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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
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)
Jersey98-1057807
(State or Other Jurisdiction of(I.R.S. Employer
Incorporation or Organization)Identification No.)
No. 4 The Forum
Grenville Street
St. Helier, Jersey JE2 4UF
(Address of principal executive offices, including zip code)
+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)
_______________________________________________________
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, no par valueNVCRThe Nasdaq Stock Market LLC
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 every Interactive Data File required to be submitted 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 such files).    Yes ☒    No  ☐.
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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 13(a) of the Exchange Act.  ☐    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  .
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
ClassOutstanding as of October 25, 2024
Ordinary shares, no par value 
108,201,434 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 research and development related to our Tumor Treating Fields ("TTFields") devices marketed under various brand names, including "Optune Gio" and "Optune Lua", and software, tools and other items to support and optimize the delivery of TTFields (collectively, the “Products”). In particular, these forward-looking statements include, among others, statements about:
our research and development, clinical study and commercialization activities and projected expenditures;
the further commercialization of our Products for current and future indications;
our business strategies and the expansion of our sales and marketing efforts in the United States ("U.S.") and in other countries;
the market acceptance of our Products for current and future indications by patients, physicians, third-party payers and others in the healthcare and scientific community;
our plans to pursue the use of our Products for the treatment of indications other than glioblastoma (“GBM”) and malignant pleural mesothelioma (“MPM”);
our estimates regarding revenues, expenses, capital requirements and needs for additional financing;
our ability to obtain regulatory approvals for the use of our Products in indications other than GBM and MPM;
our ability to acquire from third-party suppliers the supplies needed to manufacture our Products;
our ability to manufacture adequate supply of our Products;
our ability to secure and maintain adequate coverage from third-party payers to reimburse us for our Products for current and future indications;
our ability to receive payment from third-party payers for use of our Products for current and future indications;
our ability to maintain, develop protect, defend or enforce our intellectual property position;
our ability to manage the risks associated with business disruptions caused by natural disasters, extreme weather events, pandemics such as COVID-19 (coronavirus), or international conflict or other disruptions outside of our control;
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” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on February 22, 2024, as well as other risks and uncertainties set forth from time to time in the reports we file with the Securities and Exchange Commission (the "SEC"). In our prior filings, references to Optune now refer to Optune Gio® and NovoTTF-100L refer to Optune Lua®. We do not intend
i


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

1

PART I—FINANCIAL INFORMATION
Item 1.  Financial Statements
NOVOCURE LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share data)
September 30,
2024
December 31, 2023
UnauditedAudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$185,422 $240,821 
Short-term investments774,476 669,795 
Restricted cash3,777 1,743 
Trade receivables, net67,060 61,221 
Receivables and prepaid expenses25,437 22,677 
Inventories39,096 38,152 
Total current assets1,095,268 1,034,409 
LONG-TERM ASSETS:
Property and equipment, net73,251 51,479 
Field equipment, net12,913 11,384 
Right-of-use assets28,330 34,835 
Other long-term assets12,224 14,022 
Total long-term assets126,718 111,720 
TOTAL ASSETS$1,221,986 $1,146,129 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2

NOVOCURE LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share data)
September 30,
2024
December 31, 2023
UnauditedAudited
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Convertible note
$557,333 $ 
Trade payables91,319 94,391 
Other payables, lease liabilities and accrued expenses86,350 84,724 
Total current liabilities735,002 179,115 
LONG-TERM LIABILITIES:
Convertible note
 568,822 
Senior secured credit facility, net
97,149  
Long-term leases21,144 27,420 
Employee benefit liabilities7,892 8,258 
Other long-term liabilities18 18 
Total long-term liabilities126,203 604,518 
TOTAL LIABILITIES861,205 783,633 
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Share capital -
Ordinary shares no par value, unlimited shares authorized; issued and outstanding:
108,100,392 shares and 107,075,754 shares at September 30, 2024 (unaudited) and December 31, 2023, respectively
  
Additional paid-in capital1,454,367 1,353,468 
Accumulated other comprehensive income (loss)(5,378)(5,469)
Retained earnings (accumulated deficit)(1,088,208)(985,503)
TOTAL SHAREHOLDERS' EQUITY360,781 362,496 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$1,221,986 $1,146,129 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3

NOVOCURE LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except share and per share data)
Three months ended September 30,Nine months ended September 30,Year ended December 31,
20242023202420232023
UnauditedUnauditedAudited
Net revenues$155,095 $127,321 $443,954 $375,554 $509,338 
Cost of revenues35,372 32,092 103,715 95,724 128,280 
Gross profit119,723 95,229 340,239 279,830 381,058 
Operating costs and expenses:
Research, development and clinical studies51,882 53,623 158,435 168,754 223,062 
Sales and marketing59,830 57,964 171,652 167,621 226,809 
General and administrative40,103 41,887 117,344 124,609 164,057 
Total operating costs and expenses151,815 153,474 447,431 460,984 613,928 
Operating income (loss)(32,092)(58,245)(107,192)(181,154)(232,870)
Financial income (expenses), net10,507 10,023 31,236 27,948 41,130 
Income (loss) before income tax(21,585)(48,222)(75,956)(153,206)(191,740)
Income tax8,985 1,263 26,749 6,758 15,303 
Net income (loss)$(30,570)$(49,485)$(102,705)$(159,964)$(207,043)
Basic and diluted net income (loss) per ordinary share$(0.28)$(0.46)$(0.95)$(1.51)$(1.95)
Weighted average number of ordinary shares used in computing basic and diluted net income (loss) per share108,247,716 106,772,814 107,679,501 106,219,194 106,391,178 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands
Three months ended September 30,Nine months ended September 30,Year ended December 31,
20242023202420232023
UnauditedUnauditedAudited
Net income (loss)$(30,570)$(49,485)$(102,705)$(159,964)$(207,043)
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustments64 826 (161)1,655 1,473 
Unrealized gain (loss) from debt securities15  440 445 
Pension benefit plan(1,927)(852)252 (1,654)(4,954)
Total comprehensive income (loss)$(32,433)$(49,496)$(102,614)$(159,523)$(210,079)

NOVOCURE LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share data)
Ordinary sharesAdditional
paid-in
capital
Accumulated
other
comprehensive
loss
Retained earnings (accumulated
deficit)
Total shareholders'
equity
Balance as of December 31, 2023 (audited)107,075,754 $1,353,468 $(5,469)$(985,503)$362,496 
Share-based compensation to employees— 34,084 — — 34,084 
Exercise of options and vested RSUs528,020 213 — — 213 
Other comprehensive income (loss), net of tax benefit of $0
— — 1,322 — 1,322 
Net income (loss)— — — (38,760)(38,760)
Balance as of March 31, 2024 (Unaudited)107,603,774 $1,387,765 $(4,147)$(1,024,263)$359,355 
Share-based compensation to employees— 31,830 — — 31,830 
Proceeds from issuance of shares178,668 2,187 — — 2,187 
Exercise of options and vested RSUs231,388 1,121 — 1,121 
Other comprehensive income (loss), net of tax benefit of $0
— — 632 — 632 
Net income (loss)— — — (33,375)(33,375)
Balance as of June 30, 2024 (Unaudited)108,013,830 $1,422,903 $(3,515)$(1,057,638)$361,750 
Share-based compensation to employees— 31,364 — — 31,364 
Exercise of options and vested RSUs86,562 100 — — 100 
Other comprehensive income (loss), net of tax benefit of $0
— — (1,863)— (1,863)
Net income (loss)— — — (30,570)(30,570)
Balance as of September 30, 2024 (Unaudited)108,100,392 $1,454,367 $(5,378)$(1,088,208)$360,781 

5



Ordinary sharesAdditional
paid-in
capital
Accumulated
other
comprehensive
loss
Retained earnings (accumulated
deficit)
Total shareholders'
equity
Balance as of December 31, 2022 (audited)105,049,411 $1,222,063 $(2,433)$(778,460)$441,170 
Share-based compensation to employees— 39,084 — — 39,084 
Exercise of options and vested RSUs1,137,751 5,211 — — 5,211 
Other comprehensive income (loss), net of tax benefit of $0
— — (258)— (258)
Net income (loss)— — — (53,061)(53,061)
Balance as of March 31, 2023 (Unaudited)106,187,162 $1,266,358 $(2,691)$(831,521)$432,146 
Share-based compensation to employees— 32,740 — — 32,740 
Proceeds from issuance of shares81,730 2,883 — — 2,883 
Exercise of options and vested RSUs336,439 4,622 — — 4,622 
Other comprehensive income (loss), net of tax benefit of $0
— 710 — 710 
Net income (loss)— — (57,418)(57,418)
Balance as of June 30, 2023 (Unaudited)106,605,331 $1,306,603 $(1,981)$(888,939)$415,683 
Share-based compensation to employees— 26,346 — — 26,346 
Exercise of options and vested RSUs142,939 1,171 — — 1,171 
Other comprehensive income (loss), net of tax benefit of $0
— — (11)— (11)
Net income (loss)— — — (49,485)(49,485)
Balance as of September 30, 2023 (Unaudited)106,748,270 $1,334,120 $(1,992)$(938,424)$393,704 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
6

NOVOCURE LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
 Three months ended September 30,Nine months ended September 30,Year ended December 31,
20242023202420232023
UnauditedUnauditedAudited
Cash flows from operating activities:
Net income (loss)$(30,570)$(49,485)$(102,705)$(159,964)$(207,043)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization2,458 2,803 8,131 8,246 10,969 
Accrued Interest(1,213)480 60 530 (95)
Asset write-downs and impairment of field equipment450 112 784 374 493 
Share-based compensation31,364 26,346 97,278 98,170 115,608 
Foreign currency remeasurement loss (gain)(503)1,398 763 2,185 161 
Decrease (increase) in accounts receivables and prepaid expenses
5,411 2,642 (8,983)24,094 29,414 
Amortization of discount (premium)(6,737)(6,691)(18,972)(15,822)(23,084)
Decrease (increase) in inventories1,895 (4,080)(867)(8,250)(8,919)
Decrease (increase) in other long-term assets1,906 3,971 7,969 3,585 4,072 
Increase (decrease) in accounts payables and accrued expenses7,452 6,265 (1,245)(3,992)14,869 
Increase (decrease) in other long-term liabilities(1,537)(3,075)(5,131)(7,934)(9,781)
Net cash provided by (used in) operating activities$10,376 $(19,314)(22,918)(58,778)(73,336)
Cash flows from investing activities:
Purchase of property, equipment and field equipment$(10,683)$(7,253)(33,913)(20,272)(27,093)
Proceeds from maturity of short-term investments190,000 275,549 608,000 916,433 1,214,982 
Purchase of short-term investments(169,124)(251,038)(692,118)(810,513)(1,003,741)
Net cash provided by (used in) investing activities$10,193 $17,258 (118,031)85,648 184,148 
Cash flows from financing activities:
Proceeds from issuance of shares, net$ $ 2,187 2,883 4,416 
Proceeds from senior secured credit facility, net
  96,922   
Repayment and redemption of long-term debt
  (12,913)(10)(10)
Exercise of options100 1,171 1,434 11,004 11,381 
Net cash provided by (used in) financing activities$100 $1,171 87,630 13,877 15,787 
Effect of exchange rate changes on cash, cash equivalents and restricted cash$87 $(97)(46)(69)131 
Increase (decrease) in cash, cash equivalents and restricted cash20,756 (982)(53,365)40,678 126,730 
Cash, cash equivalents and restricted cash at the beginning of the period168,443 157,494 242,564 115,834 115,834 
7

NOVOCURE LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Cash, cash equivalents and restricted cash at the end of the period$189,199 $156,512 $189,199 $156,512 $242,564 
Supplemental cash flow activities:
Cash paid during the period for:
Income taxes paid (refunded), net$6,637 $1,202 $17,053 $8,745 $13,665 
Interest paid$2,964 $ $4,934 $1 $6 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$185,422 $154,860 $185,422 $154,860 $240,821 
Restricted cash3,777 1,652 3,777 1,652 1,743 
Total cash, cash equivalents and restricted cash$189,199 $156,512 $189,199 $156,512 $242,564 
Non-cash activities:
Right-of-use assets obtained (disposed) in exchange for lease liabilities
$757 $4,693 $(610)$10,477 $18,063 
Purchase of property incurred but unpaid at period end $201 $ $201 $ $1,714 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
8

NOVOCURE LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED 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 the Bailiwick of Jersey and is principally engaged in the development, manufacture and commercialization of Tumor Treating Fields ("TTFields") devices, including Optune Gio and Optune Lua (collectively, our "Products"), for the treatment of solid tumor cancers. The Company markets Optune Gio and Optune Lua in multiple countries around the globe with the majority of revenues coming from the use of Optune Gio in the U.S., Germany, France and Japan. The Company also has a License and Collaboration Agreement (the "Zai Agreement") with Zai Lab (Shanghai) Co., Ltd. ("Zai") to market Optune in China, Hong Kong, Macau and Taiwan ("Greater China").
Financial statement preparation. The accompanying unaudited consolidated financial statements include the accounts of the Company and intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation for the periods presented. The preparation of these unaudited 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 unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. These unaudited 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, 2023 (the "2023 10-K") filed with the Securities and Exchange Commission on February 22, 2024.
The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the 2023 10-K are applied consistently in these unaudited interim consolidated financial statements.
Concentration Risks. The Company's cash, cash equivalents, short-term investments and trade receivables are potentially subject to a concentration of risk. Cash, cash equivalents and short-term investments are invested at top tier financial institutions globally and the total value invested at any one institution is limited pursuant to the Company's investment policy. These investments may be in excess of insured limitations or not insured in certain jurisdictions. Generally, these investments may be redeemed upon demand according to the terms of the securities.

The Company's trade receivables are due from numerous governments and federal and state agencies that are paid from their respective budgets, and from hundreds of health insurance companies. The Company does not believe that there are significant default risks associated with these governments, agencies and health insurance companies based upon the Company's historical experience.

The Company has no off-balance sheet concentrations of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
Recently announced accounting pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

9

NOTE 2: CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents include items almost as liquid as cash, with maturity periods of three months or less when purchased, and short-term investments include items with maturity dates between three months and one year when purchased. As of September 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents and short-term investments were composed of:
September 30, 2024
Unaudited
Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
Cash$13,765 $— $— $13,765 $13,765 $13,765 $— 
Money market fundsLevel 1171,657 — — 171,657 171,657 171,657 — 
Certificate of deposits and term depositsLevel 2199,410 — — 199,410 199,410 199,410 
HTM securities (1)
U.S. Treasury billsLevel 1$118,319 $194 $ 118,513 118,319 $ $118,319 
Corporate debt securitiesLevel 2$456,747 $1,942 $(1)458,688 456,747 $ $456,747 
$575,066 $2,136 $(1)$577,201 $575,066 $ $575,066 
Total$959,898 $2,136 $(1)$962,033 $959,898 $185,422 $774,476 

December 31, 2023
Audited
Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
Cash$9,955 $— $— $9,955 $9,955 $9,955 $— 
Money market fundsLevel 1227,166 — — 227,166 227,166 227,166 — 
Certificate of deposits and term depositsLevel 2153,169 — — 153,169 153,169 3,700 149,469 
HTM securities (1)
U.S. Treasury billsLevel 1$78,844 $55 $(110)78,789 78,844 $— $78,844 
Government and governmental agenciesLevel 2$24,940 $13 $ 24,953 24,940 $— $24,940 
Corporate debt securitiesLevel 2$416,542 $486 $(149)416,879 416,542 $ $416,542 
$520,326 $554 $(259)$520,621 $520,326 $ $520,326 
Total$910,616 $554 $(259)$910,911 $910,616 $240,821 $669,795 
(1)    Changes in fair value of held-to-maturity ("HTM") securities are presented for disclosure purposes as required by ASC 320 "Investments — Debt Securities" and are recorded as finance expenses only if the unrealized loss is identified as a credit loss.
10

(2)    Pursuant to a bank guaranty agreement,$16,741 of short-term investments are pledged. See Note 4.
In accordance with ASC 820, "Fair Value Measurements and Disclosures," the Company measures its money market funds at fair value. The fair value of the money market funds and HTM securities, which is presented for disclosure purposes, is classified within Level 1 or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
As of September 30, 2024 and December 31, 2023, all investments mature in one year or less.
Unrealized losses from debt securities are primarily attributable to changes in interest rates. The Company does not believe any remaining unrealized losses represent impairments based on the evaluation of available evidence.

