NovoCure Ltd
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
NVCR$11.81-5.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) DOCUMENTS FILED AS PART OF THIS REPORT
The following is a list of our consolidated financial statements and our subsidiaries and supplementary data included in this Annual Report on Form 10-K under Item 8 of Part II hereof:
1. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of December 31, 2023, 2022 and 2021.
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021.
Consolidated Statement of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021.
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021.
Notes to Consolidated Financial Statements.
2. FINANCIAL STATEMENT SCHEDULES
Schedules are omitted because they are not applicable or are not required, or because the required information is included in the consolidated financial statements or notes thereto.
(b) EXHIBITS
The following is a list of exhibits filed as part of this Annual Report on Form 10-K. Where so indicated by footnote, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated.
EXHIBIT INDEX
| ExhibitNumber · Exhibit Description · Incorporated by Reference · FiledHerewith | ||||
|---|---|---|---|---|
| Form · Date · Number | ||||
| 3.1 | Memorandum of Association | S-1/A | 9/21/15 | 3.3 |
| 3.2 | Amended and Restated Articles of Association | 8-K | 6/10/22 | 3.1 |
| 4.1 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 2/23/23 | 4.1 |
| 4.2 | Eleventh Amended and Restated Investors Rights Agreement, dated June 1, 2015 | DRS | 6/24/15 | 4.2 |
| 4.3 | Tenth Amended and Restated Registration Rights Agreement, dated June 1, 2015 | DRS | 6/24/15 | 4.3 |
| 4.4 | Indenture, dated November 5, 2020, between NovoCure Limited. and U.S. Bank National Association | 8-K | 11/5/20 | 4.1 |
| ExhibitNumber · Exhibit Description · Incorporated by Reference · FiledHerewith | ||||
|---|---|---|---|---|
| Form · Date · Number | ||||
| 4.5 | Form of 0% Convertible Senior Note due 2025 (included in Exhibit 4.4) | 8-K | 11/5/20 | 4.2 |
| 10.1 | Credit Agreement dated November 6, 2020 among NovoCure Limited, the subsidiary borrowers party thereto, the lenders party thereto and J.P. Morgan Chase Bank, N.A., as administrative agent | 8-K | 11/9/20 | 10.1 |
| 10.2 | License and Collaboration Agreement, dated as of September 10, 2018, between NovoCure Limited and Zai Lab (Shanghai) Co., Ltd. | 10-Q | 10/25/18 | 10.2 |
| 10.3 | Settlement Agreement with the Technion, dated February 10, 2015 | DRS/A | 8/11/15 | 10.13 |
| 10.4 | 2003 Share Option Plan# | DRS | 6/24/15 | 10.3 |
| 10.5 | 2013 Share Option Plan# | DRS | 6/24/15 | 10.4 |
| 10.6 | 2015 Omnibus Incentive Plan# | S-1/A | 9/21/15 | 10.5 |
| 10.7 | Employee Share Purchase Plan# | S-1/A | 9/21/15 | 10.15 |
| 10.8 | Form of Non-Qualified Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan (U.S. individuals)# | S-1/A | 9/21/15 | 10.17 |
| 10.9 | Form of Incentive Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan (U.S. individuals)# | S-1/A | 9/21/15 | 10.18 |
| 10.10 | 2015 Omnibus Incentive Plan, including 2015 Omnibus Incentive Plan Sub-Plan for Grantees Subject to Israeli Taxation and 2015 Omnibus Incentive Plan Sub-Plan for Switzerland# | 8-K | 12/22/15 | 10.1 |
| 10.11 | Form of Incentive Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan for use in connection with the 2015 Omnibus Incentive Plan Sub-Plan for Grantees Subject to Israeli Taxation (non-102(b) grants)# | 8-K | 12/22/15 | 10.2 |
| 10.12 | Form of Incentive Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan for use in connection with the 2015 Omnibus Incentive Plan Sub-Plan for Grantees Subject to Israeli Taxation (102(b) grants)# | 8-K | 12/22/15 | 10.3 |
| 10.13 | Form of Stock Option Award Agreement based on the 2015 Omnibus Incentive Plan for use in connection with the 2015 Omnibus Incentive Plan Sub-Plan for Switzerland# | 8-K | 12/22/15 | 10.4 |
| 10.14 | Form of Incentive Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan for use in Japan# | 8-K | 12/22/15 | 10.5 |
| 10.15 | Form of Stock Option Award Agreement based on the 2015 Omnibus Incentive Plan for use in Germany# | 10-K | 3/1/16 | 10.25 |
| 10.16 | Form of Incentive Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan# | 8-K | 5/12/17 | 10.1 |
| 10.17 | Form of Non-Qualified Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan# | 8-K | 5/12/17 | 10.2 |
| 10.18 | Form of Incentive Stock Option Agreement pursuant to the NovoCure Limited 2015 Omnibus Incentive Plan – Form of Performance Option Agreement for Israel# | 8-K | 4/4/18 | 10.1 |
| 10.19 | Form of Indemnification Agreement | 8-K | 3/22/16 | 10.1 |
| 10.20 | Employment Agreement, dated as of May 11, 2016, by and between Novocure USA LLC and William F. Doyle# | 8-K | 5/13/16 | 10.1 |
