allowance, to reduce deferred tax assets to their estimated realizable value, if needed. ASC 740 offers a two-step approach for recognizing
and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in
a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the
technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The
second step is to measure the tax benefit as the largest amount that is more than 50 % likely to be realized upon ultimate settlement.
Any interest and penalties related to unrecognized tax benefits are recorded as income tax expense. As of December 31, 2023 and 2022,
no liability for unrecognized tax benefits was recorded as a result of ASC 740.

 v.
 Basic and diluted net loss per share:

 The Company computes net loss per share using the two-class
method required for participating securities. The two-class method requires income available to ordinary shareholders for the period to
be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income
for the period had been distributed. The Company considers its
restricted shares to be participating securities as the holders of the restricted shares would be entitled to dividends that would be
distributed to the holders of ordinary shares, on a pro-rata basis. These participating securities do not contractually require the holders
of such shares to participate in the Company's losses. As such, net loss for the periods presented was not allocated to the Company's
participating securities.

 F- 18

 The Company's basic net loss per share is calculated
by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period,
without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially
dilutive securities outstanding for the period using the treasury share method or the if-converted method for the convertible senior notes
if the assumed conversion into ordinary shares is dilutive. Diluted net loss per share is the same as basic net loss per share in periods
when the effects of potentially dilutive ordinary shares are antidilutive.

 w.
 Recently adopted accounting standards:

 In June 2016, FASB issued ASU 2016-13, Financial Instruments
- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment model to utilize
an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition
of losses. Topic 326 is effective for the Company beginning on January 1, 2023. Effective January 1, 2023, the Company adopted the standard.
Adoption of the standard did not have material impact on the financial statements.

 x.
 Recently issued accounting pronouncements not yet adopted:

 In November 2023,
the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their
reportable segments' significant expenses and other segment items on an interim and annual basis. Public entities with a single
reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation
requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and
for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating
the impact of adopting ASU 2023-07.

 In December 2023,
the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual
basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated
by jurisdiction. For the Company, ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
The Company is currently evaluating the impact of adopting ASU 2023-09.

 F- 19

 NOTE 3:-
 PROPERTY, PLANT AND EQUIPMENT, NET

 The composition of property, plant
and equipment is as follows:

 2023

 2022

 Cost:

 Machinery

 $
 2,796

 $
 4,383

 Leasehold improvements

 1,280

 1,447

 Office, furniture and equipment

 1,014

 Production plant

 41,122

 41,971

 46,139

 48,815

 Less - accumulated depreciation

 ( 4,875
)

 ( 4,496
)

 Depreciable cost

 $
 41,264

 $
 44,319

 Depreciation expense amounted to $ 2,024 and $ 440 for the
years ended December 31, 2023 and 2022, respectively. The depreciation expense relating to equipment sold during 2023 was $ 1,646.

 Loss from sale of equipment amounted to $ 395 for the year
ended December 31, 2023 and was recognized in Other operating expenses.

 NOTE 4:-
 LEASES

 The Company entered
into operating leases primarily for its production plant, and its laboratories, offices and automobiles. The leases have remaining lease
terms of up to four years, The Company does not assume renewals in its determination of the lease term unless the renewals are
considered as reasonably certain at lease commencement.

 The components of
operating lease costs were as follows:

 2023

 2022

 Operating lease costs

 $
 2,476

 $
 2,833

 Short-term lease costs

 Total lease costs

 $
 2,493

 $
 2,924

 F- 20

 NOTE 4:-
 LEASES (Cont.)

