6-K
NOVONIX Ltd (NVX)
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 July, 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): ☐
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| Exhibit 99.1 | ASX Announcement (Funding Agreement) dated July 24, 2025. |
| Exhibit 99.2 | Press Release dated July 24, 2025. |
| Exhibit 99.3 | Appendix 3B (Proposed issue of securities) dated July 24, 2025. |
| Exhibit 99.4 | Quarterly Activities Report and Appendix 4C for three months ended June 30, 2025 |
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/ Robert Long |
| Robert Long | |
| Chief Financial Officer |
Date: July 24, 2025
EX-99.1
EXHIBIT 99.1
Asx Announcement
(ASX: NVX)
NOVONIX Announces Entry into Funding Agreement with Yorkville Advisors Global, LP
- NOVONIX to issue up to US$100,000,000 of unsecured convertible debentures to YA II PN, Ltd, an affiliate of Yorkville Advisors Global, LP (“Yorkville”), under the terms of a multi-tranche funding agreement ("Funding Agreement")
- Yorkville has agreed to provide NOVONIX with funding of up to US$57,000,000 under the first two tranches of the Funding Agreement
- US$24,500,000 first tranche of convertible debentures raising US$23,275,000, to be issued and fully drawn down upfront, without shareholder approval
- US$35,500,000 second tranche of convertible debentures, raising up to an additional US$33,725,000 through one or more drawdowns, to be issued subject to shareholder approval at an Extraordinary General Meeting ("EGM") to be held on or around 9 September 2025
- NOVONIX has agreed to issue an additional tranche of US$40,000,000 convertible debentures, subject to shareholder approval at the EGM. Funding may only be drawn down under this additional tranche by mutual agreement between NOVONIX and Yorkville
- The headline amount of funding that could be provided to NOVONIX, if all convertible debentures are issued and amounts are fully drawn, is US$95,000,000
- Debentures issued to Yorkville under the Funding Agreement are convertible into fully paid ordinary shares of NOVONIX
Chattanooga, TN (USA), July 24, 2025 - NOVONIX Limited (NASDAQ: NVX, ASX: NVX) (“NOVONIX” or the “Company”), a leading battery materials and technology company announces the entry into a definitive Funding Agreement. Under the Funding Agreement, Yorkville has agreed to provide NOVONIX with funding of up to US$57,000,000, with an additional funding tranche of up to US$38,000,000, able to be drawn down by mutual
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
agreement between the parties, in exchange for the issue of up to US$100,000,000 of unsecured convertible debentures to Yorkville.
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to NOVONIX.
Background
The proceeds from these convertible notes will provide additional capital for the continued build-out of our Riverside facility in Chattanooga, Tennessee and for general corporate purposes. The Company expects to begin shipping commercial-grade synthetic graphite from Riverside later this year with mass production starting next year for our lead customer, Panasonic.
“The start of commercial production will mark a critical milestone for the Company as we continue to establish and build a domestic supply chain for synthetic graphite in North America,” said Mike O’Kronley, CEO of NOVONIX. “As we further expand our operations in Tennessee, we remain focused on significantly increasing production of this essential critical mineral while strengthening American manufacturing, creating high-quality jobs, and ensuring that the U.S. possesses a resilient, reliable foundation for next-generation technologies."
Constructive dynamics of late across the sector are building momentum for the future of NOVONIX. With the first large-scale production site dedicated to synthetic graphite for the battery sector in North America, NOVONIX is uniquely positioned to access U.S.-based capital sources.
NOVONIX has increased its financial flexibility and bolstered its capital structure, through this significant institutional investment in the form of convertible debentures by an affiliate of Yorkville, in coordination with Goldman Sachs & Co. LLC as exclusive financial advisor to NOVONIX. The terms of the investment provide NOVONIX with the ability, subject to certain conditions, to access up to an aggregate of $95,000,000 of funding through the issuance of up to US$100,000,000 of convertible debentures, if the US$40,000,000 additional tranche is ultimately funded. The proceeds from these convertible debentures will provide additional time for the Company to secure its additional funding requirements for the Riverside site and our planned second mass production site at Enterprise South.
Prior to entering into the Funding Agreement, NOVONIX and Goldman Sachs & Co. LLC assessed various fundraising alternatives, including the issuance of common equity and other forms of equity-linked capital, to meet the Company's objectives. NOVONIX concluded that the other alternatives available were not on commercial terms that were as attractive, and did not provide sufficient certainty of funding, as compared with the
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
proposed Convertible Debentures, and that such other alternatives were therefore not in the best interests of the Company's shareholders.
Funding
Under the Funding Agreement, Yorkville has agreed to provide NOVONIX with up to US$57,000,000 in funding. An additional funding tranche of up to US$38,000,000 can be funded by mutual agreement between NOVONIX and Yorkville.
In exchange, NOVONIX has agreed to issue to Yorkville debentures that are convertible into fully paid ordinary shares in NOVONIX (“Convertible Debentures”), at a 5% discount price to the aggregate face value of the Convertible Debentures (being US$100,000,000), on the terms set out in the Funding Agreement.
The funding will be provided, and Convertible Debentures issued, progressively over a series of tranches, as follows:
- Upfront issue and drawdown of 24,500,000 Convertible Debentures to Yorkville (“First Drawdown Convertible Debentures”) for funding of US$23,275,000 pursuant to the Company's available placement capacity under ASX Listing Rule 7.1;
- Subject to NOVONIX receiving shareholder approval at the EGM, NOVONIX will issue 35,500,000 Convertible Debentures to Yorkville (“Second Drawdown Convertible Debentures”), which will permit NOVONIX to draw down up to an additional US$33,725,000 during the period between the issue of the Second Drawdown Convertible Debentures and 21 January 2026 (being 180 days after issue of the First Drawdown Convertible Debentures) as follows:
- a second funding at any time during this period, subject to a funding cap at the time of drawdown of US$33,725,000 (including amounts outstanding in respect of the First Drawdown Convertible Debentures); and
- on 21 January 2026, the balance of the US$57,000,000 in aggregate funding may be drawn down; and
- Subject to NOVONIX receiving shareholder approval at the EGM, NOVONIX will issue an additional tranche of 40,000,000 Convertible Debentures to Yorkville (“Additional Drawdown Convertible Debentures”). Once issued, the parties can agree to draw down an additional tranche of funding, of an amount to be mutually agreed between the parties up to US$38,000,000, bringing total funding up to US$95,000,000 if all Convertible Debentures are issued and fully drawn. The parties
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
- have the option to agree to draw down the full amount of the additional tranche, or any lesser amount, or may not agree to draw down under the additional tranche at all.
The drawdown of funds by NOVONIX in respect of the Second and Additional Drawdown Convertible Debentures is also subject to the satisfaction of certain conditions precedent at the time of drawdown, as described below.
Convertible Debentures
Under the terms of the Funding Agreement, once drawn, Yorkville may elect to convert any part or all of the face value of the Convertible Debentures at any time until (but excluding) the third trading day prior to the relevant maturity date.
The number of shares to be issued upon any conversion is calculated in accordance with a variable formula which depends on both the market price of the Company's shares on ASX and the AUD/USD exchange rate at the time of conversion. This is subject to an upper limit (based on the "Fixed Conversion Price" of AU$0.6435 per share) and a lower limit (being a "Floor Price" of AU$0.12 per share). The Floor Price imposes a limit on the potential dilutionary impact of any conversion of the Convertible Debentures.
