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    SEC Form 10-Q filed by NovoCure Limited

    10/30/25 7:00:11 AM ET
    $NVCR
    Medical/Dental Instruments
    Health Care
    Get the next $NVCR alert in real time by email
    nvcr-20250930
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    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    _______________________________________________________
    FORM 10-Q
    (Mark One)
    ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended September 30, 2025
    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 001-37565
    NovoCure Limited
    (Exact Name of Registrant as Specified in Its Charter)
    Jersey98-1057807
    (State or Other Jurisdiction of(I.R.S. Employer
    Incorporation or Organization)Identification No.)
    No. 4 The Forum
    Grenville Street
    St. Helier, Jersey JE2 4UF
    (Address of principal executive offices, including zip code)
    +44 (0) 15 3475 6700
    (Registrant’s Telephone Number, Including Area Code)
    Not Applicable
    (Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
    _______________________________________________________
    Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
    Title of each classTrading Symbol(s)Name of each exchange on which registered
    Ordinary Shares, no par valueNVCRThe Nasdaq Stock Market LLC
    Indicate by check mark whether the registrant (1) has 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 check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒.
    Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
    Class
    Outstanding as of October 24, 2025
    Ordinary shares, no par value 
    111,981,981 Shares




    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
    In addition to historical facts or statements of current condition, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements contained in this report are based on our current plans, expectations, hopes, beliefs, intentions or strategies concerning future developments and their impact on us. Forward-looking statements contained in this report constitute our expectations or forecasts of future events as of the date this report was filed with the Securities and Exchange Commission and are not statements of historical fact. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Such statements may include words such as "anticipate," "will," "estimate," "expect," "project," "intend," "should," "plan," "believe," "hope," and other words and terms of similar meaning in connection with any discussion of, among other things, future operating or financial performance, strategic initiatives and business strategies, regulatory or competitive environments, our intellectual property and research and development related to our Tumor Treating Fields ("TTFields") devices marketed under various brand names, including "Optune Gio," "Optune Lua," and software, tools and other items to support and optimize the delivery of TTFields therapy (collectively, the "Products"). In particular, these forward-looking statements include, among others, statements about:
    •our research and development, clinical study and commercialization activities and projected expenditures;
    •the further commercialization of our Products for current and future indications;
    •our business strategies and the expansion of our sales and marketing efforts in the United States ("U.S.") and in other countries;
    •the market acceptance of our Products for current and future indications by patients, physicians, third-party payers and others in the healthcare and scientific community;
    •our plans to pursue the use of our Products for the treatment of indications other than glioblastoma ("GBM"), non-small cell lung cancer ("NSCLC") and malignant pleural mesothelioma ("MPM");
    •our estimates regarding revenues, expenses, capital requirements and needs for additional financing;
    •our ability to obtain regulatory approvals for the use of our Products in indications other than GBM, NSCLC and MPM;
    •our ability to acquire from third-party suppliers the supplies needed to manufacture our Products;
    •our ability to manufacture adequate supply of our Products;
    •our ability to secure and maintain adequate coverage from third-party payers to reimburse us for our Products for current and future indications;
    •our ability to receive payment from third-party payers for use of our Products for current and future indications;
    •our ability to maintain, develop, protect, defend or enforce our intellectual property position;
    •our ability to manage the risks associated with business disruptions caused by natural disasters, extreme weather events, pandemics such as COVID-19 (coronavirus), international conflict, a prolonged failure of U.S. lawmakers to agree on a budget or appropriation legislation to fund the federal government’s operations (also known as a government shutdown), which could have an adverse effect on regulatory agencies, such as the U.S. Food and Drug Administration (e.g. PMA processing) and Centers for Medicare & Medicaid Services (e.g. payment processing), to perform their duties the impact our operations and the financial markets’ and other businesses’ reactions to any such failure, or other disruptions outside of our control;
    •our cash needs; and
    •our prospects, financial condition and results of operations.
    These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors which may cause such differences to occur include those risks and uncertainties set forth under Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on February 27, 2025, as well as other risks and uncertainties set
    i


    forth from time to time in the reports we file with the Securities and Exchange Commission (the "SEC"). In our prior filings, references to Optune now refer to Optune Gio® and NovoTTF-100L refer to Optune Lua®. We do not intend to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
    TRADEMARKS
    This Quarterly Report on Form 10-Q includes trademarks of NovoCure Limited and other persons. All trademarks or trade names referred to herein are the property of their respective owners.
    ii

    Table of Contents


    Quarterly Report on Form 10-Q
    TABLE OF CONTENTS
    Page
    Cautionary Note Regarding Forward Looking Statements
    i
    Trademarks
    ii
     
    PART I—FINANCIAL INFORMATION
     
    Item 1.
    Financial Statements
    2
    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    19
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    30
    Item 4.
    Controls and Procedures
    30
     
    PART II—OTHER INFORMATION
     
    Item 1.
    Legal Proceedings
    31
    Item 1A.
    Risk Factors
    31
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    31
    Item 3.
    Defaults Upon Senior Securities
    31
    Item 4.
    Mine Safety Disclosures
    31
    Item 5.
    Other Information
    31
    Item 6.
    Exhibits
    32
     
     
    Signatures
    33

    1

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    PART I—FINANCIAL INFORMATION
    Item 1.  Financial Statements
    NOVOCURE LIMITED AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    U.S. dollars in thousands (except share data)
    September 30,
    2025
    December 31, 2024
    UnauditedAudited
    ASSETS
    CURRENT ASSETS:
    Cash and cash equivalents$342,119 $163,767 
    Short-term investments691,382 796,106 
    Restricted cash2,519 2,327 
    Trade receivables, net85,230 74,226 
    Receivables and prepaid expenses39,500 35,063 
    Inventories39,104 35,086 
    Total current assets1,199,854 1,106,575 
    LONG-TERM ASSETS:
    Property and equipment, net79,976 77,660 
    Field equipment, net20,549 14,811 
    Right-of-use assets48,402 27,120 
    Other long-term assets12,413 14,618 
    Total long-term assets161,340 134,209 
    TOTAL ASSETS$1,361,194 $1,240,784 
    The accompanying notes are an integral part of these unaudited consolidated financial statements.
    2

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    NOVOCURE LIMITED AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    U.S. dollars in thousands (except share data)
    September 30,
    2025
    December 31, 2024
    UnauditedAudited
    LIABILITIES AND SHAREHOLDERS' EQUITY
    CURRENT LIABILITIES:
    Convertible note
    $560,620 $558,160 
    Trade payables118,922 105,086 
    Other payables, lease liabilities and accrued expenses96,464 93,130 
    Total current liabilities776,006 756,376 
    LONG-TERM LIABILITIES:
    Senior secured credit facility, net
    194,639 97,300 
    Long-term leases42,682 19,971 
    Employee benefit liabilities6,515 6,940 
    Other long-term liabilities19 18 
    Total long-term liabilities243,855 124,229 
    TOTAL LIABILITIES1,019,861 880,605 
    COMMITMENTS AND CONTINGENCIES
    SHAREHOLDERS' EQUITY:
    Share capital -
    Ordinary shares no par value, unlimited shares authorized; issued and outstanding:
    111,979,981 shares and 108,516,819 shares at September 30, 2025 (unaudited) and December 31, 2024, respectively
    — — 
    Additional paid-in capital1,612,997 1,519,809 
    Accumulated other comprehensive income (loss)(5,806)(5,500)
    Retained earnings (accumulated deficit)(1,265,858)(1,154,130)
    TOTAL SHAREHOLDERS' EQUITY341,333 360,179 
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$1,361,194 $1,240,784 
    The accompanying notes are an integral part of these unaudited consolidated financial statements.
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    NOVOCURE LIMITED AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    U.S. dollars in thousands (except share and per share data)
    Three months ended September 30,Nine months ended September 30,Year ended December 31,
    20252024202520242024
    UnauditedUnauditedAudited
    Net revenues$167,204 $155,095 $481,003 $443,954 $605,220 
    Cost of revenues44,729 35,372 124,722 103,715 137,181 
    Gross profit122,475 119,723 356,281 340,239 468,039 
    Operating costs and expenses:
    Research, development and clinical studies54,029 51,882 163,639 158,435 209,645 
    Sales and marketing58,546 59,830 171,404 171,652 239,063 
    General and administrative45,921 40,103 134,645 117,344 189,827 
    Total operating costs and expenses158,496 151,815 469,688 447,431 638,535 
    Operating income (loss)(36,021)(32,092)(113,407)(107,192)(170,496)
    Financial income (expenses), net5,999 10,507 18,111 31,236 39,334 
    Income (loss) before income tax(30,022)(21,585)(95,296)(75,956)(131,162)
    Income tax7,248 8,985 16,432 26,749 37,465 
    Net income (loss)$(37,270)$(30,570)$(111,728)$(102,705)$(168,627)
    Basic and diluted net income (loss) per ordinary share$(0.33)$(0.28)$(1.00)$(0.95)$(1.56)
    Weighted average number of ordinary shares used in computing basic and diluted net income (loss) per share111,908,252 108,247,716 111,259,532 107,679,501 107,834,368 
    The accompanying notes are an integral part of these unaudited consolidated financial statements.
    4

