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): March 28, 2017
NovoCure Limited
(Exact name of registrant as specified in its charter)
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Jersey |
001-37565 |
98-1057807 |
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(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Le Masurier House La Rue Le Masurier St. Helier, Jersey JE2 4YE (Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code: +44 (0)15 3475 6700 |
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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 Loan and Security Agreement
On March 28, 2017, the Company entered into a Second Amendment to the Loan and Security Agreement (the “Second Amendment”) between the Company and BioPharma Secured Investments III Holdings Cayman LP dated as of January 7, 2015, as amended by a First Amendment dated as of December 23, 2016 (collectively, the “Loan Agreement”), pursuant to which 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 $1,500,000.
A copy of the Second 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 Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment and does not purport to be complete.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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10.1 |
Second Amendment to Loan and Security Agreement, dated as of February 21, 2017, by and between the Company and BioPharma Secured Investments III Holdings Cayman LP |
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: March 31, 2017
By: /s/ Wilhelmus Groenhuysen
Name: Wilhelmus Groenhuysen
Title: Chief Financial Officer
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Exhibit No. |
Description |
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10.1 |
Second Amendment to Loan and Security Agreement, dated as of February 21, 2017, by and between the Company and BioPharma Secured Investments III Holdings Cayman LP |
Exhibit 10.1
SECOND AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This Second Amendment to the Loan and Security Agreement (defined below) (this “ Amendment ”), dated as of February 21, 2017 (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 ”) and that certain First Amendment to Loan and Security Agreement, dated as of December 23, 2016. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan and Security Agreement, as amended; and
WHEREAS, in accordance with Section 12.5(a) of the Loan and Security Agreement, Borrower and Lender desire to further 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 landlords; provided, that at no such time shall the aggregate amount of all such pledges and deposits exceed One Million Five Hundred Thousand Dollars ($1,500,000.00);”.
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.
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NOVOCURE LIMITED , |
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as Borrower |
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By: |
/s/ Wilco Groenhuysen |
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Name: |
Wilco Groenhuysen |
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Title: |
Chief Financial Officer |
Signature Page to Second Amendment to Loan and Security Agreement
as of the date first above written:
BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP ,
as Lender
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By: |
Pharmakon Advisors, LP, |
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its Investment Manager |
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By: |
Pharmakon Management I, LLC, |
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its General Partner |
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By: |
/s/ Pedro Gonzalez de Cosio |
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Name: |
Pedro Gonzalez de Cosio |
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Title: |
Managing Member |
Signature Page to Second Amendment to Loan and Security Agreement