NOTE 3: INVENTORIES
Inventories are stated at the lower of cost or net realizable value. The weighted average methodology is applied to determine cost. As of September 30, 2024 and December 31, 2023, the Company’s inventories were composed of:
September 30,
2024
December 31,
2023
 UnauditedAudited
Raw materials$8,869 $10,265 
Work in progress10,342 9,796 
Finished products19,885 18,091 
Total$39,096 $38,152 

NOTE 4: COMMITMENTS AND CONTINGENT LIABILITIES
Operating Leases. The facilities of the Company are leased under various operating lease agreements for periods, including options for extensions, ending no later than 2044. The Company also leases motor vehicles under various operating leases, which expire on various dates, the latest of which is in 2027.
Pledged deposits and bank guarantees. As of September 30, 2024 and December 31, 2023, the Company pledged bank deposits of $2,350 and $2,848, respectively, to cover bank guarantees in respect of its leases of operating facilities and obtained bank guarantees for the fulfillment of the Company’s lease and other contractual commitments of $2,720 and $3,216, respectively. In addition, €15,000 ($16,741) of the Company's short term investments are pledged to a bank as guarantee for the Company's due execution of cash concentration agreements.
Legal Proceedings. In June 2023, a putative class action lawsuit was filed against the Company, its Executive Chairman and its Chief Executive Officer. The complaint, later amended to add our Chief Financial Officer as a defendant, which purports to be brought on behalf of a class of persons and/or entities who purchased or otherwise acquired ordinary shares of the Company from January 5, 2023 through June 5, 2023, alleges material misstatements and/or omissions in the Company’s public statements with respect to the results from its phase 3 LUNAR clinical trial. The Company believes that the action is without merit and plans to defend the lawsuit vigorously. As of September 30, 2024, the Company has not accrued any amounts in respect of this claim, as it believes liability is not probable and the amount of any potential liability cannot be reasonably estimated.
NOTE 5: LONG-TERM DEBT, NET
a.Convertible notes
On November 5, 2020, the Company issued $575,000 aggregate principal amount of 0% Convertible Senior Notes due 2025 (the “Notes”).
The Notes mature on November 1, 2025, unless earlier repurchased, redeemed or converted as set forth in the Notes. As of September 30, 2024, the conditions allowing holders of the Notes to convert were not met.
In June 2024 the Company redeemed $14,055 of Notes in consideration of $12,913. The gain from redemption was reported as finance income in accordance with ASC 470 "Debt with Conversion and Other Options".
11

The net carrying amount of the liability of the Notes as of September 30, 2024 and December 31, 2023 are as follows:
September 30,
2024
December 31,
2023
UnauditedAudited
Liability component, net:
Principal amount$560,945 $575,000 
Unamortized issuance costs (3,612)(6,178)
Net carrying amount of liability component (1)$557,333 $568,822 
Presented as:
Short-term liability (2)
$557,333 $ 
Long-term liability
$ $568,822 
(1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820. The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2024 and December 31, 2023 were $523,068 and $515,962, respectively.
The net carrying amount of the liability is represented by the principal amount of the Notes, less total issuance costs plus any amortization of issuance costs. The total issuance costs upon issuance of the Notes were $16,561 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. Interest expense is recognized at an annual effective interest rate of 0.59% over the contractual term of the Notes.
(2) In January 2021, the Company elected to settle all conversions of Notes by a combination of cash and its ordinary shares and the cash portion per $1,000 principal amount of Notes for all conversion settlements shall be $1,000. Holders have the right to convert Notes beginning in August 2025. Since any conversion will result in the payment of cash as described above, the liability has been reclassified as current.
Finance expense related to the Notes was as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Gain from redemption of Notes
  (1,142)  
Amortization of debt issuance costs
825 836 2,566 2,477 3,313 
Total finance expenses (income) recognized
$825 $836 $1,424 $2,477 $3,313 
b. Senior secured credit facility, net
On May 1, 2024 Novocure Luxembourg S.a.r.l. ("Borrower"), a wholly-owned subsidiary of the Company, entered into a new five-year senior secured credit facility of up to $400.0 million (the "Facility") with BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP (collectively, the "Lenders"), BioPharma Credit PLC, as collateral agent for the Lenders, and the guarantors party to such agreement (the "Loan Agreement"). The Facility may be drawn in up to four drawings. The Loan Agreement provides for an initial term loan in the principal amount of $100.0 million (the "Tranche A Loan"), which was funded to the Borrower on May 1, 2024 (the "Tranche A Funding Date"). Under the Loan Agreement, the Borrower is required to draw $100.0 million on the Facility on or before June 30, 2025 (the "Tranche B Loan"), subject to customary conditions precedent as set forth in the Loan Agreement. Not later than December 31, 2025, the Borrower has the option to draw an additional $100.0 million of the Facility (the "Tranche C Loan") if (i) (A) the Company has received positive results from its PANOVA-3 phase 3 clinical trial or (B) the Company's trailing net revenues for the most recently completed four quarters as reported by the Company in its financial statements filed with the U.S. Securities and Exchange Commission ("Trailing Four Quarters of Net Revenue") are greater than $575.0 million and (ii) the Notes are extinguished in full and are no longer outstanding. Not later than March 31, 2026, the Borrower has the option to draw an additional $100.0 million of the Facility (the "Tranche D Loan") if (i) the Company receives an approval or clearance from the U.S. Food and Drug Administration for the Company's Tumor Treating Fields device for a pancreatic cancer indication or (ii) Trailing
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Four Quarters of Net Revenue is greater than $625.0 million. The obligations under the Loan Agreement are guaranteed by certain of the Company's subsidiaries and secured by a first lien on the Borrower's and certain of the Company's other subsidiaries’ assets. Outstanding term loans under the Loan Agreement will bear interest at an annual rate equal to 6.25% plus the three-month SOFR (subject to a 3.25% floor), payable quarterly in arrears and calculated on the basis of actual days elapsed in a 360-day year. The Borrower must pay 2.5% of additional consideration on each principal draw, with payment for the Tranche A Loan and the Tranche B Loan paid on the Tranche A Funding Date, and payments for the Tranche C Loan and the Tranche D Loan on their respective funding dates. Principal under the Facility will be repaid in eight equal quarterly repayments commencing with the third quarter of 2027 and continuing each quarter thereafter, with the final payment of outstanding principal due on the fifth anniversary of the Tranche A Funding Date. Voluntary prepayment of all, but not less than all, of the term loans outstanding is permitted at any time, subject to make-whole and prepayment premiums as set forth in the Loan Agreement. Prepayment of all term loans outstanding, subject to make-whole and prepayment premiums, is due and payable upon a change-in-control as defined in the Loan Agreement. Make-whole and prepayment premiums are due and payable for the Tranche B Loans for any voluntary prepayment of the term loans outstanding, upon a change-in-control (as defined in the Loan Agreement), and upon any acceleration of the maturity date, in each case regardless of whether the Tranche B Loan is drawn. The Loan Agreement contains a financial covenant only if the Tranche C Loan and/or Tranche D Loan are funded, in which case the Company is required to maintain at least Trailing Four Quarters of Net Revenue of at least $500.0 million, calculated on a trailing twelve-month basis as of the end of each fiscal quarter, beginning with the first quarter of 2027 based on year-end 2026 audited financial statements.
As of September 30, 2024 the Company had borrowed the Tranche A Loan in the principal amount of $100,000.
September 30,
2024
December 31,
2023
UnauditedAudited
Liability component, net:
Principal amount$100,000 $ 
Unamortized issuance costs (2,851) 
Net carrying amount of liability component (1)$97,149 $ 
(1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820. The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2024 and December 31, 2023 were $115,011 and $0, respectively.
The net carrying amount of the liability is represented by the principal amount of the Notes, less total issuance costs plus any amortization of issuance costs. The total issuance costs upon issuance of the Notes were $3,078 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. For purposes of calculating the net carrying amount, the annual effective interest rate is assumed to be 13.3% over the remaining contractual term of the Notes.
Finance expense related to the Facility was as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Interest
2,960  4,922   
Amortization of debt issuance costs
187  227   
Total finance expense recognized
$3,147 $ $5,149 $ $ 
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NOTE 6: REVENUE RECOGNITION
a.     Net revenues
The Company’s net revenues by geographic region, based on the patient’s location are summarized as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
 20240202320242023
2023
United States$98,345 $86,243 $284,599 $258,429 $349,743 
International markets:
Germany16,990 14,683 47,834 45,547 60,210 
France 15,243 4,157 39,998 4,157 11,736 
Japan8,581 7,588 24,062 24,118 31,668 
Other international markets11,311 7,894 32,053 24,481 32,757 
International markets - Total52,125 34,322 143,947 98,303 136,371 
Greater China (1)
4,625 6,756 15,408 18,822 23,224 
Total net revenues$155,095 $127,321 $443,954 $375,554 $509,338 
(1) For additional information, see Notes 12 and 13 to the Consolidated Financial Statements in the 2023 10-K.

The Company's net revenues by performance period are as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
 202402023202420232023
Net revenues recognized in the reporting period from performance obligations satisfied in:
Reporting period$142,960 $125,704 $417,023 $362,636 $492,089 
Previous periods12,135 1,617 26,931 12,918 17,249 
Total net revenues$155,095 $127,321 $443,954 $375,554 $509,338 
b.     Contract balances
The following table provides information about trade receivables, unbilled receivables and contract liabilities from contracts with customers:
September 30,
2024
December 31,
2023
 UnauditedAudited
Trade receivables$61,316 $56,970 
Unbilled receivables$5,744 $4,251 
Deferred revenues (short-term contract liabilities)(14,866)(16,224)
During the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023 the Company recognized $16,224, $18,028 and $18,028, respectively, which were included in the deferred revenues (short-term contract liability) balance at January 1, 2024 and 2023.

NOTE 7: SHARE OPTION PLANS AND ESPP
In September 2015, the Company adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”). Under the 2015 Plan, the Company can issue various types of equity compensation awards such as share options, restricted
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shares, performance shares, restricted share units (“RSUs”), performance-based share units (“PSUs”), long-term cash awards and other share-based awards.
Options granted under the 2015 Plan generally have a two-year or four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan that are canceled or forfeited before expiration become available for future grants. RSUs granted under the 2015 Plan generally vest over a three-year period. PSUs granted under the 2015 Plan generally vest between a three- and six-year period as performance targets are attained. RSUs and PSUs granted under the 2015 Plan that are canceled before expiration become available for future grants.
As of September 30, 2024, no ordinary shares were available for grant under the 2015 Plan (see below).
In April 2024, the Company adopted the 2024 Omnibus Incentive Plan (the "2024 Plan"), which replaced the 2015 Plan, effective June 5, 2024 (the "Effective Date") following approval from the Company's shareholders. Under the 2024 Plan, the Company can issue various types of equity compensation awards such as share options, restricted shares, performance shares, restricted share units (“RSUs”), performance-based share units (“PSUs”), long-term cash awards and other share-based awards. The total number of shares of the Company’s ordinary shares that may be granted under the 2024 Plan consists of (i) up to 9,000,000 ordinary shares (reduced by 433,018 shares subject to awards granted under the 2015 Plan after April 2, 2024), all of which were available under the 2015 Plan and which ceased to be available for future awards under the 2015 Plan as of the Effective Date and (ii) the number of undelivered shares subject to outstanding awards under the 2015 Plan that become available for future awards under the 2024 Plan as provided for in the 2024 Plan.
Options granted under the 2024 Plan generally will have a two-year or four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan and 2024 Plan that are canceled or forfeited before expiration become available for future grants under the 2024 Plan. RSUs granted under the 2024 Plan generally will vest over a three-year period. PSUs granted under the 2024 Plan generally will vest between a three- and six-year period as performance targets are attained. RSUs and PSUs granted under the 2015 Plan and 2024 Plan that are canceled before expiration become available for future grants under the 2024 Plan.
As of September 30, 2024, 9,581,731 ordinary shares were available for grant under the 2024 Plan.
A summary of the status of the Company’s option plans as of September 30, 2024 and changes during the period then ended is presented below:
Nine months ended September 30, 2024
Unaudited
Number
of options
Weighted
average
exercise
price
Outstanding at beginning of year8,539,507 $40.07 
Granted3,797,704 15.88 
Exercised(184,633)7.77 
Forfeited and canceled(719,823)50.14 
Outstanding as of September 30, 202411,432,755 $31.92 
Exercisable options6,804,138 $35.14 
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A summary of the status of the Company’s RSUs and PSUs as of September 30, 2024 and changes during the period then ended is presented below.
Nine months ended September 30, 2024
Unaudited
Number
of RSU/PSUs
Weighted
average
grant date fair value
Unvested at beginning of year5,813,066 $60.52 
Granted9,454,291 15.40 
Vested(661,337)84.17 
Forfeited and cancelled(1,252,395)39.97 
Unvested as of September 30, 2024 (1)13,353,625 29.33 

(1) Includes PSUs that have a mix of service, market and other milestone performance vesting conditions which are vested upon achievements of performance milestones that are not probable as of September 30, 2024, in accordance with ASC 718 "Compensation — Stock Compensation" as follows:
 September 30, 2024
Number of
PSUs
Fair value at grant date per PSUTotal fair value at grant date
541,918 $16.30 $8,833 
37,893 19.44 737 
2,703,852 48.16 130,218 
161,422 76.97 12,425 
234,512 80.59 18,899 
15,210 87.66 1,333 
3,694,807 $172,445 
These PSUs will be expensed over the performance period when the vesting conditions become probable in accordance with ASC 718.
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 are construed in a manner consistent with the requirements of such section. As of September 30, 2024, 5,557,123 ordinary shares were available to be purchased by eligible employees under the ESPP.
The fair value of share-based awards was estimated using the Black-Scholes model for all equity grants. For market condition awards, the Company also applied the Monte-Carlo simulation model. The Company assessed fair value using the following underlying assumptions: 
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Nine months ended September 30,Year ended December 31,
2023
20242023
UnauditedAudited
Stock Option Plans
Expected term (years)
5.50-5.73
5.50-6.00
5.50-6.00
Expected volatility
71%-73%
63%-67%
63%-70%
Risk-free interest rate
3.88%-4.43%
3.48%-4.16%
3.48%-4.79%
Dividend yield0.00 %0.00 %0.00 %
ESPP
Expected term (years)0.500.500.50
Expected volatility
73%-90%
56%-122%
56%-122%
Risk-free interest rate
5.13%-5.23%
4.76%-5.38%
4.76%-5.38%
Dividend yield0.00 %0.00 %0.00 %
The total non-cash share-based compensation expense related to all of the Company’s equity-based awards recognized for the three and nine months ended September 30, 2024 and 2023, and the year ended December 31, 2023 was:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Cost of revenues$1,834 $1,511 $5,280 $5,540 $6,587 
Research, development and clinical studies7,294 6,683 25,421 26,999 31,827 
Sales and marketing10,276 8,973 31,220 30,830 35,968 
General and administrative11,960 9,179 35,357 34,801 41,226 
Total share-based compensation expense$31,364 $26,346 $97,278 $98,170 $115,608 


NOTE 8: Basic and diluted net income (loss) per ordinary share
Basic net income (loss) per share is computed based on the weighted average number of ordinary shares outstanding during each period. Diluted net income per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus potential dilutive shares (deriving from options, RSUs, PSUs, Notes and the ESPP) considered outstanding during the period, in accordance with ASC 260-10 "Earnings Per Share", as determined under the treasury stock or if-converted method, as applicable.
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The following table sets forth the computation of the Company’s basic and diluted net income (loss) per ordinary share:
 Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
 2024202320242023
UnauditedUnauditedAudited
Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share$(30,570)$(49,485)$(102,705)$(159,964)$(207,043)
Weighted average number of ordinary shares used in computing diluted net income (loss) per share108,247,716 106,772,814 107,679,501 106,219,194 106,391,178 
Potentially anti-dilutive shares that were excluded from the computation of basic net income (loss) per share:
Options9,887,237 6,250,189 9,392,376 6,354,627 6,950,781 
RSUs and PSUs
4,651,689 2,590,322 3,880,895 1,470,542 1,423,377 
ESPP79,887 96,444 198,999 150,930 161,627 
Weighted anti-dilutive shares outstanding which were not included in the diluted calculation14,618,813 8,936,955 13,472,270 7,976,099 8,535,785 
Basic and diluted net income (loss) per ordinary share$(0.28)$(0.46)$(0.95)$(1.51)$(1.95)

NOTE 9: SUPPLEMENTAL INFORMATION
The Company operates in a single reportable segment.
The following table presents long-lived assets by location:
September 30,
2024
December 31,
2023
 UnauditedAudited
United States$53,533 $41,634 
Israel8,464 8,317 
Switzerland17,070 7,733 
Others7,097 5,179 
Total long lived assets$86,164 $62,863 
Restructuring
In November 2023, the Company announced a series of actions to strengthen and optimize its business operations to support near-term growth drivers and long-term value creation. The plan included a reduction in headcount of approximately 200 employees or 13% of the Company's then current workforce. The Company incurred restructuring costs (including severance pay, garden leave payments, etc.) for the three and nine months ended September 30, 2024 and the year ended December 31, 2023, as follows:
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Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Cost of revenues$ $ $52 $ $262 
Research, development and clinical studies  275  2,070 
Sales and marketing  1,512  2,404 
General and administrative  164  1,495 
Total restructuring cost
$ $ $2,003 $ $6,231 
Restructuring costs paid during the period
$ $ $5,455 $ $2,753 

These restructuring costs were offset by accrual reversals for the three and nine months ended September 30, 2024 and the year ended December 31, 2023 in the amount of $0, $369 and $3,041, respectively, which relate to the terminated employees' exits from the Company’s cash incentive plans. These restructuring costs were further offset by forfeited equity-based compensation expense reversals for the three and nine months ended September 30, 2024 and the year ended December 31, 2023 in the amount of $0, $1,991 and $9,313, respectively, which relate to the terminated employees' exits from the Company’s equity incentive plan.
NOTE 10: SUBSEQUENT EVENT
On October 15, 2024, the Company issued a press release announcing that that the U.S. Food and Drug Administration (FDA) has approved Optune Lua® for concurrent use with PD-1/PD-L1 inhibitors or docetaxel, for the treatment of adult patients with metastatic non-small cell lung cancer who have progressed on or after a platinum-based regimen. As a result of this approval, the Company expects to expense approximately $33,157 related to the vesting of PSUs granted to an executive officer. See Note 7 above.


