UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of January, 2025

 

	001-41208
	(Commission File Number)

 

NOVONIX LIMITED

(Translation of registrant’s name into English)

 

Level 38

71 Eagle Street

Brisbane, QLD 4000 Australia

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40‑F.

Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

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EXHIBIT INDEX

 

Exhibit No.		Description
Exhibit 99.1		ASX Announcement (Results of Share Purchase Plan Offer) dated January 15, 2025.

 

Exhibit 99.2		Appendix 2A (Application for quotation of securities) dated January 15, 2025.
Exhibit 99.3		Appendix 3Y (Change of Director’s Interest Notice) dated January 16, 2025

 

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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 hereunto duly authorized.

NOVONIX LIMITED
By:	/s/ Dr. John Christopher Burns
	Dr. John Christopher Burns
	Chief Executive Officer

 

Date: January 17, 2025

 

 

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Asx Announcement

(ASX: NVX)

EXHIBIT 99.1

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
 

NOVONIX Announces Results of Share Purchase Plan Offer

BRISBANE, AUSTRALIA, January 15, 2025 - NOVONIX Limited (NASDAQ: NVX, ASX: NVX) (“NOVONIX” or the “Company”), a leading battery materials and technology company, advises that the Share Purchase Plan (SPP) closed at 5:00pm on 10 January 2025.

NOVONIX received valid applications from eligible shareholders for 68.6 million fully paid ordinary shares in NOVONIX ("SPP Shares") to raise A$41.2 million (before costs) under the SPP. As a result, the SPP was heavily oversubscribed in excess of the A$5.0 million target initially announced by the Company.

The SPP was priced at A$0.60 per SPP Share, and eligible shareholders were given the opportunity to apply for up to A$30,000 worth of SPP Shares.

Given the strong support shown by eligible shareholders and in accordance with the terms of the SPP, NOVONIX has allowed a greater level of participation by eligible shareholders. The SPP size was increased by A$27.3 million above its original target of A$5.0 million, raising a total amount of A$32.3 million under the SPP (subject to scale-back, as described below).

NOVONIX will use the proceeds from the SPP to purchase, install, and commission additional equipment in the Company’s Riverside facility in Chattanooga, Tennessee. This equipment will be used to support the further qualification of products for the Company’s contracts with Panasonic, Stellantis, and PowerCo.

Admiral Robert Natter, NOVONIX Chairman said, “We were pleased to provide all of our eligible shareholders with the opportunity to participate in this offer. We received strong interest in the offer, allowing us to increase its size to A$32.3 million. We thank our shareholders for their ongoing support of NOVONIX and its future.”

SPP Further Details and Scale-Back Arrangements

The SPP was announced on 26 November 2024, in connection with:

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NOVONIX successfully completed the Institutional Placement on 27 November 2024. The Conditional Placement is subject to shareholder approval that will be sought at an Extraordinary General Meeting to be held on Wednesday, 22 January 2025.

The issue price of A$0.60 per SPP Share is equivalent to the issue price paid by investors under the Institutional Placement and Conditional Placement launched by NOVONIX in conjunction with the SPP.

The SPP offer was made to approximately 30,453 eligible shareholders, with valid applications received from approximately 2,368 eligible shareholders for a total value of approximately A$41.2 million. Valid applications received represented a participation rate of approximately 7.8% of eligible shareholders, with an average application amount of approximately A$17,386.

The strong interest required a scaling back of valid applications that NOVONIX received under the SPP offer. The scale back was applied in two stages:

(1) eligible participants received an allocation to maintain their percentage holding in NOVONIX held prior to the announcement of the Institutional Placement, Conditional Placement and SPP (“Initial Allocation”);

(2) eligible participants received an allocation of 75% of their application received in excess of their Initial Allocation.

Approximately 53.9 million new SPP Shares will be issued on Thursday, 16 January 2025, representing approximately 8.7% of NOVONIX’s ordinary shares on issue.

Trading of the SPP Shares is expected to commence on the ASX on 17 January 2025. Holding statements will be dispatched to successful applications from 17 January 2025. Refunds for scaled back applications are expected to be made from 16 January 2025.

SPP Shares will rank equally with existing fully paid NVX shares from their date of issue.

This announcement has been authorised for release by Admiral Robert J Natter, USN Ret., Chairman.

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About NOVONIX
NOVONIX is a leading battery technology company revolutionizing the global lithium-ion battery industry with innovative, sustainable technologies, high-performance materials, and more efficient production methods. The Company manufactures industry-leading battery cell testing equipment, is growing its high-performance synthetic graphite material manufacturing operations, and has developed a patented all-dry, zero-waste cathode synthesis process. Through advanced R&D capabilities, proprietary technology, and strategic partnerships, NOVONIX has gained a prominent position in the electric vehicle and energy storage systems battery industry and is powering a cleaner energy future.

To learn more, visit us at www.novonixgroup.com or on LinkedIn and X.

