10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                       to

Commission File Number 001-37565

NovoCure Limited

(Exact Name of Registrant as Specified in Its Charter)

Jersey (Channel Islands)	98-1057807
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

Le Masurier House

La Rue Le Masurier

St. Helier, Jersey JE2 4YE

(Address of principal executive offices)

+44 (0) 15 3475 6700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of May 6, 2016
Ordinary shares, no par value	84,519,932 Shares

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In addition to historical facts or statements of current condition, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements contained in this report are based on our current plans, expectations, hopes, beliefs, intentions or strategies concerning future developments and their impact on us.  Forward-looking statements contained in this report constitute our expectations or forecasts of future events as of the date this report was filed with the Securities and Exchange Commission and are not statements of historical fact. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Such statements may include words such as “anticipate,” “will,” “estimate,” “expect,” “project,” “intend,” “should,” “plan,” “believe,” “hope,” and other words and terms of similar meaning in connection with any discussion of, among other things, future operating or financial performance, strategic initiatives and business strategies, regulatory or competitive environments, our intellectual property and delivery system research and development. In particular, these forward-looking statements include, among others, statements about:

· our research and development, clinical trial and commercialization activities and projected expenditures;

· the further commercialization of Optune, our first tumor treating fields (“TTFields”) delivery system, and our other TTFields delivery system candidates;

· our business strategies and the expansion of our sales and marketing efforts in the United States and in other countries;

· the market acceptance of Optune and our other TTFields delivery systems by patients, physicians, third-party payers and others in the healthcare and scientific community;

· our plans to pursue the use of TTFields for the treatment of other solid tumor cancers;

· our estimates regarding revenues, expenses, capital requirements and needs for additional financing;

· our ability to obtain regulatory approvals for additional indications and any future TTFields delivery systems;

· our ability to acquire the supplies needed to manufacture our TTFields delivery systems from third-party suppliers;

· our ability to manufacture adequate supply;

· our ability to secure adequate coverage from third-party payers to reimburse us for Optune or future TTFields delivery systems;

· our ability to maintain and develop our intellectual property position;

· our cash needs; and

· our prospects, financial condition and results of operations.

These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Factors which may cause such differences to occur include those risks and uncertainties set forth under Part I, Item 1A., “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as well as other risks and uncertainties set forth from time to time in the reports we file with the U.S. Securities and Exchange Commission. We do not intend to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

TRADEMARKS

This Quarterly Report on Form 10-Q includes trademarks of NovoCure Limited and other persons. All trademarks or trade names referred to herein are the property of their respective owners

ii

NovoCure Limited

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward Looking Statements		ii
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
	Signatures	20

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PART I—FINANCIAL INFORMATION

Item 1.  Financial Statements

NOVOCURE LIMITED AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

	March 31,		December 31,
	2016		2015
	Unaudited		Audited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	115,932	$	119,423
Short-term investments		119,842		150,001
Restricted cash		86		87
Receivables and prepaid expenses		11,335		10,799
Inventories		16,446		13,594
Total current assets		263,641		293,904
LONG-TERM ASSETS:
Property and equipment, net		7,090		6,552
Field equipment, net		7,211		6,029
Severance pay fund		84		79
Other long-term assets		992		772
Total long-term assets		15,377		13,432
TOTAL ASSETS	$	279,018	$	307,336

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

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NOVOCURE LIMITED AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands (except share data)

	March 31,			December 31,
	2016			2015
	Unaudited			Audited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables	$	18,578		$	16,755
Other payables and accrued expenses		10,850			11,872
Total current liabilities		29,428			28,627
LONG-TERM LIABILITIES:
Long-term loan, net of discount and issuance costs		23,193			23,097
Employee benefit liabilities		2,823			2,057
Other long-term liabilities		3,148			2,735
Total long-term liabilities		29,164			27,889
TOTAL LIABILITIES		58,592			56,516
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares no par value, unlimited shares authorized ; issued and outstanding:    84,426,720 shares and 83,778,581 shares at March 31, 2016 and December 31,    2015, respectively		-			-
Additional paid-in capital		645,919			640,406
Accumulated other comprehensive loss		(1,975	)		(1,505	)
Accumulated deficit		(423,518	)		(388,081	)
Total shareholders' equity		220,426			250,820
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	279,018		$	307,336

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

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NOVOCURE LIMITED AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands (except share and per share data)

	Three months ended March 31,						Year ended December 31,
	2016			2015			2015
	Unaudited						Audited
Net revenues	$	13,053		$	5,208		$	33,087
Cost of revenues		7,982			3,897			20,610
Gross profit		5,071			1,311			12,477
Operating costs and expenses:
Research, development and clinical trials		11,445			9,927			43,748
Sales and marketing		13,308			6,355			38,861
General and administrative		12,256			6,975			33,864
Total operating costs and expenses		37,009			23,257			116,473
Operating loss		(31,938	)		(21,946	)		(103,996	)
Financial expenses, net		549			591			3,151
Loss before income tax expense		(32,487	)		(22,537	)		(107,147	)
Income tax expense		2,950			736			4,434
Net loss	$	(35,437	)	$	(23,273	)	$	(111,581	)
Basic and diluted net loss per ordinary share	$	(0.42	)	$	(1.77	)	$	(3.67	)
Weighted average number of ordinary shares used in computing basic and    diluted net loss per share		84,397,164			13,140,321			30,401,603

CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME

U.S. dollars in thousands

	Three months ended March 31,						Year ended December 31,
U.S. dollars in thousands	2016			2015			2015
Net loss	$	(35,437	)	$	(23,273	)	$	(111,581	)
Other comprehensive loss, net of tax :
Pension benefit plan		(470	)		-			(1,505	)
Total comprehensive loss	$	(35,907	)	$	(23,273	)	$	(113,086	)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

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NOVOCURE LIMITED AND SUBSIDIARIES

CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

U.S. dollars in thousands (except share data)

	Ordinary shares			Preferred shares			Additional paid-in		Accumulated other comprehensive			Accumulated			Total shareholders'
	Shares			Shares			capital		loss			deficit			equity
Balance as of January 1, 2015 (audited)		13,431,414			58,676,017		$	374,375	$	-		$	(276,500	)	$	97,875
Share-based compensation to employees		-			-			11,860		-			-			11,860
Exercise of options and warrants		731,665			-			2,038		-			-			2,038
Issuance of series J preferred shares, net (a)		-			4,068,500			94,599		-			-			94,599
Issuance of shares and options in respect of    settlement, net of fair value of shares    provided    as indemnification		(1,005,210	)		-			-		-			-			-
Issuance of ordinary shares upon IPO and    exercise of over-allotment, net (b)		7,876,195			-			157,534		-			-			157,534
Conversion of preferred shares to ordinary    shares		62,744,517			(62,744,517	)		-		-			-			-
Other comprehensive loss, net of tax benefit		-			-			-		(1,505	)		-			(1,505	)
Net loss		-			-			-		-			(111,581	)		(111,581	)
Balance as of December 31, 2015 (audited)		83,778,581			-			640,406		(1,505	)		(388,081	)		250,820
Share-based compensation to employees		-			-			5,456		-			-			5,456
Exercise of options and warrants		648,139			-			57		-			-			57
Other comprehensive loss, net of tax benefit		-			-			-		(470	)		-			(470	)
Net loss		-			-			-		-			(35,437	)		(35,437	)
Balance as of March 31, 2016 (unaudited)		84,426,720			-		$	645,919	$	(1,975	)	$	(423,518	)	$	220,426

(a) Net of issuance expenses of $319

(b) Net of issuance expenses (including underwriter fees) of $15,742

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

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NOVOCURE LIMITED AND SUBSIDIARIES

CONDENSED INTERIM CONSOLIDATED CASH FLOWS

U.S. dollars in thousands

	Three months ended March 31,						Year ended December 31,
	2016			2015			2015
	Unaudited						Audited
Cash flows from operating activities:
Net loss	$	(35,437	)	$	(23,273	)	$	(111,581	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,103			524			3,153
Asset write-downs and impairment		5			31			46
Accrued interest expense		637			412			672
Share-based compensation to employees		5,456			1,812			11,860
Amortization of discount (premium)		(17	)		55			329
Increase in receivables and prepaid expenses		(536	)		(947	)		(5,088	)
Increase in inventories		(2,852	)		(3,732	)		(10,148	)
Increase in other long-term assets		(167	)		(10	)		(381	)
Increase (decrease) in trade payables		1,823			(672	)		6,961
Increase (decrease) in other payables and accrued expenses		(1,643	)		(2,719	)		3,579
Increase in employee benefit liabilities, net		238			7			133
Increase in other long-term liabilities		413			46			581
Net cash used in operating activities	$	(30,977	)	$	(28,466	)	$	(99,884	)
Cash flows from investing activities:
Purchase of property and equipment	$	(1,002	)	$	(609	)	$	(4,667	)
Purchase of field equipment		(1,826	)		(1,038	)		(5,604	)
Decrease (increase) in restricted cash		1			(73	)		(26	)
Proceeds from maturity of short-term investments		150,000			45,000			104,000
Purchase of short-term investments		(119,728	)		(21,997	)		(208,998	)
Net cash provided by (used in) investing activities	$	27,445		$	21,283		$	(115,295	)
Cash flows from financing activities:
Proceeds from issuance of shares, net	$	-		$	-		$	252,133
Proceeds from long-term loan, net		-			23,806			22,886
Repayment of other long-term loan		(16	)		(16	)		(63	)
Purchase of shares in respect of settlement		-			(5	)		(5	)
Exercise of options and warrants		57			3			2,038
Net cash provided by financing activities	$	41		$	23,788		$	276,989
Increase (decrease) in cash and cash equivalents		(3,491	)		16,605			61,810
Cash and cash equivalents at the beginning of the period		119,423			57,613			57,613
Cash and cash equivalents at the end of the period	$	115,932		$	74,218		$	119,423
Supplemental cash flow activities:
Cash paid during the period for:
Income taxes	$	1,582		$	95		$	1,489
Interest	$	664		$	6		$	1,688
Non-cash investing activity:
Long-term loan issuance costs and discount	$	-		$	1,085		$	-

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements

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NOVOCURE LIMITED AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

U.S. dollars in thousands (except share data)

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

Organization.  NovoCure Limited (including its consolidated subsidiaries, the “Company”) was incorporated in Jersey and is principally engaged in the development, manufacture and commercialization of TTFields for the treatment of solid tumors. Since inception, the Company has devoted substantially all of its efforts to developing a family of products to deliver TTFields for a variety of solid tumor indications, raising capital and recruiting personnel. The Company has regulatory approvals and clearances in certain countries for Optune, its first TTFields delivery system, to treat glioblastoma. The Company commenced marketing Optune in the United States at the end of 2011, in certain countries in Europe in 2014 and in Japan in 2015.

Financial statement preparation. The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries, and intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2016.

The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the 2015 10-K  are applied consistently in these unaudited interim consolidated financial statements.

Recently Issued Accounting Pronouncements. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02-Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in ASU 2016-09 affect all entities that issue share-based payment awards to their employees and involve multiple aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

NOTE 2: SHORT-TERM INVESTMENTS

The Company invests in marketable U.S. Treasury Bills (“T-bills”) that are classified as held-to-maturity securities. The amortized cost and recorded basis of the T-bills are presented as short-term investments in the amount of $119,842 and $150,001 as of March 31, 2016 and December 31, 2015, respectively, and their estimated fair value as of March 31, 2016 and December 31, 2015 was $119,778 and $149,978, respectively.