Yorkville's right to convert the First Drawdown Convertible Debentures is subject to a cap, with respect to the number of underlying shares being issued upon conversion, equal to 95,466,845 shares, unless and until shareholder approval is obtained. This corresponds to the number of shares which NOVONIX can currently issue (inclusive of the Interest Equity Shares, described below) in compliance with ASX Listing Rule 7.1, without needing to obtain shareholder approval. In the absence of this conversion cap, the maximum number of underlying shares that could be issued upon conversion of the First Drawdown Convertible Debentures would have otherwise exceeded NOVONIX's current placement capacity.
Second Drawdown Convertible Debentures
The issue of the Second Drawdown Convertible Debentures is conditional upon NOVONIX receiving prior shareholder approval at the EGM. NOVONIX does not have available placement capacity under ASX Listing Rule 7.1 to issue the Second Drawdown Convertible Debentures, and, accordingly, the issue of the Second Drawdown Convertible Debentures is subject to obtaining shareholder approval at an EGM.
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
The Second Drawdown Convertible Debentures will be issued shortly after the EGM but the funds associated with those securities will not be fully drawn upon issue. NOVONIX's ability to draw down these funds is subject to certain conditions precedent, including (among other conditions) that the total amount of Convertible Debentures outstanding at the time of the proposed drawdown does not exceed 20% of the Company's market capitalization, that the minimum average daily traded value of the Company is not less than AU$600,000 per day during any 20 trading days in a consecutive 30 trading day period, and that no material adverse effect has occurred and is subsisting in relation to NOVONIX at the relevant drawdown date.
Additional Drawdown Convertible Debentures
The issue of the Additional Drawdown Convertible Debentures is conditional upon NOVONIX receiving shareholder approval at the EGM. NOVONIX does not have available placement capacity under ASX Listing Rule 7.1 to issue the Additional Drawdown Convertible Debentures, and, accordingly, the issue of the Additional Drawdown Convertible Debentures is subject to obtaining shareholder approval at the EGM.
The Additional Drawdown Convertible Debentures will be issued shortly after the EGM, but the funds associated with those securities cannot be drawn down without the prior agreement of NOVONIX and Yorkville. If NOVONIX and Yorkville do not agree to draw down the additional funds, then the Additional Drawdown Convertible Debentures will be cancelled. The same conditions precedent to draw down on the Second Convertible Debentures apply to the Additional Drawdown Convertible Debentures.
Interest Equity Shares
The Company has also today issued 783,867 shares to Yorkville (pursuant to its available placement capacity under ASX Listing Rule 7.1) in prepayment of the first three months of interest payable on the First Drawdown Convertible Debentures (the “Interest Equity Shares”), subject to certain interest true-up mechanics, to the extent necessary, outlined in the Funding Agreement.
Summary of Material Terms
Further details of the material terms of the Funding Agreement are set out in Appendix 1 of this announcement.
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
This announcement has been authorized for release by Ron Edmonds, Chairman.
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.
Media Contacts: NOVONIX Limited Scott Espenshade, ir@novonixgroup.com (investors) Stephanie Reid, 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, among others, statements we make regarding the commencement of shipment of commercial-grade synthetic graphite from Riverside later this year and mass production starting next year, and the use and benefit of the proceeds from the Convertible Debentures.
We have based such 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 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
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
statements. Such factors include, among others, the timely deployment and scaling of our furnace technology, our ability to meet the technical specifications and demand of our existing and future customers, the accuracy of our estimates regarding market size, expenses, future revenue, capital requirements, needs and access for additional financing, the availability and impact and our compliance with the applicable terms of government support and, our ability to obtain patent rights effective to protect our technologies and processes and successfully defend any challenges to such rights and prevent others from commercializing such technologies and processes, and regulatory developments in the United States, Australia and other jurisdictions. These and other 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 most recent annual report on 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 update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
Appendix 1 – Material Terms of Funding Agreement
| Topic | Summary |
|---|---|
| Issuer | NOVONIX Limited (ACN 157 690 830) (Company). |
| Investor | YA II PN, Ltd (Yorkville) |
| Principal amount, face value and issue price | The Company may issue up to 100,000,000 Convertible Debentures with an aggregate face value of US$100,000,000.<br><br>Each Convertible Debenture will have a face value of US$1.00.<br><br>The Company will receive US$0.95 in funding for each Convertible Debenture issued. |
| Amount of funds to be advanced by Investor | Up to US$57,000,000, with an additional funding tranche of up to US$38,000,000 (or such lesser amount as the parties mutually agree), able to be drawn down by mutual agreement between the parties.<br><br>In total, US$95,000,000. |
| Status | The Convertible Debentures constitute direct, unconditional, unsecured obligations of the Company. |
| Tranches | The Convertible Debentures will be issued in the following tranches:<br><ul><li><font>24,500,000 Convertible Debentures with an aggregate face value of US$24,500,000 representing an aggregate funding amount of US$23,275,000, on or about 25 July 2025 (</font><font>First Tranche Convertible Debentures</font><font>); and</font></li><li><font>subject to the Company obtaining shareholder approval for the purposes of ASX Listing Rule 7.1 and for all other purposes:</font></li><li><font>35,500,000 Convertible Debentures with an aggregate face value of US$35,500,000 representing an aggregate funding amount of US$33,725,000 (</font><font>Second Tranche Convertible Debentures</font><font>); and</font></li><li><font>40,000,000 Convertible Debentures with an aggregate face value of US$40,000,000 representing an aggregate funding amount of US$38,000,000 (</font><font>Additional Tranche Convertible Debentures</font><font>).</font></li></ul> |
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
| Topic | Summary |
|---|---|
| Drawdown of funds | An amount equal to 95% of the full-face value of the First Tranche Convertible Debentures may be drawn by the Company upon issue of the First Tranche Convertible Debentures (First Drawdown).<br><br>An amount equal to 95% of the face value of the Second Tranche Convertible Debentures may be drawn progressively, as follows:<br><ul><li><font>up until 180 days after the First Drawdown, the total amount drawn down by the Company on the First Drawdown Convertible Debentures and Second Drawdown Convertible Debentures (which represents, in aggregate, US$57,000,000 in funding) must not exceed in total US$33,725,000 at any time (</font><font>Second Drawdown</font><font>); and</font></li><li><font>on the date that is 180 days after the First Drawdown, the Company may draw down the balance of the First Drawdown and the Second Drawdown not yet drawn down by the Company (</font><font>Final Drawdown</font><font>).</font></li></ul><br>At any time up until the date that is 18 months following the date that the Company obtains shareholder approval, and with mutual agreement between the Company and Yorkville, the Company may draw down up to US$38,000,000 (or such lesser amount as the parties mutually agree) (Additional Drawdown). If the Company and Yorkville do not mutually agree to the Additional Drawdown, the Additional Tranche Convertible Debentures will be cancelled. |
| Conditions Precedent | The Second Drawdown, Final Drawdown and Additional Drawdown are conditional upon the satisfaction (or waiver) of certain conditions precedent at the time of the relevant drawdown, including:<br><ul><li><font>the total amount outstanding under the Convertible Debentures not exceeding 20% of the Company's market capitalisation;</font></li><li><font>the minimum average daily traded volume of the Company being not less than AU$600,000 per day during any 20 Trading Days in a consecutive 30 Trading Day period;</font></li></ul> |
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
| Topic | Summary |
|---|---|
| <ul><li><font>the trading price of the Shares on ASX being greater than 200% of the Floor Price (as defined below);</font></li><li><font>no material adverse effect occurring or subsisting in relation to the Company at the proposed drawdown date; and</font></li><li><font>customary statements and certificates being delivered by the Company to the Investor.</font></li></ul> | |
| Maturity Date | Each First Tranche Convertible Debenture matures on the day which is 18 months after the date of the First Drawdown, unless earlier redeemed or converted.<br><br>Each Second Tranche Convertible Debenture:<br><ul><li><font>which represents the Second Drawdown matures on the day which is 18 months after the date of the Second Drawdown; and</font></li><li><font>which represents the Final Drawdown matures on the day which is 18 months after the date of the Final Drawdown,</font></li></ul><br>unless earlier redeemed or converted.<br><br>Each Additional Tranche Convertible Debenture matures on the day which is 18 months after the date of the Additional Drawdown, unless earlier redeemed or converted. |
