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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
February 5, 2021
Date of Report (date of earliest event reported)
NovoCure Limited
(Exact name of registrant as specified in its charter)
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Jersey | 001-37565 | 98-1057807 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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No. 4 The Forum, Grenville Street | St. Helier | Jersey | JE2 4UF |
(Address of Principal Executive Offices) | (Zip Code) |
+44 (0) 15 3475 6700
Registrant's telephone number, including area code
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Ordinary Shares, no par value | NVCR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02(d) Election of New Director.
On February 5, 2021, the Board of Directors (the “Board”) of the Company elected Timothy C. Scannell, effective immediately, to fill an existing vacancy on the Board. Mr. Scannell will receive compensation for his service on the Board as a non-employee member of the Board in the same manner as other non-employee members of the Board. For a description of the Company’s director compensation programs, see “Director Compensation” in the definitive proxy statement filed by the Company on April 27, 2020 in connection with its 2020 Annual Meeting of Stockholders.
A copy of the press release regarding the election of these directors is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Timothy J. Scannell
Mr. Scannell, 56, is currently President and Chief Operating Officer of Stryker Corporation, a position he has held since August 2018. Prior to this position, he served as Group President of Stryker’s MedSurg and Neurotechnology group from 2009 to 2018. He also serves on the Board of Directors for Insulet Corporation. Mr. Scannell holds bachelor’s and master’s degrees in business administration from the University of Notre Dame.
Mr. Scannell has been appointed to the Nominating and Corporate Governance Committee of the Board, effective upon his election to the Board.
Upon his election to the Board, and pursuant to the Company’s Non-Employee Director Plan, Mr. Scannell will be awarded an option under the Company's 2015 Omnibus Incentive Plan as of March 2, 2021 ("Grant Date") to purchase ordinary shares of the Company with an aggregate Grant Date fair value of $667,000 (subject to rounding of shares to the nearest whole number) using the Black-Scholes pricing model and the valuation assumptions used by the Company in accounting for options as of the Grant Date at an exercise price per share equal to the closing price of the Company’s ordinary shares on the Grant Date (the “Options”). The Options shall vest in equal amounts on the first, second and third anniversary of the Grant Date.
There is no arrangement or understanding between Mr. Scannell and any other persons pursuant to which Mr. Scannell was elected to serve on the Board.
Mr. Scannell does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
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| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NovoCure Limited
(Registrant)
Date: February 8, 2021
By: /s/ Ashley Cordova
Name: Ashley Cordova
Title: Chief Financial Officer