NovoCure Ltd 8-K, filed Dec 1, 2025
NovoCure Ltd (NVCR)
8-K
2025-12-01
For: 2025-11-24
View Original
Added on
April 04, 2026
About this 8-K
NovoCure Ltd filed this 8-K on December 1, 2025, reporting on events of November 24, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Chief Executive Officer; Transition of Chief Financial Officer; Resignation of Chief Operating Officer
On November 24, 2025, by mutual agreement, Ashley Cordova, Director and Chief Executive Officer of NovoCure Limited (the “Company”) resigned as a member of the Board of Directors of NovoCure Limited (the “Company”), effective immediately, and her position as Chief Executive Officer of the Company, effective November 30, 2025. There was no disagreement with the Company known to an executive officer of the Company on any matter relating to the Company’s operations, policies or practices in connection with Ms. Cordova’s departure from the Company’s Board of Directors, nor has Ms. Cordova been removed from the Board of Directors for cause.
In connection with her departure, an affiliate of the Company and Ms. Cordova entered into a Separation and Release Agreement (the “Cordova Separation Agreement”), which supersedes the severance provisions of her employment agreement with the affiliate of the Company, dated January 1, 2025. In consideration of the releases set forth in the Cordova Separation Agreement, Ms. Cordova remains an employee of the Company on "garden leave" and is entitled to receive continuation of her current salary and benefits as an employee of the Company through May 31, 2026, plus (ii) the amount Ms. Cordova would have received under the Company’s Annual Incentive Plan bonus program, based on the corporate multiplier in effect for all other executives, plus (iii) a cash payment in the amount of CHF 375,000 when her employment formally ends on May 31, 2026. The foregoing description of the Cordova Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cordova Separation Agreement, a copy of which is attached to this report as Exhibit 10.1.
(c) Appointment of New Chief Executive Officer
Appointment of Frank Leonard as Chief Executive Officer
On December 1, 2025, the Company announced the appointment of Frank Leonard, age 46, who is currently serving as the Company’s President, as the Chief Executive Officer of the Company and its respective direct and indirect subsidiaries and affiliates (together, the “Novocure Group”), effective December 1, 2025.
Mr. Leonard was named the company’s President in June 2025. He was responsible for Novocure’s global business operations, which he led since January 2024, and was responsible for sales, marketing, field medical affairs, patient experience, public affairs, market access, and product and portfolio strategy functions. Mr. Leonard previously led our US business, beginning in October 2022. Mr. Leonard served as Chief Development Officer of the Company from September 2020 to September 2022, and was responsible for engineering, product development, business development and the overall strategic and operational leadership of the Company’s innovation platforms. He joined the Company in 2010 to prepare the company for a commercial launch and held various roles establishing the Company’s finance, reimbursement, and business development functions. Prior to joining the Company, Mr. Leonard was a venture capital investor focused on high-impact medical technology companies, including Novocure. He has served as a director of the Medical Device Manufacturers Association (MDMA) since 2023.
Mr. Leonard received an A.B. from Harvard University in 2001 and an M.A. from the London School of Economics and Political Science in 2004.
There are no family relationships between Mr. Leonard and any director or executive officer of the Company. There are no relationships or related person transactions between Mr. Leonard and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
As of the date of this Report, Mr. Leonard and the Company have not entered into any material plan, contract or arrangement in connection with his appointment as Chief Executive Officer. The Company will file an amendment to this Report as required once such a plan, contract or arrangement has been entered into.
Item 7.01 Regulation FD Disclosure.
On December 1, 2025, the Company issued a press release announcing the resignations of Ashley Cordova as a Director and Chief Executive Officer of the Company and the appointment of Frank Leonard as Chief Executive Officer. A copy of the press release is attached to this report as Exhibit 99.1.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | ||||
| 10.1 | |||||
99.1 | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 hereunto duly authorized.
NovoCure Limited
(Registrant)
Date: December 1, 2025
By: /s/ Barak Ben-Arye
Name: Barak Ben-Arye
Title: General Counsel
Exhibit 10.1
EXHIBIT A
SEPARATION AND RELEASE AGREEMENT
THIS SEPARATION AND RELEASE AGREEMENT (“Agreement”) made November 24, 2025 (the “Effective Date”), between Novocure GmbH (including its successors and assigns, the “Company”), and Ashley Cordova (the “Executive”).