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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 unaudited consolidated financial statements and the notes thereto for the period ended September 30, 2024 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. Please refer to the information under the heading “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this report. References to the words “we,” “our,” “us,” and the “Company” in this report refer to NovoCure Limited, including its consolidated subsidiaries.
Critical Accounting Policies and Estimates
In accordance with U.S. generally accepted accounting principles (“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 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 10-K"). For additional information, see Note 1 to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report. There were no other material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our 2023 10-K.
Overview
We are a global oncology company with a proprietary platform technology called Tumor Treating Fields ("TTFields"), which are electric fields that exert physical forces to kill cancer cells via a variety of mechanisms. Our key priorities are to drive commercial adoption of Optune Gio® and Optune Lua®, our commercial TTFields therapy devices, and to advance clinical and product development programs intended to extend overall survival in some of the most aggressive forms of cancer.
Optune Gio is approved by the U.S. Food and Drug Administration ("FDA") under the Premarket Approval ("PMA") pathway for the treatment of adult patients with newly diagnosed glioblastoma ("GBM") together with temozolomide, a chemotherapy drug, and for adult patients with GBM following confirmed recurrence after chemotherapy as monotherapy treatment. We also have a CE certificate to market Optune Gio for the treatment of GBM in the European Union ("EU"), as well as approval or local registration in the United Kingdom ("UK"), Japan, Canada and certain other countries. Optune Lua is approved by the FDA under the PMA pathway for the treatment of adult patients with metastatic non-small cell lung cancer ("NSCLC") concurrent with PD-1/PD-L1 inhibitors or docetaxel following progression on or after a platinum-based regimen and under the Humanitarian Device Exemption ("HDE") pathway to treat malignant pleural mesothelioma and pleural mesothelioma (together, "MPM") together with standard chemotherapies. We have also received CE certification in the EU and approval or local registration to market Optune Lua in certain other countries for the treatment of MPM. We market Optune Gio and Optune Lua in multiple countries around the globe with the majority of our revenues coming from the use of Optune Gio in the U.S., Germany, France and Japan. We are actively evaluating opportunities to expand our international footprint.
We believe the physical mechanisms of action behind TTFields therapy may be broadly applicable to solid tumor cancers. We are focusing our research and development activities in areas of greatest anticipated value creation. This includes NSCLC, brain cancers, and pancreatic cancer.
In October 2024, the U.S. FDA approved our PMA application for Optune Lua use concurrent use with PD-1/PD-L1 inhibitors or docetaxel for the treatment of adult patients with metastatic NSCLC who have progressed on or after a platinum-based regimen. This application was based on the results from the phase 3 LUNAR trial, which showed patients treated with TTFields therapy concomitant with PD-1/PD-L1 inhibitors or docetaxel exhibited a statistically significant and clinically meaningful improvement in median overall survival (OS) compared to patients treated with PD-1/PD-L1 inhibitors or docetaxel alone. The LUNAR trial included two pre-specified powered secondary endpoints. The first secondary endpoint, which met statistical significance, assessed median OS in patients treated with Optune Lua concurrently with a PD-1/PD-L1 inhibitor versus a PD-1/PD-L1 inhibitor alone. The second secondary endpoint, which showed a positive trend but did not meet statistical significance, assessed Optune Lua
20

concurrently with docetaxel versus docetaxel alone. We have also filed applications for use to the necessary regulatory bodies in Europe and Japan.
In June 2024, we presented positive results from the phase 3 METIS trial, evaluating the use of TTFields therapy and supportive care for the treatment of patients with 1-10 brain metastases from NSCLC following stereotactic radiosurgery (“METIS”) at the 2024 American Society of Clinical Oncology (ASCO) annual meeting. The METIS trial met its primary endpoint, demonstrating a statistically significant improvement in time to intracranial progression for adult patients treated with TTFields therapy and supportive care compared to patients treated with supportive care alone. Patients treated with TTFields therapy and supportive care exhibited a median time to intracranial progression of 21.9 months compared to 11.3 months in patients treated with supportive care alone for brain metastasis (n=298; hazard ratio=0.67; P=0.016). These data are expected to serve as the basis for regulatory submissions. In October 2024, the FDA granted Breakthrough Device designation for the use of our NovoTTF-200M device and supportive care for the treatment brain metastases from NSCLC as used in the METIS protocol. The designation offers us an opportunity to interact with FDA experts throughout the premarket review phase and allows for prioritized review of regulatory submissions.
In June 2024, we presented top-line results from the prospective, non-interventional TIGER study at the 2024 ASCO annual meeting. The TIGER study investigated the use of TTFields therapy in routine clinical use in the treatment of newly diagnosed GBM in Germany. Of the 710 patients enrolled in the study between August 2017 to November 2019, 429 patients received TTFields therapy, across 81 participating centers. Median overall survival for patients treated with TTFields therapy was 19.6 months (95% CI, 17.9-22.4) and median progression-free survival was 10.2 months (95% CI, 9.4-11.4). TTFields therapy use was not associated with an increase in systemic toxicity and was well tolerated. The outcomes observed in the TIGER study are consistent with the survival and safety results from our phase 3 EF-14 clinical trial.
In March 2024, an exploratory subgroup analysis of the phase 3 INNOVATE-3 clinical trial was presented at the European Society of Gynaecological Oncology 2024 Congress. The randomized, phase 3 INNOVATE-3 trial evaluated the use of TTFields therapy together with paclitaxel in platinum-resistant ovarian cancer in patients with a maximum of five total prior lines of systemic therapy. While the INNOVATE-3 trial did not meet its primary overall survival endpoint in the intent-to-treat population, the exploratory subgroup analysis found that pegylated liposomal doxorubicin (PLD) -naïve patients randomized to receive TTFields therapy and paclitaxel demonstrated significant improvement in median overall survival compared to PLD-naïve patients treated with paclitaxel alone. These data provide valuable insights into the use of TTFields therapy in the treatment of solid tumors and will be informative in the design of future clinical trials. Novocure and investigators will continue to analyze the data from the INNOVATE-3 trial.
We have several ongoing or planned trials which will further explore the use of TTFields therapy in the treatment of NSCLC, pancreatic cancer, and primary brain cancer.
Alongside the LUNAR and METIS phase 3 trials, our NSCLC program includes the phase 3 LUNAR-2 trial, which explores the use of TTFields therapy together with pembrolizumab and platinum-based chemotherapy as first-line treatment for metastatic NSCLC and the phase 2 LUNAR-4 trial, which evaluates the use of TTFields therapy together with an immune checkpoint inhibitor (ICI) following prior ICI treatment as a second-line treatment for metastatic NSCLC. LUNAR-2 and LUNAR-4 are currently open and enrolling. Finally, our phase 2 KEYNOTE B36 trial is exploring the use of TTFields therapy together with pembrolizumab for front-line treatment of locally advanced or metastatic NSCLC. We are evaluating appropriate next steps for this trial given its pace of enrollment and our focus on LUNAR-2.
Our pancreatic cancer program is comprised of the phase 3 PANOVA-3 trial and the phase 2 PANOVA-4 trial. The PANOVA-3 trial is exploring the use of TTFields therapy together with nab-paclitaxel and gemcitabine as front-line treatment for unresectable locally advanced pancreatic cancer and is fully enrolled with top-line data anticipated in the fourth quarter of 2024. The PANOVA-4 trial is exploring the use of TTFields therapy together with atezolizumab, gemcitabine and nab-paclitaxel for the treatment of metastatic pancreatic cancer and has completed enrollment with data anticipated in 2026.
Our primary brain cancer clinical trial program includes the fully enrolled phase 3 TRIDENT trial and the phase 3 KEYNOTE D58 trial. The TRIDENT trial is exploring the use of TTFields therapy concomitant with radiation and chemotherapy for the treatment of newly diagnosed GBM and data is anticipated in 2026. The KEYNOTE D58 trial is evaluating the use of TTFields therapy together with temozolomide and pembrolizumab for the treatment of newly diagnosed GBM and we are initiating clinical sites.
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We anticipate expanding our clinical pipeline over time to study the safety and efficacy of TTFields therapy for additional solid tumor indications and combinations with other cancer treatment modalities.The table below presents the current status of the ongoing clinical trials in our pipeline and anticipated timing of data.
Q3 2024 Pipeline v4.jpg
Our therapy is delivered through a medical device and we continue to advance our Products with the intention to extend survival and maintain quality of life for patients. We have several product development programs underway that are designed to optimize TTFields delivery to the target tumor and enhance patient ease of use. One of these initiatives is the launch of new arrays, which are thinner, lighter and more flexible. We have obtained a CE Mark and rolled out our new arrays in multiple European countries. We submitted the new arrays for regulatory approval in the U.S. and Japan and are awaiting regulatory decisions.
In 2018, we granted Zai Lab (Shanghai) Co., Ltd. ("Zai") a license to commercialize our Products in China, Hong Kong, Macau and Taiwan ("Greater China") under a License and Collaboration Agreement (the "Zai Agreement"). The Zai Agreement also establishes a development partnership intended to accelerate the development of TTFields therapy in multiple solid tumor cancer indications. For additional information, see Note 13 to the 2023 10-K.
In September 2024, we announced that our Chief Executive Officer (CEO), Asaf Danziger, will retire at year-end 2024 and Novocure’s Chief Financial Officer (CFO), Ashley Cordova, will succeed him as the company’s next CEO. Mr. Danziger, who has served as CEO since 2002, will serve as Senior Advisor through 2026, and will continue to serve on Novocure’s Board of Directors. These changes will become effective on January 1, 2025. In addition, Mukund Paravasthu transitioned into the role of Chief Operating Officer, effective October 1, 2024.
In October 2024, we announced the appointment of Christoph Brackmann as our CFO, effective January 1, 2025. Mr. Brackmann joined in October 2024 as a Senior Finance Advisor and will continue in that role until his appointment as CFO takes effect. Prior to joining Novocure, Mr. Brackmann served as Senior Vice President, Finance at Moderna Inc. from October 2019 to June 2024. During that time Mr. Brackmann built out the finance team across FP&A, accounting, tax, treasury, procurement and business service centers to support Moderna’s scale-up. Mr. Brackmann earned his Master of Business Administration from the SDA Bocconi School of Management in 2003 and holds a degree in Business and Economics from the University of Manheim.
We view our operations and manage our business in one operating segment. For the three and nine months ended September 30, 2024, our net revenues were $155.1 million and $444.0 million, respectively. Our net loss for the three and nine months ended September 30, 2024 was $30.6 million and $102.7 million, respectively. As of September 30, 2024, we had an accumulated deficit of $1,088.2 million.
Impact of Current Events
On October 7, 2023, the State of Israel was attacked and is in a state of war. As of the date of this filing, we believe that there is no immediate risk to our business facilities or operations. Our supply chain teams have increased stock levels to mitigate distribution and service risks from our suppliers in Israel.
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Commentary on Results of Operations
Net revenues. Our revenues are primarily derived from patients using our Products in our active markets. We charge for treatment with our Products on a monthly basis. Our potential net revenues per patient are determined by our ability to secure payment, the monthly fee we collect and the number of months that the patient remains on therapy.
We also receive revenues pursuant to the Zai Agreement. For additional information regarding the Zai Agreement, see Note 13 to the Consolidated Financial Statements in our 2023 10-K.
Cost of revenues. We contract with third parties to manufacture our Products. Our cost of revenues is primarily comprised of the following:

disposable arrays;
depreciation expense for the field equipment, including the electric field generator used by patients;
patient support and other personnel costs; and
overhead costs, such as facilities, freight and depreciation of property, plant and equipment associated with managing our inventory, warehousing and order fulfillment functions.
Operating expenses. Our operating expenses consist of research, development and clinical studies, 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.
Financial income (expenses), net. Financial income (expenses), net primarily consists of interest income from cash balances and short-term investments, credit facility interest expense and related debt issuance costs, and gains (losses) from foreign currency transactions. Our reporting currency is the U.S. dollar. We have historically held substantially all of our cash balances in U.S. dollar denominated accounts to minimize the risk of translational currency exposure.

Results of Operations
The following discussion provides an analysis of our results of operations and reasons for material changes therein for the three and nine months ended September 30, 2024 as compared to the three and nine months ended September 30, 2023. The tables contained in this section report U.S. dollars in thousands (except share, patient, and prescription data). The following table sets forth our consolidated statements of operations data:
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Three months ended September 30,Nine months ended September 30,
2024202320242023
UnauditedUnaudited
Net revenues$155,095 $127,321 $443,954 $375,554 
Cost of revenues35,372 32,092 103,715 95,724 
Gross profit119,723 95,229 340,239 279,830 
Operating costs and expenses:
Research, development and clinical studies51,882 53,623 158,435 168,754 
Sales and marketing59,830 57,964 171,652 167,621 
General and administrative40,103 41,887 117,344 124,609 
Total operating costs and expenses151,815 153,474 447,431 460,984 
Operating income (loss)(32,092)(58,245)(107,192)(181,154)
Financial income (expenses), net10,507 10,023 31,236 27,948 
Income (loss) before income taxes(21,585)(48,222)(75,956)(153,206)
Income taxes8,985 1,263 26,749 6,758 
Net income (loss)$(30,570)$(49,485)$(102,705)$(159,964)
Basic and diluted net income (loss) per ordinary share$(0.28)$(0.46)$(0.95)$(1.51)
Weighted average number of ordinary shares used in computing basic and diluted net income (loss) per share108,247,716 106,772,814 107,679,501 106,219,194 
The following table details the share-based compensation expense included in costs and expenses:
Three months ended September 30,Nine months ended September 30,
2024202320242023
UnauditedUnaudited
Cost of revenues$1,834 $1,511 $5,280 $5,540 
Research, development and clinical studies7,294 6,683 25,421 26,999 
Sales and marketing10,276 8,973 31,220 30,830 
General and administrative11,960 9,179 35,357 34,801 
Total share-based compensation expense$31,364 $26,346 $97,278 $98,170 

Key performance indicators
We believe certain commercial operating statistics are useful to investors in evaluating our commercial business as they help our management team and investors evaluate and compare the adoption of our Products from period to period. The number of active patients on therapy is our principal revenue driver. An "active patient" is a patient who is receiving treatment 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. Prescriptions are a leading indicator of demand. A "prescription received" is a commercial order for Optune Gio or Optune Lua that is received from a physician certified to treat patients with our Products for a patient not previously on Optune Gio or Optune Lua. Orders to renew or extend treatment are not included in this total.

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The following table includes certain commercial operating statistics for and as of the end of the periods presented.
September 30,
Operating statistics20242023
Active patients at period end
United States2,200 2,179 
International markets:
Germany570 492 
France393 165 
Japan437 353 
Other international513 450 
International markets - Total1,913 1,460 
Total4,113 3,639 
Three months ended September 30,Nine months ended September 30,
 2024202320242023
Prescriptions received in period
United States934 920 2,881 2,952 
International markets:
Germany217 163 629 575 
France171 150 533 302 
Japan99 85 298 249 
Other international165 149 522 441 
International markets - Total652 547 1,982 1,567 
Total1,586 1,467 4,863 4,519 
Three and nine months ended September 30, 2024 compared to three and nine months ended September 30, 2023
Three months ended September 30,Nine months ended September 30,
20242023% Change20242023% Change
Net revenues$155,095 $127,321 22 %$443,954 $375,554 18 %
Net revenues. Net revenues increased 22% to $155.1 million for the three months ending September 30, 2024 from $127.3 million for the same period in 2023. For the three and nine months ended September 30, 2024, the increase primarily resulted from $11.1 million and $35.8 million of net revenues from the successful launch in France and $12.1 million and $26.2 million of net revenues in the U.S. due to improved approval rates. The improved approval rates in the U.S. resulted in $4.7 million and $14.0 million of increased net revenue from prior period claims during the three- and nine- month periods, primarily from 2023.
Three months ended September 30,Nine months ended September 30,
20242023% Change20242023% Change
Cost of revenues$35,372 $32,092 10 %$103,715 $95,724 %
Cost of revenues. Our cost of revenues for the three months ended September 30, 2024 was $35.4 million, an increase of 10% from $32.1 million for the same period in 2023. For the three and nine months ended September 30, 2024, the increase in cost of revenues was primarily due to 13% growth in active patients, partially offset by lower equipment sales to Zai in the amount of $1.5 million and $1.9 million, respectively.
Excluding sales to Zai, cost of revenues per active patient per month was $2,713 for the three months ended September 30, 2024, an increase of 4% from $2,599 for the same period in 2023, primarily due to an increase in
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costs related to the rollout of our new arrays. Cost of revenues per active patient is calculated by dividing the cost of revenues for the quarter less equipment sales to Zai for the quarter by the average of the active patients at the end of the prior quarter and the ending active patients in the current quarter. This quarterly figure is then divided by three to estimate the monthly cost of revenues per active patient. Sales to Zai are deducted because they are sold at cost and in anticipation of future royalties from Zai, and Zai patient counts are not included in our active patient population. Product sales to Zai totaled $2.5 million and $8.4 million for the three and nine months ended September 30, 2024 compared to $4.0 million and $10.3 million for the three and nine months ended September 30, 2023.
Gross margin was 77% for the three months ended September 30, 2024 compared to 75% for the three months ended September 30, 2023. The improvement in gross margin is due to the increase in net revenue per patient primarily attributed to our improved approval rates in the US and successful launch in France. We expect that our gross margins will be impacted by current and future product enhancements, such as the launch of our new arrays in the U.S. and our launch in NSCLC. We continue to focus on opportunities to increase efficiencies and scale within our supply chain. This includes evaluating new materials, manufacturers, and processes that could lead to lower costs.
Operating Expenses.
Three months ended September 30,Nine months ended September 30,
20242023% Change20242023% Change
Research, development and clinical studies$51,882 $53,623 (3)%$158,435 $168,754 (6)%
Sales and marketing59,830 57,964 %171,652 167,621 %
General and administrative40,103 41,887 (4)%117,344 124,609 (6)%
Total operating expenses$151,815 $153,474 (1)%$447,431 $460,984 (3)%
Research, development and clinical study expenses. Research, development and clinical study expenses decreased 3% to $51.9 million for the three months ended September 30, 2024 from $53.6 million for the same period in 2023. For the three and nine months ended September 30, 2024, the change was primarily due to a decrease in personnel expenses. Total research and development expenses can fluctuate quarter-to-quarter dependent upon the amount of clinical research organization services delivered, clinical materials procured and the number of trials actively underway within a given quarter.
Sales and marketing expenses. Sales and marketing expenses increased 3% to $59.8 million for the three months ended September 30, 2024 from $58.0 million for the same period in 2023. For the three months ended September 30, 2024, the change was primarily driven by an $7.8 million increase in costs related to a sales force expansion in anticipation of a potential launch in NSCLC, partially offset by a $6.2 million reduction in marketing spend. For the nine months ended September 30, 2024, the increase was primarily driven by a $10.8 million increase related to the sales force expansion for NSCLC, partially offset by a $6.7 million reduction in marketing spend.
General and administrative expenses. General and administrative expenses decreased 4% to $40.1 million for the three-month period ended September 30, 2024 from $41.9 million for the same period in 2023. For the three and nine months ended September 30, 2024, these changes were primarily due to lower personnel and professional service expenses.
Three months ended September 30,Nine months ended September 30,
20242023% Change20242023% Change
Financial income (expenses), net$10,507 $10,023 %$31,236 $27,948 12 %
Financial income (expenses), net. For the three months ended September 30, 2024, financial income increased $0.5 million or 5% to $10.5 million from $10.0 million for the same period in 2023, primarily due to $0.8 million higher interest income and $3.5 million in favorable foreign exchange adjustments, offset by $3.0 million in interest expenses related to the senior secured credit facility (see "Senior Secured Term Loan Credit Facility" below). Financial income increased $3.3 million or 12%, to $31.2 million for the nine months ended September 30, 2024
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from $27.9 million in income for the same period in 2023, primarily due to $5.0 million in higher interest income, $2.3 million in favorable foreign exchange impact and $1.1 million in gain from redemption of the Notes, offset by $4.9 million in interest expenses related to the senior secured credit facility.
Three months ended September 30,Nine months ended September 30,
20242023% Change20242023% Change
Income taxes$8,985 $1,263 611 %$26,749 $6,758 296 %
Income taxes. Income taxes increased 611% to $9.0 million for the three months ended September 30, 2024 from $1.3 million for the same period in 2023 primarily due to $5.6 million resulting from the utilization of tax credits in 2023 related to prior years and a change in the mix of applicable statutory tax rates. Income taxes increased 296% to $26.7 million for the nine months ended September 30, 2024 from $6.8 million for the same period in 2023 primarily due to a $7.3 million decrease in tax benefits from share-based compensation, $5.2 million resulting from the utilization of tax credits in 2023 related to prior years and a change in the mix of applicable statutory tax rates.
Non-GAAP financial measures
We also measure our performance using a non-GAAP measurement of earnings before interest, taxes, depreciation, amortization and shared-based compensation (“Adjusted EBITDA”). We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because it helps investors evaluate and compare the results of our operations from period to period by removing the impact of earnings attributable to our capital structure, tax rate and material non-cash items, specifically share-based compensation.
We calculate Adjusted EBITDA as operating income before financial expenses and income taxes, net of depreciation, amortization and share-based compensation. The following table reconciles net income (loss), which is the most directly comparable GAAP operating performance measure, to Adjusted EBITDA.
Three months ended September 30,Nine months ended September 30,
20242023% Change20242023% Change
Net income (loss)$(30,570)$(49,485)(38)%$(102,705)$(159,964)(36)%
Add: Income tax8,985 1,263 611 %26,749 6,758 296 %
Add: Financial expenses (income), net(10,507)(10,023)%(31,236)(27,948)12 %
Add: Depreciation and amortization2,458 2,803 (12)%8,131 8,246 (1)%
EBITDA$(29,634)$(55,442)(47)%$(99,061)$(172,908)(43)%
Add: Share-based compensation31,364 26,346 19 %97,278 98,170 (1)%
Adjusted EBITDA$1,730 $(29,096)(106)%$(1,783)$(74,738)(98)%
Adjusted EBITDA increased by $30.8 million to $1.7 million for the three months ended September 30, 2024 from $(29.1) million for the same period in 2023. This increase was primarily driven by revenue growth from improved approval rates in the U.S. and a successful launch in France. The revenue increase drove a $24.5 million increase in gross profit. Actions taken during the November 2023 restructuring and a heightened focus on operational efficiencies reduced total operating expenses, excluding share-based compensation, by $6.3 million year-over-year. We intend to take actions that prioritize growth and maintain financial health and flexibility as we position our company for future profitability.