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NOTE 3: INVENTORIES

Inventories are stated at the lower of cost or market. The weighted average methodology is applied to determine cost. As of March 31, 2016 and December 31, 2015, the Company’s inventories were composed of:

	March 31,		December 31,
	2016		2015
	Unaudited		Audited
Raw materials	$	3,593	$	3,518
Work in progress		6,138		4,618
Finished products		6,715		5,458
Total	$	16,446	$	13,594

NOTE 4: COMMITMENTS AND CONTINGENT LIABILITIES

The facilities of the Company are leased under various operating lease agreements for periods ending no later than 2023. The Company also leases motor vehicles under various operating leases, which expire on various dates, the latest of which is in 2019.

As of March 31, 2016 and December 31, 2015, the Company pledged bank deposits of $317 and $133, respectively, to cover bank guarantees in respect of its leases of operating facilities and obtained guarantees by the bank for the fulfillment of the Company’s lease commitments of $472 and $283, respectively.

NOTE 5: SHARE CAPITAL

In January 2016, warrants for a total of 975,644 ordinary shares with an exercise price of $18.09 per shares were cashlessly exercised, resulting in the issuance of 315,155 ordinary shares.

NOTE 6: EQUITY INCENTIVE PLAN

In September 2015, the Company adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”). The 2015 Plan replaced the 2013 Share Option Plan.  Under the 2015 Plan, the Company can issue various types of equity compensation awards such as restricted shares, performance shares, restricted stock units, performance units, long-term cash award and other share-based awards.  

The options granted under the 2015 Plan generally have a four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan that are cancelled or forfeited before expiration become available for future grant.

As of March 31, 2016, 13,260,713 ordinary shares were available for grant under the 2015 Plan.  

A summary of the status of the Company’s option plans as of March 31, 2016 and changes during the period then ended is presented below:

	Three months ended March 31, 2016
	Unaudited
	Number of options			Weighted average exercise price
Outstanding at beginning of year		10,134,829		$	8.20
Granted		1,711,575			14.45
Exercised		(332,984	)		0.17
Forfeited and cancelled		(24,620	)		16.54
Outstanding as of March 31, 2016		11,488,800			9.35
Exercisable options		5,871,196			4.18
Vested and expected to vest		11,303,362		$	9.27

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NOTE 6: EQUITY INCENTIVE PLAN (Cont.)

The fair value of share-based awards was estimated using the Black-Scholes option-pricing model for all grants with the following underlying assumptions: 

	Three months ended March 31,				Year ended December 31,
	2016	2015			2015
	Unaudited				Audited
Expected term (years)	6.25		6.25		6.25
Expected volatility	59.80%-60.19%		65.80	%	59.00%-65.80%
Risk-free interest rate	1.52%-1.88%		1.90	%	1.74%-2.05%
Dividend yield	0%	0%			0%

The total non-cash share-based compensation expenses related to all of the Company’s equity-based awards recognized for the three months ended March 31, 2016 and 2015 and the year ended December 31, 2015 were:

	Three months ended March 31,				Year ended December 31,
	2016		2015		2015
	Unaudited				Audited
Cost of revenues	$	141	$	13	$	174
Research, development and clinical trials		763		421		2,529
Sales and marketing		1,290		408		2,496
General and administrative		3,262		970		6,661
Total share-based compensation expense	$	5,456	$	1,812	$	11,860

In September 2015, the Company adopted an employee share purchase plan (“ESPP”) to encourage and enable eligible employees to acquire ownership of the Company’s ordinary shares purchased through accumulated payroll deductions on an after-tax basis. In the United States, the ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code and the provisions of the ESPP will be construed in a manner consistent with the requirements of such section. The Company intends to begin offerings under the ESPP in 2016.  As of Mach 31, 2016, 1,667,785 ordinary shares were available to be purchased by eligible employees under the ESPP and no shares have been offered under the ESPP.

NOTE 7: SUPPLEMENTAL INFORMATION

The Company operates in a single reportable segment.

The following table presents long-lived assets by location:

	March 31,		December 31,
	2016		2015
	Unaudited		Audited
United States	$	7,358	$	6,600
Switzerland		4,770		4,204
Israel		1,775		1,376
Others		397		401
Total	$	14,300	$	12,581

The Company’s revenues by geographic region, based on the customer’s location, are summarized as follows:

	Three months ended March 31,				Year ended December 31,
	2016		2015		2015
	Unaudited				Audited
United States	$	12,013	$	4,974	$	30,961
Europe, Japan and other markets		1,040		234		2,126
Total	$	13,053	$	5,208	$	33,087

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NOTE 8: SUBSEQUENT EVENTS

In April and May 2016, certain investors and employees exercised an aggregate of 1,349,489 warrants and options to purchase ordinary shares, resulting in the issuance of 1,096,752 ordinary shares.  Warrants to purchase 888,219 ordinary shares were exercised cashlessly, resulting in the issuance of 635,482 ordinary shares.  The total purchase price received by the Company related to the warrant and option exercises was $847.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide information to assist you in better understanding and evaluating our financial condition and results of operations. We encourage you to read this MD&A in conjunction with our consolidated financial statements for the period ended March 31, 2016 included in Part I, Item 1 of this Quarterly Report on Form 10-Q.  This discussion contains forward-looking statements that involve risks and uncertainties.  As a result of many factors, such as those set forth under Part I, Item 1A, “Risk Factors”, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 10-K”), our actual results may differ materially from those anticipated in these forward-looking statements. References to the words “we,” “our,” “us,” and the “Company” in this report refer to NovoCure Limited, including its consolidated subsidiaries.

Overview

We are a commercial-stage oncology company developing a novel, proprietary therapy called TTFields for the treatment of solid tumor cancers. TTFields is a low-toxicity anti-mitotic treatment that uses low-intensity, intermediate frequency, alternating electric fields to exert physical forces on key molecules inside cancer cells, disrupting the basic machinery necessary for normal cell division, leading to cancer cell death. Physicians have typically treated patients with solid tumors using one or a combination of three principal treatment modalities—surgery, radiation and pharmacological therapies. Despite meaningful advancements in each of these modalities, a significant unmet need to improve survival and quality of life remains. We believe we will establish TTFields as a new treatment modality for a variety of solid tumors that increases survival without significantly increasing side effects when used in combination with other cancer treatment modalities.

We were founded in 2000 and operated as a development stage company through December 31, 2011. We initially received U.S. Food and Drug Administration (“FDA”) approval for Optune, our first commercial TTFields delivery system, in 2011 for use as a monotherapy treatment for adult patients with glioblastoma brain cancer, or GBM, following confirmed recurrence after chemotherapy. In November 2014, our phase 3 pivotal trial of Optune in combination with chemotherapy for patients with newly diagnosed GBM met its endpoints after a pre-specified interim analysis showed significant improvements in both progression free and overall survival. In October 2015, we received FDA approval to market Optune for the treatment of adult patients with newly diagnosed GBM in combination with temozolomide, a chemotherapy drug. We anticipate that Optune will be added to the National Comprehensive Cancer Network (NCCN) Clinical Practice Guidelines in Oncology for Central Nervous System Cancers for newly diagnosed GBM in 2016.

We have built a commercial organization and launched Optune in the United States, Germany, Switzerland and Japan, which we refer to as our currently active markets. As we enter each new market, our commercial activities focus initially on establishing the required in-market infrastructure, certifying physicians to prescribe Optune and obtaining a defined reimbursement pathway. Once established, our commercial efforts turn to increasing adoption. We believe that TTFields will transform the standard of care for patients with GBM.

In December 2015, we submitted a partial amendment application to the Japanese Pharmaceuticals and Medical Devices Agency in connection with our application for approval of Optune for the treatment of patients with newly diagnosed GBM. We hope to receive Japanese Ministry of Health, Labour and Welfare (MHLW) approval for this indication in late 2016. The MHLW approved the use of Optune to treat patients with recurrent GBM in March 2015. We plan to wait until we receive MHLW approval for the use of Optune to treat patients with newly diagnosed GBM before we submit an application for public reimbursement of Optune in Japan.

We continue to invest in the improvement of Optune to enhance ease of use for patients. In the fourth quarter of 2015, we began making our second generation Optune system available to patients in Europe. In December 2015, we filed a PMA supplement application with the FDA, seeking approval to market the second generation of Optune in the United States for its approved indications. We subsequently received and, in April 2016, responded to questions from the FDA on the PMA supplement application. Assuming that we do not receive additional comments or requests for information from the FDA, we hope to begin marketing our second generation Optune system in the United States in the third quarter of 2016.

We have researched the biological effects of TTFields extensively. Because TTFields are delivered regionally, act only on mitotic cells and are tuned to target cells of a specific size, there is minimal damage to healthy cells. We believe our pre-clinical and clinical research demonstrates that TTFields’ mechanism of action affects fundamental aspects of cell division and can have broad applicability across a variety of solid tumors. We have demonstrated in pre-clinical studies that TTFields can offer additive or synergistic benefits in combination with radiation, chemotherapy, and immunotherapy, which may lead to greater efficacy than radiation, chemotherapy, and immunotherapy alone, without appearing to increase the side effects of the other cancer treatments. In addition to our clinical and commercial progress in GBM, we are currently planning or conducting clinical trials evaluating the use of TTFields in brain metastases, non-small-cell lung cancer (“NSCLC”), pancreatic cancer, ovarian cancer and mesothelioma.

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Results from the first cohort of our PANOVA trial, a phase 2 pilot trial in advanced pancreatic adenocarcinoma examining TTFields in combination with chemotherapy, were presented at the American Society of Clinical Oncology Gastrointestinal Cancers Symposium in January 2016. The first cohort was designed to test the feasibility, safety and preliminary efficacy of TTFields in combination with gemcitabine, a chemotherapy drug, and included 20 patients with advanced pancreatic cancer whose tumors could not be removed surgically and who had not received chemotherapy or radiation therapy prior to the clinical trial. Efficacy results based on the 20 patients in the first cohort showed that progression free survival, or PFS, and overall survival, or OS, of patients treated with TTFields combined with gemcitabine were more than double those of gemcitabine-treated historical controls. Median PFS in the TTFields-treated group was 8.3 months (compared to 3.7 months in gemcitabine historical controls) and median OS was 14.9 months (compared to 6.7 months in gemcitabine historical controls). Median one-year survival was 55% (compared to 22% in gemcitabine historical controls). Thirty percent of the evaluable tumors (n=19) had partial responses (compared to 7% with gemcitabine alone) and another 30% had stable disease. Adverse events reported in this combination study were comparable to those reported with gemcitabine alone, suggesting minimal added toxicities due to TTFields. The only delivery system-related toxicities were mild-to-moderate local rash beneath the transducer arrays, which was seen in 10 of the 20 patients. Following the approval of nab-paclitaxel, a taxane-based chemotherapy, for the treatment of advanced pancreatic cancer, the PANOVA study was expanded to include 20 additional patients treated with TTFields in combination with nab-paclitaxel and gemcitabine. We expect to finish enrollment of the second patient cohort in 2016 and, with an expected six month follow-up period, we anticipate that phase 2 pilot data will be available for presentation in 2017.