 Supplemental
balance sheet information related to operating leases is as follows:

 2023

 2022

 Weighted average remaining lease term (in years)

 3.18

 3.28

 Weighted average discount rate

 2.63
 %

 3.56
 %

 Maturities of lease liabilities were
as follows:

 2024

 1,172

 2025

 1,044

 2026

 2027

 Total undiscounted lease payments

 3,432

 Less - imputed interest

 ( 35
)

 Present value of lease liabilities

 $
 3,397

 NOTE 5:-
 CONVERTIBLE SENIOR NOTES, NET

 a.
 On February 16, 2021, the Subsidiary issued convertible senior notes (the "2021 Notes") due
in 2026, in the aggregate principal amount of $ 75,000, pursuant to an Indenture between the Company, the Subsidiary, and Wilmington Savings
Fund Society, FSB, dated February 16, 2021 (the "Indenture"). The 2021 Notes bear interest payable semiannually in arrears,
at a rate of 5.875 % per year. The 2021 Notes will mature on February 15, 2026, unless earlier converted, redeemed or repurchased in accordance
with their terms.

 Subject to the provisions
of the Indenture, the holders of the 2021 Notes have the right, prior to the close of business on the second scheduled trading day immediately
preceding February 15, 2026, to convert any 2021 Notes or portion thereof that is $ 1,000 or an integral multiple thereof, into the
Company's ordinary shares at an initial conversion rate of 56.3063 shares per $ 1,000 principal amount of 2021 Notes (equivalent
to an exchange price of $ 17.76 per share). The conversion rate is subject to adjustment in specified events.

 Upon the occurrence
of a fundamental change (as defined in the Indenture), holders of the 2021 Notes may require the Company to repurchase for cash all or
a portion of their 2021 Notes, in multiples of $ 1,000 principal amount, at a repurchase price equal to 100 % of the principal amount of
the 2021 Notes, plus any accrued and unpaid interest, if any, to, but excluding, interest
accrued after the date of such repurchase notice. If certain fundamental changes referred to as make-whole fundamental changes occur,
the conversion rate for the 2021 Notes may be increased.

 F- 21

 NOTE 5:-
 CONVERTIBLE SENIOR NOTES, NET (Cont.)

 Subject to the provisions
of the Indenture, the Subsidiary may redeem for cash all or a portion of the 2021 Notes for cash, at its option, at a redemption price
equal to 100 % of the principal amount of the 2021 Notes to be redeemed, plus accrued and unpaid interest on the notes to be redeemed,
if the last reported closing price of the Company's ordinary shares has been at least 130 % of the exchange price then in effect
for at least 20 trading days during any 30 consecutive trading day period, and in the event of certain tax law changes.

 The Company accounts
for its 2021 Notes in accordance with ASC 470-20 "Debt with Conversion and Other Options". The Convertible 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.

 2023

 2022

 Liability component:

 Principal amount

 $
 75,000

 $
 75,000

 Issuance costs

 ( 4,223
)

 ( 4,223
)

 Principal net of issuance costs

 70,777

 70,777

 Amortized issuance costs

 2,264

 1,423

 Net carrying amount (including accrued interest)

 $
 73,041

 $
 72,200

 The total issuance
costs of the 2021 Notes amounted to $ 4,223 and are amortized to interest expense at an annual effective interest rate of 7.37 %, over the
term of the 2021 Notes.

 As of December 31, 2023 and 2022, the total estimated fair value of
the 2021 Notes was $ 74,946 and $ 73,331, respectively. The fair value was determined using the Company's effective rates for December
31, 2023 and 2022.

 F- 22

 NOTE 5:-
 CONVERTIBLE SENIOR NOTES, NET (Cont.)

 b.
 In December 2022, the Company, as guarantor, and the Subsidiary entered into a Loan and Security Agreement
(the "Loan Agreement") with certain funds managed by Highbridge Capital Management, LLC (collectively, "Highbridge"),
as the lenders (together with the other lenders from time to time party thereto, the "Lenders"), and Wilmington Savings Fund
Society, FSB, as collateral agent and administrative agent. Pursuant to the Loan Agreement, the Subsidiary issued $ 25,000 aggregate principal
amount of convertible senior notes (the "2022" Notes). The 2022 Notes bear interest of 7.5 % which will be paid on a quarterly
basis and monthly principal installment payments.