Liquidity and Capital Resources
We have incurred significant losses and cumulative negative cash flows from operations since our founding in 2000. As of September 30, 2024, we had an accumulated deficit of $1,088.2 million. To date, we have primarily financed our operations through the issuance and sale of equity and the proceeds from long-term loans.
At September 30, 2024, we had $959.9 million in cash, cash equivalents and short-term investments, an increase of $49.3 million compared to $910.6 million at December 31, 2023, primarily as a result of the $100 million draw down of the first tranche of our senior secured credit facility in May 2024 (see "Senior Secured Term Loan Credit Facility" below), offset by net cash used in operations and used in investing activities. We believe our cash, cash equivalents and short-term investments as of September 30, 2024 are sufficient for our operations for at least the next 12
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months based on our existing business plan and our ability to control the timing of significant expense commitments. We expect that our operating expenses will continue to increase over the next several years and may outpace our gross profit as we prepare to expand into additional indications beyond GBM. As a result, we may need to raise additional capital to fund our operations.
The following summary of our cash flows for the periods indicated has been derived from our unaudited consolidated financial statements, which are included elsewhere in this Quarterly Report:
Nine months ended September 30,
20242023Change% Change
Net cash provided by (used in) operating activities$(22,918)$(58,778)$35,860 (61)%
Net cash provided by (used in) investing activities(118,031)85,648 (203,679)(238)%
Net cash provided by financing activities87,630 13,877 73,753 531 %
Effect of exchange rate changes on cash and cash equivalents(46)(69)23 (33)%
Net increase (decrease) in cash, cash equivalents and restricted cash$(53,365)$40,678 $(94,043)(231)%
Operating activities. Net cash used in or provided by operating activities represents our net income (loss) for the periods presented, share-based compensation and depreciation and amortization. Operating cash flows are also impacted by changes in working capital.
Net cash used in operating activities decreased by $35.9 million from $58.8 million net cash used in operating activities for the nine months ended September 30, 2023 to $22.9 million net cash used in operating activities for the nine months ended September 30, 2024. This was a result of a $57.3 million reduction in net loss, offset by a $22.9 million increase in working capital primarily driven by a $33.1 million increase in accounts receivable and a $7.4 million decrease of inventories, a decrease of $6.0 million in cash to non-cash based expenses primarily consisting of shared-based compensation, and a decrease of $4.4 million in other long term assets and an increase of $2.8 million in other long-term liabilities.
Investing activities. Our investing activities consist primarily of investments in and redemptions of our short-term investments as well as investments in property and equipment.
Net cash used in investing activities was $118.0 million for the nine months ended September 30, 2024, compared to $85.6 million provided by investing activities for the nine months ended September 30, 2023. The $118.0 million net cash used in investing activities for the nine months ended September 30, 2024 was primarily attributable to $84.1 million of the net purchase of short term investments and the purchase of $33.9 million of property and equipment. The $85.6 million net cash provided by investing activities for the nine months ended September 30, 2023 was primarily attributable to $105.9 million of net proceeds from maturity of short term investments and by the purchase of $20.3 million of property and equipment.
Financing activities. Net cash provided by financing activities was $87.6 million for the nine months ended September 30, 2024, as compared to $13.9 million provided by financing activities for the nine months ended September 30, 2023, primarily attributable to $96.9 million of net proceeds from the first tranche of our senior secured credit facility offset by $12.9 million used to partially repay Notes, In addition, the net cash provided by financing activities for the nine months ended September 30, 2024 and September 30, 2023 included proceeds from the exercise of options under the Company's share option plan.
Convertible Notes
On November 5, 2020, we issued $575.0 million aggregate principal amount of Notes. The Notes are senior unsecured obligations. The Notes do not bear regular interest, and the principal amount of the Notes will not accrete. The Notes are convertible at an initial conversion rate of 5.9439 ordinary shares per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $168.24 per ordinary share. The Notes are convertible at the option of the holders upon the satisfaction of certain other conditions and during certain periods, and if the Company exercises its right to redeem the Notes as permitted or required by the indenture. On or after August 1, 2025 until the close of the business on the business day immediately preceding the
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maturity date, holders may convert all or any portion of their Notes at the conversion rate at any time irrespective of the foregoing conditions.
In January 2021, we irrevocably elected to settle all conversions of Notes by a combination of cash and our ordinary shares and that the cash portion per $1,000 principal amount of Notes for all conversion settlements shall be $1,000. Accordingly, from and after the date of the election, upon conversion of any Notes, holders of Notes will receive, with respect to each $1,000 principal amount of Notes converted, cash in an amount up to $1,000 and the balance of the conversion value, if any, in our ordinary shares.
For more information, see Note 10a. to the Consolidated Financial Statements in the 2023 10-K.
Senior Secured Term Loan Credit Facility
On May 1, 2024 Novocure Luxembourg S.a.r.l. ("Borrower"), our wholly-owned subsidiary, entered into a new five-year senior secured credit facility of up to $400.0 million (the "Facility") with BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP (collectively, the "Lenders"), BioPharma Credit PLC, as collateral agent for the Lenders, and the guarantors party to such agreement (the "Loan Agreement"). The Facility may be drawn in up to four drawings. The Loan Agreement provides for an initial term loan in the principal amount of $100.0 million (the "Tranche A Loan"), which was funded to the Borrower on May 1, 2024 (the "Tranche A Funding Date"). Under the Loan Agreement, the Borrower is required to draw $100.0 million on the Facility on or before June 30, 2025 (the "Tranche B Loan"), subject to customary conditions precedent as set forth in the Loan Agreement. Not later than December 31, 2025, the Borrower has the option to draw an additional $100.0 million of the Facility (the "Tranche C Loan") if (i) (A) we have received positive results from our PANOVA-3 phase 3 clinical trial or (B) our trailing net revenues for the most recently completed four quarters as reported in our financial statements filed with the U.S. Securities and Exchange Commission ("Trailing Four Quarters of Net Revenue") are greater than $575.0 million and (ii) the Notes are extinguished in full and are no longer outstanding. Not later than March 31, 2026, the Borrower has the option to draw an additional $100.0 million of the Facility (the "Tranche D Loan") if (i) we receive an approval or clearance from the U.S. Food and Drug Administration for our Tumor Treating Fields device for a pancreatic cancer indication or (ii) Trailing Four Quarters of Net Revenue is greater than $625.0 million. The obligations under the Loan Agreement are guaranteed by certain of our subsidiaries and secured by a first lien on the Borrower's and certain of our other subsidiaries’ assets. Outstanding term loans under the Loan Agreement will bear interest at an annual rate equal to 6.25% plus the three-month SOFR (subject to a 3.25% floor), payable quarterly in arrears and calculated on the basis of actual days elapsed in a 360-day year. The Borrower must pay 2.5% of additional consideration on each principal draw, with payment for the Tranche A Loan and the Tranche B Loan paid on the Tranche A Funding Date, and payments for the Tranche C Loan and the Tranche D Loan on their respective funding dates. Principal under the Facility will be repaid in eight equal quarterly repayments commencing with the third quarter of 2027 and continuing each quarter thereafter, with the final payment of outstanding principal due on the fifth anniversary of the Tranche A Funding Date. Voluntary prepayment of all, but not less than all, of the term loans outstanding is permitted at any time, subject to make-whole and prepayment premiums as set forth in the Loan Agreement. Prepayment of all term loans outstanding, subject to make-whole and prepayment premiums, is due and payable upon a change-in-control as defined in the Loan Agreement. Make-whole and prepayment premiums are due and payable for the Tranche B Loans for any voluntary prepayment of the term loans outstanding, upon a change-in-control (as defined in the Loan Agreement), and upon any acceleration of the maturity date, in each case regardless of whether the Tranche B Loan is drawn. The Loan Agreement contains a financial covenant only if the Tranche C Loan and/or Tranche D Loan are funded, in which case we are required to maintain at least Trailing Four Quarters of Net Revenue of at least $500.0 million, calculated on a trailing twelve-month basis as of the end of each fiscal quarter, beginning with the first quarter of 2027 based on year-end 2026 audited financial statements.
Contractual Obligations and Commitments
There have been no material changes from the information disclosed in our 2023 10-K.
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 U.S. Securities and Exchange Commission (“SEC”) rules.
Item 3.  Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the information disclosed in our 2023 10-K.
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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 our disclosure controls and procedures as of September 30, 2024. 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 September 30, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2024, 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 September 30, 2024 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
In June 2023, a putative class action lawsuit was filed against the Company, its Executive Chairman and its Chief Executive Officer. The complaint, later amended to add our Chief Financial Officer as a defendant, which purports to be brought on behalf of a class of persons and/or entities who purchased or otherwise acquired ordinary shares of the Company from January 5, 2023 through June 5, 2023, alleges material misstatements and/or omissions in the Company’s public statements with respect to the results from its phase 3 LUNAR clinical trial. The Company believes that the action is without merit and plans to defend the lawsuit vigorously.
In addition, from time to time, we are involved in various legal proceedings, claims, investigations and litigation that arise in the ordinary course of our business. Litigation is inherently uncertain. Accordingly, we cannot predict with certainty the outcome of these matters. After considering a number of factors, including (but not limited to) the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, management believes that the ultimate disposition of these legal actions will not materially affect its consolidated financial position or results of operations.
Item 1A.  Risk Factors
There have been no material changes to our risk factors disclosed in Part I, Item 1A “Risk Factors” in the 2023 10-K.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3.  Defaults Upon Senior Securities
None.
Item 4.  Mine Safety Disclosures
Not applicable.
Item 5.  Other Information
Securities Trading Plans of Executive Officers and Directors
Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our executive officers and directors to enter into trading plans designed to comply with Rule 10b5-1.
During the three-month period ending September 30, 2024 neither we nor any of our executive officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) promulgated under the Securities Exchange Act of 1934, as amended or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
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Item 6.  Exhibits
EXHIBIT INDEX
Exhibit
Number
Incorporated by ReferenceFiled
Herewith
Exhibit DescriptionFormDateNumber
10.18-K
9/3/2024
10.1
31.1X
31.2X
32.1*X
32.2*X
101.INSInline XBRL Instance DocumentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Extension Presentation Linkbase DocumentX
104Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101)X
____________________________________________
#    Compensation plans and arrangements for executive officers and others.

*    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.




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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: October 30, 2024/s/ Ashley Cordova
Ashley Cordova
Chief Financial Officer
(principal financial and accounting officer
and duly authorized officer)


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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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)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
(d)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.
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: October 30, 2024
/s/ Asaf Danziger
Asaf Danziger
Chief Executive Officer and Director


Exhibit 31.2
CERTIFICATIONS
I, Ashley Cordova, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)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
(d)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.
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: October 30, 2024
/s/ Ashley Cordova
Ashley Cordova
Chief Financial Officer
(Principal Accounting and Financial Officer)



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 September 30, 2024, 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:  October 30, 2024
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.


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 September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ashley Cordova, 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/ Ashley Cordova
Ashley Cordova
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date:  October 30, 2024
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.