For NOVONIX Limited
Scott Espenshade, ir@novonixgroup.com (investors)
Stephanie Reid, media@novonixgroup.com (media)

Forward-looking statements
This announcement contains certain "forward-looking statements" that are based on management's belief, assumptions, opinions and expectations and on information currently available to management and speak only as of the date of this announcement. All statements other than statements of historical facts included in this announcement, including statements regarding NOVONIX’s forecasts, business strategy, plans and objectives, are forward-looking statements. These statements can generally be identified by the use of forward-looking words, such as "expect", "anticipate", "likely", "intend", "should", "could", "may", "predict", "plan", "propose", "will", "believe", "forecast", "estimate", or "target". Such statements may be based on underlying assumptions (which could prove incorrect or may be subject to change) and are subject to the risks disclosed in the Investor Presentation lodged with ASX on 26 November 2024, many of which are outside the control of NOVONIX and are not reliably predictable, which could cause actual results to differ materially, in terms of quantum and timing, from those described in this announcement. You are strongly cautioned not to place undue reliance on forward-looking statements.

Not for distribution or release in the United States
This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be,

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registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

 

 

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EXHIBIT 99.2

Announcement Summary

 

 

Entity name

NOVONIX LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday January 15, 2025

 

The +securities to be quoted are:

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

Total number of +securities to be quoted

 

	ASX +security		Number of +securities to
	code	Security description	be quoted		Issue date
	NVX	ORDINARY FULLY PAID	53,887,112		16/01/2025

Refer to next page for full details of the announcement

 

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Part 1 - Entity and announcement details

 

 

 

1.1 Name of entity

NOVONIX LIMITED

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

 

1.2 Registered number type ABN		Registration number 54157690830

 

 

1.3 ASX issuer code

NVX

 

1.4 The announcement is

New announcement

1.5 Date of this announcement

15/1/2025

 

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Part 2 - Type of Issue

 

 

2.1 The +securities to be quoted are:

+Securities issued as part of a transaction or transactions previously announced to the market in an Appendix 3B

 

Previous Appendix 3B details:

 

Announcement Date and Time		Announcement Title		Selected Appendix 3B to submit quotation request
26-Nov-2024 09:57		New - Proposed issue of securities - NVX
				An offer of +securities under a +securities purchase plan

 

 

2.3a.2 Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B?

Yes

2.3a.3 Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B

 

Conditional placement of shares to P66 to be approved at the EGM on 22 January 2025.

 

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Part 3A - number and type of +securities to be quoted where issue has previously been notified to ASX in an Appendix 3B

 

 

 

Corporate Action Component Detail

 

 

 

ASX +security code and description

 

NVX : ORDINARY FULLY PAID

 

Issue date

16/1/2025

 

 

 

Issue details

 

 

Number of +securities to be quoted

53,887,112

 

Issue currency	Issue price or consideration per +security
AUD - Australian Dollar	AUD 0.60000000

 

 

Any other information the entity wishes to provide about the +securities to be quoted

 

 

 

 

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Part 4 - Issued capital following quotation

 

 

 

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the

+securities subject of this application)

 

ASX +security code and description	Total number of +securities on issue
NVX : ORDINARY FULLY PAID	622,486,980

 

 

4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)

 

ASX +security code and description	Total number of +securities on issue
NVXAD : PERFORMANCE RIGHTS	19,541,395
NVXAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	11,016,667
NVXAG : SHARE RIGHTS	632,890
NVXAL : CONVERTIBLE NOTES	45,221,586

 

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Rule 3.19A.2

Appendix 3Y

 

Change of Director’s Interest Notice

 

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

 

Name of entity NOVONIX LIMITED

ABN 54 157 690 830

 

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 

Name of Director	ANTHONY BELLAS
Date of last notice	29 April 2024

 

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

 

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	INDIRECT
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	A Bellas is a Director and Shareholder of Loch Explorations Pty Ltd (Loch).   Mr Bellas is a Director and Shareholder of AG Bellas Super Pty Ltd (Super)
Date of change	16 January 2025
No. of securities held prior to change	2,277,551 Ordinary shares (Indirect)(Loch) 185,782 Ordinary shares (Indirect)(Super) 135,995 Ordinary share (Direct) 109,749 Share rights (Direct)
Class	Ordinary shares
Number acquired	44,464 ordinary shares (Indirect/Super)
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$0.60 per share

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No. of securities held after change	2,277,551 Ordinary shares (Indirect)(Loch) 230,246 Ordinary shares (Indirect)(Super) 135,995 Ordinary share (Direct) 109,749 Share rights (Direct)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Participation in the SPP.

 

Part 2 – Change of director’s interests in contracts

 

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest
Name of registered holder (if issued securities)
Date of change
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

 

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Part 3 – +Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	Yes
If so, was prior written clearance provided to allow the trade to proceed during this period?	Yes
If prior written clearance was provided, on what date was this provided?	14 January 2025.

 

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