 The 2022 Notes 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. In addition, under certain circumstances, the Company can issue Ordinary shares in exchange for the discharge of
the monthly principal installment payments.

 The Loan Agreement
contains customary representations and warranties and covenants, including a $ 20 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 when less than $ 5 million of principal amount is outstanding under the Loan Agreement. As of
December 31, 2023, the Company is in compliance with such covenants.

 The Company has
elected the fair value option to measure the 2022 Notes upon issuance, in accordance with ASC 825-10. Under the fair value option, the
2022 Notes are 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).

 As of December 31,
2023, the Company issued 10,044,275 and 1,210,322 Ordinary shares in exchange for the discharge of $ 16,107 of the aggregate outstanding
balance and the discharge of $ 1,451 interest make-whole payments, respectively, in respect of the 2022 Notes. As of December 31, 2023,
the Company has paid $ 2,249 in principal payments and $ 1,503 in interest payments. The principal balance of the loan as of December 31,
2023 is $ 6,644.

 F- 23

 NOTE 6:-
 ACCRUED EXPENSES AND CURRENT LIABILTIES

 2023

 2022

 Subcontractors

 $

 $

 Third Party Settlement Agreement*

 4,424

 2,666

 Clinical activities

 2,169

 2,709

 Professional services

 1,070

 1,561

 Production plant in process

 -

 Other

 $
 8,129

 $
 8,891

 *
 In December 2022, the Company signed an agreement with Lonza
Netherlands B.V., or Lonza, to mutually terminate their Service Agreement, whereas the Company shall pay Lonza an aggregate amount of
$ 8,848 ( 8,000). As of December 31, 2023, the Company had paid the first two installment payments of $ 1,594 ( 1,500) and $ 2,646
( 2,500). The remaining $ 4,424 ( 4,000) will be paid in 2024. The current liability to Lonza increased during 2023, as a portion
of the termination payments were classified as long-term liabilities in 2022.

 NOTE 7:-
 SELLING, GENERAL AND ADMINISTRATIVE

 2023

 2022

 Salaries & related

 $
 17,004

 $
 12,902

 Share-based compensation

 4,183

 3,151

 Professional services*

 20,262

 13,099

 Other

 3,135

 3,149

 $
 44,584

 $
 32,301

 *
 Professional fees include legal, accounting and audit services,
and other consulting fees.

 NOTE 8:-
 FINANCIAL (INCOME) EXPENSES

 2023

 2022

 Change in Fair Value of warrant derivative liabilities

 $
 ( 17,469
)

 $
 -

 Change in Fair Value of convertible loan

 -

 Interest Income

 ( 2,727
)

 ( 3,234
)

 Interest Expense

 7,587

 5,683

 Follow On Costs

 1,733

 2,132

 Other

 ( 199
)

 $
 ( 10,042
)

 $
 4,382

 F- 24

 NOTE 9:-
 FAIR VALUE MEASUREMENTS

 Cash and cash equivalents,
short-term restricted deposits, prepaid expenses and other assets, accounts receivables, trade payables and accrued expenses and other
liabilities, are stated at their carrying value which approximates their fair value due to the short time to the expected receipt or payment.

 The following tables
present the Company's assets and liabilities measured at fair value by level within the fair value hierarchy for the years ended
December 31, 2023 and 2022:

 2023

 2022

 Level 1

 Level 3

 Total

 Level 1

 Level 3

 Total

 Financial assets:

 Money market funds included in cash and cash equivalent

 $

 $
 -

 $

 $
 58,827

 $
 58,827

 $
 -

 Total assets measured at fair value

 $

 $
 -

 $

 $
 58,827

 $
 -

 $
 58,827

 Financial liabilities:

 2022 Notes

 $
 -

 $
 6,505

 $
 6,505

 $
 -

 $

 $

 Warrants liability

 -

 3,284

 3,284

 -

 -

 -

 Total liabilities measured at fair value

 -

 $
 9,789

 $
 9,789

 $
 -

 $

 $

 See Note 5 "Convertible
Senior Notes" for the carrying amount and estimated fair value of the Company's 2021 Notes as of December 31, 2023 and 2022.