We anticipate expanding our clinical pipeline over time to study the safety and efficacy of TTFields for additional solid tumor indications.

We own all commercialization rights to TTFields in oncology.  Our robust global patent and intellectual property portfolio consists of over 50 issued patents, with numerous additional patent applications pending worldwide. We believe we will maintain exclusive rights to market TTFields for all solid tumor indications in our key markets through the life of our patents.

Financial Overview. We expect to continue to incur significant expenses and operating losses for at least the next several years. We expect our research, development and clinical trials expenses to increase in connection with our ongoing activities, and as additional indications enter late-stage clinical development. In addition, we expect to incur significant commercialization expenses for product sales, marketing, manufacturing and distribution. We may need additional funding to support the continuation of our operating activities. Until we can generate substantial revenues (which may not occur), we expect to finance our cash needs through our existing cash, cash equivalents, and short-term investments, equity issuances or additional debt, and possibly also from collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. We will need to generate significant revenues to achieve profitability, and we may never do so.

Critical accounting policies and estimates

In accordance with U.S. GAAP, in preparing our financial statements, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. We develop and periodically change these estimates and assumptions based on historical experience and on various other factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates.

The critical accounting policies requiring estimates, assumptions and judgments that we believe have the most significant impact on our consolidated financial statements can be found in our 2015 Form 10-K.  There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our 2015 Form 10-K.

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Results of Operations

We account for revenue when cash is collected and all other revenue recognition criteria have been met. We report certain operating statistics to provide additional insight into the commercial performance of Optune in our currently active markets.

Prescriptions are a leading indicator of Optune demand. The conversion of prescriptions to new patients is driven by the prescription fill rate and the time to fill. The prescription fill rate for the twelve months ended March 31, 2016 was 75%. The increase in or decrease of active patients in any given period reflects the number of new patients starting on therapy, driven by filled prescriptions, as compared to the number of patients discontinuing therapy, which reflects the treatment duration for patients starting in prior periods.

The following table includes certain commercial operating statistics for and as of the end of the periods presented.

	Three months ended March 31,
Operating statistics	2016		2015
Prescriptions received in period (1)
United States		684		411
Germany, Switzerland and other EMEA markets (2)		71		26
Japan (2)		-		-
		755		437
Active patients at period end (3)
United States		699		347
Germany, Switzerland and other EMEA markets (2)		98		25
Japan (2)		-		-
		797		372

(1) A “prescription received” is a commercial order for Optune that is received from a physician certified to treat patients with TTFields therapy for a patient not previously on TTFields therapy. Orders to renew or extend treatment are not included in this total. In the future, we may have regulatory approvals and commercial programs for multiple clinical indications, at which time we will recognize a commercial order as a prescription for the same patient for each clinical indication treated. For example, in the future, a patient may have a prescription for the treatment of lung cancer and a prescription for the treatment of brain metastases from the lung cancer.

(2) As we enter each new market, our commercial activities focus initially on establishing the required in-market infrastructure, certifying physicians to prescribe Optune and obtaining a defined reimbursement pathway. Once established, our commercial efforts turn to increasing adoption.

(3) An “active patient” is a patient who is on TTFields therapy under a commercial prescription order as of the measurement date, including patients who may be on a temporary break from treatment and who plan to resume treatment in less than 60 days.  

We view our operations and manage our business in one operating segment. For the three month period ended March 31, 2016, our net revenues were $13.1 million and our net losses were $35.4 million. Our net loss for the three month period ended March 31, 2016 includes $5.5 million in non-cash share-based compensation expense. As of March 31, 2016, we had an accumulated deficit of $423.5 million.

Three months ended March 31, 2016 compared to three months ended March 31, 2015

	Three Months Ended March 31,
	2016		2015		Change		% Change
Net revenues	$	13,053	$	5,208	$	7,845		151	%

Net revenues.  Substantially all of our revenues are derived from patients using our TTFields delivery system, marketed as Optune in our currently active markets. We charge patients or their third-party healthcare payers directly on a monthly basis and bear the financial risk of securing payment in the United States and Europe.

We account for revenue when cash is collected and other revenue recognition criteria have been met as we have not yet built up sufficient history with each individual third-party payer to reliably estimate their individual payment patterns. As a result, revenue in

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the reported periods is a mixture of amounts collected from patients using Optune in the period and amounts collected for use of Optune in prior periods.

Net revenues increased by $7.8 million, or 151%, to $13.1 million for the three months ended March 31, 2016 from $5.2 million for the three months ended March 31, 2015. The increase was primarily due to an increase of $7.0 million in commercial sales of Optune in the United States, driven by an increase in Optune adoption as well as to an increase of $0.8 million in commercial sales of Optune in our other currently active markets, also driven by an increase in Optune adoption .

Cost of revenues.  Our cost of revenues is comprised primarily of (i) cost of the disposable transducer arrays purchased from third-party manufacturers, (ii) depreciation expense for field equipment, including the electric field generator used by patients and (iii) personnel, warranty and overhead costs such as facilities, freight and depreciation of property, plant and equipment associated with managing our inventory, warehousing and order fulfillment functions.  Our cost of revenues increased by $4.1 million, or 105%, to $8.0 million for the three months ended March 31, 2016 from $3.9 million for the three months ended March 31, 2015. The change was due to an increase in Optune adoption, resulting in a $2.2 million increase in the cost of transducer array shipments and a $1.2 million increase in personnel costs to establish the infrastructure necessary to support an increasing volume of shipments.

Operating Expenses.Our operating expenses consist of research, development and clinical trials, sales and marketing and general and administrative expenses.  Personnel costs are a significant component for each category of operating expenses and consist of wages, benefits and bonuses.  Personnel costs also include share-based compensation.  

	Three Months Ended March 31,
	2016		2015		Change		% Change
Research, development and clinical trials	$	11,445	$	9,927	$	1,518		15	%
Sales and marketing		13,308		6,355		6,953		109	%
General and administrative		12,256		6,975		5,281		76	%
	$	37,009	$	23,257	$	13,752
Non-cash expenses:
Share-based compensation expense	$	5,315	$	1,799	$	3,516		195	%
Other non-cash expenses		606		179		427		239	%
Total non-cash expenses	$	5,921	$	1,978	$	3,943		199	%
Total operating expenses, net of non-cash expenses	$	31,088	$	21,279	$	9,809		46	%

Research, development and clinical trials expenses.  Research, development and clinical trials expenses increased by $1.5 million, or 15%, to $11.4 million for the three months ended March 31, 2016 from $9.9 million for the three months ended March 31, 2015. The change was primarily due to an increase of $1.6 million in personnel costs (including an increase of $0.4 million in share-based compensation), and an increase of $0.4 million in general expenses primarily related to clinical education and investigator-sponsored trials, partially offset by a decrease of $0.4 million in expenses related to the development of our second generation Optune system.  

Sales and marketing expenses.  Sales and marketing expenses increased by $6.9 million, or 109%, to $13.3 million for the three months ended March 31, 2016 from $6.4 million for the three months ended March 31, 2015. The change was primarily due to an increase of $4.0 million in personnel costs (including an increase of $0.9 million in share-based compensation) and an increase of $2.8 million in marketing expenses, reflecting our increased commercial operations in the United States and Germany and our ongoing efforts to establish commercial operations in Switzerland and Japan.  

General and administrative expenses.  General and administrative expenses increased by $5.3 million, or 76%, to $12.3 million for the three months ended March 31, 2016 from $7.0 million for the three months ended March 31, 2015. The change was primarily due to an increase of $3.8 million in personnel costs (including an increase of $2.3 million in share-based compensation), and an increase of $0.8 million in professional services to support our enterprise resource planning system implementation and public company-related activities.  

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Financial expenses, net.  Financial expenses, net primarily consists of interest expense and related debt issuance costs under our Loan and Security Agreement dated as of January 7, 2015, between us, as borrower, and Biopharma Secured Investments III Holdings Cayman LP, as lender (the “Term Loan Credit Facility”), interest income from cash balances and short-term investments and gains (losses) from foreign currency transactions.  

	Three Months Ended March 31,
	2016		2015		Change		% Change
Income tax expenses	$	2,950	$	736	$	2,214		301	%

Income taxes.  Income taxes increased by $2.2 million to $2.9 million for the three months ended March 31, 2016. The change was primarily attributable to an increase in the statutory tax provisions for Switzerland and the United States as well as an increase in our provision for uncertain tax positions.

Liquidity and Capital Resources

Sources of Liquidity

Since inception, we have financed our operations primarily through the issuance and sale of equity and the proceeds from long-term loans. As of March 31, 2016, we had received a total of $614.0million from these activities. As of March 31, 2016, we had an accumulated deficit of $423.5 million since inception.

Our net losses were $35.4 million for the three months ended March 31, 2016 and $111.6 million for the year ended December 31, 2015. Our net losses primarily resulted from costs incurred in connection with our pre-clinical and clinical trial programs, costs incurred in our commercial launch efforts, and general and administrative costs necessary to operate as a multi-national oncology business.

As of March 31, 2016, we had $115.9 million of cash and cash equivalents, and $119.8 million of short-term investments.  We believe our cash and cash equivalents and short term investments as of March 31, 2016, as well as the $75 million available to be drawn under our Term Loan Credit Facility through June 30, 2016, are sufficient for our operations for at least the next 12 months based on our existing business plan and our ability to control the timing of significant expense commitments. We expect that our research, development and clinical trials expenses, sales and marketing expenses and general and administrative expenses will continue to increase over the next several years. As a result, we may need to raise additional capital in the future to fund our operations.

	Three Months Ended March 31,
	2016			2015
	(in thousands)
Net cash used in operating activities	$	(30,977	)	$	(28,466	)
Net cash provided by investing activities		27,445			21,283
Net cash provided by financing activities		41			23,788
Net increase in cash and cash equivalents		(3,491	)		16,605
Changes in short-term investments (included in investing    activities)		(30,272	)		(23,003	)
Net increase in cash, cash equivalents and short-term    investments	$	(33,763	)	$	(6,398	)

Operating activities

Net cash used in operating activities primarily represents our net loss for the periods presented. Adjustments to net loss for non-cash items include depreciation, share-based compensation and accrued interest. Operating cash flows are also impacted by changes in operating assets and liabilities, principally inventories, prepaid expenses, trade payables and accrued expenses.

Net cash used in operating activities was $31.0 million for the three months ended March 31, 2016, as compared to $28.5 million for the three months ended March 31, 2015, reflecting a net loss of $35.4 million and a change of $2.7 million in our net operating assets and liabilities, partially offset by non-cash charges of $7.2 million.

The change in our net operating assets and liabilities was primarily the result of an increase in our inventories of $2.9 million necessary to meet anticipated demand and an increase in trade payables of $1.8 million, partially offset by decrease in other payables

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of $1.6 million and other receivables of $0.5 million. Non-cash charges included $5.5 million of share-based compensation, $1.1 million of depreciation and $0.6 million of accrued interest related to our Term Loan Credit Facility.

Investing activities

Our investing activities consist primarily of capital expenditures to purchase property and equipment and field equipment, as well as investments in and redemptions of our short-term investments.

