What changed in this filing

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Item 1. Financial Statements

2025-07-24 compared with 2025-04-24 · 86 added, 57 removed, 392 unchanged (27% of the section changed)

46 unchanged sentences

issued and outstanding:

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

111,798,690 shares and 108,516,819 shares at June 30, 2025 (unaudited) and December 31, 2024, respectively

Additional paid-in capital 1,583,138 1,519,809

7 unchanged sentences

dollars in thousands (except share and per share data)

Three months ended March 31, Year ended December 31,

Three months ended June 30, Six months ended June 30, Year ended December 31,

2025 2024 2025 2024 2024

Unaudited Audited

Unaudited Unaudited Audited

Net revenues $ 158,805 $ 150,356 $ 313,799 $ 288,859 $ 605,220

16 unchanged sentences

dollars in thousands

Three months ended March 31, Year ended December 31,

Three months ended June 30, Six months ended June 30, Year ended December 31,

2025 2024 2025 2024 2024

Unaudited Audited

Unaudited Unaudited Audited

Net income (loss) $ ( 40,139 ) $ ( 33,375 ) $ ( 74,458 ) $ ( 72,135 ) $ ( 168,627 )

9 unchanged sentences

comprehensive

loss Retained earnings (accumulated

income (loss)

Retained earnings (accumulated

deficit) Total shareholders'

6 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 — 26,143 — — 26,143

Proceeds from issuance of shares 141,192 2,136 — — 2,136

Exercise of options and vested RSUs 174,898 251 — 251

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

— — ( 908 ) — ( 908 )

Net income (loss) — — — ( 40,139 ) ( 40,139 )

Balance as of June 30, 2025 (Unaudited) 111,798,690 $ 1,583,138 $ ( 5,109 ) $ ( 1,228,588 ) $ 349,441

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 — 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

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

2 unchanged sentences

dollars in thousands

Three months ended March 31, Year ended December 31,

Three months ended June 30, Six months ended June 30, Year ended December 31,

2025 2024 2025 2024 2024

Unaudited Audited

Unaudited Unaudited Audited

Cash flows from operating activities:

22 unchanged sentences

Proceeds from senior secured credit facility, net

— 96,922 — 96,922 96,922

Repayment and redemption of long-term debt

5 unchanged sentences

Cash, cash equivalents and restricted cash at the beginning of the period 129,431 457,363 166,094 242,564 242,564

NOVOCURE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

dollars in thousands

Cash, cash equivalents and restricted cash at the end of the period $ 152,133 $ 168,443 $ 152,133 $ 168,443 $ 166,094

6 unchanged sentences

Restricted cash 2,509 3,647 2,509 3,647 2,327

NOVOCURE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

dollars in thousands

Total cash, cash equivalents and restricted cash $ 152,133 $ 168,443 $ 152,133 $ 168,443 $ 166,094

40 unchanged sentences

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

March 31, 2025

As of June 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents and short-term investments were composed of:

June 30, 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 March 31, 2025 and December 31, 2024, all investments mature in one year or less.

As of June 30, 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 March 31, 2025 and December 31, 2024, the Company’s inventories were composed of:

As of June 30, 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 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.

As of June 30, 2025 and December 31, 2024, the Company pledged bank deposits of $ 5,100 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 $ 5,512 and $ 5,285 , respectively.

In addition, € 15,000 ($ 17,614 ) 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 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.

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

The complaint, later amended to add our former Chief Financial Officer and present Chief Executive 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 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.

The Plaintiffs did not appeal the court's ruling within the required timeframe and this matter is now closed.

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

As of June 30, 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 March 31, 2025 and December 31, 2024 are as follows:

The net carrying amount of the liability of the Notes as of June 30, 2025 and December 31, 2024 are as follows:

2025 December 31,

8 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 March 31, 2025 and December 31, 2024 were $ 536,002 and $ 526,434 , respectively.

