What changed in this filing

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Item 1. Financial Statements

2025-10-30 compared with 2025-07-24 · 72 added, 54 removed, 424 unchanged (23% 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

20 unchanged sentences

issued and outstanding:

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

111,979,981 shares and 108,516,819 shares at September 30, 2025 (unaudited) and December 31, 2024, respectively

Additional paid-in capital 1,612,997 1,519,809

7 unchanged sentences

dollars in thousands (except share and per share data)

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

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

2025 2024 2025 2024 2024

18 unchanged sentences

dollars in thousands

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

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

2025 2024 2025 2024 2024

28 unchanged sentences

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

Share-based compensation to employees — 29,321 — — 29,321

Exercise of options and vested RSUs 181,291 538 — — 538

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

— — ( 697 ) — ( 697 )

Net income (loss) — — — ( 37,270 ) ( 37,270 )

Balance as of September 30, 2025 (Unaudited) 111,979,981 $ 1,612,997 $ ( 5,806 ) $ ( 1,265,858 ) $ 341,333

Ordinary shares Additional

17 unchanged sentences

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

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

2 unchanged sentences

dollars in thousands

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

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

2025 2024 2025 2024 2024

83 unchanged sentences

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

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods

within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the timing of adoption and impact of this amendment on its consolidated financial statements and related disclosures.

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

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

June 30, 2025

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

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

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

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

September 30,

2025 December 31,

9 unchanged sentences

Pledged deposits and bank guarantees.

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.

As of September 30, 2025 and December 31, 2024, the Company pledged bank deposits of $ 5,098 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 $ 5,524 and $ 5,285 , respectively.

In addition, € 15,000 ($ 17,605 ) 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 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 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 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 June 30, 2025 and December 31, 2024 are as follows:

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

September 30,

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 June 30, 2025 and December 31, 2024 were $ 545,922 and $ 526,434 , respectively.

The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2025 and December 31, 2024 were $ 556,179 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 June 30, Six months ended June 30, Year ended December 31,

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

2025 2024 2025 2024

8 unchanged sentences

On May 1, 2024 Novocure Luxembourg S.a.r.l.

("Borrower"), a wholly-owned subsidiary of the Company, entered into a new five-year senior secured credit facility of up to $ 400.0 million (the "Facility") with BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP (collectively, the "Lenders"), BioPharma Credit PLC, as collateral agent for the Lenders, and the guarantors party to such agreement (the "Loan Agreement").

("Borrower"), a wholly-owned subsidiary of the Company, entered into a new five-year senior secured credit facility of up to $ 400,000 (the "Facility") with BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP (collectively, the "Lenders"), BioPharma Credit PLC, as collateral agent for the Lenders, and the guarantors party to such agreement (the "Loan Agreement").

The Facility may be drawn in up to four drawings.

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 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 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.

The Loan Agreement provides for an initial term loan in the principal amount of $ 100,000 (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 give notice of its intent to draw $ 100,000 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 $ 100,000 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 $ 575,000 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 give notice of its intent to draw an additional $ 100,000 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 $ 625,000 .

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.

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.

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.

4 unchanged sentences

Make-whole and prepayment premiums are due and payable for the Tranche B Loans for any voluntary prepayment of the term loans outstanding, upon a change-in-control (as defined in the Loan Agreement), and upon any acceleration of the maturity date, in each case regardless of whether the Tranche B Loan is drawn.

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 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.

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 $ 500,000 , 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.

The draw of the Tranche B Loan closed on September 26, 2025.

As of September 30, 2025 the Company had borrowed the Tranche A Loan and the Tranche B Loans in the aggregate principal amount of $ 200,000 .

September 30,

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 June 30, 2025 and December 31, 2024 were $ 108,346 and $ 112,836 , respectively.

The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2025 and December 31, 2024 were $ 213,649 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 June 30, Six months ended June 30, Year ended December 31,

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

2025 2024 2025 2024

7 unchanged sentences

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

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

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

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

2025 0 2024 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) $ ( 15,700 ) $ ( 14,225 )

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.

During the nine months ended September 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 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

As of September 30, 2025, 6,111,636 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, 2025 and changes during the period then ended is presented below:

Nine months ended September 30, 2025

of options Weighted

3 unchanged sentences

Forfeited and canceled ( 843,581 ) 45.34

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

Outstanding as of September 30, 2025 10,994,102 $ 29.84

Exercisable options 6,997,079 $ 34.38

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

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

Nine months ended September 30, 2025

of RSU/PSUs Weighted

4 unchanged sentences

Forfeited and cancelled ( 1,005,508 ) 34.56

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

Unvested as of September 30, 2025 (1) 13,606,099 23.77

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

September 30, 2025

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

11 unchanged sentences

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 June 30, 2025, 6,366,651 ordinary shares were available to be purchased by eligible employees under the ESPP.

As of September 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:

Six months ended June 30, Year ended December 31,

Nine months ended September 30, Year ended December 31,

Unaudited Audited

9 unchanged sentences

Risk-free interest rate 4.16 %- 4.20 %

5.13 %- 5.23 %

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 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,

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, 2025 and 2024, and the year ended December 31, 2024 was:

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

2025 2024 2025 2024

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

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

2025 2024 2025 2024

12 unchanged sentences

The following table presents long-lived assets by location:

September 30,

2025 December 31,

5 unchanged sentences

Total long lived assets $ 148,927 $ 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