As filed with the Securities and Exchange Commission on February 23, 2023
	Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NovoCure Limited

(Exact name of registrant as specified in its charter)

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

NovoCure Limited

Second Floor, No.4 The Forum

Grenville Street

St. Helier, Jersey JE2 4UF

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

NovoCure Limited 2015 Omnibus Incentive Plan

(Full title of each plan)

Ashley Cordova

Chief Financial Officer

NovoCure Limited

c/o Novocure Inc.

1150 Liberty Ridge Drive

Suite 115

Wayne, PA 19087

(212) 767-7530

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

Copies to :

Pran Jha

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

(312) 853-7000

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

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)B) of the Securities Act. ☐ 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed to register an additional 4,200,374 ordinary shares issuable under the 2015 Plan. Registration Statements on Form S-8 (File Nos. 333-209854, 333-217619, 333-224606, 333-232896, 333-236862, 333-253499, and 333-262965) (collectively, the “Previous Registration Statements”) were filed with the Securities and Exchange Commission (the “Commission”) by the Registrant on March 1, 2016, May 3, 2017, May 1, 2018, July 30, 2019, March 3, 2020, February 25, 2021 and February 24, 2022 respectively, which included ordinary shares issuable under the 2015 Plan and the NovoCure Limited Employee Share Purchase Plan (the “ESPP”). The Previous Registration Statements covered a total of 39,264,853 ordinary shares issuable under the 2015 Plan and 4,464,648 ordinary shares issuable under the ESPP, respectively. No ordinary shares with respect to the ESPP are being registered under this Registration Statement.

The contents of the Previous Registration Statements are hereby incorporated by reference pursuant to General Instruction E of Form S-8, except for Items 3 and 8 of Part II, which are being updated by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

(a)	The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 23, 2023; and
(b)	The description of ordinary shares set forth in the Registrant’s registration statement on Form 8-A filed on September 23, 2015 pursuant to Section 12 of the Exchange Act of 1934, as amended (the “ Exchange Act ”), including any amendment or report filed for the purpose of updating such description.

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

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

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

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Item 8. Exhibits.

Exhibit Number		Incorporated by Reference			Filed Herewith
	Exhibit Description	Form	Date	Number
4.1	Memorandum of Association of NovoCure Limited	S-1/A	9/21/2015	3.3
4.2	Amended and Restated Articles of Association of NovoCure Limited	8-K	6/10/2022	3.1
5.1	Opinion of Ogier (Jersey) LLP to the legality of the securities				X
10.1	NovoCure Limited 2015 Omnibus Incentive Plan	S-1/A	9/21/2015	10.5
10.2	NovoCure Limited Employee Share Purchase Plan	S-1/A	9/21/2015	10.15
23.1	Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global, Independent Registered Public Accounting Firm				X
23.2	Consent of Ogier (included in Exhibit 5.1)				X
24.1	Power of Attorney (included in signature page)				X
107	Calculation of Filing Fee Table				X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, Commonwealth of Pennsylvania, on February 23, 2023.

NOVOCURE LIMITED
By:	/s/ Ashley Cordova
	Ashley Cordova
	Chief Financial Officer

POWER OF ATTORNEY

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

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

	Signatures	Title	Date
By:	/s/ Asaf Danziger	Chief Executive Officer and Director (Principal Executive Officer)	February 23, 2023
	Asaf Danziger
By:	/s/ Ashley Cordova	Chief Financial Officer (Principal Financial and Accounting Officer) and Authorized Representative in the United States	February 23, 2023
	Ashley Cordova
By:	/s/ William F. Doyle	Executive Chairman and Director	February 23, 2023
	William F. Doyle
By:	/s/ Kinyip Gabriel Leung	Director	February 23, 2023
	Kinyip Gabriel Leung
By:	/s/ Jeryl L. Hilleman	Director	February 23, 2023
	Jeryl L. Hilleman
By:	/s/ David T. Hung	Director	February 23, 2023
	David T. Hung
By:	/s/ Martin J. Madden	Director	February 23, 2023
	Martin J. Madden
By:	/s/ Timothy J. Scannell	Director	February 23, 2023
	Timothy J. Scannell
By:	/s/ William A. Vernon	Director	February 23, 2023
	William A. Vernon

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