UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 2)

 

(Mark One)

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------------------|

For the fiscal year ended December 31, 2016

or

| ☐ | 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

(State or Other Jurisdiction of

Incorporation or Organization)                                             | 98-1057807

(I.R.S. Employer

Identification No.) |
|---------------------------------------------------------------------------------------------------------------------|---------------------------------------------------|
|                                                                                                                |                                              |
| Le Masurier House

La Rue Le Masurier

St. Helier, Jersey JE2 4YE

(Address of Principal Executive Offices)

  |

Registrant’s telephone number, including area code: +44 (0) 15 3475 6700

Securities registered pursuant to Section 12(b) of the Act:

 

|                                    | Title of each class         |   |   | Name of each exchange on which registered |   |
|-----------------------------------------|-----------------------------|--------|--------|-------------------------------------------|--------|
| Ordinary shares, no par value per share | NASDAQ Global Select Market |

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

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  ☒    No  ☐

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  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

 

| Large accelerated filer | ☐ |                                          | Accelerated filer         | ☒ |
|-------------------------|---------|-----------------------------------------------|---------------------------|---------|
| Non-accelerated filer   | ☐ | (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |

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

The aggregate market value of the outstanding common equity of the registrant held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was $512,770,254.

The number of shares of the registrant’s ordinary shares outstanding as of February 16, 2017 was 87,072,949.

 

 

 

 

 

----

 

EXPLANATORY NOTE

 

NovoCure Limited (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (the “Amendment”) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was originally filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2017, and amended on March 1, 2017 (as amended, the “Original Filing”), to add the internal control over financial reporting language in the introduction of paragraph 4 and paragraph 4(b) of the certifications of its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This language was inadvertently omitted from the Section 302 Certifications attached to the Original Filing.  Because no financial statements are contained within this Amendment No. 2, paragraph 3 of the Section 302 Certifications has been omitted. The modified Section 302 Certifications are attached to this Amendment No. 2 as Exhibits 31.1 and 31.2.

 

Except as described above, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment No. 2 continues to speak as of the date of the Original Filing. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. The filing of this Amendment No. 2 is not an admission that the Original Filing, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

 

Item 15.Exhibits and Financial Statement Schedules

 

(b) Exhibits

 

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith.

 

 

| Exhibit

Number |                |                                                                                                                                        |   |
|-----------------|---------------------|---------------------------------------------------------------------------------------------------------------------------------------------|--------|
|            | Exhibit Description |                                                                                                                                        |
|            |                |                                                                                                                                        |
|            |                |                                                                                                                                        |   |
| 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 |   |
|            |                |                                                                                                                                        |   |
| 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 |   |
|            |                |                                                                                                                                        |   |

 

 

 

 

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: December 15, 2017

 

|   |   | Novocure limited |
|--------|--------|------------------|
|   |   |             |   |
|   |   | By:              | /s/ Asaf Danziger |
|   |   |             | Asaf Danziger |
|   |   |             | Chief Executive Officer |