| Interest Rate | 5% per annum (unless an event of default has occurred and is subsisting, in which case additional default interest accrues at the rate of 13% per annum). |
| Interest Payment Dates | Semi-annually up to the Maturity Date, and upon conversion of any Convertible Debentures. |
| Interest Equity Shares | The Company will issue a number of Shares (Interest Equity Shares) to Yorkville simultaneously with the issue of the First Tranche Convertible Debentures, as prepayment of interest payable on the full-face value of the First Tranche Convertible Debentures for the first three-month period commencing on the date of the First Drawdown (First Interest Period).<br><br>The number of Interest Equity Shares to be issued is determined based on the maximum amount of interest payable on the full-face |
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
| Topic | Summary |
|---|---|
| value of the First Tranche Convertible Debentures for the First Interest Period (being US$302,055) (Base Prepayment) divided by the closing price of the Shares on the ASX on 23 July 2025 (after applying the AUD/USD exchange rate on that date).<br><br>If the actual amount of interest that would otherwise be payable on the face value of the First Tranche Convertible Debentures as at the end of the First Interest Period is less than the Base Prepayment, the amount of the over payment will be deducted from any future payments of interest by the Company until there is no difference between the Base Prepayment and such actual amount. To the extent that the over payment has not been fully deducted at the end of the First Interest Period, any conversions of the First Tranche Convertible Debentures by Yorkville will be adjusted accordingly. | |
| Interest Payments | Interest is to be paid in cash, Shares or a combination of both cash and Shares. |
| Ranking on conversion | Shares issued on conversion are fully paid ordinary shares in the capital of the Company (Shares), having all the rights set out in the Company's constitution. |
| Conversion by Yorkville | Subject to the caps on conversions described below, Yorkville may elect to convert one or more Convertible Debentures into Shares at any time after the date of issue at the Conversion Price (described below), up until but excluding the date that is three Trading Days prior to the relevant Maturity Date.<br><br>In respect of the First Tranche Convertible Debentures, Yorkville's right to convert the First Tranche Convertible Debentures is capped at 95,466,845 Shares (less the amount of Interest Equity Shares), unless and until shareholders approve the issue of the underlying Shares.<br><br>In respect of the Second Tranche Convertible Debentures and the Additional Tranche Convertible Debentures, Yorkville is only entitled to convert such number of Second Tranche Convertible Debentures that represents the amounts of the Second Drawdown and Final Drawdown, and such number of Additional Tranche Convertible Debentures that represents the amount of the Additional Drawdown, that have been drawn by the Company at the time of the proposed conversion. |
| Conversion Price | The Conversion Price is the price equal to the greater of:<br><ul><li><font>the "Floor Price" of AU$0.12, which represents 20% of the closing price of the Shares on ASX on 23 July 2025 (being </font></li></ul> |
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
| Topic | Summary |
|---|---|
| <ul><li><font>AU$0.585), rounded up to the nearest whole cent (</font><font>Floor Price</font><font>); and</font></li><li><font>the lower of:</font></li><li><font>the "Variable Conversion Price", being</font></li><li><font>95% of the volume weighted average market price (in A$) of the Shares on the ASX in respect of a Share on any Trading Day, as reported by Bloomberg or an alternative reputable reporting platform (</font><font>VWAP</font><font>), of the Shares on ASX over the five consecutive Trading Days preceding the proposed conversion; or</font></li><li><font>if the total trading volume of the Shares on any Trading Day on ASX is zero, the lower of the day prior to, or after, such date; and</font></li><li><font>the "Fixed Price" of a price equivalent to 110% of the price of the Shares on ASX on the Trading Day immediately prior to the date of the Funding Agreement (</font><font>Fixed Conversion Price</font><font>).</font></li></ul> | |
| Conversion Price Adjustments | The Conversion Price will be adjusted where a security structure event occurs. A security structure event includes any consolidation, subdivision or pro-rata cancellation of the Company's issued capital, payment of a dividend in Shares or distribution of Shares, and excludes rights offerings and bonus issues. |
| Early redemption by the Company | At any time until the date that is three months prior to the relevant maturity date, the Company may redeem all or part of the outstanding Convertible Debentures in cash at a price equal to 110% of the amount outstanding, provided that:<br><ul><li><font>the average of the seven daily VWAPs of the Shares on ASX preceding the proposed early redemption; and</font></li><li><font>the VWAP of the Shares on ASX on the day prior to the proposed early redemption,</font></li></ul><br>are each less than the Fixed Conversion Price. |
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
| Topic | Summary |
|---|---|
| Mandatory redemption for Amortisation Event | If an Amortisation Event occurs, the Company must redeem Convertible Debentures representing 20% of the amount outstanding at the time of the Amortisation Event by paying such amount to the Investor in cash.<br><br>An Amortisation Event occurs where:<br><ul><li><font>the daily VWAP of the Shares on ASX on any five of any seven consecutive days is lower than the Floor Price; or </font></li><li><font>the Company has issued in excess of 90,693,503 Shares.</font></li></ul> |
| Redemption at Maturity | Automatic redemption on the relevant Maturity Date at an amount equal to the face value of the outstanding Convertible Debentures. |
| Negative Covenants | Restrictions on further financial indebtedness by the Company and on entering into variable rate transactions (i.e., transactions involving the issue of convertible securities at a variable conversion rate) without Yorkville's written approval. |
| Events of default | The Funding Agreement contains certain customary events of default, including:<br><ul><li><font>breach by the Company of any of its material obligations or negative covenants;</font></li><li><font>failure by the Company to pay any cash amount due on or within five business days of its due date;</font></li><li><font>failure by the Company to issue Shares to the Investor upon conversion, or failure to procure quotation of Shares;</font></li><li><font>the Company becomes insolvent, or an order is made or an effective resolution passed for the winding-up or dissolution, judicial management or administration of the Company or any subsidiary; and</font></li><li><font>it becomes unlawful for the Company to perform or comply with any one or more of its obligations, or for the Investor to convert any Convertible Debentures or hold any Shares.</font></li></ul><br>Following an event of default and subject to any applicable cure period, Yorkville may declare all amounts outstanding in respect of the Convertible Debentures and all other amounts payable |
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
| Topic | Summary |
|---|---|
| immediately due and payable, or may require conversion of some or all Convertible Debentures at a conversion price which is equal to 80% of the lowest daily VWAP over the 10 consecutive Trading Days preceding the conversion. | |
| Transfer Restrictions | Yorkville may transfer Convertible Debentures to any affiliate without the Company's prior written consent to the proposed transfer, provided that the transferee agrees in writing to be bound by the Funding Agreement. |
| Change of Control | If a change of control transaction results in a bidder under a takeover bid acquiring a relevant interest in at least 50% of the Shares, or an acquirer becoming entitled to acquire 100% of the Shares under a scheme of arrangement, and Yorkville has not converted or redeemed all of its Convertible Debentures, the Company may elect to redeem all of the outstanding Convertible Debentures in cash at a redemption price equal to 110% of the amount outstanding on the Convertible Debentures. |
| Quotation | The Convertible Debentures will not be quoted on ASX or any other exchange. The Company must apply to the ASX for quotation of the Shares issued upon conversion of the Convertible Debentures. |
| Governing Law | The Funding Agreement is governed by Western Australian law. |
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
EX-99.2
EXHIBIT 99.2
NOVONIX Announces Entry into Funding Agreement for up to US$100 Million of Convertible Debentures
Chattanooga, TN (USA), July 24, 2025 - NOVONIX Limited (NASDAQ: NVX, ASX: NVX) (“NOVONIX” or the “Company”), a leading battery materials and technology company, announced today the entry into a definitive Funding Agreement to provide NOVONIX up to US$95,000,000, in exchange for the issue of up to US$100,000,000 of unsecured convertible debentures to Yorkville Advisors Global, LP (“Yorkville”).The proceeds from these convertible notes will provide additional capital for the continued build-out of our Riverside facility in Chattanooga, Tennessee.