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    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
    U.S. dollars in thousands
    Three months ended September 30,Nine months ended September 30,Year ended December 31,
    20252024202520242024
    UnauditedUnauditedAudited
    Net income (loss)$(37,270)$(30,570)$(111,728)$(102,705)$(168,627)
    Other comprehensive income (loss), net of tax:
    Change in foreign currency translation adjustments(198)64 121 (161)(1,200)
    Pension benefit plan(499)(1,927)(427)252 1,169 
    Total comprehensive income (loss)$(37,967)$(32,433)$(112,034)$(102,614)$(168,658)

    NOVOCURE LIMITED AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
    U.S. dollars in thousands (except share data)
    Ordinary sharesAdditional
    paid-in
    capital
    Accumulated
    other
    comprehensive
    income (loss)
    Retained earnings (accumulated
    deficit)
    Total shareholders'
    equity
    Balance as of December 31, 2024 (audited)108,516,819 $1,519,809 $(5,500)$(1,154,130)$360,179 
    Share-based compensation to employees— 29,552 — — 29,552 
    Exercise of options and vested RSUs2,965,781 5,247 — — 5,247 
    Other comprehensive income (loss), net of tax benefit of $0
    — — 1,299 — 1,299 
    Net income (loss)— — — (34,319)(34,319)
    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 shares141,192 2,136 — — 2,136 
    Exercise of options and vested RSUs174,898 251 — 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 
    Share-based compensation to employees— 29,321 — — 29,321 
    Exercise of options and vested RSUs181,291 538 — — 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 



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    Ordinary sharesAdditional
    paid-in
    capital
    Accumulated
    other
    comprehensive
    loss
    Retained earnings (accumulated
    deficit)
    Total shareholders'
    equity
    Balance as of December 31, 2023 (audited)107,075,754 $1,353,468 $(5,469)$(985,503)$362,496 
    Share-based compensation to employees— 34,084 — — 34,084 
    Exercise of options and vested RSUs528,020 213 — — 213 
    Other comprehensive income (loss), net of tax benefit of $0
    — — 1,322 — 1,322 
    Net income (loss)— — — (38,760)(38,760)
    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 shares178,668 2,187 — — 2,187 
    Exercise of options and vested RSUs231,388 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 RSUs86,562 100 — — 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.
    6

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    NOVOCURE LIMITED AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    U.S. dollars in thousands
     Three months ended September 30,Nine months ended September 30,Year ended December 31,
    20252024202520242024
    UnauditedUnauditedAudited
    Cash flows from operating activities:
    Net income (loss)$(37,270)$(30,570)$(111,728)$(102,705)$(168,627)
    Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
    Depreciation and amortization3,663 2,458 10,432 8,131 11,235 
    Accrued Interest789 (1,213)4,436 60 (651)
    Asset write-downs and impairment of field equipment230 450 2,915 784 1,159 
    Share-based compensation29,321 31,364 85,016 97,278 160,035 
    Foreign currency remeasurement loss (gain)890 (503)2,212 763 (227)
    Decrease (increase) in accounts receivables and prepaid expenses
    3,577 5,411 (15,476)(8,983)(26,358)
    Amortization of discount (premium)(6,402)(6,737)(19,516)(18,972)(25,644)
    Decrease (increase) in inventories886 1,895 (3,684)(867)2,568 
    Decrease (increase) in other long-term assets2,490 1,906 6,480 7,969 7,395 
    Increase (decrease) in accounts payables and accrued expenses24,830 7,452 10,517 (1,245)19,106 
    Increase (decrease) in other long-term liabilities(2,430)(1,537)(2,631)(5,131)(6,360)
    Net cash provided by (used in) operating activities$20,574 $10,376 (31,027)(22,918)(26,369)
    Cash flows from investing activities:
    Purchase of property, equipment and field equipment$(5,655)$(10,683)(21,752)(33,913)(42,855)
    Proceeds from maturity of short-term investments185,000 190,000 725,000 608,000 778,000 
    Purchase of short-term investments(107,909)(169,124)(602,298)(692,118)(875,387)
    Net cash provided by (used in) investing activities$71,436 $10,193 100,950 (118,031)(140,242)
    Cash flows from financing activities:
    Proceeds from issuance of shares, net$— $— 2,136 2,187 4,150 
    Proceeds from senior secured credit facility, net
    99,979 — 99,979 96,922 96,922 
    Repayment and redemption of long-term debt
    — — — (12,913)(12,913)
    Exercise of options538 100 6,036 1,434 2,156 
    Net cash provided by (used in) financing activities$100,517 $100 108,151 87,630 90,315 
    Effect of exchange rate changes on cash, cash equivalents and restricted cash$(22)$87 470 (46)(174)
    Increase (decrease) in cash, cash equivalents and restricted cash192,505 20,756 178,544 (53,365)(76,470)
    Cash, cash equivalents and restricted cash at the beginning of the period152,133 168,443 166,094 242,564 242,564 
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    NOVOCURE LIMITED AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    U.S. dollars in thousands
    Cash, cash equivalents and restricted cash at the end of the period$344,638 $189,199 $344,638 $189,199 $166,094 
    Supplemental cash flow activities:
    Cash paid during the period for:
    Income taxes paid (refunded), net$3,430 $6,637 $22,239 $17,053 $23,463 
    Interest paid$2,843 $2,964 $8,162 $4,934 $7,714 
    Reconciliation of cash, cash equivalents and restricted cash:
    Cash and cash equivalents$342,119 $185,422 $342,119 $185,422 $163,767 
    Restricted cash2,519 3,777 2,519 3,777 2,327 
    Total cash, cash equivalents and restricted cash$344,638 $189,199 $344,638 $189,199 $166,094 
    Non-cash activities:
    Right-of-use assets obtained (disposed) in exchange for lease liabilities
    $2,678 $757 $27,788 $(610)$494 
    Purchase of property incurred but unpaid at period end $370 $201 $370 $201 $1,619 
    The accompanying notes are an integral part of these unaudited consolidated financial statements.
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    NOVOCURE LIMITED AND SUBSIDIARIES
    NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
    U.S. dollars in thousands (except share data)
    NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
    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. The Company also has a License and Collaboration Agreement (the "Zai Agreement") with Zai Lab (Shanghai) Co., Ltd. ("Zai") to market Optune in China, Hong Kong, Macau and Taiwan ("Greater China").
    Financial statement preparation. The accompanying unaudited consolidated financial statements include the accounts of the Company and intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation for the periods presented. The preparation of these unaudited consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in these unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. These unaudited consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 10-K") filed with the Securities and Exchange Commission on February 27, 2025.
    The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the 2024 10-K are applied consistently in these unaudited interim consolidated financial statements.
    Concentration Risks. The Company's cash, cash equivalents, short-term investments and trade receivables are potentially subject to a concentration of risk. Cash, cash equivalents and short-term investments are invested at top tier financial institutions globally and the total value invested at any one institution is limited pursuant to the Company's investment policy. These investments may be in excess of insured limitations or not insured in certain jurisdictions. Generally, these investments may be redeemed upon demand according to the terms of the securities.

