Soleus Capital Master Fund, L.P. and affiliated entities filed an amended ownership report on NovoCure Limited. They report beneficial ownership of 8,530,665 ordinary shares, representing 7.6% of NovoCure’s ordinary shares, based on 111,981,981 shares outstanding as of October 24, 2025.
The group has shared voting and dispositive power over all reported shares and no sole voting or dispositive power. The filing is made on a passive basis, certifying that the securities were not acquired to change or influence control of NovoCure.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
NOVOCURE LIMITED
(Name of Issuer)
Ordinary Shares, no par value per share
(Title of Class of Securities)
G6674U108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G6674U108
1
Names of Reporting Persons
Soleus Capital Master Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,530,665.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,530,665.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,530,665.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC ("Soleus Capital") is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, Soleus Capital Management, L.P. ("SCM") is the investment manager for Master Fund, and Soleus GP, LLC ("Soleus GP") is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 111,981,981 ordinary shares of NovoCure Limited (the "Issuer") outstanding as of October 24, 2025, as reported on the cover of the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, filed with the Securities and Exchange Commission on October 30, 2025 (the "Form 10-Q").
SCHEDULE 13G
CUSIP No.
G6674U108
1
Names of Reporting Persons
Soleus Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,530,665.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,530,665.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,530,665.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, SCM, Soleus GP, LLC and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 111,981,981 ordinary shares of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
G6674U108
1
Names of Reporting Persons
Soleus Capital Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,530,665.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,530,665.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,530,665.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 111,981,981 ordinary shares of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
G6674U108
1
Names of Reporting Persons
Soleus Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,530,665.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,530,665.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,530,665.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 111,981,981 ordinary shares of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
G6674U108
1
Names of Reporting Persons
Soleus GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,530,665.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,530,665.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,530,665.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 111,981,981 ordinary shares of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP No.
G6674U108
1
Names of Reporting Persons
Guy Levy
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,530,665.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,530,665.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,530,665.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 111,981,981 ordinary shares of the Issuer outstanding as of October 24, 2025, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NOVOCURE LIMITED
(b)
Address of issuer's principal executive offices:
No. 4 The Forum, Grenville Street, St. Helier, Jersey JE2 4UF
Item 2.
(a)
Name of person filing:
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Soleus GP, LLC
Guy Levy
(b)
Address or principal business office or, if none, residence:
Soleus Capital Master Fund, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Group, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus Capital Management, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
Soleus GP, LLC
100 Field Point Road, Suite 200
Greenwich, CT 06830
Guy Levy
c/o Soleus Capital Management, L.P.
100 Field Point Road, Suite 200
Greenwich, CT 06830
(c)
Citizenship:
Soleus Capital Master Fund, L.P. - Cayman Islands
Soleus Capital, LLC - Delaware
Soleus Capital Group, LLC - Delaware
Soleus Capital Management, L.P. - Delaware
Soleus GP, LLC - Delaware
Guy Levy - United States
(d)
Title of class of securities:
Ordinary Shares, no par value per share
(e)
CUSIP No.:
G6674U108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference.
8,530,665
(b)
Percent of class:
7.6%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
8,530,665
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
8,530,665
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
How many NovoCure (NVCR) shares does Soleus Capital report owning?
Soleus Capital-related entities report beneficial ownership of 8,530,665 NovoCure shares. This stake represents 7.6% of NovoCure’s ordinary shares, calculated using 111,981,981 shares outstanding as of October 24, 2025, as disclosed in NovoCure’s Form 10-Q.
What percentage of NovoCure’s outstanding shares does Soleus Capital hold?
Soleus Capital and affiliates report holding 7.6% of NovoCure’s ordinary shares. This percentage is based on 111,981,981 ordinary shares outstanding as of October 24, 2025, as stated on the cover of NovoCure’s quarterly report on Form 10-Q.
Which entities are included in the Soleus Capital group in this NovoCure 13G/A?
The reporting group includes Soleus Capital Master Fund, L.P. and several Soleus-affiliated entities plus Guy Levy. These are Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, L.P., Soleus GP, LLC, and individual reporting person Guy Levy.
Does Soleus Capital seek to influence control of NovoCure (NVCR)?
The filing states the NovoCure securities were not acquired to change or influence control. The certification explains the shares are not held for control purposes or in connection with any transaction intended to affect control, except activities tied to a nomination under Rule 14a-11.
What voting and dispositive power does Soleus Capital report over NovoCure shares?
The Soleus group reports zero sole voting or dispositive power and full shared power. They disclose shared voting power over 8,530,665 NovoCure shares and shared dispositive power over the same amount, with no sole authority over any of the reported shares.
On what date is the NovoCure ownership position measured for this Soleus filing?
The ownership position relates to an event dated December 31, 2025. The reported 7.6% stake is calculated using NovoCure’s 111,981,981 ordinary shares outstanding as of October 24, 2025, as disclosed on the cover of NovoCure’s Form 10-Q for the quarter ended September 30, 2025.
