6-K

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 May, 2024

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): ☐

EXHIBIT INDEX

Exhibit No. Description

Exhibit 99.1 Appendix 3H (Notification of cessation of securities) dated May 16, 2024

Exhibit 99.2 ASX Announcement (Update on Axon Graphite Combination) dated May 16, 2024

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<br><br><br><br><br><br>By: /s/ Dr. John Christopher Burns<br><br>Dr. John Christopher Burns<br><br>Chief Executive Officer

Date: May 16, 2024

EX-99.1

Appendix 3H - Notification of cessation of securities

EXHIBIT 99.1

Announcement Summary

Entity name

NOVONIX LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday May 15, 2024

Details of +securities that have ceased

		Number of
ASX +security<br><br>code	Security description	+securities that<br><br>have ceased	The +securities have<br><br>ceased due to	Date of<br><br>cessation
NVXAD	PERFORMANCE RIGHTS	48,113	Lapse of conditional right to<br><br>securities because the<br><br>conditions have not been, or<br><br>have become incapable of<br><br>being, satisfied	15/05/2024

Refer to next page for full details of the announcement

Appendix 3H - Notification of cessation of securities	1 / 4
Appendix 3H - Notification of cessation of securities
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Part 1 - Announcement Details

1.1 Name of +Entity

NOVONIX LIMITED

We (the entity named above) provide the following information about our issued capital.

1.2 Registered Number Type	Registration Number
ACN	157690830

1.3 ASX issuer code

NVX

1.4 The announcement is

New announcement

1.5 Date of this announcement

15/5/2024

Appendix 3H - Notification of cessation of securities	2 / 4
Appendix 3H - Notification of cessation of securities
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Part 2 - Details of +equity securities or +debt securities that have ceased

ASX +Security Code and Description

NVXAD : PERFORMANCE RIGHTS

Unquoted +equity securities that have ceased Number of securities that have ceased

48,113

Reason for cessation

Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied

Date of cessation	Is the entity paying any consideration for the cessation?
15/5/2024	No

Any other information the entity wishes to notify to ASX about the cessation?

Appendix 3H - Notification of cessation of securities	3 / 4
Appendix 3H - Notification of cessation of securities
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Part 3 - Issued capital following changes

Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise:

The figures in parts 3.1 and 3.2 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.

3.1 Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX)

ASX +security code and description	Total number of<br><br>+securities on issue
NVX : ORDINARY FULLY PAID	488,947,497

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

ASX +security code and description	Total number of<br><br>+securities on issue
NVXAD : PERFORMANCE RIGHTS	26,479,723
NVXAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	28,166,667
NVXAG : SHARE RIGHTS	698,295
NVXAL : CONVERTIBLE NOTES	45,221,586

Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.

Appendix 3H - Notification of cessation of securities	4 / 4

EX-99.2

ASX ANNOUNCEMENT

(ASX: NVX)

EXHIBIT 99.2

NOVONIX Announces Completion of Due Diligence for Combination of Natural Graphite Interests into Axon Graphite

BRISBANE, Australia, May 16, 2024 - NOVONIX Limited (NASDAQ: NVX, ASX: NVX) (“NOVONIX”), a leading battery materials and technology company, today announced that due diligence has been satisfactorily completed for both NOVONIX and Lithium Energy Limited (ASX: LEL)(“LEL”) to contribute their natural graphite exploration interests into a new company, Axon Graphite Limited (“Axon”).

As previously announced, NOVONIX has agreed to divest MD South Tenements Pty Ltd, its wholly owned subsidiary that holds the Mount Dromedary natural graphite exploration interests, to Axon Graphite Limited, a subsidiary of LEL. LEL will contribute its interest in its Burke and Corella graphite projects to Axon pursuant to the agreement. As consideration for the transaction, NOVONIX will receive shares in Axon, which the parties intend to list on the Australian Securities Exchange (“ASX”). The transaction is subject to the completion of the proposed initial public offering (“IPO”) of Axon, and receipt of approval for the admission of Axon to the ASX.

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

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 anode material manufacturing operations, and has developed an all-dry, zero-waste cathode synthesis process. Through advanced R&D capabilities, proprietary technology, strategic partnerships, and as a leading North American supplier of battery-grade synthetic graphite,

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)

Valerie Malone, media@novonixgroup.com (media)

Cautionary Note Regarding Forward-Looking Statements

This communication contains forward-looking statements about the Company and the industry in which we operate. Forward-looking statements can generally be identified by use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or other similar expressions. Examples of forward-looking statements in this communication include statements we make regarding the proposed transaction with Lithium Energy Limited and the proposed Axon Graphite Limited IPO and ASX listing, We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and

NOVONIX Limited (ASX: NVX)

ACN 157 690 830

Level 38, 71 Eagle Street

Brisbane QLD 4000

AUSTRALIA

financial needs. Such forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could affect our business and results are included in our filings with the U.S. Securities and Exchange Commission (“SEC”), including the Company's Form 20-F. Copies of these filings may be obtained by visiting our Investor Relations website at www.novonixgroup.com or the SEC's website at www.sec.gov.

Forward-looking statements are not guarantees of future performance or outcomes, and actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Accordingly, you should not place undue reliance on forward-looking statements. Any forward-looking statement in this communication is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time, whether as a result of new information, future developments or otherwise, except as required by law.

In particular, we caution that the proposed Axon IPO and ASX listing may be subject to final board and regulatory approvals and is dependent on market conditions. We caution that the admission of Axon to the official list of the ASX is conditional on and subject to the ASX’s satisfaction that Axon has a structure and operations suitable for a listed entity at the ASX’s absolute discretion.

In accordance with section 734(5)(b) of the Corporations Act 2001 (Cth) (Corporations Act), it is noted that:

• Axon will be the offeror of fully paid ordinary shares under the IPO;

• a prospectus will be issued by Axon in accordance with Part 6.2 of the Corporations Act when the IPO shares are offered;

• a person should consider the prospectus in deciding whether to apply for IPO shares; and

• anyone who wants to apply for the IPO will need to complete an application form that will be in or will accompany the prospectus.

NOVONIX Limited (ASX: NVX)

ACN 157 690 830

GPO Box 525 Brisbane Qld 4001

AUSTRALIA