[S-8 POS] NovoCure Limited SEC Filing

Rhea-AI Filing Summary

Barclays Bank PLC is issuing $452,000 of unsecured, unsubordinated Buffered Supertrack SM Notes linked to the price return of the Russell 2000 Index (RTY). The notes are part of the bank’s Global Medium-Term Notes, Series A and will be offered in $1,000 denominations on 30 Jun 2025, maturing 30 Dec 2027.

• Payout profile – If the index is flat or up at maturity, investors receive principal plus 2× upside, capped at a 31.35 % maximum return ($1,313.50 per $1,000 note).
• Downside buffer – First 10 % decline is fully protected. Below the 90 % Buffer Value (1,922.57), losses are linear: every additional 1 % drop erodes 1 % of principal, up to a 90 % loss.
• Key parameters: Initial Value 2,136.185; Upside Leverage 2.0; Buffer 10 %; CUSIP 06746BX71; Estimated value on pricing date $965.70 (≈3.4 % below issue price).
• Costs & liquidity: 2.75 % selling commission; no exchange listing; Barclays Capital intends, but is not obliged, to make a secondary market.
• Credit & regulatory risk: Payments depend on Barclays’ creditworthiness and are subject to the U.K. Bail-in Power, meaning principal could be written down or converted to equity during resolution.
• Tax & withholding: Issuer views the notes as prepaid forward contracts; U.S. tax treatment uncertain; Section 871(m) not expected to apply (delta ≠ 1).

The structure targets investors who can forgo coupons, accept a capped return, and tolerate meaningful equity and issuer risk in exchange for a modest downside buffer and enhanced—though limited—upside participation.

Positive

• 10 % downside buffer absorbs moderate equity declines before principal is at risk.
• 2× upside participation up to a 31.35 % cap enables enhanced returns versus direct RTY exposure within a defined range.
• Short 2.5-year tenor reduces duration exposure relative to longer-dated structured notes.

Negative

• Maximum return is capped at 31.35 %, limiting gains if the Russell 2000 rallies strongly.
• Up to 90 % principal loss once the index falls more than 10 %, exposing investors to significant downside.
• Estimated value ($965.70) is materially below issue price, indicating ~3.4 % embedded costs at launch.
• Issuer credit and U.K. bail-in risk mean repayment depends on Barclays’ solvency and regulatory actions.
• No exchange listing and small deal size could result in poor secondary-market liquidity.

Insights

Structured-Products Analyst

TL;DR – Leverage to 31 % upside with 10 % buffer, but high issuer and liquidity risk makes outcome highly path-dependent.

The notes offer a clear risk-reward trade-off: double the small-cap upside until 15.675 % index appreciation, after which returns are capped. The 10 % buffer is typical for two-to-three-year retail structures and will only absorb mild equity drawdowns; beyond that, losses accelerate 1-for-1. Investors effectively exchange dividend rights and uncapped growth for leveraged but limited participation plus serious tail risk. Pricing is expensive: the bank’s own model value ($965.70) sits 34.3 points below issue price, largely covering the 2.75 % commission, hedging costs and issuer margin. Credit exposure to Barclays and potential bail-in further differentiate this from traditional debt.

Because secondary liquidity is dealer-driven, exit pricing will incorporate both bid/ask spreads and issuer credit spreads, typically leaving early sellers at a material discount. The small $452k deal size suggests limited aftermarket depth. Overall, the note may suit fee-based accounts seeking defined-outcome exposure to U.S. small caps over 30 months, provided they are comfortable with credit, liquidity, and buffer limitations.

Portfolio Manager – Multi-Asset

TL;DR – Niche, short-dated defined-outcome note best viewed as tactical satellite, not core holding.

Strategically, the instrument behaves like a short-put/long-call spread on the Russell 2000 layered over a Barclays credit note. At issuance, the embedded option premium (difference between $1,000 price and $965.70 model value) approximates 3.5 %, implying investors overpay relative to delta-hedged replication. The 31.35 % cap translates to an annualized 11.8 % max yield—attractive if the investor’s bullish view materializes inside two years, but structurally inferior to simply holding RTY ETF beyond the cap. In stressed equity markets, the 90 % potential loss combined with Barclays’ bail-in risk could materially impair portfolios. Thus, allocation should be limited and paired with diversified credit exposure.