v3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Oct. 25, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-37565  
Entity Registrant Name NovoCure Limited  
Entity Incorporation, State or Country Code Y9  
Entity Tax Identification Number 98-1057807  
Entity Address, Address Line One No. 4 The Forum  
Entity Address, Address Line Two Grenville Street  
Entity Address, City or Town St. Helier  
Entity Address, Country JE  
Entity Address, Postal Zip Code JE2 4UF  
City Area Code 44 (0) 15  
Local Phone Number 3475 6700  
Title of 12(b) Security Ordinary Shares, no par value  
Trading Symbol NVCR  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   108,201,434
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Central Index Key 0001645113  
Current Fiscal Year End Date --12-31  
v3.24.3
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
CURRENT ASSETS:    
Cash and cash equivalents $ 185,422 $ 240,821
Short-term investments 774,476 669,795
Restricted cash 3,777 1,743
Trade receivables, net 67,060 61,221
Receivables and prepaid expenses 25,437 22,677
Inventories 39,096 38,152
Total current assets 1,095,268 1,034,409
LONG-TERM ASSETS:    
Property and equipment, net 73,251 51,479
Field equipment, net 12,913 11,384
Right-of-use assets 28,330 34,835
Other long-term assets 12,224 14,022
Total long-term assets 126,718 111,720
TOTAL ASSETS 1,221,986 1,146,129
CURRENT LIABILITIES:    
Convertible note 557,333 0
Trade payables 91,319 94,391
Other payables, lease liabilities and accrued expenses 86,350 84,724
Total current liabilities 735,002 179,115
LONG-TERM LIABILITIES:    
Convertible note 0 568,822
Senior secured credit facility, net 97,149 0
Long-term leases 21,144 27,420
Employee benefit liabilities 7,892 8,258
Other long-term liabilities 18 18
Total long-term liabilities 126,203 604,518
TOTAL LIABILITIES 861,205 783,633
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:    
Ordinary shares no par value, unlimited shares authorized; issued and outstanding: 108,100,392 shares and 107,075,754 shares at September 30, 2024 (unaudited) and December 31, 2023, respectively 0 0
Additional paid-in capital 1,454,367 1,353,468
Accumulated other comprehensive income (loss) (5,378) (5,469)
Retained earnings (accumulated deficit) (1,088,208) (985,503)
TOTAL SHAREHOLDERS' EQUITY 360,781 362,496
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,221,986 $ 1,146,129
v3.24.3
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, shares issued (in shares) 108,100,392 107,075,754
Common stock, shares outstanding (in shares) 108,100,392 107,075,754
v3.24.3
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Income Statement [Abstract]          
Net revenues $ 155,095 $ 127,321 $ 443,954 $ 375,554 $ 509,338
Cost of revenues 35,372 32,092 103,715 95,724 128,280
Gross profit 119,723 95,229 340,239 279,830 381,058
Operating costs and expenses:          
Research, development and clinical studies 51,882 53,623 158,435 168,754 223,062
Sales and marketing 59,830 57,964 171,652 167,621 226,809
General and administrative 40,103 41,887 117,344 124,609 164,057
Total operating costs and expenses 151,815 153,474 447,431 460,984 613,928
Operating income (loss) (32,092) (58,245) (107,192) (181,154) (232,870)
Financial income (expenses), net 10,507 10,023 31,236 27,948 41,130
Income (loss) before income tax (21,585) (48,222) (75,956) (153,206) (191,740)
Income tax 8,985 1,263 26,749 6,758 15,303
Net income (loss) $ (30,570) $ (49,485) $ (102,705) $ (159,964) $ (207,043)
Basic net income (loss) per ordinary share (in usd per share) $ (0.28) $ (0.46) $ (0.95) $ (1.51) $ (1.95)
Diluted net income (loss) per ordinary share (in usd per share) $ (0.28) $ (0.46) $ (0.95) $ (1.51) $ (1.95)
Weighted average number of ordinary shares used in computing basic net income (loss) per share (in shares) 108,247,716 106,772,814 107,679,501 106,219,194 106,391,178
Weighted average number of ordinary shares used in computing diluted net income (loss) per share (in shares) 108,247,716 106,772,814 107,679,501 106,219,194 106,391,178
v3.24.3
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Statement of Comprehensive Income [Abstract]          
Net income (loss) $ (30,570) $ (49,485) $ (102,705) $ (159,964) $ (207,043)
Other comprehensive income (loss), net of tax:          
Change in foreign currency translation adjustments 64 826 (161) 1,655 1,473
Unrealized gain (loss) from debt securities 15 0 440 445
Pension benefit plan (1,927) (852) 252 (1,654) (4,954)
Total comprehensive income (loss) $ (32,433) $ (49,496) $ (102,614) $ (159,523) $ (210,079)
v3.24.3
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Ordinary shares
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings (accumulated deficit)
Beginning balance (in shares) at Dec. 31, 2022   105,049,411      
Beginning balance at Dec. 31, 2022 $ 441,170   $ 1,222,063 $ (2,433) $ (778,460)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation to employees 39,084   39,084    
Exercise of options and vested RSUs (in shares)   1,137,751      
Exercise of options and vested RSUs 5,211   5,211    
Other comprehensive income (loss), net of tax benefit of $0 (258)     (258)  
Net income (loss) (53,061)       (53,061)
Ending balance (in shares) at Mar. 31, 2023   106,187,162      
Ending balance at Mar. 31, 2023 432,146   1,266,358 (2,691) (831,521)
Beginning balance (in shares) at Dec. 31, 2022   105,049,411      
Beginning balance at Dec. 31, 2022 441,170   1,222,063 (2,433) (778,460)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) (159,964)        
Ending balance (in shares) at Sep. 30, 2023   106,748,270      
Ending balance at Sep. 30, 2023 393,704   1,334,120 (1,992) (938,424)
Beginning balance (in shares) at Dec. 31, 2022   105,049,411      
Beginning balance at Dec. 31, 2022 441,170   1,222,063 (2,433) (778,460)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) (207,043)        
Ending balance (in shares) at Dec. 31, 2023   107,075,754      
Ending balance at Dec. 31, 2023 362,496   1,353,468 (5,469) (985,503)
Beginning balance (in shares) at Mar. 31, 2023   106,187,162      
Beginning balance at Mar. 31, 2023 432,146   1,266,358 (2,691) (831,521)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation to employees 32,740   32,740    
Proceeds from issuance of shares (in shares)   81,730      
Proceeds from issuance of shares 2,883   2,883    
Exercise of options and vested RSUs (in shares)   336,439      
Exercise of options and vested RSUs 4,622   4,622    
Other comprehensive income (loss), net of tax benefit of $0 710     710  
Net income (loss) (57,418)       (57,418)
Ending balance (in shares) at Jun. 30, 2023   106,605,331      
Ending balance at Jun. 30, 2023 415,683   1,306,603 (1,981) (888,939)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation to employees 26,346   26,346    
Exercise of options and vested RSUs (in shares)   142,939      
Exercise of options and vested RSUs 1,171   1,171    
Other comprehensive income (loss), net of tax benefit of $0 (11)     (11)  
Net income (loss) (49,485)       (49,485)
Ending balance (in shares) at Sep. 30, 2023   106,748,270      
Ending balance at Sep. 30, 2023 393,704   1,334,120 (1,992) (938,424)
Beginning balance (in shares) at Dec. 31, 2023   107,075,754      
Beginning balance at Dec. 31, 2023 362,496   1,353,468 (5,469) (985,503)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation to employees 34,084   34,084    
Exercise of options and vested RSUs (in shares)   528,020      
Exercise of options and vested RSUs 213   213    
Other comprehensive income (loss), net of tax benefit of $0 1,322     1,322  
Net income (loss) (38,760)       (38,760)
Ending balance (in shares) at Mar. 31, 2024   107,603,774      
Ending balance at Mar. 31, 2024 359,355   1,387,765 (4,147) (1,024,263)
Beginning balance (in shares) at Dec. 31, 2023   107,075,754      
Beginning balance at Dec. 31, 2023 362,496   1,353,468 (5,469) (985,503)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net income (loss) (102,705)        
Ending balance (in shares) at Sep. 30, 2024   108,100,392      
Ending balance at Sep. 30, 2024 360,781   1,454,367 (5,378) (1,088,208)
Beginning balance (in shares) at Mar. 31, 2024   107,603,774      
Beginning balance at Mar. 31, 2024 359,355   1,387,765 (4,147) (1,024,263)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation to employees 31,830   31,830    
Proceeds from issuance of shares (in shares)   178,668      
Proceeds from issuance of shares 2,187   2,187    
Exercise of options and vested RSUs (in shares)   231,388      
Exercise of options and vested RSUs 1,121   1,121    
Other comprehensive income (loss), net of tax benefit of $0 632     632  
Net income (loss) (33,375)       (33,375)
Ending balance (in shares) at Jun. 30, 2024   108,013,830      
Ending balance at Jun. 30, 2024 361,750   1,422,903 (3,515) (1,057,638)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation to employees 31,364   31,364    
Exercise of options and vested RSUs (in shares)   86,562      
Exercise of options and vested RSUs 100   100    
Other comprehensive income (loss), net of tax benefit of $0 (1,863)     (1,863)  
Net income (loss) (30,570)       (30,570)
Ending balance (in shares) at Sep. 30, 2024   108,100,392      
Ending balance at Sep. 30, 2024 $ 360,781   $ 1,454,367 $ (5,378) $ (1,088,208)
v3.24.3
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]            
Other comprehensive income (loss), tax benefit $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
v3.24.3
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Cash flows from operating activities:          
Net income (loss) $ (30,570) $ (49,485) $ (102,705) $ (159,964) $ (207,043)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:          
Depreciation and amortization 2,458 2,803 8,131 8,246 10,969
Accrued Interest (1,213) 480 60 530 (95)
Asset write-downs and impairment of field equipment 450 112 784 374 493
Share-based compensation 31,364 26,346 97,278 98,170 115,608
Foreign currency remeasurement loss (gain) (503) 1,398 763 2,185 161
Decrease (increase) in accounts receivables and prepaid expenses 5,411 2,642 (8,983) 24,094 29,414
Amortization of discount (premium) (6,737) (6,691) (18,972) (15,822) (23,084)
Decrease (increase) in inventories 1,895 (4,080) (867) (8,250) (8,919)
Decrease (increase) in other long-term assets 1,906 3,971 7,969 3,585 4,072
Increase (decrease) in accounts payables and accrued expenses 7,452 6,265 (1,245) (3,992) 14,869
Increase (decrease) in other long-term liabilities (1,537) (3,075) (5,131) (7,934) (9,781)
Net cash provided by (used in) operating activities 10,376 (19,314) (22,918) (58,778) (73,336)
Cash flows from investing activities:          
Purchase of property, equipment and field equipment (10,683) (7,253) (33,913) (20,272) (27,093)
Proceeds from maturity of short-term investments 190,000 275,549 608,000 916,433 1,214,982
Purchase of short-term investments (169,124) (251,038) (692,118) (810,513) (1,003,741)
Net cash provided by (used in) investing activities 10,193 17,258 (118,031) 85,648 184,148
Cash flows from financing activities:          
Proceeds from issuance of shares, net 0 0 2,187 2,883 4,416
Proceeds from senior secured credit facility, net 0 0 96,922 0 0
Repayment and redemption of long-term debt 0 0 (12,913) (10) (10)
Exercise of options 100 1,171 1,434 11,004 11,381
Net cash provided by (used in) financing activities 100 1,171 87,630 13,877 15,787
Effect of exchange rate changes on cash, cash equivalents and restricted cash 87 (97) (46) (69) 131
Increase (decrease) in cash, cash equivalents and restricted cash 20,756 (982) (53,365) 40,678 126,730
Cash, cash equivalents and restricted cash at the beginning of the period 168,443 157,494 242,564 115,834 115,834
Cash, cash equivalents and restricted cash at the end of the period 189,199 156,512 189,199 156,512 242,564
Cash paid during the period for:          
Income taxes paid (refunded), net 6,637 1,202 17,053 8,745 13,665
Interest paid 2,964 0 4,934 1 6
Reconciliation of cash, cash equivalents and restricted cash:          
Cash and cash equivalents 185,422 154,860 185,422 154,860 240,821
Restricted cash 3,777 1,652 3,777 1,652 1,743
Total cash, cash equivalents and restricted cash 189,199 156,512 189,199 156,512 242,564
Non-cash activities:          
Right-of-use assets obtained (disposed) in exchange for lease liabilities 757 4,693 (610) 10,477 18,063
Purchase of property incurred but unpaid at period end $ 201 $ 0 $ 201 $ 0 $ 1,714
v3.24.3
ORGANIZATION AND BASIS OF PRESENTATION
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and basis of presentation ORGANIZATION AND BASIS OF PRESENTATION
Organization. NovoCure Limited (including its consolidated subsidiaries, the "Company") was incorporated in the Bailiwick of Jersey and is principally engaged in the development, manufacture and commercialization of Tumor Treating Fields ("TTFields") devices, including Optune Gio and Optune Lua (collectively, our "Products"), for the treatment of solid tumor cancers. The Company markets Optune Gio and Optune Lua in multiple countries around the globe with the majority of revenues coming from the use of Optune Gio in the U.S., Germany, France and Japan. The Company also has a License and Collaboration Agreement (the "Zai Agreement") with Zai Lab (Shanghai) Co., Ltd. ("Zai") to market Optune in China, Hong Kong, Macau and Taiwan ("Greater China").
Financial statement preparation. The accompanying unaudited consolidated financial statements include the accounts of the Company and intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation for the periods presented. The preparation of these unaudited 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 unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. These unaudited 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, 2023 (the "2023 10-K") filed with the Securities and Exchange Commission on February 22, 2024.
The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the 2023 10-K are applied consistently in these unaudited interim consolidated financial statements.
Concentration Risks. The Company's cash, cash equivalents, short-term investments and trade receivables are potentially subject to a concentration of risk. Cash, cash equivalents and short-term investments are invested at top tier financial institutions globally and the total value invested at any one institution is limited pursuant to the Company's investment policy. These investments may be in excess of insured limitations or not insured in certain jurisdictions. Generally, these investments may be redeemed upon demand according to the terms of the securities.

The Company's trade receivables are due from numerous governments and federal and state agencies that are paid from their respective budgets, and from hundreds of health insurance companies. The Company does not believe that there are significant default risks associated with these governments, agencies and health insurance companies based upon the Company's historical experience.

The Company has no off-balance sheet concentrations of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
Recently announced accounting pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
v3.24.3
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
9 Months Ended
Sep. 30, 2024
Cash, Cash Equivalents, and Short-Term Investments [Abstract]  
Cash, cash equivalents and short-term investments CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents include items almost as liquid as cash, with maturity periods of three months or less when purchased, and short-term investments include items with maturity dates between three months and one year when purchased. As of September 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents and short-term investments were composed of:
September 30, 2024
Unaudited
Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
Cash$13,765 $— $— $13,765 $13,765 $13,765 $— 
Money market fundsLevel 1171,657 — — 171,657 171,657 171,657 — 
Certificate of deposits and term depositsLevel 2199,410 — — 199,410 199,410 199,410 
HTM securities (1)
U.S. Treasury billsLevel 1$118,319 $194 $— 118,513 118,319 $— $118,319 
Corporate debt securitiesLevel 2$456,747 $1,942 $(1)458,688 456,747 $— $456,747 
$575,066 $2,136 $(1)$577,201 $575,066 $— $575,066 
Total$959,898 $2,136 $(1)$962,033 $959,898 $185,422 $774,476 

December 31, 2023
Audited
Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
Cash$9,955 $— $— $9,955 $9,955 $9,955 $— 
Money market fundsLevel 1227,166 — — 227,166 227,166 227,166 — 
Certificate of deposits and term depositsLevel 2153,169 — — 153,169 153,169 3,700 149,469 
HTM securities (1)
U.S. Treasury billsLevel 1$78,844 $55 $(110)78,789 78,844 $— $78,844 
Government and governmental agenciesLevel 2$24,940 $13 $— 24,953 24,940 $— $24,940 
Corporate debt securitiesLevel 2$416,542 $486 $(149)416,879 416,542 $— $416,542 
$520,326 $554 $(259)$520,621 $520,326 $— $520,326 
Total$910,616 $554 $(259)$910,911 $910,616 $240,821 $669,795 
(1)    Changes in fair value of held-to-maturity ("HTM") securities are presented for disclosure purposes as required by ASC 320 "Investments — Debt Securities" and are recorded as finance expenses only if the unrealized loss is identified as a credit loss.
(2)    Pursuant to a bank guaranty agreement,$16,741 of short-term investments are pledged. See Note 4.
In accordance with ASC 820, "Fair Value Measurements and Disclosures," the Company measures its money market funds at fair value. The fair value of the money market funds and HTM securities, which is presented for disclosure purposes, is classified within Level 1 or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs.
As of September 30, 2024 and December 31, 2023, all investments mature in one year or less.
Unrealized losses from debt securities are primarily attributable to changes in interest rates. The Company does not believe any remaining unrealized losses represent impairments based on the evaluation of available evidence.
v3.24.3
INVENTORIES
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Inventories INVENTORIES
Inventories are stated at the lower of cost or net realizable value. The weighted average methodology is applied to determine cost. As of September 30, 2024 and December 31, 2023, the Company’s inventories were composed of:
September 30,
2024
December 31,
2023
 UnauditedAudited
Raw materials$8,869 $10,265 
Work in progress10,342 9,796 
Finished products19,885 18,091 
Total$39,096 $38,152 
v3.24.3
COMMITMENTS AND CONTINGENT LIABILITIES
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingent liabilities COMMITMENTS AND CONTINGENT LIABILITIES
Operating Leases. The facilities of the Company are leased under various operating lease agreements for periods, including options for extensions, ending no later than 2044. The Company also leases motor vehicles under various operating leases, which expire on various dates, the latest of which is in 2027.
Pledged deposits and bank guarantees. As of September 30, 2024 and December 31, 2023, the Company pledged bank deposits of $2,350 and $2,848, respectively, to cover bank guarantees in respect of its leases of operating facilities and obtained bank guarantees for the fulfillment of the Company’s lease and other contractual commitments of $2,720 and $3,216, respectively. In addition, €15,000 ($16,741) of the Company's short term investments are pledged to a bank as guarantee for the Company's due execution of cash concentration agreements.
Legal Proceedings. In June 2023, a putative class action lawsuit was filed against the Company, its Executive Chairman and its Chief Executive Officer. The complaint, later amended to add our Chief Financial Officer as a defendant, which purports to be brought on behalf of a class of persons and/or entities who purchased or otherwise acquired ordinary shares of the Company from January 5, 2023 through June 5, 2023, alleges material misstatements and/or omissions in the Company’s public statements with respect to the results from its phase 3 LUNAR clinical trial. The Company believes that the action is without merit and plans to defend the lawsuit vigorously. As of September 30, 2024, the Company has not accrued any amounts in respect of this claim, as it believes liability is not probable and the amount of any potential liability cannot be reasonably estimated.
v3.24.3
LONG-TERM DEBT, NET
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-term debt, net LONG-TERM DEBT, NET
a.Convertible notes
On November 5, 2020, the Company issued $575,000 aggregate principal amount of 0% Convertible Senior Notes due 2025 (the “Notes”).
The Notes mature on November 1, 2025, unless earlier repurchased, redeemed or converted as set forth in the Notes. As of September 30, 2024, the conditions allowing holders of the Notes to convert were not met.
In June 2024 the Company redeemed $14,055 of Notes in consideration of $12,913. The gain from redemption was reported as finance income in accordance with ASC 470 "Debt with Conversion and Other Options".
The net carrying amount of the liability of the Notes as of September 30, 2024 and December 31, 2023 are as follows:
September 30,
2024
December 31,
2023
UnauditedAudited
Liability component, net:
Principal amount$560,945 $575,000 
Unamortized issuance costs (3,612)(6,178)
Net carrying amount of liability component (1)$557,333 $568,822 
Presented as:
Short-term liability (2)
$557,333 $— 
Long-term liability
$— $568,822 
(1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820. The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2024 and December 31, 2023 were $523,068 and $515,962, respectively.
The net carrying amount of the liability is represented by the principal amount of the Notes, less total issuance costs plus any amortization of issuance costs. The total issuance costs upon issuance of the Notes were $16,561 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. Interest expense is recognized at an annual effective interest rate of 0.59% over the contractual term of the Notes.
(2) In January 2021, the Company elected to settle all conversions of Notes by a combination of cash and its ordinary shares and the cash portion per $1,000 principal amount of Notes for all conversion settlements shall be $1,000. Holders have the right to convert Notes beginning in August 2025. Since any conversion will result in the payment of cash as described above, the liability has been reclassified as current.
Finance expense related to the Notes was as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Gain from redemption of Notes
— — (1,142)— — 
Amortization of debt issuance costs
825 836 2,566 2,477 3,313 
Total finance expenses (income) recognized
$825 $836 $1,424 $2,477 $3,313 
b. Senior secured credit facility, net
On May 1, 2024 Novocure Luxembourg S.a.r.l. ("Borrower"), a wholly-owned subsidiary of the Company, entered into a new five-year senior secured credit facility of up to $400.0 million (the "Facility") with BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP (collectively, the "Lenders"), BioPharma Credit PLC, as collateral agent for the Lenders, and the guarantors party to such agreement (the "Loan Agreement"). The Facility may be drawn in up to four drawings. The Loan Agreement provides for an initial term loan in the principal amount of $100.0 million (the "Tranche A Loan"), which was funded to the Borrower on May 1, 2024 (the "Tranche A Funding Date"). Under the Loan Agreement, the Borrower is required to draw $100.0 million on the Facility on or before June 30, 2025 (the "Tranche B Loan"), subject to customary conditions precedent as set forth in the Loan Agreement. Not later than December 31, 2025, the Borrower has the option to draw an additional $100.0 million of the Facility (the "Tranche C Loan") if (i) (A) the Company has received positive results from its PANOVA-3 phase 3 clinical trial or (B) the Company's trailing net revenues for the most recently completed four quarters as reported by the Company in its financial statements filed with the U.S. Securities and Exchange Commission ("Trailing Four Quarters of Net Revenue") are greater than $575.0 million and (ii) the Notes are extinguished in full and are no longer outstanding. Not later than March 31, 2026, the Borrower has the option to draw an additional $100.0 million of the Facility (the "Tranche D Loan") if (i) the Company receives an approval or clearance from the U.S. Food and Drug Administration for the Company's Tumor Treating Fields device for a pancreatic cancer indication or (ii) Trailing
Four Quarters of Net Revenue is greater than $625.0 million. The obligations under the Loan Agreement are guaranteed by certain of the Company's subsidiaries and secured by a first lien on the Borrower's and certain of the Company's other subsidiaries’ assets. Outstanding term loans under the Loan Agreement will bear interest at an annual rate equal to 6.25% plus the three-month SOFR (subject to a 3.25% floor), payable quarterly in arrears and calculated on the basis of actual days elapsed in a 360-day year. The Borrower must pay 2.5% of additional consideration on each principal draw, with payment for the Tranche A Loan and the Tranche B Loan paid on the Tranche A Funding Date, and payments for the Tranche C Loan and the Tranche D Loan on their respective funding dates. Principal under the Facility will be repaid in eight equal quarterly repayments commencing with the third quarter of 2027 and continuing each quarter thereafter, with the final payment of outstanding principal due on the fifth anniversary of the Tranche A Funding Date. Voluntary prepayment of all, but not less than all, of the term loans outstanding is permitted at any time, subject to make-whole and prepayment premiums as set forth in the Loan Agreement. Prepayment of all term loans outstanding, subject to make-whole and prepayment premiums, is due and payable upon a change-in-control as defined in the Loan Agreement. Make-whole and prepayment premiums are due and payable for the Tranche B Loans for any voluntary prepayment of the term loans outstanding, upon a change-in-control (as defined in the Loan Agreement), and upon any acceleration of the maturity date, in each case regardless of whether the Tranche B Loan is drawn. The Loan Agreement contains a financial covenant only if the Tranche C Loan and/or Tranche D Loan are funded, in which case the Company is required to maintain at least Trailing Four Quarters of Net Revenue of at least $500.0 million, calculated on a trailing twelve-month basis as of the end of each fiscal quarter, beginning with the first quarter of 2027 based on year-end 2026 audited financial statements.
As of September 30, 2024 the Company had borrowed the Tranche A Loan in the principal amount of $100,000.
September 30,
2024
December 31,
2023
UnauditedAudited
Liability component, net:
Principal amount$100,000 $— 
Unamortized issuance costs (2,851)— 
Net carrying amount of liability component (1)$97,149 $— 
(1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820. The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2024 and December 31, 2023 were $115,011 and $0, respectively.
The net carrying amount of the liability is represented by the principal amount of the Notes, less total issuance costs plus any amortization of issuance costs. The total issuance costs upon issuance of the Notes were $3,078 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. For purposes of calculating the net carrying amount, the annual effective interest rate is assumed to be 13.3% over the remaining contractual term of the Notes.
Finance expense related to the Facility was as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Interest
2,960 — 4,922 — — 
Amortization of debt issuance costs
187 — 227 — — 
Total finance expense recognized
$3,147 $— $5,149 $— $— 
v3.24.3
REVENUE RECOGNITION
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Recognition REVENUE RECOGNITION
a.     Net revenues
The Company’s net revenues by geographic region, based on the patient’s location are summarized as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
 20240202320242023
2023
United States$98,345 $86,243 $284,599 $258,429 $349,743 
International markets:
Germany16,990 14,683 47,834 45,547 60,210 
France 15,243 4,157 39,998 4,157 11,736 
Japan8,581 7,588 24,062 24,118 31,668 
Other international markets11,311 7,894 32,053 24,481 32,757 
International markets - Total52,125 34,322 143,947 98,303 136,371 
Greater China (1)
4,625 6,756 15,408 18,822 23,224 
Total net revenues$155,095 $127,321 $443,954 $375,554 $509,338 
(1) For additional information, see Notes 12 and 13 to the Consolidated Financial Statements in the 2023 10-K.