Net cash provided by investing activities was $27.4 million in the three months ended March 31, 2016 attributable to our receipt of $150.0 million from the maturity of short-term investments, partially offset by the purchase of new short-term investments of $119.7 million, purchases of $1.0 million of property and equipment and purchases of $1.8 million of field equipment. Net cash used in investing activities for the same period in 2015 was $21.2 million, attributable to the receipt of $45.0 million from the maturity of short-term investments, partially offset by the purchase of $22.0 million of short-term investments, purchases of property and equipment of $0.6 million and purchases of field equipment of $1.0 million and an increase in restricted cash of $0.1 million.

Financing activities

To date, our primary financing activities have been the sale of equity and the proceeds from long-term loans.

Net cash provided by financing activities was de minimis for the three months ended March 31, 2016.  Net cash provided by financing activities was $23.8 million in the same period of 2015, attributable to a draw under our Term Loan Credit Facility.

Our material outstanding indebtedness consists of our Term Loan Credit Facility, which provides for up to $100.0 million of borrowings in up to four draws, the first of which was made on January 30, 2015 in the amount of $25.0 million of principal resulting in $23.8 million of proceeds net of discount and issuance costs, net. Interest on the outstanding loan is 10% annually, payable quarterly in arrears. As of March 31, 2016, the aggregate principal balance of amounts outstanding under the Term Loan Credit Facility was approximately $25.0 million. Our ability to access the remaining $75.0 million under the Term Loan Credit Facility expires on June 30, 2016. We may prepay the term loans, in whole, at any time, and must prepay in the event of a change of control, in each case, subject to a pay-down fee, prepayment premium and/or make-whole payment. The funding fee payable on the amount drawn on the funding date is 1.5%, the placement fee payable on the amount drawn on the funding date is 1.25%, the pay-down fee on all principal payments to be paid on the date such payments are made is 0.75% and the pre-payment fee if we prepay outstanding loan amounts prior to the first, second or third year from the initial funding date is 3.0%, 2.0% or 1.0%, respectively.

All obligations under the Term Loan Credit Facility are guaranteed by certain of our current and future domestic direct and indirect subsidiaries. In addition, the obligations under the Term Loan Credit Facility are secured by a first-priority security interest in substantially all of the property and assets of, as well as the equity interests owned by, us and the other guarantors.

The Term Loan Credit Facility has a minimum liquidity covenant, which is tested quarterly. In addition, we must meet certain pro forma net sales requirements. The Term Loan Credit Facility contains other customary covenants.

Contractual Obligations and Commitments

There were no material changes in our commitments under contractual obligations during the three months ended March 31, 2016.

The total amount of unrecognized tax benefits for uncertain tax positions was $2.0 million and $1.6 million at March 31, 2016 and December 31, 2015, respectively. Payment of these obligations would result from settlements with taxing authorities. We do not expect a significant tax payment related to these obligations within the next year.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements as defined under SEC rules.

JOBS Act Election

The Jumpstart our Business Startups Act of 2012, or the JOBS Act, permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.  We

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have irrevocably elected to “opt out” of the exemption for the delayed adoption of certain accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes to the Company’s quantitative and qualitative disclosures about market risk from the disclosure provided in the Company’s 2015 Form 10-K.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2016. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2016, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2016, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended March 31, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1.  Legal Proceedings

As of the filing date of this Quarterly Report on Form 10-Q, there were no material legal proceedings.

Item 1A.  Risk Factors

There have been no material changes to the Company’s risk factors from those disclosed in the Company’s 2015 Form 10-K.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

In January 2016, warrants for a total of 975,644 ordinary shares with an exercise price of $18.09 per share were cashlessly exercised, resulting in the issuance of 315,155 ordinary shares.  In January 2016, an employee exercised options to purchase 332,984 ordinary shares at a price per share of $0.17.  We believe that each of these instances was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Regulation S under the Securities Act, under Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering and under Rule 701 promulgated under the Securities Act.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

On May 4, 2016, our Board of Directors appointed William A. Vernon to serve as Lead Independent Director.

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Item 6.  Exhibits

EXHIBIT INDEX

Exhibit		Incorporated by Reference			Filed
Number	Exhibit Description	Form	Date	Number	Herewith
10.1	Employment Agreement with Michael Ambrogi and the Company, dated December 30, 2010 #				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
101.INS	XBRL Instance Document				X
101.SCH	XBRL Taxonomy Extension Schema Document				X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				X
101.PRE	XBRL Extension Presentation Linkbase Document				X

* The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q 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-Q, irrespective of any general incorporation language contained in such filing.

# Compensation plans and arrangements for executive officers and others

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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 thereunto duly authorized.

	NovoCure Limited
Date:  May 10, 2016	/s/ Wilco Groenhuysen
	Wilco Groenhuysen
	Chief Financial Officer
	(principal financial and accounting officer and duly authorized officer)

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EX-10.1

Exhibit 10.1

December 30, 2010

Standen USA, Inc.
170 West Road, Unit #9
Portsmouth, New Hampshire 03801

Mr. Michael J. Ambrogi
[  ]

Dear Michael:

The purpose of this letter (this “Agreement”) is to acknowledge and set forth the terms and conditions of your employment with the Novocure Group.  Your formal employment relationship will be with Standen USA, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Novocure Ltd., a Jersey Isle company (the “Parent”).  All references in Section 7 below to the Company shall be deemed to refer to and include the Parent, the Company and all other subsidiaries of the Parent (collectively, the “Novocure Group”).

1.Start Date.  The Company hereby employs you, and you hereby accept such employment, on the terms and conditions set forth in this Agreement, commencing on January 1, 2011(the “Start Date”).

2.Duties and Responsibilities.  While you are employed by the Company, you will have the title of Chief Operating Officer, and you will report to, and be subject to the direction and control of, the President and Chief Executive Officer of the Company (the “CEO”) as well as the Board of Directors of the Company (the “Board”).  You will have such duties and responsibilities as are commensurate with your position and such other duties and responsibilities as are from time to time assigned to you by the CEO.  While you are employed by the Company, you will devote your full business time, energy and skill to the performance of your duties and responsibilities hereunder; provided, that nothing in this Agreement shall prevent you from accepting appointment to or continuing to serve on any board of directors or trustees of any business corporation, charitable organization or other entity with the consent of the CEO or the Board, which consent shall not be unreasonably withheld.  Notwithstanding the foregoing, you will not engage in any activities that will conflict with the interests of the Company or unreasonably interfere with the conduct of your obligations under this Agreement.

3.Base Salary.  While you are employed by the Company, the Company will pay you a base salary at an initial rate of $325,000 per year.  Your base salary will bepaid in accordance with the usual payroll practices of the Company.

4.Discretionary Annual Bonus.  You will be eligible to receive a discretionary annual cash bonus of up to 50% of your base salary (the “Target Bonus”) for each year beginning with the calendar year ending December 31, 2011, that you are employed by the Company, payable during the first calendar quarter of the year following the year to which the bonus relates, subject to your continued employment through the payment date.  Such bonus will be subject to your successful achievement of performance goals set by the CEO or the Board, in

Mr. Ambrogi
December 30, 2010
Page 2

their sole discretion, including, without limitation, goals based on the operating results of the Novocure Group or your individual performance.

5.Benefits and Fringes.

(a)General.  Except as otherwise provided herein and except as specifically provided in paragraph (b) below in respect of health benefits, while you are employed by the Company, you will be entitled to such benefits and fringes, if any, as are generally provided from time to time by the Company to its employees, subject to the satisfaction of any eligibility requirements.

(b)Health Benefits.  You and your family will receive medical and dental benefits paid by the Company to the medical and dental provider throughout the term of your employment or the Company shall reimburse you for the cost of obtaining the same.  The health and benefit plans described herein will be usual and customary for high quality companies within the industry.

(c)Vacation.  You will also be entitled to three (3) weeks of annual paid vacation in accordance with the Company’s vacation policies in effect from time to time, which may be taken at such times as you elect with due regard to the needs of the Company.

(d)Reimbursement of Business Expenses.  Upon presentation of appropriate documentation and subject to Section 11(c), you will be reimbursed in accordance with the Company’s expense reimbursement policy as in effect from time to time for all reasonable and necessary business expenses incurred in connection with the performance of your duties and responsibilities hereunder.

6.Termination of Employment.

(a)At all times, your employment with the Company is “at-will” which means that your employment with the Company may be terminated at any time by either you or the Company with or without “Cause.”  For purposes of this Agreement, “Cause” shall mean a determination by the Board that any of the following have occurred:  (i) your failure to perform one or more of your material duties and/or responsibilities to the Company that remains unremedied for ten (10) days after written notice to you; (ii) your failure to follow the lawful directives of the Company or the Board that remains unremedied for ten (10) days after written notice to you; (iii) your material violation of any Company policy, including any provision of a Code of Conduct or Code of Ethics adopted by the Company that remains unremedied if capable of being remedied for ten (10) days after written notice to you; (iv) your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that in the reasonable judgment of the Board has caused or is reasonably expected to result in material injury to the Company; (v) your unauthorized use or disclosure of any proprietary information or trade secrets of the Parent or the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company that in the reasonable judgment of the Board has caused or is reasonably expected to result in material injury to the Company; (vi) your conviction of, or plea of guilty or “nolo contendere” to, a felony or misdemeanor (other

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than a traffic offense); (vii) your material breach of any of your obligations under any written agreement with the Parent or the Company that remains unremedied for ten (10) days after written notice to you; (viii) gross misconduct or gross negligence in the performance of your duties; or (ix) any other material misconduct or negligence in the performance of your duties that remains unremedied for ten (10) days after written notice to you.

(b)Subject to Sections 6(c) and 11(c), upon termination of your employment for any reason the Company will have no obligations under this Agreement other than to pay or provide you:  (w) any unpaid base salary through the date of termination, in a lump sum in cash within thirty (30) days after the date of termination; (x) payment in respect of your earned but unused vacation time through the date of termination (but not in excess of one year’s vacation time, ignoring any vacation carried over from prior years) in a lump sum in cash within thirty (30) days after the date of termination, (y) reimbursement for any unreimbursed expenses incurred through the date of termination, in a lump sum in cash within thirty (30) days after the date of termination; and (z) benefits in accordance with the terms of the applicable plans and programs of the Company.

(c)In addition to the payments and benefits set forth in Sections [4] and 6(b), upon a termination of your employment by (i) the Company other than (A) for Cause or (B) as a result of your death or Disability (as defined in the Plan) or (ii) by you for “Good Reason” (as defined below), then, subject to your timely execution of a release of claims in substantially the form attached hereto as Exhibit A (the “Release”) within twenty-one (21) days following the date of termination (or if required by applicable law based on the circumstances of the employment termination, within forty-five (45) days following the date of termination) and the expiration of the seven (7) day right of revocation with respect to the Release, the Company shall (I) continue to pay to you your base salary, payable in substantially equal installments through the Company’s normal payroll practices, without interest, commencing with the first payroll date after the date of termination and continuing until the earlier of (x) the date six (6) months following the date of termination and (y) the date on which you accept employment from a third party, and (II) provided you timely elect continuation coverage pursuant to Part 6 of Title I of ERISA (“COBRA”) and pay the full monthly premiums for COBRA coverage under the Company’s medical plan, the Company shall pay you an amount equal to the monthly premium for COBRA continuation coverage under the Company’s medical plan as in effect as of the date of termination with respect to the level of coverage in effect for you and your eligible dependents as of the date of termination, on a monthly basis on the first business day of the calendar month next following the calendar month in which the applicable COBRA premiums were paid by you, with respect to the period from the date of termination until the earlier of (x) the date six (6) months following the date of termination and (y) the date on which you accept employment from a third party, and (III) an additional portion of the Option shall automatically vest on the date of such termination in an amount equal to the portion of the Option that would have vested on the next scheduled Vesting Date but for the termination of your employment hereunder.  Subject to Section 11(c) of this Agreement, the payments described in this Section 6(c) will be paid or provided (or begin to be paid or provided) as soon as administratively practicable after the Release becomes irrevocable; provided, that with respect to any such amounts that constitute “nonqualified deferred compensation” subject to Section 409A of the Internal Revenue Code of

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1986, as amended (the “Code”), if the period during which you may consider and revoke the Release begins in one taxable year and ends in a second taxable year, such payment shall not commence until the second taxable year.

