8-K

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

February 5, 2021

Date of Report (date of earliest event reported)

NovoCure Limited

(Exact name of registrant as specified in its charter)

Jersey	001-37565		98-1057807
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
No. 4 The Forum, Grenville Street	St. Helier	Jersey	JE2 4UF
(Address of Principal Executive Offices)			(Zip Code)

+44 (0) 15 3475 6700

Registrant's telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

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Item 5.02(d)     Election of New Director.

On February 5, 2021, the Board of Directors (the “Board”) of the Company elected Timothy C. Scannell, effective immediately, to fill an existing vacancy on the Board. Mr. Scannell will receive compensation for his service on the Board as a non-employee member of the Board in the same manner as other non-employee members of the Board. For a description of the Company’s director compensation programs, see “Director Compensation” in the definitive proxy statement filed by the Company on April 27, 2020 in connection with its 2020 Annual Meeting of Stockholders.

A copy of the press release regarding the election of these directors is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Timothy J. Scannell

Mr. Scannell, 56, is currently President and Chief Operating Officer of Stryker Corporation, a position he has held since August 2018. Prior to this position, he served as Group President of Stryker’s MedSurg and Neurotechnology group from 2009 to 2018. He also serves on the Board of Directors for Insulet Corporation. Mr. Scannell holds bachelor’s and master’s degrees in business administration from the University of Notre Dame.

Mr. Scannell has been appointed to the Nominating and Corporate Governance Committee of the Board, effective upon his election to the Board.

Upon his election to the Board, and pursuant to the Company’s Non-Employee Director Plan, Mr. Scannell will be awarded an option under the Company's 2015 Omnibus Incentive Plan as of March 2, 2021 ("Grant Date") to purchase ordinary shares of the Company with an aggregate Grant Date fair value of $667,000 (subject to rounding of shares to the nearest whole number) using the Black-Scholes pricing model and the valuation assumptions used by the Company in accounting for options as of the Grant Date at an exercise price per share equal to the closing price of the Company’s ordinary shares on the Grant Date (the “Options”). The Options shall vest in equal amounts on the first, second and third anniversary of the Grant Date.

There is no arrangement or understanding between Mr. Scannell and any other persons pursuant to which Mr. Scannell was elected to serve on the Board.

Mr. Scannell does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press Release of NovoCure Limited, dated February 8, 2021
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: February 8, 2021

By: /s/ Ashley Cordova

Name: Ashley Cordova

Title: Chief Financial Officer

Document

Novocure Announces Addition to Its Board of Directors

Timothy J. Scannell, President and Chief Operating Officer of Stryker Corporation, elected to board of directors

St. Helier, Jersey – Novocure (NASDAQ: NVCR) has announced an addition to its board of directors. Timothy J. Scannell, an experienced executive leader, was elected to Novocure’s board on February 5, 2021.

“We are extremely pleased to welcome Tim to our board of directors,” said Bill Doyle, Novocure’s Executive Chairman. “His extensive and impressive background at Stryker, one of the world’s leading medical technology companies, will provide invaluable guidance as we advance product development and prepare for an anticipated period of significant innovation and growth.”

Mr. Scannell is currently President and Chief Operating Officer of Stryker Corporation where is he responsible for all of Stryker’s operating businesses and regions, a position he has held since August 2018. Prior to this position, he served as Group President of Stryker’s MedSurg and Neurotechnology group from 2009 to 2018. He also serves on the board of directors for Insulet Corporation. Mr. Scannell holds bachelor’s and master’s degrees in business administration from the University of Notre Dame.

Mr. Scannell has been appointed to the Nominating and Governance Committee of the Board, effective upon his election to the board.

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. Tumor Treating Fields is a cancer therapy that uses electric fields tuned to specific frequencies to disrupt solid tumor cancer cell division. Novocure’s commercialized products are approved for the treatment of adult patients with glioblastoma and malignant pleural mesothelioma. Novocure has ongoing or completed clinical trials investigating Tumor Treating Fields in brain metastases, non-small cell lung cancer, pancreatic cancer, ovarian cancer and liver cancer.

Headquartered in Jersey, Novocure has U.S. operations in Portsmouth, New Hampshire, Malvern, Pennsylvania and New York City. Additionally, the company has offices in Germany, Switzerland, Japan and Israel. For additional information about the company, please visit www.novocure.com or follow us at www.twitter.com/novocure.

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, regulatory and political conditions as well as issues arising from the COVID-19 pandemic 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, 2020 and its Quarterly Report on Form 10-Q filed on April 30, 2020, as amended to date, 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.

Investors:

Gabrielle Fernandes

gfernandes@novocure.com

603-206-7047

Media:

Jaclyn Stahl

jstahl@novocure.com

212-767-7516