“NOVONIX will begin shipping commercial-grade synthetic graphite from Riverside later this year with mass production starting next year for our lead customer, Panasonic. The start of commercial production will mark a critical milestone for the Company as we continue to establish and build a domestic supply chain for synthetic graphite in North America,” said Mike O’Kronley, CEO of NOVONIX. “As we further expand our operations in Tennessee, we remain focused on significantly increasing production of this essential critical mineral while strengthening American manufacturing, creating high-quality jobs, and ensuring that the U.S. possesses a resilient, reliable foundation for next-generation technologies."
Key Terms of the Funding Agreement:
- NOVONIX to issue up to US$100,000,000 of unsecured convertible debentures to YA II PN, Ltd, an affiliate of Yorkville Advisors Global, LP (“Yorkville”), under the terms of a multi-tranche funding agreement ("Funding Agreement")
- Yorkville has agreed to provide NOVONIX with funding of up to US$57,000,000 under the first two tranches of the Funding Agreement
- US$24,500,000 first tranche of convertible debentures raising US$23,275,000, to be issued and fully drawn down upfront, does not require shareholder approval
- US$35,500,000 second tranche of convertible debentures, raising up to an additional US$33,725,000 through one or more drawdowns, to be issued subject to shareholder
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
- approval at an Extraordinary General Meeting ("EGM") to be held on or around 9 September 2025
- NOVONIX has agreed to issue an additional tranche of up to US$40,000,000 convertible debentures, subject to shareholder approval at the EGM. Funding may only be drawn down under this additional tranche by mutual agreement between NOVONIX and Yorkville
- The headline amount of funding that could be provided to NOVONIX, if all convertible debentures are issued and amounts are fully drawn, is US$95,000,000
- Debentures issued to Yorkville under the Funding Agreement are convertible into fully paid ordinary shares of NOVONIX
For more information see ASX announcement at https://www.asx.com.au/markets/trade-our-cash-market/announcements.nvx.
NOVONIX’s Riverside facility is poised to become the first large-scale production site dedicated to high-performance synthetic graphite for the battery, defense, and industrial sectors in North America. To meet increasing customer demand, the Company previously announced its second synthetic graphite manufacturing plant, also in Chattanooga, Tennessee, known as the Enterprise South location. With the initial capacity at Enterprise South and its existing Riverside facility, which is scaling up to 20,000 tonnes per annum (“tpa”), NOVONIX will have total production capacity of over 50,000 tpa in Chattanooga.
This announcement has been authorised for release by Ron Edmonds, Chairman.
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.
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
For NOVONIX Limited Scott Espenshade, ir@novonixgroup.com (investors) Stephanie Reid, 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, among others, statements we make regarding our plans to build a new production facility, and our anticipated production capacity at each of our Riverside and planned Enterprise South facilities.
We have based such 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 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. Such factors include, among others, the timely deployment and scaling of our furnace technology, our ability to meet the technical specifications and demand of our existing and future customers, the accuracy of our estimates regarding market size, expenses, future revenue, capital requirements, needs and access for additional financing, the availability and impact and our compliance with the applicable terms of government funding and other support, our ability to obtain patent rights effective to protect our technologies and processes and successfully defend any challenges to such rights and prevent others from commercializing such technologies and processes, and regulatory and economic developments in the United States, Australia and other jurisdictions. These and other 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 most recent annual report on 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
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
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 update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com
EX-99.3
| Appendix 3B - Proposed issue of securities |
|---|
EXHIBIT 99.3
Announcement Summary
Entity name
NOVONIX LIMITED
Announcement Type
New announcement
Date of this announcement
24/7/2025
The Proposed issue is:
A placement or other type of issue
Total number of +securities proposed to be issued for a placement or other type of issue
| Maximum Number of | ||
|---|---|---|
| ASX +security code | +Security description | +securities to be issued |
| New class-code to be | Convertible debentures | 100,000,000 |
| confirmed | ||
| NVX | ORDINARY FULLY PAID | 783,867 |
Proposed +issue date
25/7/2025
Refer to next page for full details of the announcement
| Appendix 3B - Proposed issue of securities | 1 / 7 |
|---|---|
| Appendix 3B - Proposed issue of securities | |
| --- |
Part 1 - Entity and announcement details
1.1 Name of +Entity
NOVONIX LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
| 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
24/7/2025
1.6 The Proposed issue is:
A placement or other type of issue
| Appendix 3B - Proposed issue of securities | 2 / 7 |
|---|---|
| Appendix 3B - Proposed issue of securities | |
| --- |
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?
No
Part 7B - Issue details
| Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?<br><br>New class | Will the proposed issue of this<br><br>+security include an offer of attaching +securities?<br><br>No |
|---|
Details of +securities proposed to be issued
ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)
| Have you received confirmation from ASX that the terms of the proposed<br><br>+securities are appropriate and equitable under listing rule 6.1? No | Will the entity be seeking quotation of the 'new' class of +securities on ASX?<br><br>No |
|---|---|
| ASX +security code | +Security description |
| New class-code to be confirmed | Convertible debentures |
| --- | --- |
+Security type
+Convertible debt securities
Number of +securities proposed to be issued
100,000,000
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
Yes
| In what currency is the cash consideration being paid? | What is the issue price per<br><br>+security? |
|---|---|
| USD - US Dollar | USD 0.95000 |
AUD equivalent to issue price amount per +security
1.442235
| Appendix 3B - Proposed issue of securities | 3 / 7 |
|---|---|
| Appendix 3B - Proposed issue of securities | |
| --- | |
| FX rate (in format AUD 1.00 / primary currency rate): | FX rate (in format AUD rate/primary currency rate) Primary Currency rate |
| --- | --- |
| USD 0.65870000 | |
| AUD 1.00 |
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
+Convertible debt securities details
| These securities are: | Type of security |
|---|---|
| Convertible | Convertible note or bond |
| +Security currency | Face value |
| USD - US Dollar | USD 1.0000 |
Interest rate type
Fixed rate
| Frequency of coupon/interest<br><br>payments per year | First interest payment date |
|---|---|
| Semi-annual | |
| 25/1/2026 | |
| Interest rate per annum<br><br>5.00000 % | Is the interest rate per annum<br><br>estimated at this time? |
| No |
s128F of the Income Tax Assessment Act status applicable to the +security
s128F exemption status unknown
| Is the +security perpetual (ie. no<br><br>maturity date)? | Maturity date |
|---|---|
| No | 25/1/2027 |
| Select other features applicable to the +security | |
| Redeemable | |
| Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? | If yes, what is the first trigger date<br><br>25/7/2025 |
| Yes |
Details of the type of +security that will be issued if the securities are converted, transformed or exchanged
NVX : ORDINARY FULLY PAID
| Appendix 3B - Proposed issue of securities | 4 / 7 |
|---|---|
| Appendix 3B - Proposed issue of securities | |
| --- |
Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)
| The number of ordinary shares to be issued under the First Drawdown is 84,527,857, Second Drawdown is 122,479,139, and Additional Drawdown is 138,004,664. |
|---|
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.
| Refer to ASX announcement on 24 July 2025, NOVONIX Announces Entry into Funding Agreement with Yorkville Advisors Global, LP. | |
|---|---|
| Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?<br><br>Existing class | Will the proposed issue of this<br><br>+security include an offer of attaching +securities?<br><br>No |
| --- | --- |
| Details of +securities proposed to be issued | |
| --- |
ASX +security code and description
NVX : ORDINARY FULLY PAID
Number of +securities proposed to be issued
783,867
Offer price details
Are the +securities proposed to be issued being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
| Prepayment of the first three months of interest payable on the First Drawdown Convertible Debentures. |
|---|
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
458,562.200000
Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?
