UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): December 23, 2016

 

NovoCure Limited

 

(Exact name of registrant as specified in its charter)

 

 

Jersey

001-37565

98-1057807

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

 

Le Masurier House

La Rue Le Masurier

St. Helier, Jersey JE2 4YE

(Address of Principal Executive Offices)

 

 

 

 

 

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

 

 

 

N/A

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. to Form 8-K):

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 

 

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Leung Employment Agreement

On December 23, 2016, Novocure USA LLC (“Novocure USA”), a subsidiary of NovoCure Limited (the “Company”) entered into an amendment (the “Leung Amendment”) of the employment agreement between Novocure USA and Gabriel Leung dated August 24, 2011, as amended to date (the “Employment Agreement”).  Pursuant to the Leung Amendment, Novocure USA and Mr. Leung mutually agreed that the Employment Agreement shall terminate effective December 31, 2016.    Mr. Leung will continue to serve as a member of the Company’s Board of Directors.

A copy of the Leung Amendment is filed as Exhibit 10.1 attached hereto and is incorporated herein by reference in its entirety into this Item 1.01.  The foregoing description of the Leung Amendment is qualified in its entirety by reference to the full text of the Leung Amendment and does not purport to be complete.  

 

Amendment to Loan and Security Agreement

On December 23, 2016, the Company entered into a First Amendment to the Loan and Security Agreement (the “First Amendment”) between the Company and BioPharma Secured Investments III Holdings Cayman LP dated as of January 7, 2015 (the “Loan Agreement”).  Pursuant to the First Amendment, the limit on the Company’s pledges and deposits securing liability for reimbursement or indemnification obligations in respect of letters of credit or bank guarantees for the benefit of its landlords increased to $1,000,000.

A copy of the First Amendment is filed as Exhibit 10.2 attached hereto and is incorporated herein by reference in its entirety into this Item 1.01.  The foregoing description of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment and does not purport to be complete.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

Description                                                                                                        

10.1

Amendment to Employment Agreement, dated as of December 23, 2016, by and between NovoCure USA LLC and Gabriel Leung

10.2

First Amendment to Loan and Security Agreement, dated as of December 23, 2016, by and between the Company and BioPharma Secured Investments III Holdings Cayman LP


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NovoCure Limited

(Registrant)

 

Date: December 30, 2016

 

 

By: /s/ Wilhelmus Groenhuysen        

       Name: Wilhelmus Groenhuysen

       Title: Chief Financial Officer

 

 

Index to Exhibits

 

Exhibit No.            

Description                                                                                                                                    

10.1

Amendment to Employment Agreement, dated as of December 23, 2016, by and between NovoCure USA LLC and Gabriel Leung

10.2

First Amendment to Loan and Security Agreement, dated as of December 23, 2016, by and between the Company and BioPharma Secured Investments III Holdings Cayman LP

 

 

 

 

 

Exhibit 10.1

 

 

December 23, 2016

 

Re: Amendment to Employment Agreement dated August 24, 2011

 

Dear Mr. Leung:

 

This letter (“Amendment”) is to confirm our understanding concerning an amendment to be made with respect to the Employment Agreement dated as of the 24 th day of August 2011 (the “Agreement”), between NovoCure USA Inc. (“Company”) and Gabriel Leung (“Employee”).  All terms not otherwise defined herein are used as defined in the Agreement.

 

The purpose of this Amendment is to modify the terms of the Agreement.

 

The Agreement is hereby amended as follows:

 

 

1.

The parties mutually agree that the Agreement shall terminate effective December 31, 2016.  For clarity and notwithstanding the prior sentence, Mr. Leung shall continue to serve as a director of the Company’s affiliate, NovoCure Limited.

 

 

2.

Except as amended hereby, the Agreement remains in full force and effect.

 

If the foregoing accurately reflects your understanding as to these matters, please indicate your agreement in the space provided below, and return one fully-executed original to me.

 

Very truly yours,

 

/s/ Wilco Groenhuysen

 

Wilco Groenhuysen

Chief Financial Officer

 

Acknowledged and agreed to by:

 

 

By: /s/ Gabriel Leung

       Gabriel Leung

       Date:  December 22, 2016

 

 

1

 

Exhibit 10.2

 

FIRST AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

 

This First Amendment to the Loan and Security Agreement (defined below) (this “ Amendment ”), dated as of December 23, 2016 (the “ Effective Date ”), is entered into by and between NOVOCURE LIMITED, a company incorporated under the Companies (Jersey) Law, 1991 (as amended) (“ Borrower ”) and BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP, a Cayman Islands exempted limited partnership (“ Lender ”).

RECITALS

WHEREAS, Borrower and Lender have entered into that certain Loan and Security Agreement, dated as of January 7, 2015, (the “ Loan and Security Agreement ”).  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan and Security Agreement; and

WHEREAS, in accordance with Section 12.5(a) of the Loan and Security Agreement, Borrower and Lender desire to amend the Loan and Security Agreement on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and intending to be legally bound by this Amendment, the undersigned hereby agrees and declares as follows:

SECTION 1. Amendment to Loan and Security Agreement .  The Loan and Security Agreement shall be amended by deleting in its entirety clause (k) of the definition of “Permitted Liens” in Section 13.1 of the Loan and Security Agreement and replacing it as follows:

“(k) pledges and deposits securing liability for reimbursement or indemnification obligations in respect of letters of credit or bank guarantees for the benefit of la ndlords; provided, that at no such time shall the aggregate amount of all such pledges and deposits exceed One Million Dollars ($1,000,000.00);”.

SECTION 2. References to and Effect on Loan and Security Agreement .  Except as specifically set forth herein, this Amendment shall not modify or in any way affect any of the provisions of the Loan and Security Agreement, which shall remain in full force and effect and is hereby ratified and confirmed in all respects.  On and after the Effective Date all references in the Loan and Security Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder,” or words of like import shall mean the Loan and Security Agreement as amended by this Amendment.

SECTION 3. Governing Law .  This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflict of laws thereof.

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered as of the date first above written.

NOVOCURE LIMITED ,
as Borrower


By: /s/ Wilco Groenhuysen
Name: Wilco Groenhuysen
Title: Chief Financial Officer

 


[Signature Page to First Amendment to Loan and Security Agreement]

 

 

ACCEPTED AND AGREED
as of the date first above written:

BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP,

as Lender

 

By: Pharmakon Advisors, LP,

its Investment Manager

 

By: Pharmakon Management I, LLC,

its General Partner

 

 

By: /s/ Pedro Gonzalez de Cosio
Name: Pedro Gonzalez de Cosio
Title: Managing Member

 

 

[Signature Page to First Amendment to Loan and Security Agreement]