The Company's net revenues by performance period are as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
 202402023202420232023
Net revenues recognized in the reporting period from performance obligations satisfied in:
Reporting period$142,960 $125,704 $417,023 $362,636 $492,089 
Previous periods12,135 1,617 26,931 12,918 17,249 
Total net revenues$155,095 $127,321 $443,954 $375,554 $509,338 
b.     Contract balances
The following table provides information about trade receivables, unbilled receivables and contract liabilities from contracts with customers:
September 30,
2024
December 31,
2023
 UnauditedAudited
Trade receivables$61,316 $56,970 
Unbilled receivables$5,744 $4,251 
Deferred revenues (short-term contract liabilities)(14,866)(16,224)
During the nine months ended September 30, 2024 and 2023 and the year ended December 31, 2023 the Company recognized $16,224, $18,028 and $18,028, respectively, which were included in the deferred revenues (short-term contract liability) balance at January 1, 2024 and 2023.
v3.24.3
SHARE OPTION PLANS AND ESPP
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement, Recognized Amount [Abstract]  
Share option plans and ESPP SHARE OPTION PLANS AND ESPP
In September 2015, the Company adopted the 2015 Omnibus Incentive Plan (the “2015 Plan”). Under the 2015 Plan, the Company can issue various types of equity compensation awards such as share options, restricted
shares, performance shares, restricted share units (“RSUs”), performance-based share units (“PSUs”), long-term cash awards and other share-based awards.
Options granted under the 2015 Plan generally have a two-year or four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan that are canceled or forfeited before expiration become available for future grants. RSUs granted under the 2015 Plan generally vest over a three-year period. PSUs granted under the 2015 Plan generally vest between a three- and six-year period as performance targets are attained. RSUs and PSUs granted under the 2015 Plan that are canceled before expiration become available for future grants.
As of September 30, 2024, no ordinary shares were available for grant under the 2015 Plan (see below).
In April 2024, the Company adopted the 2024 Omnibus Incentive Plan (the "2024 Plan"), which replaced the 2015 Plan, effective June 5, 2024 (the "Effective Date") following approval from the Company's shareholders. Under the 2024 Plan, the Company can issue various types of equity compensation awards such as share options, restricted shares, performance shares, restricted share units (“RSUs”), performance-based share units (“PSUs”), long-term cash awards and other share-based awards. The total number of shares of the Company’s ordinary shares that may be granted under the 2024 Plan consists of (i) up to 9,000,000 ordinary shares (reduced by 433,018 shares subject to awards granted under the 2015 Plan after April 2, 2024), all of which were available under the 2015 Plan and which ceased to be available for future awards under the 2015 Plan as of the Effective Date and (ii) the number of undelivered shares subject to outstanding awards under the 2015 Plan that become available for future awards under the 2024 Plan as provided for in the 2024 Plan.
Options granted under the 2024 Plan generally will have a two-year or four-year vesting period and expire ten years after the date of grant. Options granted under the 2015 Plan and 2024 Plan that are canceled or forfeited before expiration become available for future grants under the 2024 Plan. RSUs granted under the 2024 Plan generally will vest over a three-year period. PSUs granted under the 2024 Plan generally will vest between a three- and six-year period as performance targets are attained. RSUs and PSUs granted under the 2015 Plan and 2024 Plan that are canceled before expiration become available for future grants under the 2024 Plan.
As of September 30, 2024, 9,581,731 ordinary shares were available for grant under the 2024 Plan.
A summary of the status of the Company’s option plans as of September 30, 2024 and changes during the period then ended is presented below:
Nine months ended September 30, 2024
Unaudited
Number
of options
Weighted
average
exercise
price
Outstanding at beginning of year8,539,507 $40.07 
Granted3,797,704 15.88 
Exercised(184,633)7.77 
Forfeited and canceled(719,823)50.14 
Outstanding as of September 30, 202411,432,755 $31.92 
Exercisable options6,804,138 $35.14 
A summary of the status of the Company’s RSUs and PSUs as of September 30, 2024 and changes during the period then ended is presented below.
Nine months ended September 30, 2024
Unaudited
Number
of RSU/PSUs
Weighted
average
grant date fair value
Unvested at beginning of year5,813,066 $60.52 
Granted9,454,291 15.40 
Vested(661,337)84.17 
Forfeited and cancelled(1,252,395)39.97 
Unvested as of September 30, 2024 (1)13,353,625 29.33 

(1) Includes PSUs that have a mix of service, market and other milestone performance vesting conditions which are vested upon achievements of performance milestones that are not probable as of September 30, 2024, in accordance with ASC 718 "Compensation — Stock Compensation" as follows:
 September 30, 2024
Number of
PSUs
Fair value at grant date per PSUTotal fair value at grant date
541,918 $16.30 $8,833 
37,893 19.44 737 
2,703,852 48.16 130,218 
161,422 76.97 12,425 
234,512 80.59 18,899 
15,210 87.66 1,333 
3,694,807 $172,445 
These PSUs will be expensed over the performance period when the vesting conditions become probable in accordance with ASC 718.
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 are construed in a manner consistent with the requirements of such section. As of September 30, 2024, 5,557,123 ordinary shares were available to be purchased by eligible employees under the ESPP.
The fair value of share-based awards was estimated using the Black-Scholes model for all equity grants. For market condition awards, the Company also applied the Monte-Carlo simulation model. The Company assessed fair value using the following underlying assumptions: 
Nine months ended September 30,Year ended December 31,
2023
20242023
UnauditedAudited
Stock Option Plans
Expected term (years)
5.50-5.73
5.50-6.00
5.50-6.00
Expected volatility
71%-73%
63%-67%
63%-70%
Risk-free interest rate
3.88%-4.43%
3.48%-4.16%
3.48%-4.79%
Dividend yield0.00 %0.00 %0.00 %
ESPP
Expected term (years)0.500.500.50
Expected volatility
73%-90%
56%-122%
56%-122%
Risk-free interest rate
5.13%-5.23%
4.76%-5.38%
4.76%-5.38%
Dividend yield0.00 %0.00 %0.00 %
The total non-cash share-based compensation expense related to all of the Company’s equity-based awards recognized for the three and nine months ended September 30, 2024 and 2023, and the year ended December 31, 2023 was:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Cost of revenues$1,834 $1,511 $5,280 $5,540 $6,587 
Research, development and clinical studies7,294 6,683 25,421 26,999 31,827 
Sales and marketing10,276 8,973 31,220 30,830 35,968 
General and administrative11,960 9,179 35,357 34,801 41,226 
Total share-based compensation expense$31,364 $26,346 $97,278 $98,170 $115,608 
v3.24.3
Basic and diluted net income (loss) per ordinary share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Basic and diluted net income (loss) per ordinary share Basic and diluted net income (loss) per ordinary share
Basic net income (loss) per share is computed based on the weighted average number of ordinary shares outstanding during each period. Diluted net income per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus potential dilutive shares (deriving from options, RSUs, PSUs, Notes and the ESPP) considered outstanding during the period, in accordance with ASC 260-10 "Earnings Per Share", as determined under the treasury stock or if-converted method, as applicable.
The following table sets forth the computation of the Company’s basic and diluted net income (loss) per ordinary share:
 Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
 2024202320242023
UnauditedUnauditedAudited
Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share$(30,570)$(49,485)$(102,705)$(159,964)$(207,043)
Weighted average number of ordinary shares used in computing diluted net income (loss) per share108,247,716 106,772,814 107,679,501 106,219,194 106,391,178 
Potentially anti-dilutive shares that were excluded from the computation of basic net income (loss) per share:
Options9,887,237 6,250,189 9,392,376 6,354,627 6,950,781 
RSUs and PSUs
4,651,689 2,590,322 3,880,895 1,470,542 1,423,377 
ESPP79,887 96,444 198,999 150,930 161,627 
Weighted anti-dilutive shares outstanding which were not included in the diluted calculation14,618,813 8,936,955 13,472,270 7,976,099 8,535,785 
Basic and diluted net income (loss) per ordinary share$(0.28)$(0.46)$(0.95)$(1.51)$(1.95)
v3.24.3
SUPPLEMENTAL INFORMATION
9 Months Ended
Sep. 30, 2024
Geographic Areas, Long-Lived Assets [Abstract]  
Supplemental information SUPPLEMENTAL INFORMATION
The Company operates in a single reportable segment.
The following table presents long-lived assets by location:
September 30,
2024
December 31,
2023
 UnauditedAudited
United States$53,533 $41,634 
Israel8,464 8,317 
Switzerland17,070 7,733 
Others7,097 5,179 
Total long lived assets$86,164 $62,863 
Restructuring
In November 2023, the Company announced a series of actions to strengthen and optimize its business operations to support near-term growth drivers and long-term value creation. The plan included a reduction in headcount of approximately 200 employees or 13% of the Company's then current workforce. The Company incurred restructuring costs (including severance pay, garden leave payments, etc.) for the three and nine months ended September 30, 2024 and the year ended December 31, 2023, as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Cost of revenues$— $— $52 $— $262 
Research, development and clinical studies— — 275 — 2,070 
Sales and marketing— — 1,512 — 2,404 
General and administrative— — 164 — 1,495 
Total restructuring cost
$— $— $2,003 $— $6,231 
Restructuring costs paid during the period
$— $— $5,455 $— $2,753 

These restructuring costs were offset by accrual reversals for the three and nine months ended September 30, 2024 and the year ended December 31, 2023 in the amount of $0, $369 and $3,041, respectively, which relate to the terminated employees' exits from the Company’s cash incentive plans. These restructuring costs were further offset by forfeited equity-based compensation expense reversals for the three and nine months ended September 30, 2024 and the year ended December 31, 2023 in the amount of $0, $1,991 and $9,313, respectively, which relate to the terminated employees' exits from the Company’s equity incentive plan.
v3.24.3
SUBSEQUENT EVENT
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Event 10: SUBSEQUENT EVENT
On October 15, 2024, the Company issued a press release announcing that that the U.S. Food and Drug Administration (FDA) has approved Optune Lua® for concurrent use with PD-1/PD-L1 inhibitors or docetaxel, for the treatment of adult patients with metastatic non-small cell lung cancer who have progressed on or after a platinum-based regimen. As a result of this approval, the Company expects to expense approximately $33,157 related to the vesting of PSUs granted to an executive officer. See Note 7 above.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Pay vs Performance Disclosure                  
Net income (loss) $ (30,570) $ (33,375) $ (38,760) $ (49,485) $ (57,418) $ (53,061) $ (102,705) $ (159,964) $ (207,043)
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Executive Officer And Director Trading Agreement [Member]  
Trading Arrangements, by Individual  
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
ORGANIZATION AND BASIS OF PRESENTATION (Policies)
9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Financial Statement Preparation
Financial statement preparation. The accompanying unaudited consolidated financial statements include the accounts of the Company and intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the unaudited consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation for the periods presented. The preparation of these unaudited 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 unaudited consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. These unaudited 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, 2023 (the "2023 10-K") filed with the Securities and Exchange Commission on February 22, 2024.
The significant accounting policies applied in the audited annual consolidated financial statements of the Company as disclosed in the 2023 10-K are applied consistently in these unaudited interim consolidated financial statements.
Concentration Risks
Concentration Risks. The Company's cash, cash equivalents, short-term investments and trade receivables are potentially subject to a concentration of risk. Cash, cash equivalents and short-term investments are invested at top tier financial institutions globally and the total value invested at any one institution is limited pursuant to the Company's investment policy. These investments may be in excess of insured limitations or not insured in certain jurisdictions. Generally, these investments may be redeemed upon demand according to the terms of the securities.

The Company's trade receivables are due from numerous governments and federal and state agencies that are paid from their respective budgets, and from hundreds of health insurance companies. The Company does not believe that there are significant default risks associated with these governments, agencies and health insurance companies based upon the Company's historical experience.