Yes
Part 7C - Timetable
7C.1 Proposed +issue date
25/7/2025
| Appendix 3B - Proposed issue of securities | 5 / 7 |
|---|---|
| Appendix 3B - Proposed issue of securities | |
| --- |
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
No
7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?
Yes
7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?
Up to 94,682,978 ordinary shares can be issued upon conversion of the first drawdown convertible debentures and 783,867 ordinary shares (Interest Equity Shares) without needing to obtain shareholder approval under listing rule 7.1.
7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?
No
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
No
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
No
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
No
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
Yes
7E.1a Who is the lead manager/broker?
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to NOVONIX.
7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?
A financial advisory fee of the greater of US$3M and 7% of the aggregate amount committed. A further $1,000,000 is payable by the Company if the additional drawdown of $40M is not utilised.
7E.2 Is the proposed issue to be underwritten?
No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Legal and other advisory fees.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
The proceeds from these convertible notes will provide additional capital for the continued build-out of our Riverside facility in Chattanooga, Tennessee and for general corporate purposes.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No
7F.2 Any other information the entity wishes to provide about the proposed issue
Number of +securities that will be issued if the +securities are converted, transformed or exchanged disclosed in section 7B is based on the conversion price as at the date of this Appendix 3B and it may change.
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
| Appendix 3B - Proposed issue of securities | 6 / 7 |
|---|---|
| Appendix 3B - Proposed issue of securities | |
| --- |
The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)
| Appendix 3B - Proposed issue of securities | 7 / 7 |
|---|
EX-99.4
EXHIBIT 99.4
Key Highlights
NOVONIX Anode Materials (NAM)
In the first two quarters of 2025, the Company:
- Supplied advanced samples of synthetic graphite material to 13 different customers and potential customers for their battery, energy storage, and industrial applications
- Progressed installation and commissioning of equipment at Riverside for the initial 3,000 tonnes per annum (“tpa”) of capacity towards existing supply agreements with Panasonic, Stellantis, and PowerCo
- Completed installation of substantially all required mass production equipment for our lead customer, Panasonic
- Received a preliminary ruling from the U.S. Department of Commerce (“Commerce”) placing up to 721% countervailing tariffs on imported Chinese graphite
- Received a preliminary determination from Commerce imposing antidumping (“AD”) tariffs of 93.5% on imported graphite from China (Post Quarter Announcement)
- Received approval from local government in Chattanooga and Hamilton County, Tennessee, for the Company’s purchase of a 182-acre parcel of land for its planned second mass production plant (“Enterprise South”)
NOVONIX Battery Technology Solutions (BTS)
- Continued to advance the commercialization of our patented all-dry, zero-waste cathode technology, sending first- and second-round samples to several Tier-1 battery manufacturers
NOVONIX Corporate Updates
- Michael O’Kronley appointed Chief Executive Officer, effective 19 May 2025
- Announced entry into a funding agreement for up to US$100 million Convertible Debentures with Yorkville Advisors Global, LP (“Yorkville”) (Post Quarter Announcement)
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- Announced the appointment of Mr. Ronald Edmonds as the new Independent Chair of its Board of Directors
- Received US$7.5 million in reimbursements on the MESC grant during the second quarter for a total of US$27.1 million cumulative through 30 June 2025
| 1029 West 19th Street, Chattanooga, Tennessee, USA, 37408 | novonixgroup.com | 2 |
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NOVONIX Anode Materials (NAM)
| Global battery supply chains are facing heightened pressure from shifting trade policies, export controls, and escalating demand for critical minerals. China’s restrictions on graphite exports have amplified concerns around the security of supply for battery-grade materials. At the same time, recent policy developments and government policy in the United States, are accelerating the push to localize the battery materials ecosystem and reduce reliance on foreign sources. |
|---|
The 45X production tax credit, a centerpiece of the IRA and recently extended in OBBBA, directly incentivizes domestic production of batteries and battery components, including synthetic graphite, while requiring material inputs to be free from ties to Prohibited Foreign Entities (PFE). NOVONIX is a Tennessee-based producer of synthetic graphite and a key player in securing the U.S. critical mineral supply chain. As a 100% domestic manufacturer with no ties to PFEs, NOVONIX qualifies under these provisions without impacting any of its existing credits or offtake arrangements. With binding supply agreements in place with three Tier 1 battery makers and Phillips 66 Company as its largest shareholder, NOVONIX is well positioned to meet growing demand for compliant, high-performance anode materials and to play a leading role in strengthening North America’s energy security.
Our Riverside facility is poised to become the first large-scale synthetic graphite production site in North America, with its 20,000 tpa capacity fully allocated through long-term offtake agreements with Panasonic Energy, Stellantis, and PowerCo. These partnerships, alongside continued facility build-out and customer product qualification, reinforce our role as a leading provider of strategic critical minerals which strengthens the domestic battery materials supply chain.
In the first two quarters of 2025, the Company supplied advanced samples of synthetic graphite material to 13 different customers and potential customers for their battery, energy storage, and industrial applications.
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In June 2023, the Company and LG Energy Solution ("LGES") entered into a joint development agreement ("JDA") to develop synthetic graphite anode material, upon successful development of which the parties intended to enter into a purchase agreement. On 1 July 2025, the JDA formally expired in accordance with its terms. However, the Company continues to actively work with LGES to jointly develop materials to LGES' specifications.
In the second quarter of 2025, the Company continued to progress equipment installation and commissioning at Riverside. This included installation of graphitization furnaces and finishing systems as well as raw material processing and micronization equipment for our initial production line. We now have a total of four furnaces fully installed at Riverside and completed installation of substantially all required mass production equipment for our lead customer, Panasonic.
| U.S. tariffs on Chinese materials, including those announced by Commerce this quarter as discussed below, are expected to further support the Company’s competitive position. However, tariffs may also affect the cost and timing of key construction inputs. The full impact of broader macroeconomic conditions is currently difficult to quantify. We |
|---|
| will continue to closely monitor key macroeconomic trends, ongoing supply chain issues, and the impacts of tariffs and will provide updated timing expectations for the Company’s key activities as we are able. |
Executed Purchase and Sale Agreement for Enterprise South Land
To support growing customer demand, NOVONIX is continuing to advance plans for a second large-scale synthetic graphite facility in Chattanooga, Tennessee. In April, the Company signed a definitive agreement to purchase a 182-acre site in the Enterprise South Industrial Park, following unanimous approvals from the City of Chattanooga, Hamilton County, and the Chattanooga Industrial Development Board.
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Upon the satisfaction of certain conditions, the land will be acquired for approximately US$5 million. This new facility is expected to reach an initial production capacity of 31,500 tpa and is anticipated to create 450 to 500 full-time jobs. With this initial capacity at Enterprise South and its existing Riverside facility, which is scaling up to 20,000 tpa, NOVONIX will have total production capacity of over 50,000 tpa in Chattanooga.