1.Termination Date. The Executive’s employment with the Company terminates with effect on May 31, 2026 (the "Termination Date"). For the avoidance of doubt, the Termination Date is not subject to any deferment for whatever reason, including, but not limited to, sickness or accident. The Company and Executive acknowledge that Executive has resigned as Chief Executive Officer of the Novocure Group (as defined below), effective November 30, 2025 and that Executive’s resignation has been accepted by the Company and the Novocure Group.
2.Release.
a.In consideration of the amounts to be paid by the Company pursuant to Section 3 below and of any other benefits pursuant to this agreement below and in lieu of any further amounts payable to Executive pursuant to that certain employment agreement, dated as of January 1, 2025 (the “Employment Agreement”), Executive, on behalf of herself and her heirs, executors, devisees, successors and assigns, knowingly and voluntarily releases, remises, and forever discharges the Company and its parent company, subsidiaries and affiliates, together with each of their current and former principals, officers, directors, shareholders, agents, representatives and employees, and each of their heirs, executors, successors and assigns (collectively, the “Releasees”), from any and all debts, demands, actions, causes of action, accounts, covenants, contracts, agreements, claims, damages, omissions, promises, and any and all claims and liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (“Claims”), which Executive ever had, now has, or may hereafter claim to have against the Releasees by reason of any matter or cause whatsoever arising from the beginning of time to the time she signs this Agreement arising out of her employment by, or termination from employment by, the Company or the Novocure Group (the “General Release”). References herein to the “Novocure Group” shall mean and refer to, collectively, the Company, NovoCure Limited, a Jersey (Channel Islands) corporation (the “Parent Company”), and their respective direct and indirect subsidiaries and affiliates. This General Release of Claims shall apply to any Claim of any type, related to or arising out of Executive’s employment relationship, or the termination of her employment, with the Company.
b.For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to include all claims, if any, which Executive or her heirs, executors, devisees, successors and assigns may have and which Executive does not now know or suspect to exist in her favor against the Releasees, from the beginning of time until the time she signs this Agreement, and this Agreement extinguishes those claims.
c.In consideration of the promises of the Company set forth in the Employment Agreement, Executive hereby releases and discharges the Releasees from any and
Exhibit 10.1
all Claims that Executive may have against the Company. Executive also understands that, by signing this Agreement, she is waiving all Claims against any and all of the Releasees.
d.Except as provided in this Agreement, Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to her arising out of her employment with or termination from the Company, and no further sums or benefits are owed to her by the Company or by any of the other Releasees at any time, including but not limited to, pursuant to the Employment Agreement.
e.This General Release does not waive any right Executive may have (i) to accrued and vested benefits, benefits vesting by the Termination Date or benefits otherwise due (other than severance, termination or change in control benefits) under any employee benefit plan of the Company or (ii) to coverage and/or indemnification by the Company pursuant to any directors’ and officers’ liability insurance coverage of the Company or pursuant to the organizational or governance documents of the Company.
f.The Executive is released from her duty to perform work with immediate effect (“Release Date”) until the Termination Date (“Release Period”).
g.The Executive shall, however, be available for enquiries per telephone and/or e-mail regarding her scope of work during the Release Period.
h.For the avoidance of doubt, during the Release Period, the Executive remains bound by all her other duties towards the Company (except for the duty to perform work), i.e. the Executive has a loyalty duty and must e.g. immediately inform the Company in case of illness or accident.
i.The release does not apply if and as long as the Executive is on sick leave.
3.Compensation. In lieu of all compensation and other rights and privileges owed to Executive pursuant to Section 6 of the Employment Agreement, all of which are hereby waived, Executive agrees that the compensation owed to Executive as consideration for this General Release shall be (i) continuation of her current salary and benefits as an employee of the Company through the Release Period (the “Current Salary”), plus (ii) the amount Executive would have received under the Company’s Annual Incentive Plan bonus program for 2025, based on the corporate multiplier in effect for all other executives (the “AIP Amount”), plus (iii) a cash payment in the amount of CHF 375,000 (the “Termination Pay”). Executive will receive the Current Salary at the Company’s regular payroll interval through the Termination Date. Executive will receive the AIP Amount at the same time bonuses are paid to the executive team (it being understood that Executive is not entitled to participate in the Company’s Annual Incentive Plan bonus program for 2026). Executive will receive the Termination Pay within 7 days after the Termination Date. It is understood that it is the intent of the parties that the amount payable pursuant to this Section 3 shall be in satisfaction of any Notice Payments required by the Employment Agreement plus payment for fixing the Termination Date. The Executive has no claim for compensation of vacation and overtime. The Company agrees that it is not entitled to any reimbursement or refund of any relocation benefits paid to Executive or any other benefits already paid.
