What changed in this filing

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Item 1. Financial Statements

2026-07-23 compared with 2026-04-30 · 74 added, 52 removed, 375 unchanged (25% of the section changed)

43 unchanged sentences

issued and outstanding:

115,820,940 shares and 112,492,667 shares at March 31, 2026 (unaudited) and December 31, 2025, respectively

116,442,465 shares and 112,492,667 shares at June 30, 2026 (unaudited) and December 31, 2025, respectively

Additional paid-in capital 1,718,667 1,634,264

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,

2026 2025 2026 2025 2025

Unaudited Audited

Unaudited Unaudited Audited

Net revenues $ 183,584 $ 158,805 $ 357,639 $ 313,799 $ 655,353

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,

2026 2025 2026 2025 2025

Unaudited Audited

Unaudited Unaudited Audited

Net income (loss) $ ( 15,658 ) $ ( 40,139 ) $ ( 86,796 ) $ ( 74,458 ) $ ( 136,227 )

20 unchanged sentences

Balance as of March 31, 2026 (Unaudited) 115,820,940 $ 1,697,107 $ ( 4,895 ) $ ( 1,361,495 ) $ 330,717

Share-based compensation to employees — 17,012 — — 17,012

Proceeds from issuance of shares 187,717 2,093 — — 2,093

Exercise of options and vested RSUs 433,808 2,455 — 2,455

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

— — 1,473 — 1,473

Net income (loss) — — — ( 15,658 ) ( 15,658 )

Balance as of June 30, 2026 (Unaudited) 116,442,465 $ 1,718,667 $ ( 3,422 ) $ ( 1,377,153 ) $ 338,092

Ordinary shares Additional

10 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

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,

2026 2025 2026 2025 2025

Unaudited Audited

Unaudited Unaudited Audited

Cash flows from operating activities:

22 unchanged sentences

Proceeds from senior secured credit facility, net

— — — — 99,979

Repayment and redemption of long-term debt

4 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash $ ( 8 ) $ 265 ( 138 ) 492 394

NOVOCURE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

dollars in thousands

Increase (decrease) in cash, cash equivalents and restricted cash 6,294 22,702 228 ( 13,961 ) ( 62,704 )

5 unchanged sentences

Interest paid $ 5,033 $ 2,674 $ 9,994 $ 5,319 $ 13,406

NOVOCURE LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

dollars in thousands

Reconciliation of cash, cash equivalents and restricted cash:

12 unchanged sentences

Organization .

NovoCure Limited (including its consolidated subsidiaries, the "Company") was incorporated in the Bailiwick of Jersey and is principally engaged in the development, manufacture and commercialization of Tumor Treating Fields ("TTFields") devices, including Optune Gio and Optune Lua (collectively, our "Products"), for the treatment of solid tumor cancers.

The Company markets Optune Gio and Optune Lua in multiple countries around the globe with the majority of revenues coming from the use of Optune Gio in the U.S., Germany, France and Japan.

NovoCure Limited (including its consolidated subsidiaries, the "Company") was incorporated in the Bailiwick of Jersey and is principally engaged in the development, manufacture and commercialization of Tumor Treating Fields ("TTFields") devices, including Optune Gio, Optune Pax and Optune Lua (collectively, our "Products"), for the treatment of solid tumor cancers.

The Company markets Optune Gio, Optune Pax and Optune Lua in multiple countries around the globe with the majority of revenues coming from the use of Optune Gio in the U.S., Germany, France and Japan.

The Company also has a License and Collaboration Agreement (the "Zai Agreement") with Zai Lab (Shanghai) Co., Ltd.

18 unchanged sentences

Recently adopted accounting pronouncements

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.

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

4 unchanged sentences

The Company adopted ASU 2025-05 on January 1, 2026, on a prospective basis, and elected the practical expedient provided by ASU 2025-05.

Under this expedient, the Company assumes that economic conditions as of the balance sheet date remain unchanged for the

remaining life of all current accounts receivable and current contract assets arising from transactions under ASC 606.

Under this expedient, the Company assumes that economic conditions as of the balance sheet date remain unchanged for the remaining life of all current accounts receivable and current contract assets arising from transactions under ASC 606.

The Company continues to estimate expected credit losses for non-current receivables and contract assets in accordance with ASC 326.

The adoption of ASU 2025-05 did not have any material impact on the consolidated financial statements.

Recently announced accounting pronouncements

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

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.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software.

8 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, 2026 and December 31, 2025, the Company’s cash and cash equivalents and short-term investments were composed of:

March 31, 2026

As of June 30, 2026 and December 31, 2025, the Company’s cash and cash equivalents and short-term investments were composed of:

June 30, 2026

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

21 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, 2026 and December 31, 2025, all investments mature in one year or less.

As of June 30, 2026 and December 31, 2025, all investments mature in one year or less.

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

The Company does not believe any remaining unrealized losses represent impairments based on the evaluation of available evidence.

The Company does not believe any remaining unrealized losses represent credit losses based on the evaluation of available evidence.

Inventories are stated at the lower of cost or net realizable value.

The weighted average methodology is applied to determine cost.

As of March 31, 2026 and December 31, 2025, the Company’s inventories were composed of:

As of June 30, 2026 and December 31, 2025, the Company’s inventories were composed of:

2026 December 31,

9 unchanged sentences

Pledged deposits and bank guarantees.

As of March 31, 2026 and December 31, 2025, the Company pledged bank deposits of $ 5,791 and $ 5,114 , 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 $ 6,233 and $ 5,554 , respectively.