The estimated fair value of the net carrying amount of liability component of the Notes as of June 30, 2025 and December 31, 2024 were $ 545,922 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 March 31, Year ended December 31,

Unaudited Audited

Three months ended June 30, Six months ended June 30, Year ended December 31,

2025 2024 2025 2024

Unaudited Unaudited Audited

Gain from redemption of Notes

9 unchanged sentences

The Loan Agreement provides for an initial term loan in the principal amount of $ 100.0 million (the "Tranche A Loan"), which was funded to the Borrower on May 1, 2024 (the "Tranche A Funding Date").

Under the Loan Agreement, the Borrower is required to draw $ 100.0 million on the Facility on or before June 30, 2025 (the "Tranche B Loan"), subject to customary conditions precedent as set forth in the Loan Agreement.

Not later than December 31, 2025, the Borrower has the option to draw an additional $ 100.0 million of the Facility (the "Tranche C Loan") if (i) (A) the Company has received positive results from its PANOVA-3 phase 3 clinical trial or (B) the Company's trailing net revenues for the most recently completed four quarters as reported by the Company in its financial statements filed with the U.S.

Under the Loan Agreement, the Borrower is required to give notice of its intent to draw $ 100.0 million on the Facility on or before June 30, 2025 (the "Tranche B Loan"), subject to customary conditions precedent as set forth in the Loan Agreement.

Not later than December 31, 2025, the Borrower has the option to give notice of its intent to draw an additional $ 100.0 million of the Facility (the "Tranche C Loan") if (i) (A) the Company has received positive results from its PANOVA-3 phase 3 clinical trial or (B) the Company's trailing net revenues for the most recently completed four quarters as reported by the Company in its financial statements filed with the U.S.

Securities and Exchange Commission ("Trailing Four Quarters of Net Revenue") are greater than $ 575.0 million and (ii) the Notes are extinguished in full and are no longer outstanding.

Not later than March 31, 2026, the Borrower has the option to draw an additional $ 100.0 million of the Facility (the "Tranche D Loan") if (i) the Company receives an approval or clearance from the U.S.

Food and Drug Administration for the Company's Tumor Treating Fields device for a pancreatic cancer indication or (ii) Trailing

Four Quarters of Net Revenue is greater than $ 625.0 million.

The obligations under the Loan Agreement are guaranteed by certain of the Company's subsidiaries and secured by a first lien on the Borrower's and certain of the Company's other subsidiaries’ assets.

Not later than March 31, 2026, the Borrower has the option to give notice of its intent to draw an additional $ 100.0 million of the Facility (the "Tranche D Loan") if (i) the Company receives an approval or clearance from the U.S.

Food and Drug Administration for the Company's Tumor Treating Fields device for a pancreatic cancer indication or (ii) Trailing Four Quarters of Net Revenue is greater than $ 625.0 million.

The closing date of each of the Tranche B Loan, Tranche C Loan and Tranche D Loan is ninety (90) days after the Company gives the respective notice of its intent to draw.

obligations under the Loan Agreement are guaranteed by certain of the Company's subsidiaries and secured by a first lien on the Borrower's and certain of the Company's other subsidiaries’ assets.

Outstanding term loans under the Loan Agreement will bear interest at an annual rate equal to 6.25 % plus the three-month SOFR (subject to a 3.25 % floor), payable quarterly in arrears and calculated on the basis of actual days elapsed in a 360-day year.

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

As of June 30, 2025 the Company had borrowed the Tranche A Loan in the principal amount of $ 100,000 and on that date gave its notice of intent to draw the Tranche B Loan, which will close on September 26, 2025.

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 March 31, 2025 and December 31, 2024 were $ 109,296 and $ 112,836 , respectively.

The estimated fair value of the net carrying amount of liability component of the Notes as of June 30, 2025 and December 31, 2024 were $ 108,346 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 March 31, Year ended December 31,

Unaudited Audited

Three months ended June 30, Six months ended June 30, Year ended December 31,

2025 2024 2025 2024

Unaudited Unaudited Audited

2,666 1,962 5,306 1,962 7,693

Amortization of debt issuance costs

159 40 309 40 378

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 March 31, Year ended December 31,

Three months ended June 30, Six months ended June 30, Year ended December 31,

2025 0 2024 2025 2024 2024

11 unchanged sentences

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

Three months ended March 31, Year ended December 31,

Three months ended June 30, Six months ended June 30, Year ended December 31,

2025 0 2024 2025 2024 2024

10 unchanged sentences

Deferred revenues (short-term contract liabilities) $ ( 15,354 ) $ ( 14,225 )

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.

