What changed in this filing

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Item 1. Financial Statements

2025-04-24 compared with 2024-10-30 · 55 added, 130 removed, 394 unchanged (32% of the section changed)

3 unchanged sentences

dollars in thousands (except share data)

September 30,

2025 December 31, 2024

19 unchanged sentences

dollars in thousands (except share data)

September 30,

2025 December 31, 2024

8 unchanged sentences

LONG-TERM LIABILITIES:

Convertible note

Senior secured credit facility, net

97,450 97,300

Long-term leases 40,310 19,971

8 unchanged sentences

issued and outstanding:

108,100,392 shares and 107,075,754 shares at September 30, 2024 (unaudited) and December 31, 2023, respectively

111,482,600 shares and 108,516,819 shares at March 31, 2025 (unaudited) and December 31, 2024, respectively

Additional paid-in capital 1,554,608 1,519,809

7 unchanged sentences

dollars in thousands (except share and per share data)

Three months ended September 30, Nine months ended September 30, Year ended December 31,

Three months ended March 31, Year ended December 31,

2025 2024 2024

Unaudited Unaudited Audited

Unaudited Audited

Net revenues $ 154,994 $ 138,503 $ 605,220

16 unchanged sentences

dollars in thousands

Three months ended September 30, Nine months ended September 30, Year ended December 31,

Three months ended March 31, Year ended December 31,

2025 2024 2024

Unaudited Unaudited Audited

Unaudited Audited

Net income (loss) $ ( 34,319 ) $ ( 38,760 ) $ ( 168,627 )

1 unchanged sentence

Change in foreign currency translation adjustments 358 ( 327 ) ( 1,200 )

Unrealized gain (loss) from debt securities 15 — 440 445

Pension benefit plan 941 1,649 1,169

15 unchanged sentences

Balance as of March 31, 2025 (Unaudited) 111,482,600 $ 1,554,608 $ ( 4,201 ) $ ( 1,188,449 ) $ 361,958

Share-based compensation to employees — 31,830 — — 31,830

Proceeds from issuance of shares 178,668 2,187 — — 2,187

Exercise of options and vested RSUs 231,388 1,121 — 1,121

Other comprehensive income (loss), net of tax benefit of $ 0

— — 632 — 632

Net income (loss) — — — ( 33,375 ) ( 33,375 )

Balance as of June 30, 2024 (Unaudited) 108,013,830 $ 1,422,903 $ ( 3,515 ) $ ( 1,057,638 ) $ 361,750

Share-based compensation to employees — 31,364 — — 31,364

Exercise of options and vested RSUs 86,562 100 — — 100

Other comprehensive income (loss), net of tax benefit of $ 0

— — ( 1,863 ) — ( 1,863 )

Net income (loss) — — — ( 30,570 ) ( 30,570 )

Balance as of September 30, 2024 (Unaudited) 108,100,392 $ 1,454,367 $ ( 5,378 ) $ ( 1,088,208 ) $ 360,781

Ordinary shares Additional

10 unchanged sentences

Balance as of March 31, 2024 (Unaudited) 107,603,774 $ 1,387,765 $ ( 4,147 ) $ ( 1,024,263 ) $ 359,355

Share-based compensation to employees — 32,740 — — 32,740

Proceeds from issuance of shares 81,730 2,883 — — 2,883

Exercise of options and vested RSUs 336,439 4,622 — — 4,622

Other comprehensive income (loss), net of tax benefit of $ 0

— — 710 — 710

Net income (loss) — — — ( 57,418 ) ( 57,418 )

Balance as of June 30, 2023 (Unaudited) 106,605,331 $ 1,306,603 $ ( 1,981 ) $ ( 888,939 ) $ 415,683

Share-based compensation to employees — 26,346 — — 26,346

Exercise of options and vested RSUs 142,939 1,171 — — 1,171

Other comprehensive income (loss), net of tax benefit of $ 0

— — ( 11 ) — ( 11 )

Net income (loss) — — — ( 49,485 ) ( 49,485 )

Balance as of September 30, 2023 (Unaudited) 106,748,270 $ 1,334,120 $ ( 1,992 ) $ ( 938,424 ) $ 393,704