The Company has no off-balance sheet concentrations of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
Recently announced accounting pronouncements
Recently announced accounting pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09
v3.24.3
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Tables)
9 Months Ended
Sep. 30, 2024
Cash, Cash Equivalents, and Short-Term Investments [Abstract]  
Schedule of cash and cash equivalents As of September 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents and short-term investments were composed of:
September 30, 2024
Unaudited
Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
Cash$13,765 $— $— $13,765 $13,765 $13,765 $— 
Money market fundsLevel 1171,657 — — 171,657 171,657 171,657 — 
Certificate of deposits and term depositsLevel 2199,410 — — 199,410 199,410 199,410 
HTM securities (1)
U.S. Treasury billsLevel 1$118,319 $194 $— 118,513 118,319 $— $118,319 
Corporate debt securitiesLevel 2$456,747 $1,942 $(1)458,688 456,747 $— $456,747 
$575,066 $2,136 $(1)$577,201 $575,066 $— $575,066 
Total$959,898 $2,136 $(1)$962,033 $959,898 $185,422 $774,476 

December 31, 2023
Audited
Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
Cash$9,955 $— $— $9,955 $9,955 $9,955 $— 
Money market fundsLevel 1227,166 — — 227,166 227,166 227,166 — 
Certificate of deposits and term depositsLevel 2153,169 — — 153,169 153,169 3,700 149,469 
HTM securities (1)
U.S. Treasury billsLevel 1$78,844 $55 $(110)78,789 78,844 $— $78,844 
Government and governmental agenciesLevel 2$24,940 $13 $— 24,953 24,940 $— $24,940 
Corporate debt securitiesLevel 2$416,542 $486 $(149)416,879 416,542 $— $416,542 
$520,326 $554 $(259)$520,621 $520,326 $— $520,326 
Total$910,616 $554 $(259)$910,911 $910,616 $240,821 $669,795 
(1)    Changes in fair value of held-to-maturity ("HTM") securities are presented for disclosure purposes as required by ASC 320 "Investments — Debt Securities" and are recorded as finance expenses only if the unrealized loss is identified as a credit loss.
(2)    Pursuant to a bank guaranty agreement,$16,741 of short-term investments are pledged. See Note 4.
Schedule of amortized cost and recorded basis of T-bills in short-term Investments As of September 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents and short-term investments were composed of:
September 30, 2024
Unaudited
Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
Cash$13,765 $— $— $13,765 $13,765 $13,765 $— 
Money market fundsLevel 1171,657 — — 171,657 171,657 171,657 — 
Certificate of deposits and term depositsLevel 2199,410 — — 199,410 199,410 199,410 
HTM securities (1)
U.S. Treasury billsLevel 1$118,319 $194 $— 118,513 118,319 $— $118,319 
Corporate debt securitiesLevel 2$456,747 $1,942 $(1)458,688 456,747 $— $456,747 
$575,066 $2,136 $(1)$577,201 $575,066 $— $575,066 
Total$959,898 $2,136 $(1)$962,033 $959,898 $185,422 $774,476 

December 31, 2023
Audited
Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
Cash$9,955 $— $— $9,955 $9,955 $9,955 $— 
Money market fundsLevel 1227,166 — — 227,166 227,166 227,166 — 
Certificate of deposits and term depositsLevel 2153,169 — — 153,169 153,169 3,700 149,469 
HTM securities (1)
U.S. Treasury billsLevel 1$78,844 $55 $(110)78,789 78,844 $— $78,844 
Government and governmental agenciesLevel 2$24,940 $13 $— 24,953 24,940 $— $24,940 
Corporate debt securitiesLevel 2$416,542 $486 $(149)416,879 416,542 $— $416,542 
$520,326 $554 $(259)$520,621 $520,326 $— $520,326 
Total$910,616 $554 $(259)$910,911 $910,616 $240,821 $669,795 
(1)    Changes in fair value of held-to-maturity ("HTM") securities are presented for disclosure purposes as required by ASC 320 "Investments — Debt Securities" and are recorded as finance expenses only if the unrealized loss is identified as a credit loss.
(2)    Pursuant to a bank guaranty agreement,$16,741 of short-term investments are pledged. See Note 4.
Schedule of available-for-sale securities reconciliation As of September 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents and short-term investments were composed of:
September 30, 2024
Unaudited
Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
Cash$13,765 $— $— $13,765 $13,765 $13,765 $— 
Money market fundsLevel 1171,657 — — 171,657 171,657 171,657 — 
Certificate of deposits and term depositsLevel 2199,410 — — 199,410 199,410 199,410 
HTM securities (1)
U.S. Treasury billsLevel 1$118,319 $194 $— 118,513 118,319 $— $118,319 
Corporate debt securitiesLevel 2$456,747 $1,942 $(1)458,688 456,747 $— $456,747 
$575,066 $2,136 $(1)$577,201 $575,066 $— $575,066 
Total$959,898 $2,136 $(1)$962,033 $959,898 $185,422 $774,476 

December 31, 2023
Audited
Fair value levelAdjusted cost basisUnrealized gainsUnrealized lossesFair market valueRecorded basisCash and cash equivalentsShort-term investments (2)
Cash$9,955 $— $— $9,955 $9,955 $9,955 $— 
Money market fundsLevel 1227,166 — — 227,166 227,166 227,166 — 
Certificate of deposits and term depositsLevel 2153,169 — — 153,169 153,169 3,700 149,469 
HTM securities (1)
U.S. Treasury billsLevel 1$78,844 $55 $(110)78,789 78,844 $— $78,844 
Government and governmental agenciesLevel 2$24,940 $13 $— 24,953 24,940 $— $24,940 
Corporate debt securitiesLevel 2$416,542 $486 $(149)416,879 416,542 $— $416,542 
$520,326 $554 $(259)$520,621 $520,326 $— $520,326 
Total$910,616 $554 $(259)$910,911 $910,616 $240,821 $669,795 
(1)    Changes in fair value of held-to-maturity ("HTM") securities are presented for disclosure purposes as required by ASC 320 "Investments — Debt Securities" and are recorded as finance expenses only if the unrealized loss is identified as a credit loss.
(2)    Pursuant to a bank guaranty agreement,$16,741 of short-term investments are pledged. See Note 4.
v3.24.3
INVENTORIES (Tables)
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories As of September 30, 2024 and December 31, 2023, the Company’s inventories were composed of:
September 30,
2024
December 31,
2023
 UnauditedAudited
Raw materials$8,869 $10,265 
Work in progress10,342 9,796 
Finished products19,885 18,091 
Total$39,096 $38,152 
v3.24.3
LONG-TERM DEBT NET (Tables)
9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Summary of the convertible notes
The net carrying amount of the liability of the Notes as of September 30, 2024 and December 31, 2023 are as follows:
September 30,
2024
December 31,
2023
UnauditedAudited
Liability component, net:
Principal amount$560,945 $575,000 
Unamortized issuance costs (3,612)(6,178)
Net carrying amount of liability component (1)$557,333 $568,822 
Presented as:
Short-term liability (2)
$557,333 $— 
Long-term liability
$— $568,822 
(1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820. The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2024 and December 31, 2023 were $523,068 and $515,962, respectively.
The net carrying amount of the liability is represented by the principal amount of the Notes, less total issuance costs plus any amortization of issuance costs. The total issuance costs upon issuance of the Notes were $16,561 and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. Interest expense is recognized at an annual effective interest rate of 0.59% over the contractual term of the Notes.
(2) In January 2021, the Company elected to settle all conversions of Notes by a combination of cash and its ordinary shares and the cash portion per $1,000 principal amount of Notes for all conversion settlements shall be $1,000. Holders have the right to convert Notes beginning in August 2025. Since any conversion will result in the payment of cash as described above, the liability has been reclassified as current.
Finance expense related to the Notes was as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Gain from redemption of Notes
— — (1,142)— — 
Amortization of debt issuance costs
825 836 2,566 2,477 3,313 
Total finance expenses (income) recognized
$825 $836 $1,424 $2,477 $3,313 
Schedule of senior secured credit facility
September 30,
2024
December 31,
2023
UnauditedAudited
Liability component, net:
Principal amount$100,000 $— 
Unamortized issuance costs (2,851)— 
Net carrying amount of liability component (1)$97,149 $— 
(1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820. The estimated fair value of the net carrying amount of liability component of the Notes as of September 30, 2024 and December 31, 2023 were $115,011 and $0, respectively.
Finance expense related to the Facility was as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Interest
2,960 — 4,922 — — 
Amortization of debt issuance costs
187 — 227 — — 
Total finance expense recognized
$3,147 $— $5,149 $— $— 
v3.24.3
Revenue from Contract with Customer (Tables)
9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of revenues by geographic region
The Company’s net revenues by geographic region, based on the patient’s location are summarized as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
 20240202320242023
2023
United States$98,345 $86,243 $284,599 $258,429 $349,743 
International markets:
Germany16,990 14,683 47,834 45,547 60,210 
France 15,243 4,157 39,998 4,157 11,736 
Japan8,581 7,588 24,062 24,118 31,668 
Other international markets11,311 7,894 32,053 24,481 32,757 
International markets - Total52,125 34,322 143,947 98,303 136,371 
Greater China (1)
4,625 6,756 15,408 18,822 23,224 
Total net revenues$155,095 $127,321 $443,954 $375,554 $509,338 
(1) For additional information, see Notes 12 and 13 to the Consolidated Financial Statements in the 2023 10-K.
Revenue recognized according performance period
The Company's net revenues by performance period are as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
 202402023202420232023
Net revenues recognized in the reporting period from performance obligations satisfied in:
Reporting period$142,960 $125,704 $417,023 $362,636 $492,089 
Previous periods12,135 1,617 26,931 12,918 17,249 
Total net revenues$155,095 $127,321 $443,954 $375,554 $509,338 
Trade receivables, unbilled receivables and contract liabilities
The following table provides information about trade receivables, unbilled receivables and contract liabilities from contracts with customers:
September 30,
2024
December 31,
2023
 UnauditedAudited
Trade receivables$61,316 $56,970 
Unbilled receivables$5,744 $4,251 
Deferred revenues (short-term contract liabilities)(14,866)(16,224)
v3.24.3
SHARE OPTION PLANS AND ESPP (Tables)
9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement, Recognized Amount [Abstract]  
Schedule of stock option plans
A summary of the status of the Company’s option plans as of September 30, 2024 and changes during the period then ended is presented below:
Nine months ended September 30, 2024
Unaudited
Number
of options
Weighted
average
exercise
price
Outstanding at beginning of year8,539,507 $40.07 
Granted3,797,704 15.88 
Exercised(184,633)7.77 
Forfeited and canceled(719,823)50.14 
Outstanding as of September 30, 202411,432,755 $31.92 
Exercisable options6,804,138 $35.14 
Schedule of RSUs and PSUs
A summary of the status of the Company’s RSUs and PSUs as of September 30, 2024 and changes during the period then ended is presented below.
Nine months ended September 30, 2024
Unaudited
Number
of RSU/PSUs
Weighted
average
grant date fair value
Unvested at beginning of year5,813,066 $60.52 
Granted9,454,291 15.40 
Vested(661,337)84.17 
Forfeited and cancelled(1,252,395)39.97 
Unvested as of September 30, 2024 (1)13,353,625 29.33 