(d)For purposes of this Agreement, “Good Reason” shall mean that you have complied with the “Good Reason Process” following the occurrence of any of the following events:  (i) the Company’s material failure to make any required payment to you hereunder; (ii) the substantial diminution of your duties or responsibilities through no fault of your own; (iii) a reduction in your Base Salary or Target Bonus of more than 10%, unless such reduction is applied to all senior executives; or (iv) the Company’s willful breach of any of its material obligations under any written agreement with you.  For purposes of this Agreement, “Good Reason Process” shall mean that (a) you notify the Company and the Board in writing of the occurrence of the alleged Good Reason condition within thirty (30) days of you becoming aware of the occurrence of such condition; (b) the Company shall have a period of not less than thirty (30) days following such notice (the “Cure Period”) to remedy the alleged condition, during which time you cooperate in good faith with the Company’s efforts to remedy the condition; (c) the alleged Good Reason condition is not remedied during the Cure Period; and (d) you terminate your employment within sixty (60) days after the end of the Cure Period.  If the Company cures the alleged Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

7.Covenants.

(a)Non-Competition.  So long as you are employed by the Company under this Agreement and for the six (6)-month period following the termination of your employment with the Company for any reason (the “Restricted Period”), you agree that you will not, directly or indirectly, without the prior written consent of the Company, engage in Competition with the Novocure Group.  “Competition” means participating, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any other capacity whatsoever in any business or in the development of any business if (A) such business competes or would compete with the Novocure Group and (B) your activities related to such business would create the opportunity for you to use confidential and proprietary information of the Novocure Group in connection with any other product being developed, manufactured, supplied or sold by any such business or business under development that competes with or upon introduction of a product would compete with the TTF therapy of the Novocure Group.  For the avoidance of doubt and by way of example, the foregoing restrictions would not preclude you from being employed by a pharmaceutical company during the restricted period to the extent that your activities at such pharmaceutical company would not be directly related to the development, marketing or sale of products that are directly competitive with the TTF therapy.  Notwithstanding the foregoing, nothing contained in this Section 7(a) shall prohibit you from (i) investing, as a passive investor, in any publicly held company provided that your beneficial ownership of any class of such publicly held company’s securities does not exceed one percent (1%) of the outstanding securities of such class, or (ii) with the consent of the Board, entering the employ of any academic institution or governmental or regulatory

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instrumentality of any country or any domestic or foreign state, county, city or political subdivision.

(b)Confidentiality.  You agree that you will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person or entity, other than in the course of your assigned duties hereunder and for the benefit of the Novocure Group, either while you are employed by the Company hereunder or at any time thereafter, any business and technical information or trade secrets, nonpublic, proprietary or confidential information, knowledge or data relating to the Novocure Group whether the foregoing will have been obtained by you during your employment hereunder or otherwise.  The foregoing will not apply to information that (i) was known to the public prior to its disclosure to you; (ii) becomes generally known to the public or in the industry subsequent to disclosure to you through no wrongful act by you or any of your representatives; or (iii) you are required to disclose by applicable law, regulation or legal process (provided, that you provide the Company with prior notice of the contemplated disclosure and cooperate with the Company in seeking a protective order or other appropriate protection of such information).

(c)Non-Solicitation of Customers.  You agree that during the Restricted Period, you will not, directly or indirectly, solicit or influence, or attempt to solicit or influence, customers of the Novocure Group to purchase goods or services then sold by the Novocure Group from any other person or entity.

(d)Non-Solicitation of Suppliers.  You agree that during the Restricted Period, you will not, directly or indirectly, solicit or influence, or attempt to solicit or influence, the Novocure Group’s suppliers to provide goods or services then provided to the Novocure Group to any other person or entity in competition with the Novocure Group.

(e)Non-Solicitation of Employees.  You recognize that you will possess confidential information about other employees of the Novocure Group relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with customers of the Novocure Group.  You recognize that the information you possess and will possess about these other employees is not generally known, is of substantial value to the Novocure Group in developing its business and in securing and retaining customers, and has been and will be acquired by you because of your business position with the Novocure Group.  You agree that, during the Restricted Period, you will not (x) directly or indirectly, individually or on behalf of any other person or entity solicit or recruit any employee of the Novocure Group to leave such employment for the purpose of being employed by, or rendering services to, you or any person or entity unaffiliated with the Novocure Group, or (y) convey any such confidential information or trade secrets about other employees of the Novocure Group to any person or entity other than in the course of your assigned duties hereunder and for the benefit of the Novocure Group.

(f)Non-Disparagement.  You agree that you will not, nor will you induce others to, disparage the Novocure Group or any of their past or present officers, directors, employees or products.  “Disparage” will mean making comments or statements to the press, the

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Novocure Group’s employees or any individual or entity with whom the Novocure Group has a business relationship that would adversely affect in any manner:  (i) the conduct of the business of the Novocure Group (including, without limitation, any products or business plans or prospects); or (ii) the business reputation of the Novocure Group, or any of its products, or its past or present officers, directors, employees, stockholders and affiliates.

(g)Inventions.

(1)You acknowledge and agree that all trade secrets, works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, data, programs, knowhow, designs, techniques, ideas, methods, inventions, discoveries, improvements, work products or developments or other works of authorship (“Inventions”), whether patentable or unpatentable, (x) that relate to your work with the Company or any other member of the Novocure Group, made, developed or conceived by you, solely or jointly with others or with the use of any of the Company’s equipment, supplies, facilities or trade secrets or (y) suggested by any work that you perform in connection with the Company, either while performing your duties with the Company or on your own time, but only insofar as the Inventions are related to your work as an employee of the Company, will belong exclusively to the Company (or its designee and assigns, including without limitation the Parent), whether or not patent applications are filed thereon.  You will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company.  The Records will be the sole and exclusive property of the Company, and you will surrender them upon the termination of your employment, or upon the Company’s request.  You do hereby assign to the Company (and its designees and assigns) the Inventions, including all rights in and to patents and other intellectual property rights that may issue thereon in any and all countries, whether during or subsequent to the term of this Agreement, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”).  You will, at any time during and subsequent to the term of this Agreement, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions and the underlying intellectual property.  You will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions and the underlying intellectual property for its benefit, all without additional compensation to you from the Company, but entirely at the Company’s expense.

(2)In addition, the Inventions will be deemed “work made for hire,” as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations or compensation to you.  If the Inventions, or any portion thereof, are deemed not to be “work made for hire,” you

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hereby irrevocably convey, transfer, assign and deliver to the Company, all rights, titles and interests in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions and the underlying intellectual property, including without limitation, (A) all of your rights, titles and interests in the copyrights (and all renewals, revivals and extensions thereof) related to the Inventions and the underlying intellectual property; (B) all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and the underlying intellectual property; and (C) all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom.  In addition, you hereby waive any so-called “moral rights” with respect to the Inventions.  You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents and other intellectual property rights that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider to the Company.

(3)To the extent that you are unable to assign any of your right, title or interest in any Invention under applicable law, for any such Invention and the underlying intellectual property rights, you hereby grant to the Company an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid license to such Invention and the underlying intellectual property, with the right to sublicense, use, modify, create derivative works and otherwise fully exploit such Invention and the underlying intellectual property, to assign this license and to exercise all rights and incidents of ownership of the Invention.

(4)To the extent that any of the Inventions are derived by, or require use by the Company of, any works, Inventions, or other intellectual property rights that you own, which are not assigned hereby, you hereby grant to the Company an irrevocable, perpetual, transferable, worldwide, non-exclusive, royalty free license, with the right to sublicense, use, modify and create derivative works using such works, Inventions or other intellectual property rights, but only to the extent necessary to permit the Company to fully realize their ownership rights in the Inventions.

(h)Cooperation.  Upon the receipt of notice from the Company (including outside counsel), you agree that while employed by the Company or any member of the Novocure Group and thereafter, you will respond and provide information with regard to matters in which you have knowledge as a result of your employment with the Company, and will provide reasonable assistance to the Novocure Group and its representatives in defense of any claims that may be made against the Novocure Group, and will assist the Novocure Group in the prosecution of any claims that may be made by the Novocure Group, to the extent that such claims may relate to the period of your employment with the Company (or any predecessor).  You agree to promptly inform the Company if you become aware of any lawsuits involving such claims that may be filed or threatened against the Novocure Group.  You also agree to promptly

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inform the Company (to the extent you are legally permitted to do so) if you are asked to assist in any investigation of the Novocure Group (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Novocure Group with respect to such investigation, and will not do so unless legally required.

(i)Return of Property.  On the date of the termination of your employment with the Company for any reason (or at any time prior thereto at the Company’s request), you will return all property belonging to the Novocure Group (including, but not limited to, any Novocure Group provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Novocure Group).

(j)Injunctive Relief.  It is further expressly agreed that the Company will or would suffer irreparable injury if you were to violate the provisions of this Section 7 and that the Novocure Group would by reason of such violation be entitled to injunctive relief in a court of appropriate jurisdiction and you further consent and stipulate to the entry of such injunctive relief in such court prohibiting you from violating the provisions of this Section 7.

(k)Survival of Provisions.  The obligations contained in this Section 7 will survive the termination of your employment with the Company and will be fully enforceable thereafter.  If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 7 is excessive in duration or scope or extends for too long a period of time or over too great a range of activities or in too broad a geographic area or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state or jurisdiction.

8.Representation.  You represent and warrant that your execution and delivery of this Agreement and your performing the contemplated services does not and will not conflict with or result in any breach or default under any agreement, contract or arrangement which you are a party to or violate any other legal restriction.

9.Assignment.  Notwithstanding anything else herein, this Agreement is personal to you and neither the Agreement nor any rights hereunder may be assigned by you.  The Company may assign the Agreement to an affiliate or to any acquiror of all or substantially all of the assets of the Company.  This Agreement will inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assignees of the parties.

10.Arbitration.  You agree that all disputes and controversies arising under or in connection with this Agreement, other than seeking injunctive or other equitable relief under Section 7(j), will be settled by arbitration conducted before one (1) arbitrator mutually agreed to by the Company and you, sitting in New York, New York or such other location agreed to by you and the Company, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect; provided, however, that if the Company and you are unable to agree on a single arbitrator within 30 days of the demand by another party for arbitration, an arbitrator will be designated by the New York Office of the

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American Arbitration Association.  The determination of the arbitrator will be final and binding on you and the Novocure Group.  Judgment may be entered on the award of the arbitrator in any court having proper jurisdiction.  Each party will bear their own expenses of such arbitration.

11.Taxes.