Exhibit 10.1
4.Equity awards
The Company confirms that the following unvested equity awards granted by the Parent Company will vest pursuant to their terms and the Parent Company’s 2024 Omnibus Incentive Plan and 2015 Omnibus Incentive Plan, including the relevant Swiss Sub Plans, as appropriate:
Restricted Share Units:
•34,083 vesting Feb 27, 2026
•7,939 vesting Feb 28, 2026
•50,394 vesting March 4, 2026
Performance-Based Restricted Share Units (if and only if, and only to the extent that these PSUs are paid out to all other executives based on the achievement goals approved by the Parent Company’s Board of Directors or committee thereof):
•23,818 vesting Feb 28, 2026
Options (it is understood that the Options will expire 90 days following the end of Executive’s employment on August 30, 2026):
•39,083 vesting Feb 27, 2026 at $16.30 strike
•56,031 vesting March 4, 2026 at $18.19 strike
•9,904 vesting Feb 28, 2026 at $76.97 strike
•9,416 vesting March 1, 2026 at $80.59 strike
5.Return of Company’s Property / Deletion of data.
a.Within seven days following the Release Date the Executive will return to the Company all property, documents and assets (including keys, badges, laptop, mobile phone, company credit card etc.) that have been made available in connection with the Employment Agreement.
b.As soon as practicable after the Release Date the Executive will delete any and all data belonging to the Company which is stored on any devices that are not returned to the Company.
6.Confidentiality / Non-Competition. The Executive undertakes not to disclose any confidential information pertaining to the Employment Relationship or the Company to any third party, in particular business and trade secrets, for an indefinite term.
The Executive acknowledges that she is bound by the statutory non-competition obligation until the Termination Date. After the Termination Date, the Executive is bound by the contractual non-compete clause pursuant to her Employment Agreement.
7.Internal and External Communication. The Executive shall not engage in any communication, neither internal nor external regarding the Company, its Products, nor the circumstances of the termination of employment and this Agreement.
Exhibit 10.1
8.Non disparagement.
a.The Executive and the Company further mutually agree not to disparage, nor to encourage others to disparage, the other Party, subject to mandatory legal disclosure obligations.
b.The Executive agrees that she has not made, and shall not make, any public statements, statements to the press, or statements to present or former employees of the Company, or to any individual or entity with whom the Company has a business relationship, whether verbally or in writing, that are disparaging of the Company or that could reasonably be expected to adversely affect the Company’s business or reputation. The Executive further confirms that she will not share, disclose, make public, or publish in any medium or form any details of her professional activities at the Company in her various roles.
9.Discharge. The management /board of directors of the Company will recommend to the company’s partners/shareholders to grant the Executive a discharge for 2025 at the annual general meeting.
10.Consultation with Attorney; Voluntary Agreement. The Company advises Executive to consult with an attorney of her choosing prior to signing this Agreement. Executive understands and agrees that she has the right and has been given the opportunity to review this Agreement and, specifically, the General Release in Section 2 above, with an attorney. Executive also understands and agrees that she is under no obligation to consent to the General Release set forth in Section 2 above. Executive acknowledges and agrees that the payments and benefits to be made to Executive pursuant to this agreement are sufficient consideration to require her to abide with her obligations under this Agreement, including but not limited to the General Release set forth in Section 2. Executive represents that she has read this Agreement, including the General Release set forth in Section 2, and understands its terms and that she enters into this Agreement freely, voluntarily, and without coercion.
11.Effective Date; Revocation. Executive acknowledges and represents that she has been advised by the Company that she has the right to revoke this Agreement for a period of seven (7) days after signing it. Executive acknowledges and agrees that, if she wishes to revoke this Agreement, she must do so in a writing, signed by her and received by the Company no later than 5:00 p.m. Central Europe Time on the seventh (7th) day of the revocation period. If no such revocation occurs, the General Release and this Agreement shall become effective on the eighth (8th) day following her execution of this Agreement.
12.Severability. In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby.
13.Governing Law. This Agreement and any other document or instrument delivered pursuant hereto, and all claims or causes of action that may be based upon, arise out of or relate to this Agreement will be governed by, and construed under and in accordance with, the internal laws of Switzerland, without reference to rules relating to conflicts of laws.
Exhibit 10.1
14.Possible Continuation of Insurance Coverage. The Executive remains insured under the Company's existing insurance coverage until the Termination Date or, if earlier, until taking up substitute employment in Switzerland, at the same terms as applicable at the date of execution of this Agreement. The Company will comply with its information obligations regarding insurance coverage and will inform the Executive accordingly prior to the Termination Date in a separate letter.