 The Company classify
Money market funds within Level 1, and the 2021 Notes, 2022 Notes and warrants liability are classified within Level 3, because the Company
uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value.

 The warrants liability
was valued using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Black Scholes model's
primary unobservable input utilized in determining the fair value of the Private warrants is the expected volatility of the Ordinary shares.
The expected volatility was implied from a blend of the Company's own Ordinary share and Public Warrant pricing, and the average
historical share volatilities of several unrelated public companies within the Company's industry that the Company considers to
be comparable to its own business.

 F- 25

 NOTE 9:-
 FAIR VALUE MEASUREMENTS (Cont.)

 The following table
summarizes the warrant liability activity as of December 31, 2023:

 Warrant

 liability

 Initial measurement (April 21, 2023)

 $
 20,753

 Change in fair value

 ( 17,469
)

 Balance December 31, 2023

 $
 3,284

 The key inputs used
in the valuation of the warrants liability as of December 31, 2023 and April 21, 2023, the initial measurement date, are included below:

 Input

 2023

 April, 21,
 2023

initial
 measurement

 Exercise price

 $
 1.35

 $
 1.35

 Share price on date

 $
 0.41

 $
 1.60

 Risk-free rate

 4.0
 %

 3.7
 %

 Expected volatility

 %

 %

 Dividend Rate

 %

 %

 The 2022 Notes were
valued using the Monte Carlo simulation analysis to generate expected future cash flows based on movement in the Company's stock
price. These future cash flows were then discounted to present value. Cash flows associated with the future conversion of loan principal
into shares were discounted at the risk-free rate commensurate with the remaining term of the loan. Future cash flows resulting from the
contractual debt payments were discounted at a market yield. The significant inputs into the Monte Carlo simulation were the closing stock
price as of December 31, 2023, volatility analysis of the stock, and the risk-free rate using U.S. Treasury Constant Maturity Rate for
the remaining time between the Valuation date and maturity date.

 The fair value for
the 2022 Notes liability as of December 31, 2023 and December 31, 2022:

 2022

Notes

 Balance as of December 31, 2022

 $

 2023 principal payments and conversions

 ( 18,356
)

 Change in fair value

 Balance as of December 31, 2023

 $
 6,505

 F- 26

 NOTE 9:-
 FAIR VALUE MEASUREMENTS (Cont.)

 The key inputs used
in the valuation of the 2022 Notes liability as of December 31, 2023 and December 31, 2022 the initial measurement date:

 2023

 2022

 Voluntary conversion price

 $
 1.91

 $
 1.91

 Share price on date

 $
 0.41

 $
 1.29

 Risk-free rate

 4.8
 %

 4.4
 %

 Expected volatility

 %

 %

 Implied yield

 31.0
 %

 32.8
 %

 NOTE 10:-
 CONTINGENT LIABILITIES AND COMMITMENTS

 a.
 Legal proceedings:

 From time to time
the Company or its subsidiaries may be involved in legal proceedings and/or litigation arising in the ordinary course of business. While
the outcome of these matters cannot be predicted with certainty, the Company does not believe it will have a material effect on its consolidated
financial position, results of operations, or cash flows.

 b.
 Bank guarantees:

 As of December 31,
2023, the Company obtained bank guarantees in the amount of $ 2,844, primarily in connection with an Investment Center grant in order to
ensure the fulfillment of the grant terms.

 c.
 Governments grants:

 The Company has received grants from the IIA to finance
its research and development programs in Israel, through which the Company received IIA participation payments in the aggregate amount
of $ 37,082 through December 31, 2023, of which $ 34,477 is royalty-bearing grants and $ 2,605 is non-royalty-bearing grants. In return,
the Company is committed to pay IIA royalties at a rate of 3 - 3.5 % of future sales of the developed products, up to 100 % of the
amount of grants received.