(1) Includes PSUs that have a mix of service, market and other milestone performance vesting conditions which are vested upon achievements of performance milestones that are not probable as of September 30, 2024, in accordance with ASC 718 "Compensation — Stock Compensation" as follows:
 September 30, 2024
Number of
PSUs
Fair value at grant date per PSUTotal fair value at grant date
541,918 $16.30 $8,833 
37,893 19.44 737 
2,703,852 48.16 130,218 
161,422 76.97 12,425 
234,512 80.59 18,899 
15,210 87.66 1,333 
3,694,807 $172,445 
Schedule of fair value assumptions used for All equity based awards estimated using black-scholes option pricing model
The fair value of share-based awards was estimated using the Black-Scholes model for all equity grants. For market condition awards, the Company also applied the Monte-Carlo simulation model. The Company assessed fair value using the following underlying assumptions: 
Nine months ended September 30,Year ended December 31,
2023
20242023
UnauditedAudited
Stock Option Plans
Expected term (years)
5.50-5.73
5.50-6.00
5.50-6.00
Expected volatility
71%-73%
63%-67%
63%-70%
Risk-free interest rate
3.88%-4.43%
3.48%-4.16%
3.48%-4.79%
Dividend yield0.00 %0.00 %0.00 %
ESPP
Expected term (years)0.500.500.50
Expected volatility
73%-90%
56%-122%
56%-122%
Risk-free interest rate
5.13%-5.23%
4.76%-5.38%
4.76%-5.38%
Dividend yield0.00 %0.00 %0.00 %
Schedule of non-cash share-based compensation expense related to company's equity-based awards
The total non-cash share-based compensation expense related to all of the Company’s equity-based awards recognized for the three and nine months ended September 30, 2024 and 2023, and the year ended December 31, 2023 was:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Cost of revenues$1,834 $1,511 $5,280 $5,540 $6,587 
Research, development and clinical studies7,294 6,683 25,421 26,999 31,827 
Sales and marketing10,276 8,973 31,220 30,830 35,968 
General and administrative11,960 9,179 35,357 34,801 41,226 
Total share-based compensation expense$31,364 $26,346 $97,278 $98,170 $115,608 
v3.24.3
Basic and diluted net income (loss) per ordinary share (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of basic and diluted net income (loss) per ordinary share
The following table sets forth the computation of the Company’s basic and diluted net income (loss) per ordinary share:
 Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
 2024202320242023
UnauditedUnauditedAudited
Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share$(30,570)$(49,485)$(102,705)$(159,964)$(207,043)
Weighted average number of ordinary shares used in computing diluted net income (loss) per share108,247,716 106,772,814 107,679,501 106,219,194 106,391,178 
Potentially anti-dilutive shares that were excluded from the computation of basic net income (loss) per share:
Options9,887,237 6,250,189 9,392,376 6,354,627 6,950,781 
RSUs and PSUs
4,651,689 2,590,322 3,880,895 1,470,542 1,423,377 
ESPP79,887 96,444 198,999 150,930 161,627 
Weighted anti-dilutive shares outstanding which were not included in the diluted calculation14,618,813 8,936,955 13,472,270 7,976,099 8,535,785 
Basic and diluted net income (loss) per ordinary share$(0.28)$(0.46)$(0.95)$(1.51)$(1.95)
v3.24.3
SUPPLEMENTAL INFORMATION (Tables)
9 Months Ended
Sep. 30, 2024
Geographic Areas, Long-Lived Assets [Abstract]  
Schedule of long-lived assets by location
The following table presents long-lived assets by location:
September 30,
2024
December 31,
2023
 UnauditedAudited
United States$53,533 $41,634 
Israel8,464 8,317 
Switzerland17,070 7,733 
Others7,097 5,179 
Total long lived assets$86,164 $62,863 
Schedule of restructuring and related costs The Company incurred restructuring costs (including severance pay, garden leave payments, etc.) for the three and nine months ended September 30, 2024 and the year ended December 31, 2023, as follows:
Three months ended September 30,Nine months ended September 30,Year ended December 31,
2023
2024202320242023
UnauditedUnauditedAudited
Cost of revenues$— $— $52 $— $262 
Research, development and clinical studies— — 275 — 2,070 
Sales and marketing— — 1,512 — 2,404 
General and administrative— — 164 — 1,495 
Total restructuring cost
$— $— $2,003 $— $6,231 
Restructuring costs paid during the period
$— $— $5,455 $— $2,753 
v3.24.3
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS - Schedule of Cash and Cash Equivalents and Short-Term Investments (Details)
€ in Thousands, $ in Thousands
Sep. 30, 2024
USD ($)
Sep. 30, 2024
EUR (€)
Dec. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Debt Securities, Available-for-Sale [Line Items]        
Cash and cash equivalents $ 185,422   $ 240,821 $ 154,860
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis 575,066   520,326  
Unrealized gains 2,136   554  
Unrealized losses (1)   (259)  
Fair market value 577,201   520,621  
Debt securities, available-for-sale and held-to-maturity, adjusted cost basis 959,898   910,616  
Debt securities, available-for-sale and held-to-maturity, unrealized gains 2,136   554  
Debt securities, available-for-sale and held-to-maturity, unrealized losses (1)   (259)  
Debt securities, available-for-sale and held-to-maturity, fair value 962,033   910,911  
Debt securities, available-for-sale and held-to-maturity 959,898   910,616  
Asset pledged as collateral        
HTM Securities        
Debt securities, available-for-sale and held-to-maturity, adjusted cost basis 16,741 € 15,000    
Level 1 | U.S. Treasury bills        
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis 118,319   78,844  
Unrealized gains 194   55  
Unrealized losses 0   (110)  
Fair market value 118,513   78,789  
Level 2 | Government and governmental agencies        
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis     24,940  
Unrealized gains     13  
Unrealized losses     0  
Fair market value     24,953  
Level 2 | Corporate debt securities        
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis 456,747   416,542  
Unrealized gains 1,942   486  
Unrealized losses (1)   (149)  
Fair market value 458,688   416,879  
Cash and cash equivalents        
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis 0   0  
Debt securities, available-for-sale and held-to-maturity 185,422   240,821  
Cash and cash equivalents | Level 1 | U.S. Treasury bills        
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis 0      
Cash and cash equivalents | Level 2 | Corporate debt securities        
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis 0   0  
Short-term investments (2)        
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis 575,066   520,326  
Debt securities, available-for-sale and held-to-maturity 774,476   669,795  
Short-term investments (2) | Level 1 | U.S. Treasury bills        
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis 118,319   78,844  
Short-term investments (2) | Level 2 | Government and governmental agencies        
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis     24,940  
Short-term investments (2) | Level 2 | Corporate debt securities        
HTM Securities        
Debt securities, held-to-maturity, adjusted cost basis and recorded basis 456,747   416,542  
Cash        
Debt Securities, Available-for-Sale [Line Items]        
Cash and cash equivalents, fair value 13,765   9,955  
Cash | Cash and cash equivalents        
Debt Securities, Available-for-Sale [Line Items]        
Cash and cash equivalents 13,765   9,955  
Money market funds | Level 1        
Debt Securities, Available-for-Sale [Line Items]        
Cash and cash equivalents, fair value 171,657   227,166  
Money market funds | Cash and cash equivalents | Level 1        
Debt Securities, Available-for-Sale [Line Items]        
Cash and cash equivalents 171,657   227,166  
Certificate of deposits and term deposits | Level 2        
Debt Securities, Available-for-Sale [Line Items]        
Cash and cash equivalents, fair value 199,410   153,169  
Certificate of deposits and term deposits | Cash and cash equivalents | Level 2        
Debt Securities, Available-for-Sale [Line Items]        
Cash and cash equivalents   3,700  
Certificate of deposits and term deposits | Short-term investments (2) | Level 2        
Debt Securities, Available-for-Sale [Line Items]        
Cash and cash equivalents $ 199,410   $ 149,469  
v3.24.3
INVENTORIES (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 8,869 $ 10,265
Work in progress 10,342 9,796
Finished products 19,885 18,091
Total $ 39,096 $ 38,152
v3.24.3
COMMITMENTS AND CONTINGENT LIABILITIES (Details)
€ in Thousands, $ in Thousands
Sep. 30, 2024
USD ($)
Sep. 30, 2024
EUR (€)
Dec. 31, 2023
USD ($)
Line of Credit Facility [Line Items]      
Pledged bank deposits $ 2,350   $ 2,848
Operating lease and other contractual commitments 2,720   3,216
Debt securities, available-for-sale and held-to-maturity, adjusted cost basis 959,898   $ 910,616
Asset pledged as collateral      
Line of Credit Facility [Line Items]      
Debt securities, available-for-sale and held-to-maturity, adjusted cost basis $ 16,741 € 15,000  
v3.24.3
LONG-TERM DEBT, NET - Convertible notes Narrative (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Jun. 30, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Nov. 05, 2020
Debt Instrument [Line Items]              
Repayments of long-term debt   $ 0 $ 0 $ 12,913 $ 10 $ 10  
Convertible debt | 0% Convertible senior notes due 2025              
Debt Instrument [Line Items]              
Principal amount             $ 575,000
Stated interest rate             0.00%
Redeemed convertible note   14,055   14,055      
Repayments of long-term debt $ 12,913            
Debt issuance costs, gross   $ 16,561   $ 16,561      
Debt instrument, interest rate, effective percentage   0.59%   0.59%      
v3.24.3
LONG-TERM DEBT, NET - Liability and Equity Components of the Convertible Notes (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Jan. 01, 2021
Debt Instrument [Line Items]      
Short-term liability $ 557,333 $ 0  
Long-term liability 0 568,822  
Convertible debt | 0% Convertible senior notes due 2025      
Debt Instrument [Line Items]      
Principal amount 560,945 575,000  
Unamortized issuance costs (3,612) (6,178)  
Net carrying amount of liability component 557,333 568,822  
Estimated fair value $ 523,068 $ 515,962  
Cash portion per principal amount of notes converted     $ 1,000
v3.24.3
LONG-TERM DEBT, NET - Amortization of Finance Expense Convertible Notes (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Debt Instrument [Line Items]          
Financial income (expenses), net $ 10,507 $ 10,023 $ 31,236 $ 27,948 $ 41,130
0% Convertible senior notes due 2025 | Convertible debt          
Debt Instrument [Line Items]          
Gain from redemption of Notes 0 0 (1,142) 0 0
Amortization of debt issuance costs 825 836 2,566 2,477 3,313
Financial income (expenses), net $ 825 $ 836 $ 1,424 $ 2,477 $ 3,313
v3.24.3
LONG-TERM DEBT, NET - Senior Secured Credit Facility Narrative (Details) - Revolving credit facility
$ in Thousands
12 Months Ended
Jun. 30, 2025
USD ($)
May 01, 2024
USD ($)
yr
drawing
repayment
Dec. 31, 2026
USD ($)
Mar. 31, 2026
USD ($)
Dec. 31, 2025
USD ($)
Sep. 30, 2024
USD ($)
2024 Credit Facility            
Debt Instrument [Line Items]            
Contractual term   5 years        
Maximum borrowing capacity   $ 400,000        
Number of drawings | drawing   4        
Stated interest rate   6.25%       13.30%
Debt instrument additional interest rate   2.50%        
Number of repayments | repayment   8        
Final payment of outstanding principal due, year | yr   5        
2024 Credit Facility | Minimum            
Debt Instrument [Line Items]            
Basis spread on variable rate   3.25%        
2024 Credit Facility | Forecast | Minimum            
Debt Instrument [Line Items]            
Trailing net revenues     $ 500,000 $ 625,000 $ 575,000  
2024 Credit Facility Tranche A            
Debt Instrument [Line Items]            
Drawing amount   $ 100,000        
Debt issuance costs, gross           $ 3,078
2024 Credit Facility Tranche B | Forecast            
Debt Instrument [Line Items]            
Drawing amount $ 100,000          
2024 Credit Facility Tranche C | Forecast            
Debt Instrument [Line Items]            
Accordion additional borrowing option         $ 100,000  
2024 Credit Facility Tranche D | Forecast            
Debt Instrument [Line Items]            
Accordion additional borrowing option       $ 100,000    
v3.24.3
LONG-TERM DEBT, NET - Liability and Equity Components of the Senior Secured Credit Facility (Details) - Revolving credit facility - 2024 Credit Facility Tranche A - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Principal amount $ 100,000 $ 0
Unamortized issuance costs (2,851) 0
Net carrying amount of liability component 97,149 0
Fair Value, Inputs, Level 3    
Debt Instrument [Line Items]    
Estimated fair value $ 115,011 $ 0
v3.24.3
LONG-TERM DEBT, NET - Amortization of Finance Expense Senior Secured Credit Facility (Details) - Revolving credit facility - 2024 Credit Facility Tranche A - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Debt Instrument [Line Items]          
Interest $ 2,960 $ 0 $ 4,922 $ 0 $ 0
Amortization of debt issuance costs 187 0 227 0 0
Total finance expenses (income) recognized $ 3,147 $ 0 $ 5,149 $ 0 $ 0
v3.24.3
Revenue from Contract with Customer - Schedule of Revenues by Geographic Region (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]          
Net revenues $ 155,095 $ 127,321 $ 443,954 $ 375,554 $ 509,338
United States          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Net revenues 98,345 86,243 284,599 258,429 349,743
Germany          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Net revenues 16,990 14,683 47,834 45,547 60,210
France          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Net revenues 15,243 4,157 39,998 4,157 11,736
Japan          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Net revenues 8,581 7,588 24,062 24,118 31,668
Other international markets          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Net revenues 11,311 7,894 32,053 24,481 32,757
International markets - Total          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Net revenues 52,125 34,322 143,947 98,303 136,371
Greater China          
Revenues from External Customers and Long-Lived Assets [Line Items]          
Net revenues $ 4,625 $ 6,756 $ 15,408 $ 18,822 $ 23,224
v3.24.3
REVENUE RECOGNITION - Revenue Recognized According Performance Period (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]          
Net revenues $ 155,095 $ 127,321 $ 443,954 $ 375,554 $ 509,338
Reporting period          
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]          
Net revenues 142,960 125,704 417,023 362,636 492,089
Previous periods          
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]          
Net revenues $ 12,135 $ 1,617 $ 26,931 $ 12,918 $ 17,249
v3.24.3
REVENUE RECOGNITION - Contract with Customer, Contract Asset, Contract Liability, and Receivable (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Trade receivables $ 61,316 $ 56,970
Unbilled receivables 5,744 4,251
Deferred revenues (short-term contract liabilities) $ (14,866) $ (16,224)
v3.24.3
REVENUE RECOGNITION - Narrative (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]      
Liability, revenue recognized $ 16,224 $ 18,028 $ 18,028
v3.24.3
SHARE OPTION PLANS AND ESPP - Additional Information (Details) - shares
1 Months Ended 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Sep. 30, 2024
Jun. 05, 2024
Share Capital [Line Items]        
Number of options, granted (in shares)     3,797,704  
ESPP        
Share Capital [Line Items]        
Ordinary shares available for grants (in shares)     5,557,123  
RSUs and PSUs        
Share Capital [Line Items]        
Granted (in shares)     9,454,291  
2015 plan        
Share Capital [Line Items]        
Ordinary shares available for grants (in shares)     0  
Number of options, granted (in shares)   433,018    
2015 plan | Options        
Share Capital [Line Items]        
Stock awards granted, expiration period (years)     10 years  
2015 plan | Options | Minimum        
Share Capital [Line Items]        
Stock awards granted, vesting period (years)     2 years  
2015 plan | Options | Maximum        
Share Capital [Line Items]        
Stock awards granted, vesting period (years)     4 years  
2015 plan | Restricted share units        
Share Capital [Line Items]        
Stock awards granted, vesting period (years)     3 years  
2015 plan | PSUs | Minimum        
Share Capital [Line Items]        
Stock awards granted, vesting period (years)     3 years  
2015 plan | PSUs | Maximum        
Share Capital [Line Items]        
Stock awards granted, vesting period (years)     6 years  
2024 plan        
Share Capital [Line Items]        
Ordinary shares available for grants (in shares)     9,581,731 9,000,000
2024 plan | Options | Minimum        
Share Capital [Line Items]        
Stock awards granted, vesting period (years) 2 years      
2024 plan | Options | Maximum        
Share Capital [Line Items]        
Stock awards granted, vesting period (years)     4 years  
2024 plan | Restricted share units        
Share Capital [Line Items]        
Stock awards granted, vesting period (years)     3 years  
2024 plan | PSUs | Minimum        
Share Capital [Line Items]        
Stock awards granted, vesting period (years) 3 years      
2024 plan | PSUs | Maximum        
Share Capital [Line Items]        
Stock awards granted, vesting period (years) 6 years      
v3.24.3
SHARE OPTION PLANS AND ESPP - Schedule of Stock Option Plan (Details)
9 Months Ended
Sep. 30, 2024
$ / shares
shares
Number of options  
Number of options, beginning outstanding (in shares) | shares 8,539,507
Number of options, granted (in shares) | shares 3,797,704
Number of options, exercised (in shares) | shares (184,633)
Number of options, forfeited and canceled (in shares) | shares (719,823)
Number of options, ending outstanding (in shares) | shares 11,432,755
Number of options, exercisable options (in shares) | shares 6,804,138
Weighted average exercise price  
Weighted average exercise price, beginning outstanding (in usd per share) | $ / shares $ 40.07
Weighted average exercise price, granted (in usd per share) | $ / shares 15.88
Weighted average exercise price, exercised (in usd per share) | $ / shares 7.77
Weighted average exercise price, forfeited and canceled (in usd per share) | $ / shares 50.14
Weighted average exercise price, ending outstanding (in usd per share) | $ / shares 31.92
Weighted average exercise price, exercisable options (in usd per share) | $ / shares $ 35.14
v3.24.3
SHARE OPTION PLANS AND ESPP - Schedule of RSUs and PSUs (Details)
$ / shares in Units, $ in Thousands
9 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
RSUs and PSUs  
Number of RSU/PSUs  
Unvested at beginning of year (in shares) 5,813,066
Granted (in shares) 9,454,291
Vested (in shares) (661,337)
Forfeited and cancelled (in shares) (1,252,395)
Unvested at ending of year (in shares) 13,353,625
Weighted average grant date fair value  
Unvested at beginning of year (in usd per share) | $ / shares $ 60.52
Granted (in usd per share) | $ / shares 15.40
Vested (in usd per share) | $ / shares 84.17
Forfeited and cancelled (in usd per share) | $ / shares 39.97
Unvested at ending of year (in usd per share) | $ / shares $ 29.33
PSUs  
Weighted average grant date fair value  
Number of PSUs (in shares) 3,694,807
Total fair value at grant date | $ $ 172,445
PSUs | Award One  
Weighted average grant date fair value  
Number of PSUs (in shares) 541,918
Fair value at grant date per PSU (in usd per share) | $ / shares $ 16.30
Total fair value at grant date | $ $ 8,833
PSUs | Award Two  
Weighted average grant date fair value  
Number of PSUs (in shares) 37,893
Fair value at grant date per PSU (in usd per share) | $ / shares $ 19.44
Total fair value at grant date | $ $ 737
PSUs | Award Three  
Weighted average grant date fair value  
Number of PSUs (in shares) 2,703,852
Fair value at grant date per PSU (in usd per share) | $ / shares $ 48.16
Total fair value at grant date | $ $ 130,218
PSUs | Award Four  
Weighted average grant date fair value  
Number of PSUs (in shares) 161,422
Fair value at grant date per PSU (in usd per share) | $ / shares $ 76.97
Total fair value at grant date | $ $ 12,425
PSUs | Award Five  
Weighted average grant date fair value  
Number of PSUs (in shares) 234,512
Fair value at grant date per PSU (in usd per share) | $ / shares $ 80.59
Total fair value at grant date | $ $ 18,899
PSUs | Award Six  
Weighted average grant date fair value  
Number of PSUs (in shares) 15,210
Fair value at grant date per PSU (in usd per share) | $ / shares $ 87.66
Total fair value at grant date | $ $ 1,333
v3.24.3
SHARE OPTION PLANS AND ESPP - Schedule of Fair Value Assumptions Used Only for Equity Based Awards Estimated Using Black-Scholes Option Pricing Model (Details)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
ESPP      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (years) 6 months 6 months 6 months
Expected volatility, minimum 73.00% 56.00% 56.00%
Expected volatility, maximum 90.00% 122.00% 122.00%
Risk-free interest rate, minimum 5.13% 4.76% 4.76%
Risk-free interest rate, maximum 5.23% 5.38% 5.38%
Dividend yield 0.00% 0.00% 0.00%
Stock Option Plans      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility, minimum 71.00% 63.00% 63.00%
Expected volatility, maximum 73.00% 67.00% 70.00%
Risk-free interest rate, minimum 3.88% 3.48% 3.48%
Risk-free interest rate, maximum 4.43% 4.16% 4.79%
Dividend yield 0.00% 0.00% 0.00%
Stock Option Plans | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (years) 5 years 6 months 5 years 6 months 5 years 6 months
Stock Option Plans | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (years) 5 years 8 months 23 days 6 years 6 years
v3.24.3
SHARE OPTION PLANS AND ESPP - Schedule of Non-cash Share-Based Compensation Expenses Related to Company's Equity-Based Awards (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Total share-based compensation expense $ 31,364 $ 26,346 $ 97,278 $ 98,170 $ 115,608
Cost of revenues          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Total share-based compensation expense 1,834 1,511 5,280 5,540 6,587
Research, development and clinical studies          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Total share-based compensation expense 7,294 6,683 25,421 26,999 31,827
Sales and marketing          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Total share-based compensation expense 10,276 8,973 31,220 30,830 35,968
General and administrative          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Total share-based compensation expense $ 11,960 $ 9,179 $ 35,357 $ 34,801 $ 41,226
v3.24.3
Basic and diluted net income (loss) per ordinary share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                  
Net income (loss) attributable to ordinary shares as reported used in computing basic and diluted net income (loss) per share $ (30,570) $ (33,375) $ (38,760) $ (49,485) $ (57,418) $ (53,061) $ (102,705) $ (159,964) $ (207,043)
Weighted average number of ordinary shares used in computing diluted net income (loss) per share (in shares) 108,247,716     106,772,814     107,679,501 106,219,194 106,391,178
Potentially anti-dilutive shares that were excluded from the computation of basic net income (loss) per share: 14,618,813     8,936,955     13,472,270 7,976,099 8,535,785
Diluted net income (loss) per ordinary share (in usd per share) $ (0.28)     $ (0.46)     $ (0.95) $ (1.51) $ (1.95)
Basic net income (loss) per ordinary share (in usd per share) $ (0.28)     $ (0.46)     $ (0.95) $ (1.51) $ (1.95)
Stock Option Plans                  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                  
Potentially anti-dilutive shares that were excluded from the computation of basic net income (loss) per share: 9,887,237     6,250,189     9,392,376 6,354,627 6,950,781
RSUs and PSUs                  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                  
Potentially anti-dilutive shares that were excluded from the computation of basic net income (loss) per share: 4,651,689     2,590,322     3,880,895 1,470,542 1,423,377
ESPP                  
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                  
Potentially anti-dilutive shares that were excluded from the computation of basic net income (loss) per share: 79,887     96,444     198,999 150,930 161,627
v3.24.3
SUPPLEMENTAL INFORMATION - Schedule of Long-Lived Assets by Location (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-term assets $ 86,164 $ 62,863
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-term assets 53,533 41,634
Israel    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-term assets 8,464 8,317
Switzerland    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-term assets 17,070 7,733
Others    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-term assets $ 7,097 $ 5,179
v3.24.3
SUPPLEMENTAL INFORMATION - Narrative (Details)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Nov. 30, 2023
employee
Sep. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
segment
Dec. 31, 2023
USD ($)
Geographic Areas, Long-Lived Assets [Abstract]        
Number of reporting units | segment     1  
Restructuring , number of positions eliminated | employee 200      
Restructuring, positions eliminated percent 13.00%      
Employee benefit and share-based payment arrangement, reversal of accrual   $ 0 $ 369 $ 3,041
Forfeited share-based compensation expense   $ 0 $ 1,991 $ 9,313
v3.24.3
SUPPLEMENTAL INFORMATION - Schedule of Restructuring and Related Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]          
Total restructuring cost $ 0 $ 0 $ 2,003 $ 0 $ 6,231
Restructuring costs paid during the period 0 0 5,455 0 2,753
Cost of revenues          
Restructuring Cost and Reserve [Line Items]          
Total restructuring cost 0 0 52 0 262
Research, development and clinical studies          
Restructuring Cost and Reserve [Line Items]          
Total restructuring cost 0 0 275 0 2,070
Sales and marketing          
Restructuring Cost and Reserve [Line Items]          
Total restructuring cost 0 0 1,512 0 2,404
General and administrative          
Restructuring Cost and Reserve [Line Items]          
Total restructuring cost $ 0 $ 0 $ 164 $ 0 $ 1,495
v3.24.3
SUBSEQUENT EVENT - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Oct. 15, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Subsequent Event [Line Items]            
Expense for vesting PSU granted   $ 31,364 $ 26,346 $ 97,278 $ 98,170 $ 115,608
Subsequent Event | PSUs | Forecast            
Subsequent Event [Line Items]            
Expense for vesting PSU granted $ 33,157          

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