15.Letter of Reference. On the Termination Date, the Company shall provide the Executive with a final letter of reference. Upon request, the Company shall provide the Executive with an interim reference letter at an earlier date.
16.Entire Agreement. This Agreement, the Employment Agreement and the other agreements referred to in the Employment Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter herein and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties. Executive acknowledges and agrees that she is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Agreement.
17.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.
NOVOCURE GMBH
By: /s/ Barak Ben-Arye
Name: Barak Ben-Arye
Title: Authorized Signer
EXECUTIVE
By: /s/ Ashley Cordova
Name: Ashley Cordova
Dated: November 24, 2025
Exhibit 99.1
Novocure Appoints Company President Frank Leonard as Chief Executive Officer
Baar, Switzerland – December 1, 2025 - Novocure (NASDAQ: NVCR) today announced the appointment of Frank Leonard as Chief Executive Officer (CEO), effective immediately. Mr. Leonard previously served as President of Novocure and succeeds CEO, Ashley Cordova who resigned from the company.
“During his more than 15-year career at Novocure, Frank has led many of our global business operations developing deep expertise in delivering our unique, device-based cancer therapy to patients to extend their survivals. Frank has been instrumental in creating Novocure’s culture and guiding the organization at critical points, including preparing the company for its first commercial launch and establishing the business functions that continue to drive our growth,” said William Doyle, Executive Chairman, Novocure. “Frank embodies Novocure’s core values and has an unwavering commitment to our patient-forward mission. He is the ideal person to lead our organization through the exciting, transformative milestones anticipated in the years ahead. We are thrilled for him to step into the CEO role.
“On behalf of the Novocure Board of Directors, I want to thank Ashley Cordova for the contributions she made to our organization during her career at Novocure. She was unquestionably dedicated to our mission and helped build Novocure into the company it is today. We wish her success in her future endeavors,” continued Mr. Doyle.
Mr. Leonard joined Novocure in 2010 to prepare the company for its first commercial launch and he has held various leadership roles including establishing Novocure’s finance, reimbursement, and business development functions, and led the company’s early innovation and product development teams. In his role as Novocure’s President, Frank led global sales, marketing, field medical affairs, patient experience, public affairs, market access, and product and portfolio strategy functions.
“The patient is at the center of what we do and why we are committed to extending survival in the most aggressive cancers,” said Mr. Leonard. “I am honored to lead Novocure and partner with our incredible employees around the world as we prepare to launch products in new indications, complete multiple clinical trials, and work to deliver the full potential of our innovative therapy.
About Novocure
Novocure is a global oncology company working to extend survival in some of the most aggressive forms of cancer through the development and commercialization of its innovative therapy, Tumor Treating Fields. Novocure’s commercialized products are approved in certain countries for the treatment of adult patients with glioblastoma, non-small cell lung cancer, malignant pleural mesothelioma and pleural mesothelioma. Novocure has several additional ongoing or completed clinical trials exploring the use of Tumor Treating Fields therapy in the treatment of glioblastoma, non-small cell lung cancer and pancreatic cancer.
Exhibit 99.1
Novocure’s global headquarters is located in Baar, Switzerland, with U.S. headquarters located in Portsmouth, New Hampshire and research and development facilities located in Haifa, Israel. For additional information about the company, please visit Novocure.com and follow @Novocure on LinkedIn and X (Twitter).
Forward-Looking Statements
In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide Novocure’s current expectations or forecasts of future events. These may include statements regarding anticipated scientific progress on its research programs, clinical trial progress, development of potential products, interpretation of clinical results, prospects for regulatory approval, manufacturing development and capabilities, market prospects for its products, coverage, collections from third-party payers and other statements regarding matters that are not historical facts. You may identify some of these forward-looking statements by the use of words in the statements such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” or other words and terms of similar meaning. Novocure’s performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, environmental, regulatory and political conditions and other more specific risks and uncertainties facing Novocure such as those set forth in its Annual Report on Form 10-K filed on February 27, 2025, and subsequent filings with the U.S. Securities and Exchange Commission. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. Furthermore, Novocure does not intend to update publicly any forward-looking statement, except as required by law. Any forward-looking statements herein speak only as of the date hereof. The Private Securities Litigation Reform Act of 1995 permits this discussion.
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Investors:
Adam Daney
investorinfo@novocure.com
Media: Catherine Falcetti
media@novocure.com