 Pursuant to the latest IIA regulations,
grants received from the IIA before June 30, 2017 bear an annual interest LIBOR rate that applied at the 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 LIBOR< until December 31, 2023, and as of January 1, 2024, bear an annual interest rate
based on the 12-month Secured Overnight Financing Rate ("SOFR"), or in an alternative publication by the Bank of Israel, with
the addition of 0.72 %. Grants approved after January 1, 2024 will bear the higher of (i) the 12-month SOFR interest rate, plus 1 %, or
(ii) a fixed annual interest rate of 4 %.

 Through December 31, 2023, the Company has accrued $ 61 in royalty expenses.
The Company's contingent royalty liability to the IIA at December 31, 2023, including grants received by the Company and the
associated LIBOR interest on all such grants totaled $ 43,745.

 F- 27

 NOTE 11:-
 SHAREHOLDERS' DEFICIT

 a.
 Ordinary shares:

 Subject to the Company's amended and restated Articles
of Association, the holders of the Company's ordinary shares have the right to receive notices to attend and vote in general meetings
of the Company's shareholders, and the right to share in dividends and other distributions upon liquidation.

 On September 27, 2022, the Company issued and sold, in
an underwritten public offering, an aggregate of 12,905,000 of its Ordinary shares at a public offering price of $ 1.55 per share, for
gross proceeds of approximately $ 20,000, before deducting underwriting discounts and commissions and offering expenses.

 On April 19, 2023, the Company issued and sold 17,500,000
of its Ordinary shares at a public offering price of $ 1.30 per ordinary share and accompanying warrants to purchase 17,500,000 Ordinary
shares, for gross proceeds of approximately $ 22,750, before deducting underwriting discounts and commissions and offering expenses of
$ 1,900.

 During 2023, the Company had raised $ 43,120 in net proceeds
by issuing 40,515,620 shares via an ATM offering, at an average public offering price of $ 1.10 per share.

 b.
 Warrants to investors:

 As part of its April 2023 underwritten public offering
of its securities, the Company granted certain investors 17,500,000 warrants to purchase the Company's Ordinary shares that will
expire on April 21, 2028. The warrants were classified as a liability on the balance sheet initially, and subsequently measured at fair
value through earnings, as the warrants are not considered indexed to the Company's own equity pursuant to ASC 815-40. The change
in fair value of the warrants liability is recognized in financial expenses, net, in the consolidated statements of operation. During
the twelve months ended December 31, 2023, 33,270 of such warrants were exercised in exchange for 33,270 of the Company's Ordinary
shares.

 c.
 Treasury shares:

 During the year ended December 31, 2023, the Company cancelled
 32,477 outstanding restricted shares, whereby the restricted shares became treasury shares.

 d.
 Option plans:

 On January 23, 2017,
the Company's Board of Directors approved the Company's 2017 Share Incentive Plan (the "2017 Plan" and together
with the 2014 Plan, the "Option Plans"), and the subsequent grant of options to the Company's employees, officers and
directors. Pursuant to the 2017 Plan, the Company initially reserved for issuance 312,867 ordinary shares, nominal value NIS 0.01 each.
On February 28, 2017, the Company's shareholders approved the 2017 Plan.

 F- 28

 NOTE 11:-
 SHAREHOLDERS' DEFICIT (Cont.)

 The 2017 Plan provides
for the grant of awards, including options, restricted shares and restricted share units to the Company's directors, employees,
officers, consultants and advisors.