As of June 30, 2026 and December 31, 2025, the Company pledged bank deposits of $ 5,586 and $ 5,114 , 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 $ 6,061 and $ 5,554 , respectively.

LONG-TERM DEBT, NET

7 unchanged sentences

In addition, not later than March 31, 2026, the Borrower had the option to draw an additional $ 100,000 of the Facility (the "Tranche D Loan").

As of March 31, 2026, the Company has borrowed the Tranche A Loan and the Tranche B Loan in the aggregate principal amount of $ 200,000 .

As of June 30, 2026, the Company has borrowed the Tranche A Loan and the Tranche B Loan in the aggregate principal amount of $ 200,000 .

The Company did not did not give notice of its intent to borrow the Tranche C Loan.

14 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, 2026 and December 31, 2025 were $ 209,613 and $ 215,538 , respectively.

The estimated fair value of the net carrying amount of liability component of the Notes as of June 30, 2026 and December 31, 2025 were $ 208,923 and $ 215,538 , 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.

The total issuance costs upon issuance of the Notes were $ 6,177 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes.

purposes of calculating the net carrying amount, the annual effective interest rate is assumed to be 11.6 % over the remaining contractual term of the Notes.

For purposes of calculating the net carrying amount, the annual effective interest rate is assumed to be 11.7 % over the remaining contractual term of the Notes.

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,

2026 2025 2026 2025 2025

Unaudited Unaudited Audited

5,026 2,666 9,982 5,306 13,374

Amortization of debt issuance costs

430 159 844 309 846

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 Year ended December 31,

2026 2025 2026 2025 2025

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,

2026 2025 2026 2025 2025

10 unchanged sentences

Deferred revenues (short-term contract liabilities) $ ( 16,866 ) $ ( 15,948 )

During the three months ended March 31, 2026 and 2025 and the year ended December 31, 2025 the Company recognized $ 15,948 , $ 14,225 and $ 14,225 , respectively, which were included in the deferred revenues (short-term contract liability) balance at January 1, 2026 and 2025.

During the six months ended June 30, 2026 and 2025 and the year ended December 31, 2025 the Company recognized $ 15,948 , $ 14,225 and $ 14,225 , respectively, which were included in the deferred revenues (short-term contract liability) balance at January 1, 2026 and 2025.

SHARE OPTION PLANS AND ESPP

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.

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 3, 2026, the 2024 Plan was amended following approval

from the Company's shareholders to add an additional 9,000,000 ordinary shares eligible for grant under the 2024 Plan.

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.

The total number of shares of the Company’s ordinary shares that may be granted under the 2024 Plan consists of (i) 17,566,982 ordinary shares plus (ii) the number of undelivered shares subject to outstanding awards under the 2015 Plan that become available for future awards under the 2024 Plan as provided for in the 2024 Plan.

3 unchanged sentences

PSUs granted under the 2024 Plan generally will vest between a three - and six-year period as performance targets are attained.

The 2024 Plan provides that all share-based awards have a minimum one-year vesting period from the date of grant, except for awards to non-employee directors that vest on the earlier of the first anniversary of the date of grant or the next annual general meeting of shareholders (not less than 50 weeks after grant), and other exceptions granted by the Compensation Committee of the Board of Directors, up to a maximum of five percent ( 5 %) of the available share pool.

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, 2026, 2,879,680 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, 2026 and changes during the period then ended is presented below:

Three months ended March 31, 2026

As of June 30, 2026, 13,142,164 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, 2026 and changes during the period then ended is presented below:

Six months ended June 30, 2026

of options Weighted

3 unchanged sentences

Forfeited and canceled ( 1,058,071 ) 25.77

Outstanding as of March 31, 2026 11,088,531 $ 29.08

Outstanding as of June 30, 2026 10,552,995 $ 29.14

Exercisable options 7,437,725 $ 33.95

A summary of the status of the Company’s RSUs and PSUs as of March 31, 2026 and changes during the period then ended is presented below.

Three months ended March 31, 2026

A summary of the status of the Company’s RSUs and PSUs as of June 30, 2026 and changes during the period then ended is presented below.

Six months ended June 30, 2026

of RSU/PSUs Weighted

6 unchanged sentences

Forfeited and cancelled ( 3,362,496 ) 36.64

Unvested as of March 31, 2026 (1) 12,627,867 16.13

(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, 2026, in accordance with ASC 718 "Compensation - Stock Compensation" as follows:

March 31, 2026

Unvested as of June 30, 2026 (1) 11,131,296 15.43

(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, 2026, in accordance with ASC 718 "Compensation - Stock Compensation" as follows:

June 30, 2026

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

10 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 March 31, 2026, 6,228,393 ordinary shares were available to be purchased by eligible employees under the ESPP.

As of June 30, 2026, 6,040,676 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

3 unchanged sentences

Risk-free interest rate 3.68 %- 4.13 %

4.01 %- 4.02 %

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, 2026 and 2025, and the year ended December 31, 2025 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, 2026 and 2025, and the year ended December 31, 2025 was:

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

2026 2025 2026 2025

Unaudited Unaudited Audited

Cost of revenues $ 537 $ 973 $ 1,136 $ 2,075 $ 3,627

11 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,

2026 2025 2026 2025

Unaudited Unaudited Audited

Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share $ ( 15,658 ) $ ( 40,139 ) $ ( 86,796 ) $ ( 74,458 ) $ ( 136,227 )

18 unchanged sentences

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