    The Company's trade receivables are due from numerous governments and federal and state agencies that are paid from their respective budgets, and from hundreds of health insurance companies. The Company does not believe that there are significant default risks associated with these governments, agencies and health insurance companies based upon the Company's historical experience.

    The Company has no off-balance sheet concentrations of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
    Recently announced accounting pronouncements

    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. 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.
    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
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    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.
    NOTE 2: 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 September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents and short-term investments were composed of:
    September 30, 2025
    Unaudited
    Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
    Cash$14,780 $— $— $14,780 $14,780 $14,780 $— 
    Money market fundsLevel 1256,410 — — 256,410 256,410 256,410 — 
    Certificate of deposits and term depositsLevel 286,718 — — 86,718 86,718 31,034 55,684 
    HTM securities (1)
    U.S. Treasury billsLevel 1$119,302 $45 $— 119,347 119,302 $39,895 $79,407 
    Corporate debt securitiesLevel 2$556,291 $195 $(34)556,452 556,291 $— $556,291 
    $675,593 $240 $(34)$675,799 $675,593 $39,895 $635,698 
    Total$1,033,501 $240 $(34)$1,033,707 $1,033,501 $342,119 $691,382 

    December 31, 2024
    Audited
    Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
    Cash$11,848 $— $— $11,848 $11,848 $11,848 $— 
    Money market fundsLevel 1151,919 — — 151,919 151,919 151,919 — 
    Certificate of deposits and term depositsLevel 2170,120 — — 170,120 170,120 — 170,120 
    HTM securities (1)
    U.S. Treasury billsLevel 1$118,618 $93 $(1)118,710 118,618 $— $118,618 
    Government and governmental agenciesLevel 2$— $— $— — — $— $— 
    Corporate debt securitiesLevel 2$507,368 $920 $(119)508,169 507,368 $— $507,368 
    $625,986 $1,013 $(120)$626,879 $625,986 $— $625,986 
    Total$959,873 $1,013 $(120)$960,766 $959,873 $163,767 $796,106 
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    (1)    Changes in fair value of held-to-maturity ("HTM") securities are presented for disclosure purposes as required by ASC 320 "Investments — Debt Securities" and are recorded as finance expenses only if the unrealized loss is identified as a credit loss.
    (2)    Pursuant to a bank guaranty agreement, $17,605 of short-term investments are pledged. See Note 4.
    In accordance with ASC 820, "Fair Value Measurements and Disclosures," the Company measures its money market funds at fair value. The fair value of the money market funds and HTM securities, which is presented for disclosure purposes, is classified within Level 1 or Level 2. 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, 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. The Company does not believe any remaining unrealized losses represent impairments based on the evaluation of available evidence.

    NOTE 3: INVENTORIES
    Inventories are stated at the lower of cost or net realizable value. The weighted average methodology is applied to determine cost. As of September 30, 2025 and December 31, 2024, the Company’s inventories were composed of:
    September 30,
    2025
    December 31,
    2024
     UnauditedAudited
    Raw materials$4,598 $4,004 
    Work in progress4,805 7,969 
    Finished products29,701 23,113 
    Total$39,104 $35,086 

    NOTE 4: COMMITMENTS AND CONTINGENT LIABILITIES
    Operating Leases. The facilities of the Company are leased under various operating lease agreements for periods, including options for extensions, ending no later than 2044. The Company also leases motor vehicles under various operating leases, which expire on various dates, the latest of which is in 2028.
    Pledged deposits and bank guarantees. 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.
    NOTE 5: LONG-TERM DEBT, NET
    a.Convertible notes
    On November 5, 2020, the Company issued $575,000 aggregate principal amount of 0% Convertible Senior Notes due 2025 (the “Notes”).
    The Notes mature on November 1, 2025, unless earlier repurchased, redeemed or converted as set forth in the Notes.
    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".
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    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,
    2024
    UnauditedAudited
    Liability component, net:
    Principal amount$560,945 $560,945 
    Unamortized issuance costs (325)(2,785)
    Net carrying amount of liability component (1)$560,620 $558,160 
    Presented as:
    Short-term liability (2)
    $560,620 $558,160 
    (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, 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. The total issuance costs upon issuance of the Notes were $16,561 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. Interest expense is recognized at an annual effective interest rate of 0.59% over the contractual term of the Notes.
    (2) In January 2021, the Company elected to settle all conversions of Notes by a combination of cash and its ordinary shares and the cash portion per $1,000 principal amount of Notes for all conversion settlements shall be $1,000. Holders have the right to convert Notes beginning in August 2025. Since any conversion will result in the payment of cash as described above, the liability has been reclassified as current.
    Finance expense related to the Notes was as follows:
    Three months ended September 30,Nine months ended September 30,Year ended December 31,
    2024
    2025202420252024
    UnauditedUnauditedAudited
    Gain from redemption of Notes
    — — — (1,142)(1,142)
    Amortization of debt issuance costs
    830 825 2,460 2,566 3,393 
    Total finance expenses (income) recognized
    $830 $825 $2,460 $1,424 $2,251 
    b. Senior secured credit facility, net
    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 $400,000 (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 $100,000 (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
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    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. The Borrower must pay 2.5% of additional consideration on each principal draw, with payment for the Tranche A Loan and the Tranche B Loan paid on the Tranche A Funding Date, and payments for the Tranche C Loan and the Tranche D Loan on their respective funding dates. Principal under the Facility will be repaid in eight equal quarterly repayments commencing with the third quarter of 2027 and continuing each quarter thereafter, with the final payment of outstanding principal due on the fifth anniversary of the Tranche A Funding Date. Voluntary prepayment of all, but not less than all, of the term loans outstanding is permitted at any time, subject to make-whole and prepayment premiums as set forth in the Loan Agreement. Prepayment of all term loans outstanding, subject to make-whole and prepayment premiums, is due and payable upon a change-in-control as defined in the Loan Agreement. 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 $500,000, 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,
    2024
    UnauditedAudited
    Liability component, net:
    Principal amount$200,000 $100,000 
    Unamortized issuance costs (5,361)(2,700)
    Net carrying amount of liability component (1)$194,639 $97,300 
    (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, 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. The total issuance costs upon issuance of the Notes were $6,156 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. For purposes of calculating the net carrying amount, the annual effective interest rate is assumed to be 12.4% over the remaining contractual term of the Notes.
    Finance expense related to the Facility was as follows:
    Three months ended September 30,Nine months ended September 30,Year ended December 31,
    2024
    2025202420252024
    UnauditedUnauditedAudited
    Interest
    2,837 2,960 8,143 4,922 7,693 
    Amortization of debt issuance costs
    129 187 438 227 378 
    Total finance expense recognized
    $2,966 $3,147 $8,581 $5,149 $8,071 
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    NOTE 6: REVENUE RECOGNITION
    a.     Net revenues
    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,
     20250202420252024
    2024
    United States$96,609 $98,345 $284,024 $284,599 $391,801 
    International markets:
    Germany20,286 16,990 58,078 47,834 65,263 
    France 19,620 15,243 55,895 39,998 55,730 
    Japan9,385 8,581 27,578 24,062 32,569 
    Other international markets15,706 11,311 40,622 32,053 42,471 
    International markets - Total64,997 52,125 182,173 143,947 196,033 
    Greater China (1)
    5,598 4,625 14,806 15,408 17,386 
    Total net revenues$167,204 $155,095 $481,003 $443,954 $605,220 
    (1) For additional information, see Notes 12 and 13 to the Consolidated Financial Statements in the 2024 10-K.

    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,
     202502024202520242024
    Net revenues recognized in the reporting period from performance obligations satisfied in:
    Reporting period$157,509 $142,960 $461,641 $417,023 $568,819 
    Previous periods9,695 12,135 19,362 26,931 36,401 
    Total net revenues$167,204 $155,095 $481,003 $443,954 $605,220 
    b.     Contract balances
    The following table provides information about trade receivables, unbilled receivables and contract liabilities from contracts with customers:
    September 30,
    2025
    December 31,
    2024
     UnauditedAudited
    Trade receivables$77,984 $68,501 
    Unbilled receivables$7,246 $5,725 
    Deferred revenues (short-term contract liabilities)$(15,700)$(14,225)
    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.