(a)Withholding Taxes.  The Company may withhold from any and all amounts payable to you such federal, state and local taxes as may be required to be withheld pursuant to any applicable laws or regulations.

(b)Parachute Payments.

(1)Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that receipt of all payments or distributions by the Company or its affiliates in the nature of compensation to or for your benefit, whether paid or payable pursuant to this Agreement or otherwise, would subject you to the excise tax under Section 4999 of the Code, the amount of “parachute payments” (within the meaning of Section 280G of the Code) paid or payable pursuant to this Agreement (the “Agreement Payments”) shall be reduced to the greatest amount of Agreement Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code (the “Reduced Amount”) only if it is determined that you would be better-off, on a net after-tax basis, if the Agreement Payments were reduced to the Reduced Amount.  The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order:  Section 6(b) and Section 5(b).  All determinations required to be made under this Section 11(b) shall be made by the Company’s accounting firm (the “Accounting Firm”), and all fees and expenses of the Accounting firm shall be borne solely by the Company.  The Accounting Firm shall provided detailed supporting calculations to both the Company and to you, and absent manifest error, shall be binding upon the Company and you.

(2)Notwithstanding the foregoing and provided that no securities of the Company, any member of its affiliated group (within the meaning of Section 1504 of the Code) and any entity possessing a direct or indirect ownership interest in the Company which interest constitutes more than 1/3 of such entity’s gross fair market value (as described in Treasury Regulation Section 1.280G-1, Q&A 6) are then publicly traded, to the extent that any payments and/or benefits provided to you by the Company or any of its subsidiaries, affiliates or related entities, will constitute an “excess parachute payment” (as that term is defined in Section 280G(b)(l) of the Code and related regulations) without regard to the application of Section 11(b)(1), the Company agrees to submit such payments and/or benefits as to which you waive your rights to the extent necessary to cause any such payment or benefit to not constitute an “excess parachute payment” within the meaning of Section 280G(b)(l) of the Code for approval by the holders of more than 75% of the voting power of the outstanding equity securities of the Company in a manner intended to comply with Section 280G(b)(5)(B) of the Code and

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regulations thereunder.  You acknowledge that to the extent any such payment and/or benefits are submitted to the Company’s equity holders for approval pursuant to the preceding sentence, the Company’s equity holders have no obligation to approve such payments and/or benefits (or portions thereof) and that if such approval is not timely obtained in a manner that satisfies Section 280G(b)(5)(B) of the Code and regulations thereunder, such payments or benefits (to the extent necessary to avoid the Company’s loss of deduction pursuant to Section 280G of the Code) shall not be paid.

(c)Code Section 409A.

(1)The intent of the parties is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom.  For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.  Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(2)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”  If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified herein as subject to this Section or is otherwise considered “deferred compensation” under Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and is due upon your separation from service, such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service,” and (B) the date of your death (the “Delay Period”) and this Agreement and each such plan, program, payroll practice or equity grant shall hereby be deemed amended accordingly.  Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum on the first business day of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

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(3)All expenses or other reimbursements paid pursuant to Sections 5(b) or 5(d) hereof or otherwise hereunder that are taxable income to you shall in no event be paid later than the end of the calendar year next following the calendar year in which you incur such expense or pays such related tax.  With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred.  Any tax gross-up payment as provided herein shall be made in any event no later than the end of the calendar year immediately following the calendar year in which you remit the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed.

12.Indemnification.  In addition to any rights to indemnification to which you may be entitled under the Company’s certificate of incorporation and bylaws, the Company shall indemnify you at all times during and after your employment terminates for any reason to the maximum extent permitted under state law, including its provisions regarding advancement of costs and attorneys’ fees, in connection with any action, suit, investigation or proceeding based in whole or in part upon your actions, inaction, or status as an employee, officer, or director of Company, except to the extent it is finally determined by a court of competent jurisdiction that you are either not entitled to indemnification hereunder or otherwise or that any such action or inaction by you that gave rise to any such action, suit, investigation or proceeding arose out of your own gross negligence, willful misconduct or fraud.  The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and you shall be covered under such insurance to the same extent as any other senior executives of the Company.

13.Governing Law.  This Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of New York, without reference to rules relating to conflicts of laws.

14.Entire Agreement; Amendments.  This Agreement and the agreements referenced herein contain the entire agreement of the parties relating to the subject matter hereof, and supersede in their entirety any and all prior agreements, understandings or representations

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relating to the subject matter hereof.  No amendments, alterations or modifications of this Agreement will be valid unless made in writing and signed by the parties hereto.

15.Section Headings.  The section headings used in this Agreement are included solely for convenience and will not affect, or be used in connection with, the interpretation of this Agreement.

16.Severability; Waiver.  The provisions of this Agreement will be deemed severable and the invalidity of unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof.  No failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by either party, and no course of dealing between the parties, shall constitute a waiver of, or shall preclude any other or further exercise of, any right, power or remedy.

17.Counterparts.  This Agreement may be executed in several counterparts (including via facsimile), each of which will be deemed to be an original but all of which together will constitute one and the same instruments.

18.Notices.  All notices, consents or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or one business day after being sent by a nationally recognized overnight delivery service, charges prepaid.  Notices also may be given by facsimile or electronically via PDF and shall be effective on the date transmitted if confirmed within 48 hours thereafter by a signed original sent in the manner provided in the preceding sentence.  Notice to you shall be sent to your most recent address on file with the Company.  Notice to the Company shall be sent to its address set forth on the first page hereto.  Either party may change its address for notice and the address to which copies must be sent by giving notice of the new addresses to the other party in accordance with this Section 18, provided, however, that any such change of address notice shall not be effective unless and until received.

[Remainder of page intentionally blank]

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We hope that you find the foregoing terms and conditions acceptable.  You may indicate your agreement with the terms and conditions set forth in this Agreement by signing the enclosed duplicate original of this Agreement and returning it to me.

We look forward to your employment with the Company.

Very truly yours,

STANDEN USA, INC.

By:  /s/ Asaf DanzigerName:  Asaf Danziger
Title:  CEO

Accepted and Agreed:

/s/ Michael J. Ambrogi
Michael J. Ambrogi
Dated:  12/30/2010

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Exhibit A
RELEASE AGREEMENT

This RELEASE AGREEMENT (“Agreement”) made this 30^th day of December, 2010 (the “Effective Date”), between Standen USA Inc. (including its successors and assigns, the “Company”), and Michael J. Ambrogi (the “Executive”).

1.Release.

a.In consideration of the amounts to be paid by the Company pursuant to the employment letter agreement, dated as of December 30, 2010 (the “Employment Agreement”).  Executive, on behalf of himself and his 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 he signs this Agreement (the “General Release”).  This General Release of Claims shall apply to any Claim of any type, including, without limitation, any and all Claims of any type that Executive may have arising under the common law, under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Older Workers Benefit Protection Act, the Americans With Disabilities Act of 1967, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Sarbanes-Oxley Act of 2002, each as amended, and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and Executive and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executive’s employment relationship, or the termination of his 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 his heirs, executors, devisees, successors and assigns may have and which Executive does not now know or suspect to exist in his favor against the Releasees, from the beginning of time until the time he 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 all Claims that Executive may have against the Releasees arising under the Age Discrimination Employment Act of 1967, as amended, and the applicable rules and regulations promulgated

Mr. Ambrogi
December 30, 2010
Page 15

thereunder (“ADEA”).  Executive acknowledges that he understands that the ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans.  Executive also understands that, by signing this Agreement, he is waiving all Claims against any and all of the Releasees.

d.Except as provided in Section 7 of the Employment Agreement, Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to him arising out of his employment with or termination from the Company, and no further sums or benefits are owed to him by the Company or by any of the other Releasees at any time.

2.Consultation with Attorney; Voluntary Agreement.  The Company advises Executive to consult with an attorney of his choosing prior to signing this Agreement.  Executive understands and agrees that he has the right and has been given the opportunity to review this Agreement and, specifically, the General Release in Section 1 above, with an attorney.  Executive also understands and agrees that he is under no obligation to consent to the General Release set forth in Section 1 above.  Executive acknowledges and agrees that the payments to be made to Executive pursuant to the Employment Agreement are sufficient consideration to require him to abide with his obligations under this Agreement, including but not limited to the General Release set forth in Section 1.  Executive represents that he has read this Agreement, including the General Release set forth in Section 1, and understands its terms and that he enters into this Agreement freely, voluntarily, and without coercion.

3.Effective Date; Revocation.  Executive acknowledges and represents that he has been given twenty-one (21) days during which to review and consider the provisions of this Agreement and, specifically, the General Release set forth in Section 1 above.  Executive further acknowledges and represents that he has been advised by the Company that he has the right to revoke this Agreement for a period of seven (7) days after signing it.  Executive acknowledges and agrees that, if he wishes to revoke this Agreement, he must do so in a writing, signed by him and received by the Company no later than 5:00 p.m. Eastern 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 his execution of this Agreement.

4.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.

5.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 the State of New York, without reference to rules relating to conflicts of laws.

6.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

Mr. Ambrogi
December 30, 2010
Page 16

acknowledges and agrees that he is not relying on any representations or promises by any representative of the Company concerning the meaning of any aspect of this Agreement.

7.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.

STANDEN USA, INC.

By:  /s/ Asaf Danziger Date:  12/30/2010
Name:  Asaf Danziger
Title:

EXECUTIVE

By:  /s/ Michael J. Ambrogi Date:  12/30/2010
Name:  Michael J. Ambrogi

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Asaf Danziger, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of NovoCure Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date:  May 10, 2016

/s/ Asaf Danziger

Asaf Danziger

Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Wilco Groenhuysen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of NovoCure Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.

Date:  May 10, 2016

/s/ Wilco Groenhuysen

Wilco Groenhuysen

Chief Financial Officer

(Principal Accounting and Financial Officer)

EX-32.1

Exhibit 32.1

NOVOCURE LIMITED

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NovoCure Limited (the "Company") on Form 10-Q for the quarter ended March 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Asaf Danziger, Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Asaf Danziger

Asaf Danziger

Chief Executive Officer

(Principal Executive Officer)

Date:  May 10, 2016

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff on request.

This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is 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 the Report), irrespective of any general incorporation language contained in such filing.

EX-32.2

Exhibit 32.2

NOVOCURE LIMITED

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NovoCure Limited (the "Company") on Form 10-Q for the quarter ended March 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Wilco Groenhuysen, Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Wilco Groenhuysen

Wilco Groenhuysen

Chief Financial Officer

(Principal Financial and Accounting Officer)

Date:  May 10, 2016

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff on request.