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

dollars in thousands

Three months ended September 30, Nine months ended September 30, Year ended December 31,

Three months ended March 31, Year ended December 31,

2025 2024 2024

Unaudited Unaudited Audited

Unaudited Audited

Cash flows from operating activities:

22 unchanged sentences

Proceeds from senior secured credit facility, net

— — 96,922 — —

Repayment and redemption of long-term debt

5 unchanged sentences

Cash, cash equivalents and restricted cash at the beginning of the period 166,094 242,564 242,564

NOVOCURE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

dollars in thousands

Cash, cash equivalents and restricted cash at the end of the period $ 129,431 $ 457,363 $ 166,094

6 unchanged sentences

Restricted cash 2,152 3,600 2,327

NOVOCURE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

dollars in thousands

Total cash, cash equivalents and restricted cash $ 129,431 $ 457,363 $ 166,094

30 unchanged sentences

Recently announced accounting pronouncements

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):

1 unchanged sentence

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 and will adopt it for fiscal year ending December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

1 unchanged sentence

Cash equivalents include items almost as liquid as cash, with maturity periods of three months or less when purchased, and short-term investments include items with maturity dates between three months and one year when purchased.

As of September 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents and short-term investments were composed of:

September 30, 2024

As of March 31, 2025 and December 31, 2024, the Company’s cash and cash equivalents and short-term investments were composed of:

March 31, 2025

Fair value level Adjusted cost basis Unrealized gains Unrealized losses Fair market value Recorded basis Cash and cash equivalents Short-term investments (2)

23 unchanged sentences

This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

As of September 30, 2024 and December 31, 2023, all investments mature in one year or less.

As of March 31, 2025 and December 31, 2024, all investments mature in one year or less.

Unrealized losses from debt securities are primarily attributable to changes in interest rates.

2 unchanged sentences

The weighted average methodology is applied to determine cost.

As of September 30, 2024 and December 31, 2023, the Company’s inventories were composed of:

September 30,

As of March 31, 2025 and December 31, 2024, the Company’s inventories were composed of:

2025 December 31,

9 unchanged sentences

Pledged deposits and bank guarantees.

As of September 30, 2024 and December 31, 2023, the Company pledged bank deposits of $ 2,350 and $ 2,848 , respectively, to cover bank guarantees in respect of its leases of operating facilities and obtained bank guarantees for the fulfillment of the Company’s lease and other contractual commitments of $ 2,720 and $ 3,216 , respectively.

As of March 31, 2025 and December 31, 2024, the Company pledged bank deposits of $ 4,740 and $ 4,909 , respectively, to cover bank guarantees in respect of its leases of operating facilities and obtained bank guarantees for the fulfillment of the Company’s lease and other contractual commitments of $ 5,110 and $ 5,285 , respectively.

In addition, € 15,000 ($ 16,231 ) of the Company's short term investments are pledged to a bank as guarantee for the Company's due execution of cash concentration agreements.

Legal Proceedings.

In June 2023, a putative class action lawsuit was filed against the Company, its Executive Chairman and its Chief Executive Officer.

The complaint, later amended to add our Chief Financial Officer as a defendant, which purports to be brought on behalf of a class of persons and/or entities who purchased or otherwise acquired ordinary shares of the Company from January 5, 2023 through June 5, 2023, alleges material misstatements and/or omissions in the Company’s public statements with respect to the results from its phase 3 LUNAR clinical trial.

In June 2023, a putative class action lawsuit was filed against the Company, its former Executive Chairman and its Chief Executive Officer.

The complaint, later amended to add our former Chief Financial Officer as a defendant, which purports to be brought on behalf of a class of persons and/or entities who purchased or otherwise acquired ordinary shares of the Company from January 5, 2023 through June 5, 2023, alleges material misstatements and/or omissions in the Company’s public statements with respect to the results from its phase 3 LUNAR clinical trial.

On March 18, 2025, the court granted the Company's motion to dismiss the complaint.

The Plaintiffs have until May 8, 2025 to appeal the court's ruling.

The Company believes that the action is without merit and plans to defend the lawsuit vigorously.