 On February 25,
2021 and November 17, 2021, the board of directors and shareholders, respectively, approved an amendment and restatement of the 2017 Plan.
The 2017 Plan, as amended, also contains an "evergreen" provision, which provides for an automatic allotment of ordinary shares
to be added every year to the pool of ordinary shares available for grant under the 2017 Plan. Under the evergreen provision, on January
1 of each year (beginning January 1, 2022), the number of ordinary shares available under the 2017 Plan automatically increases by the
lesser of the following: (i) 4 % of our outstanding ordinary shares on the last day of the immediately preceding year; and (ii) an amount
determined in advance of January 1 by the board of directors. As of December 31, 2023, 2,455,978 shares were reserved for issuance under
the 2017 Plan.

 The Company estimates
the fair value of stock options granted using the binominal option-pricing model. The option-pricing model requires a number of assumptions,
of which the most significant are the expected stock price volatility and the expected option term.

 Expected volatility
was calculated based upon the Company's historical share price and historical volatilities of similar entities in the related sector
index. The expected term of the options granted is derived from output of the option valuation model and represents the period of time
that options granted are expected to be outstanding. The risk-free interest rate is based on the yield from U.S. treasury bonds with an
equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends.

 The following table
lists the inputs to the binomial option-pricing model used for the fair value measurement of equity-settled share options for the above
Options Plans for the years 2023 and 2022:

 2023

 2022

 Dividend yield

 0 %

 0 %

 Expected volatility of the share prices

 69 %- 74 %

 66 %- 67 %

 Risk-free interest rate

 3.5 %- 4.44 %

 1.8 %- 3.8 %

 Expected term (in years)

 Based on the above
inputs, the fair value of the options was determined to be $ 0.24 - $ 1.59 per option at the grant date.

 F- 29

 NOTE 11:-
 SHAREHOLDERS' DEFICIT (Cont.)

 The following table
summarizes the number of options granted to employees under the Option Plans for the year ended December 31, 2023 and related information:

 Number of
 options

 exercise

 price

 remaining

 contractual

 term

(in years)

 Aggregate

 intrinsic

 value

 Outstanding at the beginning of the year

 6,133,903

 4.62

 7.51

 8,939

 Granted

 2,167,234

 1.51

 -

 -

 Exercised

 ( 1,066
)

 0.25

 -

 -

 Forfeited

 ( 657,309
)

 2.58

 -

 -

 Expired

 ( 533,500
)

 5.57

 -

 -

 Outstanding at the end of the year

 7,109,262

 3.83

 7.16

 2,259

 Exercisable at the end of the year

 4,280,279

 4.62

 6.25

 The weighted average
exercise price of the Company's options granted during the years ended December 31, 2023 and 2022 was $ 1.51 and $ 2.55, respectively.

 The weighted-average
grant date fair value of options granted during the years ended December 31, 2023 and 2022, was $ 0.95 and $ 1.58, respectively.

 The following
table summarizes information about the Company's outstanding and exercisable options granted to employees as of December 31,
2023:

 Exercise price

 Options

 outstanding

 as of

 2023

 remaining

 contractual

 term

(years)

 Options

 exercisable

 as of

 2023

 remaining

 contractual

 term

(years)

 $ 0.25- 3.80

 4,213,394

 8.54

 1,725,760

 8.43

 $ 4.15- 4.95

 1,782,094

 4.61

 1,656,858

 5.06

 $ 5.21- 7.56

 350,934

 6.33

 275,479

 6.05

 $ 8.00-11.01

 762,840

 5.66

 622,182

 6.29

 7,109,262

 4,280,279

 F- 30

 NOTE 11:-
 SHARE-BASED COMPENSATION (Cont.)

 e.
 A summary of restricted shares and restricted share units activity for the year ended December 31,
2023 is as follows:

 Number of

 restricted

 shares and

 restricted

 share units

 grant date

 fair value

 Unvested at the beginning of the year

 1,126,743

 $
 3.29

 Granted

 1,056,406

 1.51

 Vested

 ( 706,619
)

 2.85

 Forfeited

 ( 339,727
)

 2.28

 Unvested at the end of the year

 1,136,803

 $
 2.22

 The
total fair value of shares vested during the years ended December 31, 2023 and 2022, was $ 1,734 and $ 1,462, respectively.

 f.
 The total share-based compensation expense related to all of the Company's
equity-based awards, recognized for the years ended December 31, 2023 and 2022 is comprised as follows:

 2023

 2022

 Cost of sales

 $

 $
 -

 Excess Capacity

 -

 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

 As of December 31,
2023, there are $ 5,734 of total unrecognized costs related to share-based compensation that is expected to be recognized over a
weighted average period of approximately 1.77 years.