The Company is expected to receive approximately US$54 million in total net tax and other benefits from the City of Chattanooga and Hamilton County over a 15-year period, contingent upon meeting specific conditions outlined in the agreement. The Company does not intend to close on the purchase of the Enterprise South land until such time as the conditions precedent related to the conditionally committed US$754 million loan ($692 million in principal and $62.8 million in capitalized interest) from the Loan Programs Office of the U.S. Department of Energy have been satisfied.
U.S. Department of Commerce may place up to 721% tariffs on Chinese graphite
This quarter, the U.S Department of Commerce (“Commerce”) announced its preliminary affirmative determination to impose up to 721% of countervailing duty (“CVD”) tariffs on synthetic and natural graphite anode material from China. In February, the International Trade Commission (“ITC”) announced its preliminary determination asserting that China suppressed the establishment of the graphite industry in the United States (and elsewhere) by exporting artificially cheap graphite which is a key component of lithium-ion batteries.
U.S. Department of Commerce announces preliminary determination on antidumping duty investigation (Post Quarter Announcement)
In July, Commerce announced its intention to impose antidumping (AD) tariffs of 93.5% on anode active material (“AAM”), which includes synthetic and natural graphite imports from China. The effective tariff rate for AAM is now 160%, which includes the previously announced CVD tariffs of 11.5% placed by Commerce in May, President Trump’s blanket 30% tariffs on goods from China, and 25% Section 301 tariffs implemented by USTR last year.
This decision underscores the strategic importance of building a domestic supply chain for critical minerals, including synthetic graphite, in North America. It affirms our business strategy as well as the diversification strategy of our customers to source critical battery materials and components locally. NOVONIX, with the most advanced synthetic graphite production facility in North America, will be increasing significantly the United States production of an essential strategic mineral while strengthening American manufacturing, and creating high-quality jobs locally.
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The AD investigation determines whether the graphite is being sold at less than fair value (“dumped”), while the CVD investigation previously announced on 1 May 2025, determines whether the Chinese government is subsidizing the production and supply of graphite AAM to the United States. The additional AD tariff announced by Commerce in July will now stack onto the previously announced CVD tariffs. The final determinations for both the AD and CVD investigations are expected to be issued around 5 December 2025.
NOVONIX Battery Technology Solutions (BTS)
BTS maintained steady growth this quarter in its Ultra-High Precision Coulometry (“UHPC”) hardware business, driven by improved sales and marketing efforts as well as ongoing R&D investments across North America, Europe, and Asia. Our R&D services also delivered strong performance, with a clear focus on expanding the 2025 pipeline. The team remains committed to operational efficiency, customer satisfaction, and long-term value creation, while actively exploring opportunities to enhance our offerings and strengthen our market position.
In June, members of our UHPC team attended the Battery Show Europe in Stuttgart, Germany, followed by an event at Toyo Corporation, a NOVONIX UHPC distributor, in Japan attended by over 100 of their customers.
This quarter, members of the BTS team also participated in the following speaking engagements:
- Take Charge Podcast | Creating a Materials Supply Chain in North America
- Nickel Institute | Battery Chat with Dr. Mark McArthur
- Battery Forum, presented by Volta Foundation | Supercharging Battery Development with NOVONIX UHPC
- Webinar | Enhancing Battery Insights: Integrating Impedance Analysis with NOVONIX UHPC
- Webinar | Bridging the Gap: From Concept to Market-Ready with NOVONIX R&D Services
Cathode Materials
This quarter, NOVONIX Cathode Materials continued to advance our patented all-dry, zero-waste cathode technology, sending first- and second-round samples to several Tier-1 battery manufacturers. With a foundational patent secured, we remain focused on scaling the process and progressing commercial discussions with OEMs and Tier-1 partners.
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NOVONIX Corporate Updates
CEO Transition Update
| As of 19 May 2025, Michael O’Kronley has officially assumed the role of Chief Executive Officer. Mr. O’Kronley brings a strong technical foundation in engineering and over 30 years of experience in the automotive sector, including 15 years focused on lithium-ion batteries and battery materials. |
|---|
| He succeeds Robert Long, who served as Interim CEO since January 2025. Mr. Long has now resumed his position as Chief Financial Officer, where he |
| continues to play a vital role in shaping the Company’s strategic and financial direction. |
Announced US$100 million Convertible Debenture Transaction with Yorkville Advisors (Post Quarter Announcement)
In July, NOVONIX and Yorkville announced the execution of a binding multi-tranche funding agreement to provide NOVONIX up to US$100 million (of which US$40,000,000 is subject to an additional tranche that is subject to mutual agreement between the parties), in exchange for the issue of up to US$100 million of unsecured convertible debentures to Yorkville.
Board Leadership Changes
In June, the Company announced the appointment of Mr. Ronald Edmonds as the new Independent Chairman of its Board of Directors, effective 1 July 2025.
Mr. Edmonds joined the NOVONIX Board in October 2022 and is a seasoned finance leader with extensive experience in leadership roles at Dow Chemical. On 1 August 2024, Mr. Edmonds was appointed to the interim role of Executive Officer – Finance, to assist with the transition of the new Chief Financial Officer. This appointment ended on 30 June 2025.
Admiral Robert Natter, the Chairman of the Board through 30 June 2025, is continuing as a non-executive director and has assumed the role of Deputy Chairman. In addition, he is serving as a
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member of both the Audit and Risk Management Committee and the Nominating and Corporate Governance Committee.
Mr. Tony Bellas, the Deputy Chairman through 30 June 2025, is continuing as a non-executive director, serving as Chairman of the Audit & Risk Management Committee, and a member of both the Remuneration Committee and the Nominating and Corporate Governance Committee.
Financial Overview
Cash Balance
The Company’s cash balance as of 30 June 2025 was US$24.8 million.
Payments to Related Parties
A total of US$169,000 was paid to Directors and their associates for salary and wages, director fees and superannuation during the quarter ended 30 June 2025.
Capital Expenditures
The Company invested US$22.5 million in property, plant and equipment during the quarter ended 30 June 2025, primarily for production assets at its Riverside facility in Chattanooga, Tennessee. The Company received US$7.5 million in reimbursements from the DOE’s Office of Manufacturing and Energy Supply Chains (“MESC”) grant during the three months ended 30 June 2025. The Company has $15.2 million that has been submitted for reimbursement from MESC related to the three months ended 30 June 2025 but has not yet been paid. In connection with the federal government’s recent cost reduction efforts, MESC is currently reviewing all grants previously made under the Bipartisan Infrastructure Law to determine which projects are aligned with national and economic security interests. While the timing of MESC’s review is uncertain, the Company continues to comply with all terms of the grant and advance its progress at Riverside to reach production for its lead customer, Panasonic.
This announcement has been authorized for release by NOVONIX Chairman,
Mr. Ron Edmonds.
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,
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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)
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements about the Company and the industry in which it operates. 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 report include, among others, statements we make regarding our progress and timing of meeting our target production capacity and scaling and commencement of commercial production at our Riverside facility, our plans to acquire the land for and build the new Enterprise South facility, our plans to achieve initial and total production capacities and create new jobs at this new production facility, our expectations of meeting our offtake customers’ product qualification requirements, the increasing demand of customers, the impacts of economic uncertainty and tariffs on our timely achievement of targets and customer milestones, our ability to obtain and benefit from additional government funding and other support, including tax abatements from state and local authorities, our expectations of the benefit of the ITC’s trade case ruling and tariffs imposed on China, improving and growing our battery testing equipment and research and development services offerings, our continued investment in and efforts to commercialize our cathode synthesis technology, [our planned use of proceeds from the [convertible debentures offering]], and our efforts to help localize the battery supply chain for critical materials and play a leading role in the transition to cleaner energy solutions.