| ExhibitNumber · Exhibit Description · Incorporated by Reference · FiledHerewith | |||||
|---|---|---|---|---|---|
| Form · Date · Number | |||||
| 10.21 | Amendment #1 to Employment Agreement between Novocure USA LLC and William F. Doyle dated February 24, 2021# | 10-K | 2/25/21 | 10.23 | |
| 10.22 | Israeli SubPlan to the NovoCure Limited Employee Share Purchase Plan# | 8-K | 6/30/16 | 10.1 | |
| 10.23 | Non-Employee Director Compensation Program# | X | |||
| 10.24 | Employment Agreement, dated as of October 10, 2016, by and between NovoCure (Israel) Ltd. and Asaf Danziger# | 8-K | 10/14/16 | 10.1 | |
| 10.25 | Amended and Restated Employment Agreement dated as of September 1, 2020 by and between Novocure USA LLC and Wilhelmus Groenhuysen# | 8-K | 8/13/20 | 10.1 | |
| 10.26 | Employment Agreement, dated as of October 10, 2016, by and between NovoCure USA LLC and Michael J. Ambrogi# | 8-K | 10/14/16 | 10.3 | |
| 10.27 | Employment Agreement, dated as of September 1, 2020, by and between NovoCure USA LLC and Ashley Cordova# | 8-K | 8/13/20 | 10.2 | |
| 10.28 | Employment Agreement, dated as of July 25, 2018, between Novocure USA LLC and Pritesh Shah# | 10-Q | 10/25/18 | 10.1 | |
| 10.29 | Form of Restricted Share Unit Award Notice pursuant to the 2015 Omnibus Incentive Plan – Form of Agreement for USA# | 10-K | 2/23/17 | 10.28 | |
| 10.30 | Form of Restricted Share Unit Award Notice pursuant to the 2015 Omnibus Incentive Plan – Form of Agreement for Israel# | 10-K | 2/23/17 | 10.29 | |
| 10.31 | Form of Restricted Share Unit Award Notice pursuant to the 2015 Omnibus Incentive Plan – Form of Agreement for Switzerland# | 10-K | 2/23/17 | 10.30 | |
| 10.32 | Form of Restricted Share Unit Award Notice pursuant to the 2015 Omnibus Incentive Plan – Form of Agreement for Japan# | 10-K | 2/23/17 | 10.31 | |
| 10.33 | Form of Restricted Share Unit Award Notice pursuant to the 2015 Omnibus Incentive Plan – Form of Agreement for Germany# | 8-K | 4/4/18 | 10.2 | |
| 10.34 | Form of Performance-Based Share Unit Award for Executive Chairman and Chief Executive Officer# | 8-K | 3/6/20 | 10.1 | |
| 10.35 | Form of Performance-Based Share Unit Award for Certain Executive Officers# | 8-K | 3/6/20 | 10.2 | |
| 10.36 | First Addendum dated June 9, 2020 to License and Collaboration Agreement, dated as of September 10, 2018, between NovoCure Limited and Zai Lab (Shanghai) Co., Ltd.** | 10-K | 2/25/21 | 10.40 | |
| 10.37 | Purchase and Sale Agreement dated December 1, 2021 by and between 64 Vaughan Mall, LLC and Novocure Inc. | 10-K | 2/24/22 | 10.41 | |
| 10.38 | Construction Agreement dated December 30, 2021 by and between Hanover Development Corporation and Novocure Inc.** | 10-K | 2/24/22 | 10.42 | |
| 10.39 | Amendment No. 1 dated as of December 6, 2021 to Credit Agreement dated as of November 6, 2020 | 10-K | 2/24/22 | 10.43 | |
| 10.40 | Employment Agreement, dated as of January 3, 2024, between Novocure USA LLC and Frank Leonard# | 8-K | 1/4/24 | 10.1 | |
| ExhibitNumber · Exhibit Description · Incorporated by Reference · FiledHerewith | |||||
|---|---|---|---|---|---|
| Form · Date · Number | |||||
| 10.41 | Employment Agreement, dated as of January 3, 2024, between Novocure USA LLC and Pritesh Shah# | 8-K | 1/4/24 | 10.2 | |
| 19 | NovoCure Limited Policy Statement on Securities Trades by Company Officers, Directors and Employees | X | |||
| 21 | Subsidiaries | X | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | |||
| 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 | |||
| 97 | Novocure Limited Amended and Restated Policy on Recoupment of Incentive Compensation Effective as of October 2, 2023 | X | |||
| 101.INS | Inline XBRL Instance Document | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||
| 101.PRE | Inline XBRL Extension Presentation Linkbase Document | X | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | |||
| * | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K 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-K, irrespective of any general incorporation language contained in such filing. |
|---|---|
| † | Confidential treatment has been granted for certain information set forth in this exhibit. Such information has been omitted and filed separately with the Securities and Exchange Commission. |
| # | Compensation plans and arrangements for executive officers and others. |
| ** | Portions of the referenced exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K |
This Annual Report on Form 10-K includes trademarks of NovoCure Limited and other persons. All trademarks or trade names referred to herein are the property of their respective owners.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.