As of September 30, 2024, the Company has not accrued any amounts in respect of this claim, as it believes liability is not probable and the amount of any potential liability cannot be reasonably estimated.

As of March 31, 2025, the Company has not accrued any amounts in respect of this claim, as it believes liability is not probable and the amount of any potential liability cannot be reasonably estimated.

LONG-TERM DEBT, NET

2 unchanged sentences

The Notes mature on November 1, 2025, unless earlier repurchased, redeemed or converted as set forth in the Notes.

As of September 30, 2024, the conditions allowing holders of the Notes to convert were not met.

As of March 31, 2025, the conditions allowing holders of the Notes to convert were not met.

In June 2024 the Company redeemed $ 14,055 of Notes in consideration of $ 12,913 .

The gain from redemption was reported as finance income in accordance with ASC 470 "Debt with Conversion and Other Options".

The net carrying amount of the liability of the Notes as of September 30, 2024 and December 31, 2023 are as follows:

September 30,

The net carrying amount of the liability of the Notes as of March 31, 2025 and December 31, 2024 are as follows:

2025 December 31,

7 unchanged sentences

$ 558,970 $ 558,160

Long-term liability

$ — $ 568,822

(1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820.

The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2024 and December 31, 2023 were $ 523,068 and $ 515,962 , respectively.

The estimated fair value of the net carrying amount of liability component of the Notes as of March 31, 2025 and December 31, 2024 were $ 536,002 and $ 526,434 , respectively.

The net carrying amount of the liability is represented by the principal amount of the Notes, less total issuance costs plus any amortization of issuance costs.

5 unchanged sentences

Finance expense related to the Notes was as follows:

Three months ended September 30, Nine months ended September 30, Year ended December 31,

2024 2023 2024 2023

Unaudited Unaudited Audited

Three months ended March 31, Year ended December 31,

Unaudited Audited

Gain from redemption of Notes

23 unchanged sentences

The Loan Agreement contains a financial covenant only if the Tranche C Loan and/or Tranche D Loan are funded, in which case the Company is required to maintain at least Trailing Four Quarters of Net Revenue of at least $ 500.0 million, calculated on a trailing twelve-month basis as of the end of each fiscal quarter, beginning with the first quarter of 2027 based on year-end 2026 audited financial statements.

As of September 30, 2024 the Company had borrowed the Tranche A Loan in the principal amount of $ 100,000 .

September 30,

As of March 31, 2025 the Company had borrowed the Tranche A Loan in the principal amount of $ 100,000 .

2025 December 31,

5 unchanged sentences

(1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820.

The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2024 and December 31, 2023 were $ 115,011 and $ 0 , respectively.

The estimated fair value of the net carrying amount of liability component of the Notes as of March 31, 2025 and December 31, 2024 were $ 109,296 and $ 112,836 , respectively.

The net carrying amount of the liability is represented by the principal amount of the Notes, less total issuance costs plus any amortization of issuance costs.

2 unchanged sentences

Finance expense related to the Facility was as follows:

Three months ended September 30, Nine months ended September 30, Year ended December 31,

2024 2023 2024 2023

Unaudited Unaudited Audited

Three months ended March 31, Year ended December 31,

Unaudited Audited

2,640 — 7,693

Amortization of debt issuance costs

187 — 227 — —

Total finance expense recognized

2 unchanged sentences

The Company’s net revenues by geographic region, based on the patient’s location are summarized as follows:

Three months ended September 30, Nine months ended September 30, Year ended December 31,

Three months ended March 31, Year ended December 31,

2025 2024 2024

11 unchanged sentences

The Company's net revenues by performance period are as follows:

Three months ended September 30, Nine months ended September 30, Year ended December 31,

Three months ended March 31, Year ended December 31,

2025 2024 2024

5 unchanged sentences

The following table provides information about trade receivables, unbilled receivables and contract liabilities from contracts with customers:

September 30,

2025 December 31,

3 unchanged sentences

Deferred revenues (short-term contract liabilities) $ ( 14,752 ) $ ( 14,225 )

During the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023 the Company recognized $ 16,224 , $ 18,028 and $ 18,028 , respectively, which were included in the deferred revenues (short-term contract liability) balance at January 1, 2024 and 2023.