As filed with the Securities and Exchange Commission on June 30, 2025

Registration No. 333-209854

Registration No. 333-217619

Registration No. 333-232896

Registration No. 333-236862

Registration No. 333-253499

Registration No. 333-277240

Registration No. 333-285300

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 2 TO:

FORM S-8

Registration No. 333-209854

Registration No. 333-217619

Registration No. 333-232896

Registration No. 333-236862

Registration No. 333-253499

Registration No. 333-277240

POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Registration No. 333-285300

Under

The Securities Act of 1933

NovoCure Limited

(Exact name of registrant as specified in its charter)

 

Jersey (State or other jurisdiction of incorporation or organization) 98-1057807 (I.R.S. Employer Identification Number)

NovoCure Limited

Second Floor, No.4 The Forum

Grenville Street

St. Helier, Jersey JE2 4UF

(Address, including zip Code, of Principal Executive Offices)

NovoCure Limited Employee Share Purchase Plan

2025 NovoCure Limited Employee Share Purchase Plan

(Full title of each plan)

Christoph Brackmann

Chief Financial Officer

NovoCure Limited

c/o Novocure Inc.

1150 Liberty Ridge Drive

Suite 115

Wayne, PA 19087

(212) 767-7530

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to :

Pran Jha

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

(312) 853-7000

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 the 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 7(a)(2)B) of the Securities Act. ☐ 

EXPLANATORY NOTE

On June 4, 2025 (the “Effective Date”), the shareholders of NovoCure Limited (the “Registrant”) approved the 2025 NovoCure Limited Employee Share Purchase Plan (the “2025 Plan”). The total number of ordinary shares of the Registrant ("Ordinary Shares") that may be issued under the 2025 Plan consists of up to 6,507,843 Ordinary Shares, less the number of Ordinary Shares issued on the last “Purchase Date” pursuant to the NovoCure Limited Employee Share Purchase Plan (the “Prior Plan”), all of which were available under the Prior Plan and which will cease to be available for future issuances under the Prior Plan as of the Effective Date (the “Prior Plan Shares”).

In accordance with Item 512(a)(1)(iii) of Regulation S-K and Compliance and Disclosure Interpretation 126.43, this Post-Effective Amendment No. 2 to Registration Statements on Form S-8 (File Nos. 333-209854, 333-217619, 333-232896, 333-236862, 333-253499 and 333-277240) that were filed with the Securities and Exchange Commission (the “Commission”) by the Registrant on March 1, 2016, May 3, 2017, July 30, 2019, March 3, 2020, February 25, 2021 and February 22, 2024, respectively, and Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-285300 that was filed with the Commission on February 27, 2025 (the “Post-Effective Amendments”) covering a total of 7,641,004 Ordinary Shares issuable under the Prior Plan is hereby filed to cover the issuance of the Prior Plan Shares pursuant to the 2025 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which previously have been filed with the Commission, are hereby incorporated by reference into this Registration Statement:

(a)    The Registrant’s Annual Report on Form 10-K (including those portions of the Registrant’s definitive proxy statement relating to its 2025 annual meeting of shareholders that are incorporated by reference in the Registrant’s Annual Report on Form 10-K) for the year ended December 31, 2024, filed with the Commission on February 27, 2025;

(b)    The Registrant's Quarterly Reports on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on April 24, 2025;

(c)    The Registrant’s Current Reports on Form 8-K, filed with the Commission on June 6, 2025 (other than the portions of this document deemed furnished to, rather than filed with, the Commission); and

(d)    The description of the Ordinary Shares set forth in the Registrant’s Registration Statement on Form 8-A filed with the Commission on September 23, 2015 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all offerings of securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

In no event, however, will any information that the Registrant discloses under Item 2.02 and Item 7.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in a document that is deemed to be incorporated by reference or deemed to be part of this Registration Statement after the most recent effective date may modify or replace existing statements contained in this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant has entered into indemnification agreements with each of its directors to indemnify them against certain liabilities and expenses arising from their being a director to the maximum extent permitted by Jersey law. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Subject to the Companies (Jersey) Law 1991 (the "Jersey Companies Law"), the Registrant’s Amended and Restated Articles of Association permit the Registrant to indemnify any director against any liability, to purchase and maintain insurance against any liability for any director and to provide any director with funds (whether by loan or otherwise) to meet expenditures incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such director to avoid incurring such expenditure).