    NOTE 7: 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
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    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. The total number of shares of the Company’s ordinary shares that may be granted under the 2024 Plan consists of (i) up to 9,000,000 ordinary shares (reduced by 433,018 shares subject to awards granted under the 2015 Plan after April 2, 2024), all of which were available under the 2015 Plan and which ceased to be available for future awards under the 2015 Plan as of the Effective Date and (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.
    Options granted under the 2024 Plan generally will have a two-year or four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan and 2024 Plan that are canceled or forfeited before expiration become available for future grants under the 2024 Plan. RSUs granted under the 2024 Plan generally will vest over a three-year period. PSUs granted under the 2024 Plan generally will vest between a three - and six-year period as performance targets are attained. 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, 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
    Unaudited
    Number
    of options
    Weighted
    average
    exercise
    price
    Outstanding at beginning of year11,315,468 $31.41 
    Granted944,888 17.96 
    Exercised(422,673)14.28 
    Forfeited and canceled(843,581)45.34 
    Outstanding as of September 30, 202510,994,102 $29.84 
    Exercisable options6,997,079 $34.38 
    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
    Unaudited
    Number
    of RSU/PSUs
    Weighted
    average
    grant date fair value
    Unvested at beginning of year12,066,515 $27.19 
    Granted5,444,389 18.62 
    Vested(2,899,297)24.59 
    Forfeited and cancelled(1,005,508)34.56 
    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:
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     September 30, 2025
    Number of
    PSUs
    Fair value at grant date per PSUTotal fair value at grant date
    704,493 $16.30 $11,483 
    907,280 18.19 16,503 
    21,653 19.44 421 
    901,284 48.16 43,406 
    73,186 76.97 5,633 
    2,607,896 $77,446 
    These PSUs will be expensed over the performance period when the vesting conditions become probable in accordance with ASC 718.
    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 6,366,651 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 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. For market condition awards, the Company also applied the Monte-Carlo simulation model. The Company assessed fair value using the following underlying assumptions: 
    Nine months ended September 30,Year ended December 31,
    2024
    20252024
    UnauditedAudited
    Stock Option Plans
    Expected term (years)
    5.50-5.79
    5.50-5.73
    5.50-5.73
    Expected volatility
    75%-77%
    71%-73%
    71%-73%
    Risk-free interest rate
    4.01%-4.02%
    3.88%-4.43%
    3.88%-4.43%
    Dividend yield0.00 %0.00 %0.00 %
    ESPP
    Expected term (years)0.500.500.50
    Expected volatility
    56%-89%
    73%-90%
    73%-90%
    Risk-free interest rate
    4.16%-4.20%
    5.13%-5.23%
    5.13%-5.23%
    Dividend yield0.00 %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, 2025 and 2024, and the year ended December 31, 2024 was:
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    Three months ended September 30,Nine months ended September 30,Year ended December 31,
    2024
    2025202420252024
    UnauditedUnauditedAudited
    Cost of revenues$929 $1,834 $3,004 $5,280 $6,873 
    Research, development and clinical studies6,166 7,294 18,154 25,421 32,716 
    Sales and marketing7,663 10,276 21,538 31,220 43,097 
    General and administrative14,563 11,960 42,320 35,357 77,349 
    Total share-based compensation expense$29,321 $31,364 $85,016 $97,278 $160,035 


    NOTE 8: Basic and diluted net income (loss) per ordinary share
    Basic net income (loss) per share is computed based on the weighted average number of ordinary shares outstanding during each period. Diluted net income per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus potential dilutive shares (deriving from options, RSUs, PSUs, Notes and the ESPP) considered outstanding during the period, in accordance with ASC 260-10 "Earnings Per Share", as determined under the treasury stock or if-converted method, as applicable.
    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
     2025202420252024
    UnauditedUnauditedAudited
    Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share$(37,270)$(30,570)$(111,728)$(102,705)$(168,627)
    Weighted average number of ordinary shares used in computing diluted net income (loss) per share111,908,252 108,247,716 111,259,532 107,679,501 107,834,368 
    Potentially anti-dilutive shares that were excluded from the computation of basic net income (loss) per share:
    Options9,522,315 9,887,237 8,968,363 9,392,376 9,558,506 
    RSUs and PSUs
    4,995,367 4,651,689 4,828,118 3,880,895 4,560,415 
    ESPP91,218 79,887 185,346 198,999 222,451 
    Weighted anti-dilutive shares outstanding which were not included in the diluted calculation14,608,900 14,618,813 13,981,827 13,472,270 14,341,372 
    Basic and diluted net income (loss) per ordinary share$(0.33)$(0.28)$(1.00)$(0.95)$(1.56)

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    NOTE 9: SUPPLEMENTAL INFORMATION
    The Company operates in a single reportable segment.
    The following table presents long-lived assets by location:
    September 30,
    2025
    December 31,
    2024
     UnauditedAudited
    United States$65,593 $62,897 
    Switzerland49,895 27,014 
    Israel14,363 16,120 
    Others19,076 13,560 
    Total long lived assets$148,927 $119,591 