We have based such 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 financial needs. Such forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the timely deployment and scaling of our furnace technology, our ability to meet the technical specifications and demand of our existing and future customers, the accuracy of
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our estimates regarding market size, expenses, future revenue, capital requirements, our needs and access for additional financing, and the impact of government support, our ability to develop and commercialize our cathode materials and produce them at volumes with acceptable performance, yields and costs and without substantial delays or operational problems, our ability to obtain patent rights effective to protect our technologies and processes and successfully defend any challenges to such rights and prevent others from commercializing such technologies and processes, and regulatory developments in the United States, Australia and other jurisdictions. These and other 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 most recent annual report on 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 report. Accordingly, recipients of this report should not place undue reliance on forward-looking statements. Any forward-looking statement in this report 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 update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.
Industry and Market Data
This Report contains estimates and information concerning our industry and our business, including estimated market share in the markets for our products. Unless otherwise expressly stated, we obtained this industry, business, market, and other information from reports, research surveys, studies, and similar data prepared by third parties, industry, general publications, government data, and similar sources. This Report also includes certain information and data that is derived from internal research. While we believe that our internal research is reliable, such research has not been verified by any third party.
Estimates and information concerning our industry, and our business, involve a number of assumptions and limitations. Although we are responsible for all the disclosure contained in this Report and we believe the third-party market position, market opportunity and market size data included in this Report are reliable, we have not independently verified the accuracy or completeness of this third-party data. Information that is based on projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors,
| 1029 West 19th Street, Chattanooga, Tennessee, USA, 37408 | novonixgroup.com | 10 |
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which could cause results to differ materially from those expressed in these publications and report.
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| Appendix 4C<br><br>Quarterly cash flow report for entities subject to Listing Rule 4.7B | ||
| --- |
Appendix 4C Quarterly cash flow report for entities subject to Listing Rule 4.7B
| Name of entity | |||
|---|---|---|---|
| NOVONIX LIMITED | |||
| ABN | Quarter ended (“current quarter”) | ||
| 54 157 690 830 | 30 June 2025 | ||
| Consolidated statement of cash flows | Current quarter<br>$USD’000 | Year to date <br>(6 months)<br>$USD’000 | |
| --- | --- | --- | --- |
| 1. | Cash flows from operating activities | 1,277 | 2,847 |
| 1.1 | Receipts from customers | ||
| 1.2 | Payments for | (1,153) | (2,479)1 |
| (a) research and development | |||
| (b) product manufacturing and operating costs | (595) | (1,346) | |
| (c) advertising and marketing | (55) | (136) | |
| (d) leased assets | - | - | |
| (e) staff costs | (4,725) | (11,752) | |
| (f) administration and corporate costs | (3,452) | (10,040) | |
| 1.3 | Dividends received (see note 3) | - | - |
| 1.4 | Interest received | 211 | 522 |
| 1.5 | Interest and other costs of finance paid | (456) | (901) |
| 1.6 | Income taxes paid | - | - |
| 1.7 | Government grants and tax incentives | 815 | 1,026 |
| 1.8 | Other (provide details if material) | - | - |
| 1.9 | Net cash from / (used in) operating activities | (8,133) | (22,259) |
| ASX Listing Rules Appendix 4C (17/07/20)<br><br>+ See chapter 19 of the ASX Listing Rules for defined terms | |||
| --- | |||
| Appendix 4C<br><br>Quarterly cash flow report for entities subject to Listing Rule 4.7B | |||
| --- | |||
| Consolidated statement of cash flows | Current quarter<br>$USD’000 | Year to date <br>(6 months)<br>$USD’000 | |
| --- | --- | --- | --- |
| 2. | Cash flows from investing activities | - | - |
| 2.1 | Payments to acquire or for: | ||
| (a) entities | |||
| (b) businesses | - | - | |
| (c) property, plant and equipment | (22,459) | (34,048)1 | |
| (d) investments | - | - | |
| (e) intellectual property | - | - | |
| (f) other non-current assets | (1) | (14) | |
| 2.2 | Proceeds from disposal of: | - | - |
| (a) entities | |||
| (b) businesses | - | - | |
| (c) property, plant and equipment | - | - | |
| (d) investments | - | - | |
| (e) intellectual property | - | - | |
| (f) other non-current assets | - | - | |
| 2.3 | Cash flows from loans to other entities | - | - |
| 2.4 | Dividends received (see note 3) | - | - |
| 2.5 | Other:<br><br>– Refunds / (payments for security deposits<br><br>– Government grants | (585)<br><br>7,374 | (823)<br><br>14,061 |
| 2.6 | Net cash from / (used in) investing activities | (15,671) | (20,824) |
| 3. | Cash flows from financing activities | - | 25,106 |
| 3.1 | Proceeds from issues of equity securities (excluding convertible debt securities) | ||
| 3.2 | Proceeds from issue of convertible debt securities | - | - |
| ASX Listing Rules Appendix 4C (17/07/20)<br><br>+ See chapter 19 of the ASX Listing Rules for defined terms | |||
| --- | |||
| Appendix 4C<br><br>Quarterly cash flow report for entities subject to Listing Rule 4.7B | |||
| --- | |||
| Consolidated statement of cash flows | Current quarter<br>$USD’000 | Year to date <br>(6 months)<br>$USD’000 | |
| --- | --- | --- | --- |
| 3.3 | Proceeds from exercise of options | - | - |
| 3.4 | Transaction costs related to issues of equity securities or convertible debt securities | (8) | (100) |
| 3.5 | Proceeds from borrowings | - | - |
| 3.6 | Repayment of borrowings | (309) | (630) |
| 3.7 | Transaction costs related to loans and borrowings | - | - |
| 3.8 | Dividends paid | - | - |
| 3.9 | Other (provide details if material) | (159) | (658) |
| 3.10 | Net cash from / (used in) financing activities | (476) | 23,718 |
| 4. | Net increase / (decrease) in cash and cash equivalents for the period | 47,892 | 42,557 |
| 4.1 | Cash and cash equivalents at beginning of period | ||
| 4.2 | Net cash from / (used in) operating activities (item 1.9 above) | (8,133) | (22,259) |
| 4.3 | Net cash from / (used in) investing activities (item 2.6 above) | (15,671) | (20,824) |
| 4.4 | Net cash from / (used in) financing activities (item 3.10 above) | (476) | 23,718 |
| 4.5 | Effect of movement in exchange rates on cash held | 1,208 | 1,628 |
| 4.6 | Cash and cash equivalents at end of period | 24,820 | 24,820 |
1 Q1 FY2025 cash outflows of $1.957M was reclassified from development expenditure to property plant and equipment during Q2 FY2025.