During the three months ended March 31, 2025 and 2024 and the year ended December 31, 2024 the Company recognized $ 14,225 , $ 16,224 and $ 16,224 , respectively, which were included in the deferred revenues (short-term contract liability) balance at January 1, 2025 and 2024.

SHARE OPTION PLANS AND ESPP

In September 2015, the Company adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”).

Under the 2015 Plan, the Company can issue various types of equity compensation awards such as share options, restricted

shares, performance shares, restricted share units (“RSUs”), performance-based share units (“PSUs”), long-term cash awards and other share-based awards.

Options granted under the 2015 Plan generally have a two-year or four-year vesting period and expire ten years after the date of grant.

Options granted under the 2015 Plan that are canceled or forfeited before expiration become available for future grants.

RSUs granted under the 2015 Plan generally vest over a three-year period.

PSUs granted under the 2015 Plan generally vest between a three - and six-year period as performance targets are attained.

RSUs and PSUs granted under the 2015 Plan that are canceled before expiration become available for future grants.

As of September 30, 2024, no ordinary shares were available for grant under the 2015 Plan (see below).

In April 2024, the Company adopted the 2024 Omnibus Incentive Plan (the "2024 Plan"), which replaced the 2015 Plan, effective June 5, 2024 (the "Effective Date") following approval from the Company's shareholders.

In April 2024, the Company adopted the 2024 Omnibus Incentive Plan (the "2024 Plan"), which replaced the 2015 Omnibus Incentive Plan (the "2015 Plan"), effective June 5, 2024 (the "Effective Date") following approval from the

Company's shareholders.

Under the 2024 Plan, the Company can issue various types of equity compensation awards such as share options, restricted shares, performance shares, restricted share units (“RSUs”), performance-based share units (“PSUs”), long-term cash awards and other share-based awards.

5 unchanged sentences

RSUs and PSUs granted under the 2015 Plan and 2024 Plan that are canceled before expiration become available for future grants under the 2024 Plan.

As of September 30, 2024, 9,581,731 ordinary shares were available for grant under the 2024 Plan.

A summary of the status of the Company’s option plans as of September 30, 2024 and changes during the period then ended is presented below:

Nine months ended September 30, 2024

As of March 31, 2025, 5,588,133 ordinary shares were available for grant under the 2024 Plan.

A summary of the status of the Company’s option plans as of March 31, 2025 and changes during the period then ended is presented below:

Three months ended March 31, 2025

of options Weighted

3 unchanged sentences

Forfeited and canceled ( 171,758 ) 40.16

Outstanding as of September 30, 2024 11,432,755 $ 31.92

Outstanding as of March 31, 2025 11,590,185 $ 30.86

Exercisable options 7,376,472 $ 35.29

A summary of the status of the Company’s RSUs and PSUs as of September 30, 2024 and changes during the period then ended is presented below.

Nine months ended September 30, 2024

A summary of the status of the Company’s RSUs and PSUs as of March 31, 2025 and changes during the period then ended is presented below.

Three months ended March 31, 2025

of RSU/PSUs Weighted

4 unchanged sentences

Forfeited and cancelled ( 447,281 ) 49.37

Unvested as of September 30, 2024 (1) 13,353,625 29.33

(1) Includes PSUs that have a mix of service, market and other milestone performance vesting conditions which are vested upon achievements of performance milestones that are not probable as of September 30, 2024, in accordance with ASC 718 "Compensation — Stock Compensation" as follows:

September 30, 2024

Unvested as of March 31, 2025 (1) 13,908,763 24.32

(1) Includes PSUs that have a mix of service, market and other milestone performance vesting conditions which are vested upon achievements of performance milestones that are not probable as of March 31, 2025, in accordance with ASC 718 "Compensation — Stock Compensation" as follows:

March 31, 2025

PSUs Fair value at grant date per PSU Total fair value at grant date

5 unchanged sentences

2,874,391 $ 83,414

3,694,807 $ 172,445

These PSUs will be expensed over the performance period when the vesting conditions become probable in accordance with ASC 718.