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    Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
    Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations. We encourage you to read this MD&A in conjunction with our unaudited consolidated financial statements and the notes thereto for the period ended September 30, 2025 included in Part I, Item 1 of this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Please refer to the information under the heading “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this report. References to the words “we,” “our,” “us,” and the “Company” in this report refer to NovoCure Limited, including its consolidated subsidiaries.
    Critical Accounting Policies and Estimates
    In accordance with U.S. generally accepted accounting principles (“GAAP”), in preparing our financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. We develop and periodically change these estimates and assumptions based on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates.
    The critical accounting policies requiring estimates, assumptions and judgments that we believe have the most significant impact on our consolidated financial statements can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 10-K"). For additional information, see Note 1 to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report. There were no other material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our 2024 10-K.
    Overview
    We are a global oncology company with a proprietary platform technology called Tumor Treating Fields ("TTFields"), which are electric fields that exert physical forces to kill cancer cells via a variety of mechanisms. Our key priorities are to drive commercial adoption of Optune Gio® and Optune Lua®, our commercial TTFields therapy devices, and to advance clinical and product development programs intended to extend overall survival in some of the most aggressive forms of cancer. Our therapy is delivered through a medical device and we continue to advance our Products with the intention to extend survival and maintain quality of life for patients.
    Optune Gio is approved by the U.S. Food and Drug Administration ("FDA") under the Premarket Approval ("PMA") pathway for the treatment of adult patients with newly diagnosed glioblastoma ("GBM") together with temozolomide, a chemotherapy drug, and for adult patients with GBM following confirmed recurrence after chemotherapy as monotherapy treatment. We also have a CE certificate to market Optune Gio for the treatment of GBM in the European Union ("EU"), as well as approval or local registration in the United Kingdom ("UK"), Japan, Canada and certain other countries.
    Optune Lua is approved by the FDA under the PMA pathway for the treatment of adult patients with metastatic non-small cell lung cancer ("NSCLC") concurrent with PD-1/PD-L1 inhibitors or docetaxel following progression on or after a platinum-based regimen. We also have a CE certificate to market Optune Lua concurrent with PD-1/PD-L1 inhibitors or docetaxel following progression on or after a platinum-based regimen for the treatment of metastatic NSCLC in the EU and have launched in Germany. In addition, we received regulatory approval for Optune Lua for the treatment of adult patients with unresectable advanced/recurrent NSCLC concurrent with PD-1/PD-L1 inhibitors following progression on or after a platinum-based regimen in Japan.
    Optune Lua is also approved by the FDA under the Humanitarian Device Exemption ("HDE") pathway for the treatment of adult patients with malignant pleural mesothelioma or pleural mesothelioma (together, "MPM") together with standard chemotherapies. We have also received CE certification in the EU and approval or local registration to market Optune Lua in certain other countries for the treatment of MPM.
    We market Optune Gio and Optune Lua in multiple countries around the globe with the majority of our revenues coming from the use of Optune Gio in the U.S., Germany, France and Japan. In August, we announced coverage of TTFields therapy for the treatment of patients with newly diagnosed GBM in Spain. We are actively evaluating opportunities to expand our international footprint.
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    We are actively pursuing coverage policies with payers to expand access to Optune Lua for patients with NSCLC and MPM and in the meantime we will bill and seek reimbursement from payers on an individual case basis, as applicable.
    In May, we presented positive results from the phase 3 PANOVA-3 clinical trial ("PANOVA-3") evaluating the use of TTFields therapy with gemcitabine and nab-paclitaxel ("GnP") for locally advanced, unresectable pancreatic adenocarcinoma at the 2025 American Society of Clinical Oncology Annual Meeting. Patients treated with TTFields therapy concomitantly with GnP exhibited a median overall survival of 16.2 months compared to 14.2 months in the control arm. Patients treated with TTFields therapy concomitantly with GnP also demonstrated greater median pain-free survival of 15.2 months compared to 9.1 months in the control arm. In July, we presented additional quality of life data at the 2025 European Society for Medical Oncology Gastrointestinal Cancers Congress. Patients treated with TTFields therapy concomitantly with GnP exhibited statistically significant improvements across numerous quality of life measures including, but not limited to, time to deterioration in global health status, delay in time to deterioration due to pain and delay in time to deterioration due to pancreatic pain. In May, the full results of the PANOVA-3 trial were published in the Journal of Clinical Oncology. In August, we filed a PMA application with the FDA seeking approval for the use of TTFields therapy together with GnP for the treatment of locally advanced, unresectable pancreatic cancer under the brand name Optune Pax®.
    In September, we presented final data from the Phase 3 METIS clinical trial evaluating the use of TTFields therapy and best supportive care for the treatment of adult patients (n=298) with 1-10 brain metastases from NSCLC following stereotactic radiosurgery ("METIS") at the 2025 American Society for Radiation Oncology Annual Meeting. The METIS trial met its primary endpoint, demonstrating a statistically significant improvement in time to intracranial progression for patients treated with TTFields therapy and supportive care compared to patients treated with supportive care alone. Patients treated with TTFields therapy and supportive care exhibited a risk reduction of 28% (HR 0.72, p=0.044), with median time to intracranial progression of 15.0 months compared to 7.5 months in patients treated with supportive care alone. Intracranial progression rates at months 2, 6, 12, and 24 were 13.6% vs 22.1% (p=0.034), 33.7% vs 46.4% (p=0.018), 46.9% vs 59.4% (p=0.023), and 53.6% vs. 65.2% (p=0.031; post hoc), respectively.
    Our modular PMA shell for the METIS application has been approved by the FDA and we have filed the first two of three modules under the brand name Optune Mya®. We have received questions from the FDA regarding our second module and are prepared to file the third and final module once those questions are resolved. We anticipate filing the third module before the end of 2025; however, we cannot assure that the FDA will accept the filing before the end of 2025.
    We believe the physical mechanisms of action behind TTFields therapy may be broadly applicable to solid tumor cancers. We have several ongoing clinical trials which further explore the use of TTFields therapy in these solid tumor cancers, including the Phase 3 TRIDENT and KEYNOTE D58 trials in GBM, the Phase 3 LUNAR-2 trial in NSCLC, and the Phase 2 PANOVA-4 trial in pancreatic cancer. We anticipate expanding our clinical pipeline over time to study the safety and efficacy of TTFields therapy for additional solid tumor indications and for use together with other cancer treatment modalities.
    In August, we terminated the Phase 2 LUNAR-4 trial. LUNAR-4 was a phase 2, single arm, open-label, multinational evaluating the use of TTFields concomitant with pembrolizumab for the treatment of metastatic NSCLC in patients previously treated with a PD-1/PD-L1 inhibitor and platinum-based chemotherapy. The availability of real-world evidence will enable Novocure to achieve the objectives of LUNAR-4 without the need for an interventional clinical study. This decision was not related to any safety concerns.
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    The table below presents the current status of the ongoing clinical trials in our pipeline and anticipated timing of data.
    Q3 2025 Pipeline v2.jpg
    We have several product development programs underway that are designed to optimize the delivery of TTFields to the target tumor and enhance patient ease of use. Our intellectual property portfolio contains hundreds of issued patents and numerous patent applications pending worldwide. We believe we possess global commercialization rights to our Products in oncology and are well-positioned to extend those rights into the future as we continue to find innovative ways to improve our Products.
    In 2018, we granted Zai Lab (Shanghai) Co., Ltd. ("Zai") a license to commercialize our Products in China, Hong Kong, Macau and Taiwan ("Greater China") under a License and Collaboration Agreement (the "Zai Agreement"). The Zai Agreement also establishes a development partnership intended to accelerate the development of TTFields therapy in multiple solid tumor cancer indications. For additional information, see Note 13 to the Consolidated Financial Statements.
    We view our operations and manage our business in one operating segment. For the three and nine months ended September 30, 2025, our net revenues were $167.2 million and $481.0 million. Our net loss for the three and nine months ended September 30, 2025 was $37.3 million and $111.7 million. As of September 30, 2025, we had an accumulated deficit of $1,265.9 million.
    Impact of Current Events
    Conflict in Israel
    Since October 2023, the State of Israel has been in a state of war. As of the date of this filing, we believe that there is no immediate risk to our business facilities or operations. Our supply chain teams have increased stock levels to mitigate distribution and service risks from our suppliers in Israel, some of whom are single-source suppliers. Pursuant to our policy to seek and maintain second-source suppliers wherever possible, we are in the process of obtaining second-source suppliers outside of Israel; however we can provide no assurance that we will secure or maintain such suppliers on a timely basis.
    Recent Changes to U.S. Tariff Rates
    Throughout 2025, the U.S. has increased tariff rates on imported goods from numerous countries. The manufacturing of our Products and associated accessories is fully outsourced to third parties across multiple countries. In recent years, in anticipation of active patient growth and new indication launches, we began onboarding additional suppliers and/or supply nodes to increase the resilience of our network. As an example, we are in the final steps of adding production capacity in Mexico and Ireland. This also helps us now to provide optionality around supply routes to optimize our cost structure, including the emerging tariff landscape. Our current analysis of the global tariff environment leads us to estimate that import duties related to these new tariff rates could increase by approximately $5 million in 2025.
    The global tariff environment is changing rapidly, and we cannot be assured that we will not ultimately be negatively impacted further by these changes.
    U.S. Government Shutdown
    As of the date of this report, the U.S. Congress has failed to agree on a budget or appropriation legislation to fund the federal government’s operations (also known as a government shutdown). As a result, federal agencies, including the FDA, have placed workers on furlough and scaled back their operations. It is possible that a prolonged shutdown will cause delays with respect to the FDA's review and approval of our Optune Pax and Optune Mya PMA applications, as well as with respect to reviews and other actions by the FDA and other federal agencies that impact our business. In addition to delays at the FDA, we could be impacted by delays in claims processing by the Centers for Medicare & Medicaid Services, which could delay our receipt of Medicare reimbursements.
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    Commentary on Results of Operations
    Net revenues. Our revenues are primarily derived from patients using our Products in our active markets. We charge for treatment with our Products on a monthly basis. Our potential net revenues per patient are determined by our ability to secure payment, the monthly fee we collect and the number of months that the patient remains on therapy. In the case of a new indication launch such as Optune Lua, it can take time for us to generate the claims history needed for a reasonable estimate of collections that will enable us to recognize revenues upon billing without waiting for a final collection of the claim. Until that time, our revenue from NSCLC claims will be recognized in the period of cash collection.
    We also recognize revenues pursuant to the Zai Agreement. For additional information regarding the Zai Agreement, see Note 13 to the annual Consolidated Financial Statements in our 2024 10-K.
    Cost of revenues. We contract with third parties to manufacture our Products. Our cost of revenues is primarily comprised of the following:

    •disposable arrays;
    •depreciation expense for the field equipment, including the electric field generator used by patients;
    •patient support and other personnel costs; and
    •overhead costs, such as facilities, freight and depreciation of property, plant and equipment associated with managing our inventory, warehousing and order fulfillment functions.
    Operating expenses. Our operating expenses consist of research, development and clinical studies, sales and marketing and general and administrative expenses. Personnel costs are a significant component for each category of operating expenses and consist of wages, benefits and bonuses. Personnel costs also include share-based compensation.
    Financial income (expenses), net. Financial income (expenses), net primarily consists of interest income from cash balances and short-term investments, credit facility interest expense and related debt issuance costs, and gains (losses) from foreign currency transactions. Our reporting currency is the U.S. dollar. We have historically held substantially all of our cash balances in U.S. dollar denominated accounts to minimize the risk of translational currency exposure.