| ASX Listing Rules Appendix 4C (17/07/20)<br><br>+ See chapter 19 of the ASX Listing Rules for defined terms | |||
|---|---|---|---|
| Appendix 4C<br><br>Quarterly cash flow report for entities subject to Listing Rule 4.7B | |||
| --- | |||
| 5. | Reconciliation of cash and cash equivalents<br>at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts | Current quarter<br>$USD’000 | Previous quarter<br>$USD’000 |
| --- | --- | --- | --- |
| 5.1 | Bank balances | 24,820 | 47,892 |
| 5.2 | Call deposits | - | - |
| 5.3 | Bank overdrafts | - | - |
| 5.4 | Other (provide details) | - | - |
| 5.5 | Cash and cash equivalents at end of quarter (should equal item 4.6 above) | 24,820 | 47,892 |
| ASX Listing Rules Appendix 4C (17/07/20)<br><br>+ See chapter 19 of the ASX Listing Rules for defined terms | |||
| --- | |||
| Appendix 4C<br><br>Quarterly cash flow report for entities subject to Listing Rule 4.7B | |||
| --- | |||
| 6. | Payments to related parties of the entity and their associates | Current quarter<br>$USD'000 | |
| --- | --- | --- | --- |
| 6.1 | Aggregate amount of payments to related parties and their associates included in item 1 | 169 | |
| 6.2 | Aggregate amount of payments to related parties and their associates included in item 2 | - | |
| Note: if any amounts are shown in items 6.1 or 6.2, your quarterly activity report must include a description of, and an explanation for, such payments.<br><br><br><br>Payments to related parties includes director fees, salary and wages (including STI), and superannuation. | |||
| 7. | Financing facilities<br>Note: the term “facility’ includes all forms of financing arrangements available to the entity.<br><br>Add notes as necessary for an understanding of the sources of finance available to the entity. | Total facility<br>amount at<br>quarter end<br>$USD’000 | Amount drawn at quarter end<br>$USD’000 |
| 7.1 | Loan facilities | 38,364 | 38,341 |
| 7.2 | Credit standby arrangements | - | - |
| 7.3 | Other (please specify) | - | - |
| 7.4 | Total financing facilities | 38,364 | 38,341 |
| 7.5 | Unused financing facilities available at quarter end | 23 | |
| 7.6 | Include in the box below a description of each facility above, including the lender, interest rate, maturity date and whether it is secured or unsecured. If any additional financing facilities have been entered into or are proposed to be entered into after quarter end, include a note providing details of those facilities as well. | ||
| ASX Listing Rules Appendix 4C (17/07/20)<br><br>+ See chapter 19 of the ASX Listing Rules for defined terms | |||
| --- | |||
| Appendix 4C<br><br>Quarterly cash flow report for entities subject to Listing Rule 4.7B | |||
| --- | |||
| • | Loan facility with BDC for CAD$2,680,000 secured by first mortgage over the group’s freehold land and buildings. The facility is repayable in monthly instalments ending 15 September 2044. Interest rate is variable and is currently 7.05%. As of 30 June 2025 the facility has been fully drawn down. | ||
| --- | --- | ||
| • | On 28 May 2021, the Group purchased commercial land and buildings in Nova Scotia, Canada for CAD$3,550,000 from which the Cathode business operates. The Group entered into a loan facility to purchase the land and buildings. The total available under the facility is CAD$4,985,000 and it has been drawn down to CAD$4,953,030.67 as of 30 June 2025. Interest rate is variable and is currently 7.05%. The full facility is repayable in monthly instalments, commencing 31 December 2024 and ending 31 January 2048. The land and buildings have been pledged as security for the bank loan. | ||
| • | Loan facility with BDC for CAD$2,300,000 secured by first mortgage over the group’s freehold land and buildings. The loan facility was modified to CAD$500,000 on 16 September 2024. The modified facility is repayable in monthly instalments, commencing 31 October 2024 and ending 31 January 2034. Interest rate is variable and is currently 6.05%. As of 30 June 2025, it has been drawn down to CAD$500,000. | ||
| • | Contribution agreement with Atlantic Canada Opportunities Agency (ACOA), for CAD$500,000. As of 30 June 2025 it has been fully drawn down. The facility is interest free and repayable in monthly instalments commencing 1 September 2019 and ending 1 May 2027. | ||
| • | Contribution agreement with Atlantic Canada Opportunities Agency (ACOA), for CAD$500,000. As of 30 June 2025, it has been fully drawn down. The facility is interest free and repayable in monthly instalments commencing 1 January 2021 and ending 1 December 2026. | ||
| • | Contribution agreement with Atlantic Canada Opportunities Agency (ACOA), for CAD$250,000. As of 30 June 2025 it has been fully drawn down. The facility is interest free and repayable in monthly instalments commencing 1 January 2024 and ending 1 December 2026. | ||
| • | Contribution agreement with Atlantic Canada Opportunities Agency (ACOA), for CAD$1,886,000. As of 30 June 2025 it has been fully drawn down. The facility is interest free and repayable in monthly instalments commencing 1 January 2025 and ending 1 December 2036. | ||
| • | On 28 July 2021, the Group purchased commercial land and buildings in Chattanooga for USD $42.6M to expand the NAM business. The Group entered into a loan facility with PNC Real Estate to purchase the land and buildings. The total available amount under the facility is USD$30,100,000 and it has been fully drawn down as of 30 June 2025. The facility is repayable in monthly instalments, commencing September 2021 and ending August 2031. The land and buildings have been pledged as security for the loan. | ||
| ASX Listing Rules Appendix 4C (17/07/20)<br><br>+ See chapter 19 of the ASX Listing Rules for defined terms | |||
| --- | |||
| Appendix 4C<br><br>Quarterly cash flow report for entities subject to Listing Rule 4.7B | |||
| --- | |||
| 8. | Estimated cash available for future operating activities | $USD’000 | |
| --- | --- | --- | |
| 8.1 | Net cash from / (used in) operating activities (item 1.9) | (8,133) | |
| 8.2 | Cash and cash equivalents at quarter end (item 4.6) | 23,917 | |
| 8.3 | Unused finance facilities available at quarter end (item 7.5) | 23 | |
| 8.4 | Total available funding (item 8.2 + item 8.3) | 23,940 | |
| 8.5 | Estimated quarters of funding available (item 8.4 divided by item 8.1) | 2.9 | |
| Note: if the entity has reported positive net operating cash flows in item 1.9, answer item 8.5 as “N/A”. Otherwise, a figure for the estimated quarters of funding available must be included in item 8.5. | |||
| 8.6 | If item 8.5 is less than 2 quarters, please provide answers to the following questions: | ||
| 8.6.1 Does the entity expect that it will continue to have the current level of net operating cash flows for the time being and, if not, why not? | |||
| Answer: N/A | |||
| 8.6.2 Has the entity taken any steps, or does it propose to take any steps, to raise further cash to fund its operations and, if so, what are those steps and how likely does it believe that they will be successful? | |||
| Answer: N/A | |||
| 8.6.3 Does the entity expect to be able to continue its operations and to meet its business objectives and, if so, on what basis? | |||
| Answer: N/A | |||
| Note: where item 8.5 is less than 2 quarters, all of questions 8.6.1, 8.6.2 and 8.6.3 above must be answered. | |||
| ASX Listing Rules Appendix 4C (17/07/20)<br><br>+ See chapter 19 of the ASX Listing Rules for defined terms | |||
| --- | |||
| Appendix 4C<br><br>Quarterly cash flow report for entities subject to Listing Rule 4.7B | |||
| --- |
Compliance statement
1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.
2 This statement gives a true and fair view of the matters disclosed.
| Date: | 24 July 2025 |
|---|---|
| Authorised by: | By the Chairman of the Board |
| (Name of body or officer authorising release – see note 4) | |
| ASX Listing Rules Appendix 4C (17/07/20)<br><br>+ See chapter 19 of the ASX Listing Rules for defined terms | |
| --- | |
| Appendix 4C<br><br>Quarterly cash flow report for entities subject to Listing Rule 4.7B | |
| --- |
Notes
- This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity’s activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.
- If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this report.
- Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.
- If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”. If it has been authorised for release to the market by a committee of your board of directors, you can insert here: “By the [name of board committee – e.g. Audit and Risk Committee]”. If it has been authorised for release to the market by a disclosure committee, you can insert here: “By the Disclosure Committee”.
- If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
| ASX Listing Rules Appendix 4C (17/07/20)<br><br>+ See chapter 19 of the ASX Listing Rules for defined terms |
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