During the six months ended June 30, 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

8 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 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

As of June 30, 2025, 5,718,009 ordinary shares were available for grant under the 2024 Plan.

A summary of the status of the Company’s option plans as of June 30, 2025 and changes during the period then ended is presented below:

Six months ended June 30, 2025

of options Weighted

3 unchanged sentences

Forfeited and canceled ( 387,966 ) 40.89

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

Outstanding as of June 30, 2025 11,506,714 $ 30.50

Exercisable options 7,362,522 $ 35.14

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

A summary of the status of the Company’s RSUs and PSUs as of June 30, 2025 and changes during the period then ended is presented below.

Six months ended June 30, 2025

of RSU/PSUs Weighted

4 unchanged sentences

Forfeited and cancelled ( 788,207 ) 39.11

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

Unvested as of June 30, 2025 (1) 13,668,405 24.02

(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 June 30, 2025, in accordance with ASC 718 "Compensation — Stock Compensation" as follows:

June 30, 2025

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

6 unchanged sentences

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

In September 2015, the Company adopted an employee share purchase plan (“ESPP”) to encourage and enable eligible employees to acquire ownership of the Company’s ordinary shares purchased through accumulated payroll deductions on an after-tax basis.

In February 2025, the Company adopted the 2025 Novocure Employee Share Purchase Plan ("ESPP"), effective June 4, 2025 (the "ESPP Effective Date"), following approval from the Company's shareholders.

The ESPP replaced the Company's expiring prior employee share purchase plan, which was adopted in 2015 (the "Prior ESPP").

The purpose of the ESPP is to encourage and enable eligible employees to acquire ownership of the Company’s ordinary shares purchased through accumulated payroll deductions on an after-tax basis.

The total number of shares of the Company’s ordinary shares that may be issued under the ESPP consists of 6,507,843 Ordinary Shares, less 141,192 Ordinary Shares which were issued on the last “Purchase Date” pursuant to the Prior ESPP, all of which were available under the Prior ESPP and which ceased to be available for future awards under the Prior ESPP as of the ESPP Effective Date.

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

As of June 30, 2025, 6,366,651 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:

Three months ended March 31, Year ended December 31,

Six months ended June 30, Year ended December 31,

Unaudited Audited

4 unchanged sentences

3.88 %- 4.43 %

Dividend yield 0.00 % 0.00 % 0.00 %

3 unchanged sentences

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 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

The total non-cash share-based compensation expense related to all of the Company’s equity-based awards recognized for the three and six months ended June 30, 2025 and 2024, and the year ended December 31, 2024 was:

Three months ended June 30, Six months ended June 30, Year ended December 31,

2025 2024 2025 2024

Unaudited Unaudited Audited

Cost of revenues $ 973 $ 1,698 $ 2,075 $ 3,446 $ 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 March 31, Year ended December 31,

Unaudited Audited

Three months ended June 30, Six months ended June 30, Year ended December 31,

2025 2024 2025 2024

Unaudited Unaudited Audited

Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share $ ( 40,139 ) $ ( 33,375 ) $ ( 74,458 ) $ ( 72,135 ) $ ( 168,627 )

13 unchanged sentences

United States $ 65,578 $ 62,897

Israel 15,350 16,120

Switzerland 49,552 27,014

Israel 14,924 16,120

Others 16,959 13,560

Total long lived assets $ 147,013 $ 119,591

SUBSEQUENT EVENT

In July 2025, the United States tax code was amended, including significant changes primarily focused on the permanent extension of certain business and international tax provisions enacted as part of the 2017 Tax Cuts and Jobs Act.

Except for certain provisions, the amendments are effective for tax years beginning on or after January 1, 2025 and include, among other things:

(i) bonus depreciation that will allow for full expensing of qualified property;

and (ii) immediate deductibility of domestic research or experimental expenditures.

The Company is evaluating the impact of the tax law changes and currently estimates a decrease in tax expense of approximately $ 1.7 million related to the six months ended June 30, 2025.

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