    Results of Operations
    The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024. The tables contained in this section report U.S. dollars in thousands (except share, patient, and prescription data). The following table sets forth our consolidated statements of operations data:
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    Three months ended September 30,Nine months ended September 30,
    2025202420252024
    UnauditedUnaudited
    Net revenues$167,204 $155,095 $481,003 $443,954 
    Cost of revenues44,729 35,372 124,722 103,715 
    Gross profit122,475 119,723 356,281 340,239 
    Operating costs and expenses:
    Research, development and clinical studies54,029 51,882 163,639 158,435 
    Sales and marketing58,546 59,830 171,404 171,652 
    General and administrative45,921 40,103 134,645 117,344 
    Total operating costs and expenses158,496 151,815 469,688 447,431 
    Operating income (loss)(36,021)(32,092)(113,407)(107,192)
    Financial income (expenses), net5,999 10,507 18,111 31,236 
    Income (loss) before income taxes(30,022)(21,585)(95,296)(75,956)
    Income taxes7,248 8,985 16,432 26,749 
    Net income (loss)$(37,270)$(30,570)$(111,728)$(102,705)
    Basic and diluted net income (loss) per ordinary share$(0.33)$(0.28)$(1.00)$(0.95)
    Weighted average number of ordinary shares used in computing basic and diluted net income (loss) per share111,908,252 108,247,716 111,259,532 107,679,501 
    The following table details the share-based compensation expense included in costs and expenses:
    Three months ended September 30,Nine months ended September 30,
    2025202420252024
    UnauditedUnaudited
    Cost of revenues$929 $1,834 $3,004 $5,280 
    Research, development and clinical studies6,166 7,294 18,154 25,421 
    Sales and marketing7,663 10,276 21,538 31,220 
    General and administrative14,563 11,960 42,320 35,357 
    Total share-based compensation expense$29,321 $31,364 $85,016 $97,278 

    Key performance indicators
    We believe certain commercial operating statistics are useful to investors in evaluating our commercial business as they help our management team and investors evaluate and compare the adoption of our Products from period to period. The number of active patients on therapy is our principal revenue driver. An "active patient" is a patient who is receiving treatment under a commercial prescription order as of the measurement date, including patients who may be on a temporary break from treatment and who plan to resume treatment in less than 60 days. Prescriptions are a leading indicator of demand. A "prescription received" is a commercial order for Optune Gio or Optune Lua that is received from a physician certified to treat patients with our Products for a patient not previously on Optune Gio or Optune Lua. Orders to renew or extend treatment are not included in this total.
    The following table includes certain commercial operating statistics for and as of the end of the periods presented.
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    September 30,
    20252024
    Optune GioOptune LuaTotalOptune GioOptune LuaTotal
    Active patients at period end (1)
    United States2,176 104 2,280 2,186 14 2,200 
    International markets:
    Germany595 31 626 558 520 12 570 
    France499 — 499 393 — 393 
    Japan474 — 474 437 — 437 
    Other international533 4 537 506 7 513 
    International markets - Total2,101 35 2,136 1,894 19 1,913 
    4,277 139 4,416 4,080 33 4,113 

    Three months ended September 30,
    20252024
    Optune GioOptune LuaTotalOptune GioOptune LuaTotal
    Prescriptions received in period (2)
    United States954 104 1,058 927 7 934 
    International markets:
    Germany227 24 251 211 6 217 
    France191 — 191 171 — 171 
    Japan130 — 130 99 — 99 
    Other international173 2 175 160 5 165 
    International markets - Total721 26 747 641 11 652 
    1,675 130 1,805 1,568 18 1,586 


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    Nine months ended September 30,
    20252024
    Optune GIoOptune LuaTotalOptune GioOptune LuaTotal
    Prescriptions received in period (2)
    United States2,825 311 3,136 2,860 21 2,881 
    International markets:
    Germany624 82 706 599 30 629 
    France577 — 577 533 — 533 
    Japan349 — 349 298 — 298 
    Other international506 7 513 510 12 522 
    International markets - Total2,056 89 2,145 1,940 42 1,982 
    4,881 400 5,281 4,800 63 4,863 

