nvcr-20260331

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 March 31, 2026


☐			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)


Jersey						98-1057807
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	NVCR	The 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 Outstanding as of April 24, 2026
Ordinary shares, no par value						115,820,940 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," "Optune Pax," 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"), pancreatic cancer, non-small cell lung cancer ("NSCLC"), brain metastases from 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, MPM and pancreatic cancer;

•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, 2025 filed on February 26, 2026, as well as other risks and uncertainties set forth from time to time in the reports we file with the Securities and Exchange Commission (the "SEC"). 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.

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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	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

	Signatures	30

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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)
	March 31, 2026		December 31, 2025
	Unaudited		Audited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	87,527	$	93,548
Short-term investments	344,477		354,126
Restricted cash	9,797		9,842
Trade receivables, net	93,274		89,435
Receivables and prepaid expenses	53,130		58,669
Inventories	43,458		41,111
Total current assets	631,663		646,731
LONG-TERM ASSETS:
Property and equipment, net	76,279		77,606
Field equipment, net	23,309		22,066
Right-of-use assets	45,475		47,327
Other long-term assets	11,200		10,596
Total long-term assets	156,263		157,595
TOTAL ASSETS	$	787,926	$	804,326

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

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NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share data)
	March 31, 2026		December 31, 2025
	Unaudited		Audited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:

Trade payables	127,239		122,231
Other payables, lease liabilities and accrued expenses	90,339		100,997
Total current liabilities	217,578		223,228
LONG-TERM LIABILITIES:
Senior secured credit facility, net	195,461		195,047
Long-term leases	39,479		41,647
Employee benefit liabilities	4,691		3,938

Total long-term liabilities	239,631		240,632

TOTAL LIABILITIES	457,209		463,860
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares no par value, Unlimited shares authorized; issued and outstanding: 115,820,940 shares and 112,492,667 shares at March 31, 2026 (unaudited) and December 31, 2025, respectively	—		—
Additional paid-in capital	1,697,107		1,634,264
Accumulated other comprehensive income (loss)	(4,895)		(3,441)
Retained earnings (accumulated deficit)	(1,361,495)		(1,290,357)
TOTAL SHAREHOLDERS' EQUITY	330,717		340,466
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	787,926	$	804,326

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 March 31,			Year ended December 31,
		2026		2025		2025
	Unaudited			Audited
Net revenues		$	174,055	$	154,994	$	655,353
Cost of revenues		38,929		38,521		166,879
Gross profit		135,126		116,473		488,474

Operating costs and expenses:
Research, development and clinical studies		58,336		53,777		224,544
Sales and marketing		58,357		55,792		240,064
General and administrative		85,853		44,769		177,666
Total operating costs and expenses		202,546		154,338		642,274

Operating income (loss)		(67,420)		(37,865)		(153,800)
Financial income (expenses), net		(1,838)		7,570		17,550

Income (loss) before income tax		(69,258)		(30,295)		(136,250)
Income tax		1,880		4,024		(23)
Net income (loss)		$	(71,138)	$	(34,319)	$	(136,227)

Basic and diluted net income (loss) per ordinary share		$	(0.62)	$	(0.31)	$	(1.22)
Weighted average number of ordinary shares used in computing basic and diluted net income (loss) per share		114,149,838		110,281,832		111,471,991

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

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands
	Three months ended March 31,			Year ended December 31,
		2026		2025		2025
	Unaudited			Audited
Net income (loss)		$	(71,138)	$	(34,319)	$	(136,227)
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustments		(393)		358		289
Pension benefit plan		(1,061)		941		1,770
Total comprehensive income (loss)		$	(72,592)	$	(33,020)	$	(134,168)


NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share data)
	Ordinary shares	Additional paid-in capital		Accumulated other comprehensive income (loss)		Retained earnings (accumulated deficit)		Total shareholders' equity

Balance as of December 31, 2025 (audited)	112,492,667	$	1,634,264	$	(3,441)	$	(1,290,357)	$	340,466

Share-based compensation to employees	—	63,009		—		—		63,009
Exercise of options and vested RSUs	3,328,273	390		—		—		390
Tax payment related to net share settlement on equity awards		(556)						(556)
Other comprehensive income (loss), net of tax benefit of $0	—	—		(1,454)		—		(1,454)
Net income (loss)	—	—		—		(71,138)		(71,138)
Balance as of March 31, 2026 (Unaudited)	115,820,940	$	1,697,107	$	(4,895)	$	(1,361,495)	$	330,717




	Ordinary shares	Additional paid-in capital		Accumulated other comprehensive 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 RSUs	2,965,781	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