 F- 31

 NOTE 12:-
 TAXES ON INCOME

 a.
 Tax rates applicable to the income of the Company:

 1.
 Corporate tax rates

 Taxable income of
the Israeli parent is subject to the Israeli corporate tax at the rate of 23 % in 2023 and 2022.

 The Subsidiary is
taxed according to the tax laws in its country of residence.

 2.
 Income tax benefits

 Income is subject
to tax benefits under the Law for Encouragement of Capital Investments, 1959 (the "Investment Law"), which provides tax benefits
for Israeli companies meeting certain requirements and criteria. The Investment Law has undergone certain amendments and reforms in recent
decades.

 The Israeli parliament
enacted a reform to the Investment Law, effective January 2011. According to the reform, a flat rate tax applies to companies eligible
for the "Preferred Enterprise" status. In order to be eligible for Preferred Enterprise status, a company must meet minimum
requirements to establish that it contributes to the country's economic growth and is a competitive factor for the gross domestic
product.

Israeli operations elected "Preferred Enterprise" status, starting in 2017.

 Benefits granted
to a Preferred Enterprise include reduced tax rates. As part of the Economic Efficiency Law (Legislative Amendments for Accomplishment
of Budgetary Targets for Budget Years 2017-2018), 5777-2016, the tax rate for Area A will be 7.5 % in 2017 onwards. In other regions, the
tax rate is 16 %. Preferred Enterprises in peripheral regions will be eligible for Investment Center grants, as well as the applicable
reduced tax rates.

 3.
 Income taxes on non-Israeli subsidiary:

subsidiary are separately taxed under the domestic tax laws of the jurisdiction of incorporation.

 Tax rate applicable
to Gamida cell Inc.:

 On December 22,
2017, the United States enacted the Tax Cuts and Jobs Act (the "U.S. Tax Reform"); a comprehensive tax legislation that includes
significant changes to the taxation of business entities. These changes, most of which are effective for tax years beginning after December 31,
2017, include several key tax provisions that might impact the Company, among others: (i) a permanent reduction to the statutory
federal corporate income tax rate from 35 % (top rate) to 21 % (flat rate) effective for tax years beginning after December 31, 2017
((ii) stricter limitation on the tax deductibility of business interest expense; (iii) a shift of the U.S. taxation of multinational
corporations from a tax on worldwide income to a territorial system (along with certain rules designed to prevent erosion of the U.S.
income tax base) (iv) a one-time deemed repatriation tax on accumulated offshore earnings held in cash and illiquid assets,
with the latter taxed at a lower rate and (v) an expansion of the U.S. controlled foreign corporation ("CFC") anti deferral
starting with the CFC's first tax year beginning in 2018 intended to tax in the U.S. "global intangible low-taxed income"
("GILTI").

 F- 32

 NOTE 12:-
 TAXES ON INCOME (Cont.)

 b.
 The Law for the Encouragement of Industry (Taxation), 1969:

 The Company has
the status of an "industrial company", under this law. According to this status and by virtue of regulations published thereunder,
the Company is entitled to claim a deduction of accelerated depreciation on equipment used in industrial activities, as determined in
the regulations issued under the law. The Company is also entitled to amortize a patent or knowhow usage right that is used in the enterprise's
development or promotion, to deduct listed share issuance expenses and to file consolidated financial statements under certain conditions.

 c.
 The components of the loss before income taxes were as follows:

 2023

 2022

 Gamida Cell Ltd. - Israel

 $
 35,644

 $
 66,137

 Gamida Cell Inc. – United States

 27,352

 13,238

 62,996

 $
 79,375

 d.
 Net operating losses carryforward:

 The Parent Company
has net operating losses and capital losses for tax purposes as of December 31, 2023 totaling approximately $ 348,370 and $ 1,168,
respectively, which may be carried forward and offset against taxable income in the future for an indefinite period.