This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is 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 the Report), irrespective of any general incorporation language contained in such filing.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 06, 2016
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Trading Symbol	NVCR
Entity Registrant Name	Novocure Ltd
Entity Central Index Key	0001645113
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		84,519,932

XML

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	84,426,720	83,778,581
Common stock, shares outstanding	84,426,720	83,778,581

XML

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
CURRENT ASSETS:
Cash and cash equivalents	$ 115,932	$ 119,423
Short-term investments	119,842	150,001
Restricted cash	86	87
Receivables and prepaid expenses	11,335	10,799
Inventories	16,446	13,594
Total current assets	263,641	293,904
LONG-TERM ASSETS:
Property and equipment, net	7,090	6,552
Field equipment, net	7,211	6,029
Severance pay fund	84	79
Other long-term assets	992	772
Total long-term assets	15,377	13,432
TOTAL ASSETS	279,018	307,336
CURRENT LIABILITIES:
Trade payables	18,578	16,755
Other payables and accrued expenses	10,850	11,872
Total current liabilities	29,428	28,627
LONG-TERM LIABILITIES:
Long-term loan, net of discount and issuance costs	23,193	23,097
Employee benefit liabilities	2,823	2,057
Other long-term liabilities	3,148	2,735
Total long-term liabilities	29,164	27,889
TOTAL LIABILITIES	58,592	56,516
COMMITMENTS AND CONTINGENCIES	0	0
SHAREHOLDERS' EQUITY:
Ordinary shares no par value, unlimited shares authorized ; issued and outstanding: 84,426,720 shares and 83,778,581 shares at March 31, 2016 and December 31, 2015, respectively	0	0
Additional paid-in capital	645,919	640,406
Accumulated other comprehensive loss	(1,975)	(1,505)
Accumulated deficit	(423,518)	(388,081)
Total shareholders' equity	220,426	250,820
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 279,018	$ 307,336

XML

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Income Statement [Abstract]
Net revenues	$ 13,053	$ 5,208	$ 33,087
Cost of revenues	7,982	3,897	20,610
Gross profit	5,071	1,311	12,477
Operating costs and expenses:
Research, development and clinical trials	11,445	9,927	43,748
Sales and marketing	13,308	6,355	38,861
General and administrative	12,256	6,975	33,864
Total operating costs and expenses	37,009	23,257	116,473
Operating loss	(31,938)	(21,946)	(103,996)
Financial expenses, net	549	591	3,151
Loss before income tax expense	(32,487)	(22,537)	(107,147)
Income tax expense	2,950	736	4,434
Net loss	$ (35,437)	$ (23,273)	$ (111,581)
Basic and diluted net loss per ordinary share	$ (0.42)	$ (1.77)	$ (3.67)
Weighted average number of ordinary shares used in computing basic and diluted net loss per share	84,397,164	13,140,321	30,401,603

XML

CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Sep. 30, 2015	Dec. 31, 2015
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (35,437)	$ (23,273)	$ (111,581)
Other comprehensive loss, net of tax :
Pension benefit plan	(470)		(1,505)
Total comprehensive loss	$ (35,907)	$ (23,273)	$ (113,086)

XML

CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Over-Allotment	[1]	Series J Preferred Stock	[2]	Ordinary Shares	Ordinary Shares Over-Allotment	Preferred Shares	Preferred Shares Series J Preferred Stock	Additional Paid-in Capital	Additional Paid-in Capital Over-Allotment	[1]	Additional Paid-in Capital Series J Preferred Stock	[2]	Accumulated Other Comprehensive Loss	Accumulated Deficit
Balance at Dec. 31, 2014	$ 97,875									$ 374,375						$ (276,500)
Balance (in shares) at Dec. 31, 2014						13,431,414		58,676,017
Share-based compensation to employees	11,860									11,860
Exercise of options and warrants	2,038									2,038
Exercise of options and warrants (in shares)						731,665
Issuance of shares, net		$ 157,534		$ 94,599							$ 157,534		$ 94,599
Issuance of shares, net (in shares)							7,876,195		4,068,500
Issuance of shares and options in respect of settlement, net of fair value of shares provided as indemnification (in shares)						(1,005,210)
Conversion of preferred shares to ordinary shares						62,744,517		(62,744,517)
Other comprehensive loss, net of tax benefit	(1,505)														$ (1,505)
Net loss	(111,581)															(111,581)
Balance at Dec. 31, 2015	250,820									640,406					(1,505)	(388,081)
Balance (in shares) at Dec. 31, 2015						83,778,581
Share-based compensation to employees	5,456									5,456
Exercise of options and warrants	57									57
Exercise of options and warrants (in shares)						648,139
Other comprehensive loss, net of tax benefit	(470)														(470)
Net loss	(35,437)															(35,437)
Balance at Mar. 31, 2016	$ 220,426									$ 645,919					$ (1,975)	$ (423,518)
Balance (in shares) at Mar. 31, 2016						84,426,720

[1] Net of issuance expenses (including underwriter fees) of $15,742

[2] Net of issuance expenses of $319

XML

CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY(Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Series J Preferred Stock
Share issuance expenses	$ 319
Over-Allotment
Share issuance expenses	$ 15,742

XML

CONDENSED INTERIM CONSOLIDATED CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (35,437)	$ (23,273)	$ (111,581)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,103	524	3,153
Asset write-downs and impairment	5	31	46
Accrued interest expense	637	412	672
Share-based compensation to employees	5,456	1,812	11,860
Amortization of discount (premium)	(17)	55	329
Increase in receivables and prepaid expenses	(536)	(947)	(5,088)
Increase in inventories	(2,852)	(3,732)	(10,148)
Increase in other long-term assets	(167)	(10)	(381)
Increase (decrease) in trade payables	1,823	(672)	6,961
Increase (decrease) in other payables and accrued expenses	(1,643)	(2,719)	3,579
Increase in employee benefit liabilities, net	238	7	133
Increase in other long-term liabilities	413	46	581
Net cash used in operating activities	(30,977)	(28,466)	(99,884)
Cash flows from investing activities:
Purchase of property and equipment	(1,002)	(609)	(4,667)
Purchase of field equipment	(1,826)	(1,038)	(5,604)
Decrease (increase) in restricted cash	1	(73)	(26)
Proceeds from maturity of short-term investments	150,000	45,000	104,000
Purchase of short-term investments	(119,728)	(21,997)	(208,998)
Net cash provided by (used in) investing activities	27,445	21,283	(115,295)
Cash flows from financing activities:
Proceeds from issuance of shares, net			252,133
Proceeds from long-term loan, net		23,806	22,886
Repayment of other long-term loan	(16)	(16)	(63)
Purchase of shares in respect of settlement		(5)	(5)
Exercise of options and warrants	57	3	2,038
Net cash provided by financing activities	41	23,788	276,989
Increase (decrease) in cash and cash equivalents	(3,491)	16,605	61,810
Cash and cash equivalents at the beginning of the period	119,423	57,613	57,613
Cash and cash equivalents at the end of the period	115,932	74,218	119,423
Cash paid during the period for:
Income taxes	1,582	95	1,489
Interest	$ 664	6	$ 1,688
Non-cash investing activity:
Long-term loan issuance costs and discount		$ 1,085

XML

Organization and Basis of Presentation

3 Months Ended

Mar. 31, 2016

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Basis of Presentation

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

Organization.  NovoCure Limited (including its consolidated subsidiaries, the “Company”) was incorporated in Jersey and is principally engaged in the development, manufacture and commercialization of TTFields for the treatment of solid tumors. Since inception, the Company has devoted substantially all of its efforts to developing a family of products to deliver TTFields for a variety of solid tumor indications, raising capital and recruiting personnel. The Company has regulatory approvals and clearances in certain countries for Optune, its first TTFields delivery system, to treat glioblastoma. The Company commenced marketing Optune in the United States at the end of 2011, in certain countries in Europe in 2014 and in Japan in 2015.

Financial statement preparation. The accompanying condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries, and intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2016.

The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the 2015 10-K  are applied consistently in these unaudited interim consolidated financial statements.

Recently Issued Accounting Pronouncements. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02-Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in ASU 2016-09 affect all entities that issue share-based payment awards to their employees and involve multiple aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

XML

Short Term Investments

3 Months Ended

Mar. 31, 2016

Marketable Securities Current [Abstract]

Short Term Investments

NOTE 2: SHORT-TERM INVESTMENTS

The Company invests in marketable U.S. Treasury Bills (“T-bills”) that are classified as held-to-maturity securities. The amortized cost and recorded basis of the T-bills are presented as short-term investments in the amount of $119,842 and $150,001 as of March 31, 2016 and December 31, 2015, respectively, and their estimated fair value as of March 31, 2016 and December 31, 2015 was $119,778 and $149,978, respectively.

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Inventories

3 Months Ended

Mar. 31, 2016

Inventory Disclosure [Abstract]

Inventories

NOTE 3: INVENTORIES

Inventories are stated at the lower of cost or market. The weighted average methodology is applied to determine cost. As of March 31, 2016 and December 31, 2015, the Company’s inventories were composed of:

	March 31,		December 31,
	2016		2015
	Unaudited		Audited
Raw materials	$	3,593	$	3,518
Work in progress		6,138		4,618
Finished products		6,715		5,458
Total	$	16,446	$	13,594

XML

Commitments and Contingent Liabilities

3 Months Ended

Mar. 31, 2016

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingent Liabilities

NOTE 4: COMMITMENTS AND CONTINGENT LIABILITIES

The facilities of the Company are leased under various operating lease agreements for periods ending no later than 2023. The Company also leases motor vehicles under various operating leases, which expire on various dates, the latest of which is in 2019.

As of March 31, 2016 and December 31, 2015, the Company pledged bank deposits of $317 and $133, respectively, to cover bank guarantees in respect of its leases of operating facilities and obtained guarantees by the bank for the fulfillment of the Company’s lease commitments of $472 and $283, respectively.

XML

Share Capital

3 Months Ended

Mar. 31, 2016

Share Based Compensation Allocation And Classification In Financial Statements [Abstract]

Share Capital

NOTE 5: SHARE CAPITAL

In January 2016, warrants for a total of 975,644 ordinary shares with an exercise price of $18.09 per shares were cashlessly exercised, resulting in the issuance of 315,155 ordinary shares.

XML

Equity Incentive Plan

3 Months Ended

Mar. 31, 2016

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Equity Incentive Plan

NOTE 6: EQUITY INCENTIVE PLAN

In September 2015, the Company adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”). The 2015 Plan replaced the 2013 Share Option Plan.  Under the 2015 Plan, the Company can issue various types of equity compensation awards such as restricted shares, performance shares, restricted stock units, performance units, long-term cash award and other share-based awards.  

The options granted under the 2015 Plan generally have a four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan that are cancelled or forfeited before expiration become available for future grant.

As of March 31, 2016, 13,260,713 ordinary shares were available for grant under the 2015 Plan.  

A summary of the status of the Company’s option plans as of March 31, 2016 and changes during the period then ended is presented below:

	Three months ended March 31, 2016
	Unaudited
	Number of options			Weighted average exercise price
Outstanding at beginning of year		10,134,829		$	8.20
Granted		1,711,575			14.45
Exercised		(332,984	)		0.17
Forfeited and cancelled		(24,620	)		16.54
Outstanding as of March 31, 2016		11,488,800			9.35
Exercisable options		5,871,196			4.18
Vested and expected to vest		11,303,362		$	9.27

NOTE 6: EQUITY INCENTIVE PLAN (Cont.)