    (1) Optune Lua includes both active patients in NSCLC and MPM. Worldwide, there were 39 and 32 active MPM patients on therapy as of as of September 30, 2025 and 2024 and 100 and 1 active NSCLC patient(s) on therapy as of as of September 30, 2025 and 2024.
    (2) Optune Lua includes both prescriptions for NSCLC and MPM. Worldwide, 21, 78, 18 and 61 MPM prescriptions were received in the three and nine months ended September 30, 2025 and 2024 and 109, 322, 0 and 2 NSCLC prescriptions were received in the three and nine months ended September 30, 2025 and 2024.
    Three and nine months ended September 30, 2025 compared to three and nine months ended September 30, 2024
    Three months ended September 30,Nine months ended September 30,
    20252024% Change20252024% Change
    Net revenues$167,204 $155,095 8 %$481,003 $443,954 8 %
    Net revenues. Net revenues increased 8% to $167.2 million for the three months ending September 30, 2025 from $155.1 million for the same period in 2024. For the three months ended September 30, 2025 the net revenue increase primarily resulted from a $4.4 million increase from continued growth in France and a $3.3 million increase in Germany from active patient growth and reimbursement improvements. This increase also includes a $4.4 million increase from other international markets, driven by active patient growth in Sweden, aged accounts receivable in the UK, and early commercialization efforts in Spain. The overall increase includes $3.3 million of exchange rate benefits. This increase was partially offset by $1.7 million less revenue in the United States related to a reduction in one-time benefits for prior period claims. Recognized revenue from Optune Lua in the quarter was $3.1 million, including $1.6 million from NSCLC, and $1.5 million from MPM.
    For the nine months ended September 30, 2025, the increase primarily resulted from a $15.9 million increase from continued growth in France, a $10.2 million increase in Germany from active patient growth and reimbursement improvements, and a $12.1 million increase from the remaining international markets driven by active patient growth. The overall increase for the nine-month period includes $5.7 million of exchange rate benefits.
    Three months ended September 30,Nine months ended September 30,
    20252024% Change20252024% Change
    Cost of revenues$44,729 $35,372 26 %$124,722 $103,715 20 %
    Cost of revenues. For the three and nine months ended September 30, 2025, the increase in cost of revenues was primarily due to 7% growth in active patients, $1.3 million higher array costs driven by the new array roll-out and the NSCLC launch, and $1.5 million in higher tariffs. In addition, the Company recognized a $2.9 million expense in the third quarter of 2025 related to an inventory obsolescence provision for Optune Lua arrays.
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    Excluding sales to Zai, cost of revenues per active patient per month was $3,159 for the three months ended September 30, 2025, an increase of 16% from $2,713 for the same period in 2024, primarily due to the Optune Lua inventory obsolescence provision. Cost of revenues per active patient is calculated by dividing the cost of revenues for the quarter less equipment sales to Zai for the quarter by the average of the active patients at the end of the prior quarter and the ending active patients in the current quarter. This quarterly figure is then divided by three to estimate the monthly cost of revenues per active patient. Sales to Zai are deducted because they are sold at cost and in anticipation of future royalties from Zai, and Zai patient counts are not included in our active patient population. Cost of products sold to Zai totaled $3.3 million and $9.8 million for the three and nine months ended September 30, 2025 compared to $2.5 million and $8.4 million for the three and nine months ended September 30, 2024.
    Gross margin was 73% for the three months ended September 30, 2025 compared to 77% for the three months ended September 30, 2024. The reduction in gross margin is primarily due to the aforementioned increase in cost of revenues. We expect that our gross margins will continue to be impacted by current and future product enhancements, such as the launch of our new arrays in the U.S. and our launch in NSCLC, as well as by the changing tariff landscape. We continue to focus on opportunities to increase efficiencies and scale within our supply chain. This includes evaluating new materials, manufacturers, and processes that could lead to lower costs.
    Operating Expenses.
    Three months ended September 30,Nine months ended September 30,
    20252024% Change20252024% Change
    Research, development and clinical studies$54,029 $51,882 4 %$163,639 $158,435 3 %
    Sales and marketing58,546 59,830 (2)%171,404 171,652 — %
    General and administrative45,921 40,103 15 %134,645 117,344 15 %
    Total operating expenses$158,496 $151,815 4 %$469,688 $447,431 5 %
    Research, development and clinical study expenses. Research, development and clinical study expenses increased 4% to $54.0 million for the three months ended September 30, 2025 from $51.9 million for the same period in 2024. For the three months ended September 30, 2025, the change was primarily due to a $2.6 million increase in product development costs and a $1.8 million increase in regulatory expenses related to the PANOVA-3 and METIS PMA filings, partially offset by $2.0 million in a reduction in direct clinical expenses due to the completion of the PANOVA-3 and METIS trials. For the nine months ended September 30, 2025, the change was primarily due to a $4.5 million increase in engineering costs, $2.2 million in regulatory expenses, and $1.9 million in direct clinical trial expenses related to the ramp up of the LUNAR-2 and KEYNOTE D58 trials, partially offset by $7.3 million lower share-based compensation expenses. Total research and development expenses can fluctuate quarter-to-quarter dependent upon the amount of clinical research organization services delivered, clinical materials procured and the number of trials actively underway within a given quarter.
    Sales and marketing expenses. Sales and marketing expenses decreased 2% to $58.5 million for the three months ended September 30, 2025 from $59.8 million for the same period in 2024. For the three months ended September 30, 2025, the change was primarily driven by $2.6 million in lower share-based compensation expenses, partially offset by a $1.8 million increase in marketing expenses related to the Optune Lua for NSCLC launch and prelaunch activities for potential future indications in pancreatic cancer and brain metastases from NSCLC. For the nine months ended September 30, 2025, the change was primarily driven by $9.7 million lower share-based compensation expenses, partially offset by $6.6 million higher costs associated with the expansion of the sales force for Optune Lua for NSCLC, $2.1 million in higher market access and reimbursement expenses, and $1.6 million in higher marketing expenses.
    General and administrative expenses. General and administrative expenses increased 15% to $45.9 million for the three-month period ended September 30, 2025 from $40.1 million for the same period in 2024. For the three months ended September 30, 2025, these changes were primarily due to $2.6 million higher share-based compensation expenses and higher personnel and professional service expenses to support the greater company build-out, particularly in enterprise technology as we invest in our digital infrastructure to enable scale. For the nine-month period ended September 30, 2025, the change was primarily due to $7.0 million of higher share-based
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    compensation expenses, a $2.3 million one-time expense to retire a production line related to supply chain optimization efforts, and higher personnel and professional service expenses.
    Three months ended September 30,Nine months ended September 30,
    20252024% Change20252024% Change
    Financial income (expenses), net$5,999 $10,507 (43)%$18,111 $31,236 (42)%
    Financial income (expenses), net. Financial income decreased $ 4.5 million or 43%, to $6.0 million for the three months ended September 30, 2025 from $10.5 million in income for the same period in 2024, primarily due to a $2.7 million decrease in interest income on our investments and an increase of $2.0 million of foreign exchange expenses. Financial income decreased $13.1 million or 42%, to $18.1 million for the nine months ended September 30, 2025 from $31.2 million in income for the same period in 2024, primarily due to a $5.9 million decrease in interest income on our investments, $3.2 million in higher interest expenses related to our senior secured credit facility, an increase of $1.7 million of foreign exchange expenses and the non-recurring gain of $1.1 million in 2024 from the early redemption of our convertible note described above.
    Three months ended September 30,Nine months ended September 30,
    20252024% Change20252024% Change
    Income taxes$7,248 $8,985 (19)%$16,432 $26,749 (39)%
    Income taxes. Income taxes decreased 19% to $7.2 million for the three months ended September 30, 2025 from $9.0 million for the same period in 2024 primarily due to a $1.9 million increase in tax benefits from share-based compensation deductions and $1.3 million resulting from tax law changes in the U.S. Income taxes decreased 39% to $16.4 million for the nine months ended September 30, 2025 from $26.7 million for the same period in 2024 primarily due to a $9.9 million increase in tax benefits from share-based compensation and $1.8 million resulting from tax law changes in the U.S.
    Non-GAAP financial measures
    We also measure our performance using a non-GAAP measurement of earnings before interest, taxes, depreciation, amortization and shared-based compensation (“Adjusted EBITDA”). We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because it helps investors evaluate and compare the results of our operations from period to period by removing the impact of earnings attributable to our capital structure, tax rate and material non-cash items, specifically share-based compensation.
    We calculate Adjusted EBITDA as operating income before financial expenses and income taxes, net of depreciation, amortization and share-based compensation. The following table reconciles net income (loss), which is the most directly comparable GAAP operating performance measure, to Adjusted EBITDA.
    Three months ended September 30,Nine months ended September 30,
    20252024% Change20252024% Change
    Net income (loss)$(37,270)$(30,570)22 %$(111,728)$(102,705)9 %
    Add: Income tax7,248 8,985 (19)%16,432 26,749 (39)%
    Add: Financial expenses (income), net(5,999)(10,507)(43)%(18,111)(31,236)(42)%
    Add: Depreciation and amortization3,663 2,458 49 %10,432 8,131 28 %
    EBITDA$(32,358)$(29,634)9 %$(102,975)$(99,061)4 %
    Add: Share-based compensation29,321 31,364 (7)%85,016 97,278 (13)%
    Adjusted EBITDA$(3,037)$1,730 (276)%$(17,959)$(1,783)907 %
    Adjusted EBITDA decreased to a loss of $3.0 million for the three months ended September 30, 2025 from profit of $1.7 million for the same period in 2024. For three months ended September 30, 2025, the change in adjusted EBITDA was primarily driven by revenue growth offset by increasing costs for new indications. The revenue increase drove a $2.8 million increase in gross profit. The gross profit increase was offset by increased operating expenses, primarily due to our launch in NSCLC and prelaunch activities for potential new indications. We intend to
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    take actions that prioritize growth and maintain financial health and flexibility as we position our company for future profitability.