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

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NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
	Three months ended March 31,			Year ended December 31,
		2026		2025		2025
	Unaudited			Audited
Cash flows from operating activities:
Net income (loss)		$	(71,138)	$	(34,319)	$	(136,227)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		4,124		3,325		14,650
Accrued Interest		(219)		(2,271)		4,949
Asset write-downs and impairment of field equipment		712		2,261		4,851
Share-based compensation		63,009		29,552		104,832
Foreign currency remeasurement loss (gain)		477		(49)		1,251
Decrease (increase) in accounts receivables and prepaid expenses		828		(8,606)		(38,938)
Amortization of discount (premium)		(2,617)		(6,654)		(23,262)
Decrease (increase) in inventories		(2,778)		(3,941)		(5,668)
Decrease (increase) in other long-term assets		2,042		2,578		10,847
Increase (decrease) in accounts payables and accrued expenses		(5,120)		(16,420)		18,958
Increase (decrease) in other long-term liabilities		(2,837)		(1,121)		(5,274)
Net cash provided by (used in) operating activities		(13,517)		(35,665)		(49,031)

Cash flows from investing activities:
Purchase of property, equipment and field equipment		(5,152)		(10,611)		(26,648)
Proceeds from maturity of short-term investments		110,000		120,000		1,285,000
Purchase of short-term investments		(97,101)		(115,861)		(821,076)
Net cash provided by (used in) investing activities		7,747		(6,472)		437,276

Cash flows from financing activities:
Proceeds from issuance of shares, net		—		—		3,656
Proceeds from senior secured credit facility, net		—		—		99,979
Repayment and redemption of long-term debt		—		—		(560,945)
Tax payments related to net settlements on equity awards		(556)		—		(146)
Exercise of options		390		5,247		6,113
Net cash provided by (used in) financing activities		(166)		5,247		(451,343)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(130)		227		394

Increase (decrease) in cash, cash equivalents and restricted cash		(6,066)		(36,663)		(62,704)
Cash, cash equivalents and restricted cash at the beginning of the period		103,390		166,094		166,094

Cash, cash equivalents and restricted cash at the end of the period		$	97,324	$	129,431	$	103,390





Supplemental cash flow activities:
Cash paid during the period for:
Income taxes paid (refunded), net		$	(3,877)	$	4,971	$	30,673
Interest paid		$	4,961	$	2,645	$	13,406

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NOVOCURE LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	87,527	$	127,279	$	93,548
Restricted cash	9,797		2,152		9,842
Total cash, cash equivalents and restricted cash	$	97,324	$	129,431	$	103,390
Non-cash activities:
Right-of-use assets obtained (disposed) in exchange for lease liabilities	$	998	$	23,492	$	29,369
Purchase of property incurred but unpaid at period end	$	792	$	253	$	886

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, 2025 (the "2025 10-K") filed with the Securities and Exchange Commission on February 26, 2026.

The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the 2025 10-K are applied consistently in these unaudited interim consolidated financial statements except for the adoption of ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): "Measurement of Credit Losses for Accounts Receivable and Contract Assets”, see below.

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 adopted accounting pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company adopted ASU 2025-05 on January 1, 2026, on a prospective basis, and elected the practical expedient provided by ASU 2025-05. Under this expedient, the Company assumes that economic conditions as of the balance sheet date remain unchanged for the

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remaining life of all current accounts receivable and current contract assets arising from transactions under ASC 606. The Company continues to estimate expected credit losses for non-current receivables and contract assets in accordance with ASC 326. The adoption of ASU 2025-05 did not have any material impact on the consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software. The ASU was updated to consider different methods of software development and requires internal use software costs to be capitalized when management has authorized and committed to funding the software project and when significant uncertainty associated with the development of the software has been resolved. The amendments in this ASU are required to be adopted for annual and interim reporting periods beginning after December 15, 2027 (the year ending December 31, 2028, for the Company), with early adoption permitted, and may be applied either through a prospective, retrospective or a modified transition approach. The Company is currently evaluating the effect of adopting the ASU on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and the applicability of Topic 270. This update will be effective beginning after December 15, 2027. The Company is currently evaluating the impact that adoption of ASU 2025-11 will have on its consolidated financial statements.

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


	March 31, 2026
	Unaudited
	Fair value level	Adjusted cost basis		Unrealized gains		Unrealized losses		Fair market value		Recorded basis		Cash and cash equivalents		Short-term investments
Cash		$	15,290	$	—	$	—	$	15,290	$	15,290	$	15,290	$	—
Money market funds	Level 1	72,237		—		—		72,237		72,237		72,237		—
Certificate of deposits and term deposits	Level 2	25,390		—		—		25,390		25,390		—		25,390
HTM securities (1)
U.S. Treasury bills	Level 1	$	58,953	$	15	$	(48)	58,920		58,953		$	—	$	58,953

Corporate debt securities	Level 2	$	260,134	$	12	$	(467)	259,679		260,134		$	—	$	260,134

		$	319,087	$	27	$	(515)	$	318,599	$	319,087	$	—	$	319,087

Total		$	432,004	$	27	$	(515)	$	431,516	$	432,004	$	87,527	$	344,477

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	December 31, 2025
	Audited
	Fair value level	Adjusted cost basis		Unrealized gains		Unrealized losses		Fair market value		Recorded basis		Cash and cash equivalents		Short-term investments
Cash		$	7,402	$	—	$	—	$	7,402	$	7,402	$	7,402	$	—
Money market funds	Level 1	66,213		—		—		66,213		66,213		66,213		—
Certificate of deposits and term deposits	Level 2	25,186		—		—		25,186

SEC Form 10-Q filed by NovoCure Limited