 As of December 31,
2023, the Subsidiary has net operating losses carryforwards of $ 56,698 for federal tax purposes.

 e.
 Final tax assessments:

tax assessments through the 2018 tax year are considered final.

 F- 33

 NOTE 12:-
 TAXES ON INCOME (Cont.)

 f.
 Deferred taxes:

 Deferred income
taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company's deferred tax assets are comprised of operating loss carryforwards
and other temporary differences.

 Significant
components of the Company's deferred tax assets are as follows:

 2023

 2022

 Accruals and reserves

 R&D expenses

 2,660

 3,421

 Stock-based compensation

 1,115

 1,389

 Issuance costs

 Lease liability

 Loss carryforward

 42,094

 34,029

 Capital loss

 Tax credit carried forward

 Deferred tax assets before valuation allowance

 46,947

 40,184

 Less - valuation allowance

 46,579

 39,548

 ROU Asset

 ( 368
)

 ( 726
)

 Net deferred tax assets, net

 -

 -

 Management currently
believes that since the Company has a history of losses, and there is uncertainty with respect to future taxable income of the Company,
it is more likely than not that the deferred tax assets will not be utilized in the foreseeable future. Thus, a full valuation allowance
was provided to reduce deferred tax assets to their realizable value.

 In 2022 and 2023
the main reconciling item for the Company's tax rate is tax loss carryforwards and temporary differences, for which a full valuation
allowance was provided.

 F- 34

 NOTE 13:-
 BASIC AND DILUTED NET LOSS PER SHARE

 Details of
the number of shares and loss used in the computation of net loss per share:

 Year ended December 31,

 2023

 2022

 number of

 shares

 Net loss

 attributable

 to equity

 holders of

 the

 Company

 number of

 shares

 Net loss

 attributable

 to equity

 holders of

 the

 Company

 For the computation of basic and diluted net loss

 110,049,547

 $
 62,996

 63,826,295

 $
 79,375

 All
outstanding convertible senior note options, warrants, outstanding share options, and restricted shares for the twelve months ended December
31, 2023 and 2022 have been excluded from the calculation of the diluted net loss per share, because all such securities are anti-dilutive
for all periods presented. The total number of potential shares excluded from the calculation of diluted net loss per share are as follows:

 2023

 2022

 Convertible senior notes

 9,948,582

 4,904,318

 Warrants

 17,466,730

 1,670,373

 Outstanding share options

 6,837,070

 5,396,583

 Restricted shares

 1,526,758

 1,289,395

 Total

 35,779,140

 13,260,669

 NOTE 14: SUBSEQUENT EVENTS

 a.
 From January 1, 2024 through March 27, 2024, the Company raised an additional $ 2,993 in net proceeds by issuing 9,362,420 additional ordinary shares via an ATM offering, at an average public offering price of $ 0.32.

 b.
 On March 26, 2024, the Company entered into a Restructuring Support Agreement, or the Support Agreement,
with Highbridge Capital Management, LLC, or Highbridge in order to set forth the terms for the restructuring of Company outstanding debt
and equity. If this restructuring process is completed as contemplated by the Support Agreement, the Company will continue to exist as
a private operating Company that is owned entirely by Highbridge.

 00-0000000

 0.57 1.24 110049547 63826295

 110049547 63826295 62996000 79375000 false FY 0001600847

 2023-06-30

 2024-03-22

 2021-12-31

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