    Liquidity and Capital Resources
    We have incurred significant losses and cumulative negative cash flows from operations since our founding in 2000. As of September 30, 2025, we had an accumulated deficit of $1,265.9 million. To date, we have primarily financed our operations through the exercise of options, issuance and sale of equity and the proceeds from long-term loans.
    At September 30, 2025, we had $1,033.5 million in cash, cash equivalents and short-term investments, an increase of $73.6 million compared to $959.9 million at December 31, 2024, primarily attributable to the proceeds of Tranche B of our Senior secured debt offset by net cash used in operations. We believe our cash, cash equivalents and short-term investments as of September 30, 2025 are sufficient for our operations for at least the next 12 months based on our existing business plan and our ability to control the timing of significant expense commitments. We expect that our operating expenses will continue to increase over the next several years and may outpace our gross profit as we prepare to expand into additional indications beyond CNS and Lung. As a result, we may need to raise additional capital to fund our operations.
    On November 1, 2025, we will pay at maturity our Convertible Notes in the amount of $560.9 million.
    The following summary of our cash flows for the periods indicated has been derived from our unaudited consolidated financial statements, which are included elsewhere in this Quarterly Report:
    Nine months ended September 30,
    20252024Change% Change
    Net cash provided by (used in) operating activities$(31,027)$(22,918)$(8,109)35 %
    Net cash provided by (used in) investing activities100,950 (118,031)218,981 (186)%
    Net cash provided by financing activities108,151 87,630 20,521 23 %
    Effect of exchange rate changes on cash and cash equivalents470 (46)516 (1122)%
    Net increase (decrease) in cash, cash equivalents and restricted cash$178,544 $(53,365)$231,909 (435)%
    Operating activities. Net cash used in or provided by operating activities represents our net income (loss) for the periods presented, share-based compensation and depreciation and amortization. Operating cash flows are also impacted by changes in working capital as a result of collections from trade receivables and payments of accounts payables.
    Net cash used in operating activities increased by $8.1 million from $22.9 million net cash used in operating activities for the nine months ended September 30, 2024 to $31.0 million net cash used in operating activities for the nine months ended September 30, 2025. This was primarily the result of a $9.0 million increase in net loss. Other factors generally have offset one another, including a $12.2 million decrease of share-based compensation, a $11.8 million increase in accounts payable and accrued expenses, a $6.5 million decrease in accounts receivable and a $4.4 million increase of accrued interest.
    Investing activities. Our investing activities consist primarily of investments in and redemptions of our short-term investments as well as investments in property and equipment.
    Net cash provided by investing activities was $100.9 million for the nine months ended September 30, 2025, compared to $118.0 million used in investing activities for the nine months ended September 30, 2024. The $100.9 million net cash provided by investing activities for the nine months ended September 30, 2025 was primarily attributable to $122.7 million of net proceeds of short term investments and the purchase of $21.8 million of property and equipment. The $118.0 million net cash used in investing activities for the nine months ended September 30, 2024 was primarily attributable to $84.1 million of net purchase of short-term investments and by the purchase of $33.9 million of property and equipment.
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    Financing activities. Net cash provided by financing activities was $108.2 million for the nine months ended September 30, 2025, as compared to $87.6 million provided by financing activities for the nine months ended September 30, 2024. The $108.2 million net cash provided by financing activities for the nine months ended September 30, 2025 was primarily attributable to $100.0 million proceeds from the closing of Tranche B of our senior secured debt and to the exercise of options under our share option plan. The $87.6 million provided by financing activities for the nine months ended September 30, 2024 was attributable to $96.9 million of proceeds from Tranche A of the senior secured debt, offset by $12.9 million from the partial repayment of the convertible loan and to the the exercise of options under the Company's share option plan.
    Convertible Notes
    On November 5, 2020, we issued $575.0 million aggregate principal amount of Notes. The Notes are senior unsecured obligations. The Notes do not bear regular interest, and the principal amount of the Notes will not accrete. The Notes are convertible at an initial conversion rate of 5.9439 ordinary shares per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $168.24 per ordinary share. The Notes are convertible at the option of the holders upon the satisfaction of certain other conditions and during certain periods, and if the Company exercises its right to redeem the Notes as permitted or required by the indenture. On or after August 1, 2025 until the close of the business on the business day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion rate at any time irrespective of the foregoing conditions.
    In January 2021, we irrevocably elected to settle all conversions of Notes by a combination of cash and our ordinary shares and that the cash portion per $1,000 principal amount of Notes for all conversion settlements shall be $1,000. Accordingly, from and after the date of the election, upon conversion of any Notes, holders of Notes will receive, with respect to each $1,000 principal amount of Notes converted, cash in an amount up to $1,000 and the balance of the conversion value, if any, in our ordinary shares.
    For more information, see Note 10a. to the Consolidated Financial Statements in the 2024 10-K.
    Senior Secured Term Loan Credit Facility
    On May 1, 2024 Novocure Luxembourg S.a.r.l. ("Borrower"), our wholly-owned subsidiary, 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"). 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) we have received positive results from our PANOVA-3 phase 3 clinical trial or (B) our trailing net revenues for the most recently completed four quarters as reported in our 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 give notice of its intent to to draw an additional $100.0 million of the Facility (the "Tranche D Loan") if (i) we receive an approval or clearance from the U.S. Food and Drug Administration for our 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 we give the respective notice of our intent to draw. The obligations under the Loan Agreement are guaranteed by certain of our subsidiaries and secured by a first lien on the Borrower's and certain of our 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. The Borrower must pay 2.5% of additional consideration on each principal draw, with payment for the Tranche A Loan and the Tranche B Loan paid on the Tranche A Funding Date, and payments for the Tranche C Loan and the Tranche D Loan on their respective funding dates. Principal under the Facility will be repaid in eight equal quarterly repayments commencing with the third quarter of 2027 and continuing each quarter thereafter, with the final payment of outstanding principal due on the fifth anniversary of the Tranche A Funding Date. Voluntary prepayment of all, but not less than all, of the term loans outstanding is permitted at any time, subject to make-whole and prepayment premiums as set forth in the Loan Agreement. Prepayment of all term loans outstanding, subject to make-whole and
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    prepayment premiums, is due and payable upon a change-in-control as defined in the Loan Agreement. 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 we are 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.
    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 $200.0 million.
    Contractual Obligations and Commitments
    There have been no material changes from the information disclosed in our 2024 10-K.
    Off-Balance Sheet Arrangements
    We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements as defined under U.S. Securities and Exchange Commission (“SEC”) rules.
    Item 3.  Quantitative and Qualitative Disclosures About Market Risk
    There have been no material changes from the information disclosed in our 2024 10-K.
    Item 4.  Controls and Procedures
    Evaluation of Disclosure Controls and Procedures
    As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act 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 a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.
    Changes in Internal Control over Financial Reporting
    There has been no change in our internal control over financial reporting during the quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
    30

    Table of Contents
    PART II—OTHER INFORMATION
    Item 1.  Legal Proceedings
    From time to time, we are involved in various legal proceedings, claims, investigations and litigation that arise in the ordinary course of our business. Litigation is inherently uncertain. Accordingly, we cannot predict with certainty the outcome of these matters. After considering a number of factors, including (but not limited to) the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, management believes that the ultimate disposition of these legal actions will not materially affect its consolidated financial position or results of operations.
    Item 1A.  Risk Factors
    There have been no material changes to our risk factors disclosed in Part I, Item 1A “Risk Factors” in the 2024 10-K.
    Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
    None.
    Item 3.  Defaults Upon Senior Securities
    None.
    Item 4.  Mine Safety Disclosures
    Not applicable.
    Item 5.  Other Information
    Securities Trading Plans of Executive Officers and Directors
    Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our executive officers and directors to enter into trading plans designed to comply with Rule 10b5-1.
    The following table describes contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) promulgated under the Securities Exchange Act of 1934, as amended (each a "Rule 10b5-1 Plan") adopted by our executive officers and directors during the three month period ending September 30, 2025:
    Name and Title
    Title
    Date of AdoptionDuration of Rule 10b5-1 PlanAggregate Number of Securities to be Purchased Pursuant to the Rule 10b5-1 PlanAggregate Number of Securities to be Sold Pursuant to the Rule 10b5-1 Plan
    Mukund Paravasthu
    Chief Operating Officer
    July 29, 2025
    11/4/2025-9/30/2026
    87,894 102,334 
    Kinyip Gabriel Leung
    Director
    August 19, 2025
    11/18/2025-8/31/2026
    24,413 88,410 
    During the three-month period ending September 30, 2025, Mr. Paravasthu terminated the plan referenced above on September 11, 2025 and none of our other executive officers or directors terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

    31

    Table of Contents
    Item 6.  Exhibits
    EXHIBIT INDEX
    Exhibit
    Number
    Incorporated by ReferenceFiled
    Herewith
    Exhibit DescriptionFormDateNumber
    31.1
    Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
    X
    31.2
    Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
    X
    32.1*
    Certification of Principal Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350
    X
    32.2*
    Certification of Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350
    X
    101.INSInline XBRL Instance DocumentX
    101.SCHInline XBRL Taxonomy Extension Schema DocumentX
    101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
    101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
    101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
    101.PREInline XBRL Extension Presentation Linkbase DocumentX
    104Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)X
    ____________________________________________
    #    Compensation plans and arrangements for executive officers and others.

    *    The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of NovoCure Limited under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.




    32

    Table of Contents
    SIGNATURES
    Pursuant to the requirements 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.
    NovoCure Limited
     
    Date: October 30, 2025
    /s/ Christoph Brackmann
    Christoph Brackmann
    Chief Financial Officer
    (principal financial and accounting officer
    and duly authorized officer)


    33
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