1 unchanged sentence

In the United States, the ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code and the provisions of the ESPP are construed in a manner consistent with the requirements of such section.

As of September 30, 2024, 5,557,123 ordinary shares were available to be purchased by eligible employees under the ESPP.

As of March 31, 2025, 6,507,843 ordinary shares were available to be purchased by eligible employees under the ESPP.

The fair value of share-based awards was estimated using the Black-Scholes model for all equity grants.

1 unchanged sentence

The Company assessed fair value using the following underlying assumptions:

Nine months ended September 30, Year ended December 31,

Three months ended March 31, Year ended December 31,

Unaudited Audited

4 unchanged sentences

3.88 %- 4.43 %

3.48 %- 4.79 %

Dividend yield 0.00 % 0.00 % 0.00 %

2 unchanged sentences

Risk-free interest rate 4.16 % 5.13 % 5.13 %- 5.23 %

4.76 %- 5.38 %

Dividend yield 0.00 % 0.00 % 0.00 %

The total non-cash share-based compensation expense related to all of the Company’s equity-based awards recognized for the three and nine months ended September 30, 2024 and 2023, and the year ended December 31, 2023 was:

Three months ended September 30, Nine months ended September 30, Year ended December 31,

2024 2023 2024 2023

Unaudited Unaudited Audited

The total non-cash share-based compensation expense related to all of the Company’s equity-based awards recognized for the three months ended March 31, 2025 and 2024, and the year ended December 31, 2024 was:

Three months ended March 31, Year ended December 31,

Unaudited Audited

Cost of revenues $ 1,102 $ 1,747 $ 6,873

7 unchanged sentences

The following table sets forth the computation of the Company’s basic and diluted net income (loss) per ordinary share:

Three months ended September 30, Nine months ended September 30, Year ended December 31,

2024 2023 2024 2023

Unaudited Unaudited Audited

Three months ended March 31, Year ended December 31,

Unaudited Audited

Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share $ ( 34,319 ) $ ( 38,760 ) $ ( 168,627 )

10 unchanged sentences

The following table presents long-lived assets by location:

September 30,

2025 December 31,

5 unchanged sentences

Total long lived assets $ 145,024 $ 119,591

Restructuring

In November 2023, the Company announced a series of actions to strengthen and optimize its business operations to support near-term growth drivers and long-term value creation.

The plan included a reduction in headcount of approximately 200 employees or 13 % of the Company's then current workforce.

The Company incurred restructuring costs (including severance pay, garden leave payments, etc.) for the three and nine months ended September 30, 2024 and the year ended December 31, 2023, as follows:

Three months ended September 30, Nine months ended September 30, Year ended December 31,

2024 2023 2024 2023

Unaudited Unaudited Audited

Cost of revenues $ — $ — $ 52 $ — $ 262

Research, development and clinical studies — — 275 — 2,070

Sales and marketing — — 1,512 — 2,404

General and administrative — — 164 — 1,495

Total restructuring cost

$ — $ — $ 2,003 $ — $ 6,231

Restructuring costs paid during the period

$ — $ — $ 5,455 $ — $ 2,753

These restructuring costs were offset by accrual reversals for the three and nine months ended September 30, 2024 and the year ended December 31, 2023 in the amount of $ 0 , $ 369 and $ 3,041 , respectively, which relate to the terminated employees' exits from the Company’s cash incentive plans.

These restructuring costs were further offset by forfeited equity-based compensation expense reversals for the three and nine months ended September 30, 2024 and the year ended December 31, 2023 in the amount of $ 0 , $ 1,991 and $ 9,313 , respectively, which relate to the terminated employees' exits from the Company’s equity incentive plan.

SUBSEQUENT EVENT

On October 15, 2024, the Company issued a press release announcing that that the U.S.

Food and Drug Administration (FDA) has approved Optune Lua® for concurrent use with PD-1/PD-L1 inhibitors or docetaxel, for the treatment of adult patients with metastatic non-small cell lung cancer who have progressed on or after a platinum-based regimen.

As a result of this approval, the Company expects to expense approximately $ 33,157 related to the vesting of PSUs granted to an executive officer.

See Note 7 above.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements