On November 2, 2020 Novocure (NASDAQ: NVCR), a global oncology company striving to extend survival in some of the most aggressive forms of cancer, reported its intention to offer $500 million aggregate principal amount of Convertible Senior Notes due 2025 (the "notes") (Press release, NovoCure, NOV 2, 2020, View Source [SID1234569712]). The notes will be offered in a private placement (the "offering") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Novocure also intends to grant the initial purchasers an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $75 million aggregate principal amount of notes. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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Novocure intends to use the net proceeds from the offering to further advance its clinical and product development programs and to invest in associated pre-commercial and commercial activities, as well as for general corporate purposes.

The notes will be senior unsecured obligations of Novocure and will accrue interest payable semiannually in arrears. The notes will be convertible into cash, Novocure’s ordinary shares, or a combination of cash and Novocure’s ordinary shares at Novocure’s election. The interest rate, initial conversion rate, offering price and other terms of the notes will be determined at the time of pricing of the offering.

Neither the notes nor Novocure’s ordinary shares potentially issuable upon conversion of the notes will be registered under the Securities Act or the securities laws of any other jurisdiction. Neither the notes nor Novocure’s ordinary shares potentially issuable upon conversion of the notes may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.