The fair value of share-based awards was estimated using the Black-Scholes option-pricing model for all grants with the following underlying assumptions: 

	Three months ended March 31,				Year ended December 31,
	2016	2015			2015
	Unaudited				Audited
Expected term (years)	6.25		6.25		6.25
Expected volatility	59.80%-60.19%		65.80	%	59.00%-65.80%
Risk-free interest rate	1.52%-1.88%		1.90	%	1.74%-2.05%
Dividend yield	0%	0%			0%

The total non-cash share-based compensation expenses related to all of the Company’s equity-based awards recognized for the three months ended March 31, 2016 and 2015 and the year ended December 31, 2015 were:

	Three months ended March 31,				Year ended December 31,
	2016		2015		2015
	Unaudited				Audited
Cost of revenues	$	141	$	13	$	174
Research, development and clinical trials		763		421		2,529
Sales and marketing		1,290		408		2,496
General and administrative		3,262		970		6,661
Total share-based compensation expense	$	5,456	$	1,812	$	11,860

In September 2015, the Company adopted an employee share purchase plan (“ESPP”) to encourage and enable eligible employees to acquire ownership of the Company’s ordinary shares purchased through accumulated payroll deductions on an after-tax basis. In the United States, the ESPP is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code and the provisions of the ESPP will be construed in a manner consistent with the requirements of such section. The Company intends to begin offerings under the ESPP in 2016.  As of Mach 31, 2016, 1,667,785 ordinary shares were available to be purchased by eligible employees under the ESPP and no shares have been offered under the ESPP.

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Supplemental Information

3 Months Ended

Mar. 31, 2016

Geographic Areas Long Lived Assets [Abstract]

Supplemental Information

NOTE 7: SUPPLEMENTAL INFORMATION

The Company operates in a single reportable segment.

The following table presents long-lived assets by location:

	March 31,		December 31,
	2016		2015
	Unaudited		Audited
United States	$	7,358	$	6,600
Switzerland		4,770		4,204
Israel		1,775		1,376
Others		397		401
Total	$	14,300	$	12,581

The Company’s revenues by geographic region, based on the customer’s location, are summarized as follows:

	Three months ended March 31,				Year ended December 31,
	2016		2015		2015
	Unaudited				Audited
United States	$	12,013	$	4,974	$	30,961
Europe, Japan and other markets		1,040		234		2,126
Total	$	13,053	$	5,208	$	33,087

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Subsequent Events

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

NOTE 8: SUBSEQUENT EVENTS

In April and May 2016, certain investors and employees exercised an aggregate of 1,349,489 warrants and options to purchase ordinary shares, resulting in the issuance of 1,096,752 ordinary shares.  Warrants to purchase 888,219 ordinary shares were exercised cashlessly, resulting in the issuance of 635,482 ordinary shares.  The total purchase price received by the Company related to the warrant and option exercises was $847.

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Organization and Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2016

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Recently Issued Accounting Pronouncement

Recently Issued Accounting Pronouncements.In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02-Leases (ASC 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in ASU 2016-09 affect all entities that issue share-based payment awards to their employees and involve multiple aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

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Inventories (Tables)

3 Months Ended

Mar. 31, 2016

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories are stated at the lower of cost or market. The weighted average methodology is applied to determine cost. As of March 31, 2016 and December 31, 2015, the Company’s inventories were composed of:

	March 31,		December 31,
	2016		2015
	Unaudited		Audited
Raw materials	$	3,593	$	3,518
Work in progress		6,138		4,618
Finished products		6,715		5,458
Total	$	16,446	$	13,594

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Equity Incentive Plan (Tables)

3 Months Ended

Mar. 31, 2016

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Stock Option Plans

A summary of the status of the Company’s option plans as of March 31, 2016 and changes during the period then ended is presented below:

	Three months ended March 31, 2016
	Unaudited
	Number of options			Weighted average exercise price
Outstanding at beginning of year		10,134,829		$	8.20
Granted		1,711,575			14.45
Exercised		(332,984	)		0.17
Forfeited and cancelled		(24,620	)		16.54
Outstanding as of March 31, 2016		11,488,800			9.35
Exercisable options		5,871,196			4.18
Vested and expected to vest		11,303,362		$	9.27

Schedule of Fair Value of Share Based Awards Using Black-Scholes Option Pricing Model

The fair value of share-based awards was estimated using the Black-Scholes option-pricing model for all grants with the following underlying assumptions: 

	Three months ended March 31,				Year ended December 31,
	2016	2015			2015
	Unaudited				Audited
Expected term (years)	6.25		6.25		6.25
Expected volatility	59.80%-60.19%		65.80	%	59.00%-65.80%
Risk-free interest rate	1.52%-1.88%		1.90	%	1.74%-2.05%
Dividend yield	0%	0%			0%

Schedule of Non-cash Share-based Compensation Expense Related to Company's Equity-Based Awards

The total non-cash share-based compensation expenses related to all of the Company’s equity-based awards recognized for the three months ended March 31, 2016 and 2015 and the year ended December 31, 2015 were:

	Three months ended March 31,				Year ended December 31,
	2016		2015		2015
	Unaudited				Audited
Cost of revenues	$	141	$	13	$	174
Research, development and clinical trials		763		421		2,529
Sales and marketing		1,290		408		2,496
General and administrative		3,262		970		6,661
Total share-based compensation expense	$	5,456	$	1,812	$	11,860

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Supplemental Information (Tables)

3 Months Ended

Mar. 31, 2016

Geographic Areas Long Lived Assets [Abstract]

Schedule of Long-Lived Assets by Location

The following table presents long-lived assets by location:

	March 31,		December 31,
	2016		2015
	Unaudited		Audited
United States	$	7,358	$	6,600
Switzerland		4,770		4,204
Israel		1,775		1,376
Others		397		401
Total	$	14,300	$	12,581

Schedule of Revenues by Geographic Region

The Company’s revenues by geographic region, based on the customer’s location, are summarized as follows:

	Three months ended March 31,				Year ended December 31,
	2016		2015		2015
	Unaudited				Audited
United States	$	12,013	$	4,974	$	30,961
Europe, Japan and other markets		1,040		234		2,126
Total	$	13,053	$	5,208	$	33,087

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Short Term Investments - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Investments Debt And Equity Securities [Abstract]
Short-term investments	$ 119,842	$ 150,001
Estimated fair value of short-term investments	$ 119,778	$ 149,978

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Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Raw materials	$ 3,593	$ 3,518
Work in progress	6,138	4,618
Finished products	6,715	5,458
Total	$ 16,446	$ 13,594

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Commitments and Contingent Liabilities - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Loss Contingencies [Line Items]
Operating lease expiration description	The facilities of the Company are leased under various operating lease agreements for periods ending no later than 2023.
Pledged bank deposits	$ 317	$ 133
Operating Lease Commitments	$ 472	$ 283
Motor Vehicles
Loss Contingencies [Line Items]
Operating lease expiration description	The Company also leases motor vehicles under various operating leases, which expire on various dates, the latest of which is in 2019.
Maximum
Loss Contingencies [Line Items]
Operating lease agreements, expiration year	2023
Maximum | Motor Vehicles
Loss Contingencies [Line Items]
Operating lease agreements, expiration year	2019

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Share Capital - Additional Information (Details)	1 Months Ended
	Jan. 31, 2016 $ / shares shares
Share Based Compensation Allocation And Classification In Financial Statements [Abstract]
Warrants issued to purchase of ordinary shares	975,644
Warrants exercised to ordinary shares	315,155
Warrants exercise price | $ / shares	$ 18.09

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Equity Incentive Plan - Additional Information (Details)	3 Months Ended
	Mar. 31, 2016 shares
ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Ordinary shares available for grants	1,667,785
Shares offered under plan	0
2015 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Option granted vesting period	4 years
Option granted expiration period	10 years
Ordinary shares available for grants	13,260,713

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Equity Incentive Plan - Schedule of Stock Option Plan (Details)	3 Months Ended
	Mar. 31, 2016 $ / shares shares
Number of options
Number of options, Outstanding at beginning of year | shares	10,134,829
Number of options, Granted | shares	1,711,575
Number of options, Exercised | shares	(332,984)
Number of options, Forfeited and cancelled | shares	(24,620)
Number of options, Outstanding at ending of year | shares	11,488,800
Number of options, Exercisable options | shares	5,871,196
Number of options, Vested and expected to vest | shares	11,303,362
Weighted average exercise price
Weighted average exercise price, Outstanding at beginning of year | $ / shares	$ 8.20
Weighted average exercise price, Granted | $ / shares	14.45
Weighted average exercise price, Exercised | $ / shares	0.17
Weighted average exercise price, Forfeited and cancelled | $ / shares	16.54
Weighted average exercise price, Outstanding at end of year | $ / shares	9.35
Weighted average exercise price, Exercisable options | $ / shares	4.18
Weighted average exercise price, Vested and expected to vest | $ / shares	$ 9.27

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Equity Incentive Plan - Schedule of Fair Value of Share Based Awards Using Black-Scholes Option Pricing Model (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Expected term (years)	6 years 3 months	6 years 3 months	6 years 3 months
Expected volatility, minimum	59.80%		59.00%
Expected volatility, maximum	60.19%		65.80%
Risk-free interest rate, minimum	1.52%		1.74%
Risk-free interest rate, maximum	1.88%		2.05%
Dividend yield	0.00%	0.00%	0.00%
Expected volatility		65.80%
Risk-free interest rate		1.90%

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Equity Incentive Plan - Schedule of Non-cash Share-Based Compensation Expenses Related to Company's Equity-Based Awards (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 5,456	$ 1,812	$ 11,860
Cost of Revenues
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	141	13	174
Research, Development and Clinical Trials
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	763	421	2,529
Sales and Marketing
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	1,290	408	2,496
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense	$ 3,262	$ 970	$ 6,661

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Supplemental Information - Schedule of Long-Lived Assets by Location (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Revenues From External Customers And Long Lived Assets [Line Items]
Long-lived assets	$ 14,300	$ 12,581
United States
Revenues From External Customers And Long Lived Assets [Line Items]
Long-lived assets	7,358	6,600
Switzerland
Revenues From External Customers And Long Lived Assets [Line Items]
Long-lived assets	4,770	4,204
Israel
Revenues From External Customers And Long Lived Assets [Line Items]
Long-lived assets	1,775	1,376
Others
Revenues From External Customers And Long Lived Assets [Line Items]
Long-lived assets	$ 397	$ 401

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Supplemental Information - Schedule of Revenues by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Revenues From External Customers And Long Lived Assets [Line Items]
Net revenues	$ 13,053	$ 5,208	$ 33,087
United States
Revenues From External Customers And Long Lived Assets [Line Items]
Net revenues	12,013	4,974	30,961
Europe, Japan and other markets
Revenues From External Customers And Long Lived Assets [Line Items]
Net revenues	$ 1,040	$ 234	$ 2,126

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Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended
	May. 31, 2016	Apr. 30, 2016	Jan. 31, 2016
Subsequent Event [Line Items]
Warrants issued to purchase of ordinary shares			975,644
Warrants exercised to ordinary shares			315,155
Scenario, Forecast [Member]
Subsequent Event [Line Items]
Exercise of options and warrants (in shares)	1,349,489
Subsequent
Subsequent Event [Line Items]
Exercise of options and warrants (in shares)		1,349,489
Warrant | Scenario, Forecast [Member]
Subsequent Event [Line Items]
Conversion of preferred shares to ordinary shares	1,096,752
Warrants issued to purchase of ordinary shares	888,219
Warrants exercised to ordinary shares	635,482
Warrant | Subsequent
Subsequent Event [Line Items]
Conversion of preferred shares to ordinary shares		1,096,752
Warrants issued to purchase of ordinary shares		888,219
Warrants exercised to ordinary shares		635,482
Options And Warrants | Scenario, Forecast [Member]
Subsequent Event [Line Items]
Proceeds from warrant and option exercises	$ 847
Options And Warrants | Subsequent
Subsequent Event [Line Items]
Proceeds from warrant and option exercises		$ 847