However, Article 77 of the Jersey Companies Law limits the ability of a Jersey company to exempt or indemnify a director from any liability arising from acting as a director. It provides that neither a company (or any of its subsidiaries) nor any other person for some benefit conferred or detriment suffered directly or indirectly by the company may exempt or indemnify any director from, or against, any liability incurred by him or her as a result of being a director of the company except where the company exempts or indemnifies such director against:

(a) any liabilities incurred in defending any proceedings (whether civil or criminal):

i.in which judgment is given in his or her favor or he or she is acquitted;

ii.which are discontinued otherwise than for some benefit conferred by him or her or on his or her behalf or some detriment suffered by him or her; or

iii.which are settled on terms which include such benefit or detriment and, in the opinion of a majority of the directors of the company (excluding any director who conferred such benefit or on whose behalf such benefit was conferred or who suffered such detriment), he or she was substantially successful on the merits in his or her resistance to the proceedings; or

(b) any liability incurred otherwise than to the company if he or she acted in good faith with a view to the best interests of the company;

(c) any liability incurred in connection with an application made under Article 212 of the Jersey Companies Law in which relief is granted to him or her by the court; or

(d) any liability against which the company normally maintains insurance for persons other than directors.

Article 77 of the Jersey Companies Law permits a company to purchase and maintain directors’ and officers’ insurance and the Registrant maintains a directors’ and officers’ liability insurance policy for the benefit of its directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

Exhibit Number

Incorporated by Reference

Filed Herewith

Exhibit Description

Form

Date

Number

4.1

Memorandum of Association of NovoCure Limited

S-1/A

9/21/2015

3.3

4.2

Amended and Restated Articles of Association of NovoCure Limited

8-K

6/10/2022

3.1

5.1

Opinion of Ogier (Jersey) LLP to the legality of the securities

X

10.1

NovoCure Limited Employee Share Purchase Plan

S-1/A

9/21/2015

10.15

10.2

2025 NovoCure Limited Employee Share Purchase Plan

8-K

6/06/2025

10.1

23.1

Consent of Ogier (included in Exhibit 5.1)

X

23.2

Consent of Kost Forer Gabbay & Kasierer, a Member of EY Global, Independent Registered Public Accounting Firm

X

24.1

Power of Attorney (included in signature page)

X

Item 9. Undertakings.

(a) The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

i.to include any prospectus required by Section 10(a)(3) of the Securities Act;

ii.to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

iii.to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on June 30, 2025.

			NOVOCURE LIMITED
			By:			/s/ Christoph Brackmann
						Christoph Brackmann
						Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Christoph Brackmann and Steven Robbins, and each of them individually, with full power of substitution and resubstitution, his or her true and lawful attorney-in fact and agent, with full powers to each of them to sign for such persons below, in his or her name and in the capacities indicated below, and any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, with the Commission, and granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of such person below might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue of this Power of Attorney. This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signatures

Title

Date

By:

/s/ Ashley Cordova

Chief Executive Officer and Director (Principal Executive Officer)

June 30, 2025

Ashley Cordova

By:

/s/ Christoph Brackmann

Chief Financial Officer (Principal Financial and Accounting Officer) and Authorized Representative in the United States

June 30, 2025

Christoph Brackmann

By:

/s/ William F. Doyle

Executive Chairman and Director

June 30, 2025

William F. Doyle

By:

/s/ Asaf Danziger

Director

June 30, 2025

Asaf Danziger

By:

/s/ Jeryl L. Hilleman

Director

June 30, 2025

Jeryl L. Hilleman

By:

/s/ David T. Hung

Director

June 30, 2025

David T. Hung

By:

/s/ Kinyip Gabriel Leung

Director

June 30, 2025

Kinyip Gabriel Leung

By:

/s/ Martin J. Madden

Director

June 30, 2025

Martin J. Madden

By:

/s/ Allyson Ocean

Director

June 30, 2025

Allyson Ocean

By:

/s/ Timothy J. Scannell

Director

June 30, 2025

Timothy J. Scannell

By:

/s/ Kristin Stafford

Director

June 30, 2025

Kristin Stafford

By:

/s/ William A. Vernon

Director

June 30, 2025

William A. Vernon

4

FAQ

What is the upside cap for Barclays VXZ Buffered Supertrack Notes?

The notes cap total return at 31.35 %, delivering a maximum payment of $1,313.50 per $1,000 note.

How much protection does the 10 % buffer provide on the Russell 2000 Index?

If the index ends within 10 % below its initial level, investors receive full principal; below that, losses are 1-for-1.

What are the key dates for these 424B2 notes?

Initial Valuation 25 Jun 2025; Issue 30 Jun 2025; Final Valuation 27 Dec 2027; Maturity 30 Dec 2027.

How do selling commissions impact investor proceeds?

Barclays Capital earns a 2.75 % commission, contributing to the gap between the $1,000 price and $965.70 estimated value.

Are the notes listed or easily tradable before maturity?

No. The notes will not be listed; any secondary trading depends solely on dealer willingness, with potentially wide spreads.

How does the U.K. Bail-in Power affect investors?

Regulators can write down or convert the notes if Barclays is in resolution, which could wipe out principal irrespective of index performance.