NOVONIX Ltd 6-K, filed Jun 23, 2023

NOVONIX Ltd (NVX)

6-K 2023-06-23 For: 2023-06-22

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Added on April 08, 2026

About this 6-K

NOVONIX Ltd filed this 6-K on June 23, 2023.

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ASX +security code	Security description	Total number of +securities to be issued/transferred Issue date

New class - code to be confirmed	Convertible notes	45,221,586	21/06/2023


1.2. Registered number type		Registration number
ABN		54157690830


+Security type		ISIN code
+Convertible debt securities

Date the +securities the subject of this notification were issued
21/6/2023



Will all the +securities issued in this class rank equally in all respects from their issue date?
	Yes





Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?
	No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.


+Security currency	Face value	Interest rate type
AUD - Australian Dollar	AUD 1.00000000	Fixed rate


	Notification of Issue, Conversion or Payment up of Unquoted Equity Securities


Notification of Issue, Conversion or Payment up of Unquoted	1 / 7


Notification of Issue, Conversion or Payment up of Unquoted	2 / 7


2.1. The +securities the subject of this notification are:
	Other


2.2. a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:
	does not have an existing ASX security code ("new class")


Notification of Issue, Conversion or Payment up of Unquoted	3 / 7


	https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02673785-2A1453670?access_token=8 3ff96335c2d45a094df02a206a39ff4


Notification of Issue, Conversion or Payment up of Unquoted	4 / 7


Select other feature(s) 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)?
	No


	001-41208
	(Commission File Number)


Type of +security
Convertible note or bond


Is the +security perpetual (i.e. no maturity)?
	No


	Maturity date
	7/6/2028


	28,263,492 Shares will be issued if conversion occurs prior to maturity date. 34,475,364 shares will be issued if conversion occurs on maturity date.


	The issue of securities was previously announced in Appendix 3B on 7 June 2023.


In what currency was the cash consideration being paid?		What was the issue price per +security?
AUD - Australian Dollar		AUD 1.00000000


	Continued development of anode materials, operational needs and general corporate purposes.Additional Details


Notification of Issue, Conversion or Payment up of Unquoted	5 / 7


ASX +security code and description	Total number of +securities on issue

NVX : ORDINARY FULLY PAID	486,908,196


ASX +security code and description	Total number of +securities on issue

NVXAD : PERFORMANCE RIGHTS	14,575,313

NVXAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	28,860,001

NVXAK : SHARE RIGHTS	436,403

New class - code to be confirmed : Convertible notes	45,221,586


Notification of Issue, Conversion or Payment up of Unquoted	6 / 7


Notification of Issue, Conversion or Payment up of Unquoted	7 / 7


Type of security	Securities on issue as at the date of this Cleansing Notice	Number on issue assuming maximum conversion of the Convertible Notes*
Fully paid ordinary shares	486,908,196	521,383,560
Performance rights	14,575,313	14,575,313
Share rights	436,403	436,403
Share options	28,860,001	28,860,001
Convertible Notes	45,221,586	0


Summary of key terms of the Convertible Notes
Issuer	NOVONIX Limited (ACN 157 690 830) (Company) of Level 8, 46 Edward Street, Brisbane QLD 4000
Investor	LG Energy Solution, Ltd of Parc. 1 Tower 108, Youi-daero, Yeongdeungpogu, Seoul, 07335, the Republic of Korea
Instrument	Unsecured Convertible Notes


Summary of key terms of the Convertible Notes
Aggregate Amount	USD$ 30,000,000
Interest Rate	4% per annum, accrued on daily balances on the basis of a 365 day year. However when an event of default occurs, the Interest Rate will be 10% per annum.
Face Value	AUD $1.00 (in respect of a Convertible Note)
Ranking on conversion	Shares issued on conversion are fully paid ordinary shares in the capital of the Company, having all the rights set out in the Company's constitution
Conversion Price	AUD $1.60 per ordinary share
Conversion Amount	In respect of a Convertible Note, the aggregate of: (a) the Face Value of that Convertible Note; and (b) the interest accrued in respect of that Convertible Note as at the Conversion Date
Number of Shares issued on conversion	The number of fully paid ordinary shares that will be issued on conversion of Convertible Notes is equal to: (a) the aggregate Conversion Amount of the Convertible Notes to be converted; divided by (b) the Conversion Price.
Conversion Restriction	The Investor and its Associate holding a relevant Interest must not be more than 19.99% of the issues Shares (or such other limit prescribed by section 606(1)(c)(i) of the Corporations Act from time to time), except to the extent permitted under section 611 of the Corporations Act
Final Conversion Date	The Investor may elect to convert all or some of its Convertible Notes prior to the Final Conversion Date, being the date on which the first purchase order for the Products under the Purchase Agreement (that is proposed to be entered into between the Investor and the Company upon successful completion of certain development work under the joint development agreement with the Investor announced on 7 June 2023) is issued and accepted. At the Final Conversion Date, the Investor will be deemed to have given a conversion notice for all of its outstanding Convertible Notes. No interest is payable on a Convertible Note that is converted on or prior to the Final Conversion Date.


Summary of key terms of the Convertible Notes
Maturity Date	5 years after the date of the Agreement, or any other later date agreed in writing between the Investor and the Company
Redemption or conversion on the Maturity Date	On the Maturity Date, the Investor must elect to either redeem or convert all of its outstanding Convertible Notes. Interest is payable on a Convertible Note that is converted or redeemed at the Maturity Date, in cash (in the case of a redemption) or "in-kind" (in the case of a conversion).
Events of default	In accordance with the Agreement, events of default include: (a) failure to issue Shares (b) failure to pay amounts due under the Agreement (c) an insolvency event occurring in respect of the Company or any subsidiary (d) an order being made or an effective resolution passed for the winding-up or dissolution, judicial management or administration of the Company or any of its subsidiaries, or the Company or any of its subsidiaries ceasing or threatening to cease to carry on all or substantially all of its business or operations (e) it becoming unlawful for the Company to comply with its obligations under the Agreement or to convert any Convertible Notes to Shares (f) breach of continuing conduct of business restrictions (g) the Company failing to procure quotation of the Shares upon conversion (h) breach of the Agreement or the joint development agreement with the Investor announced on 7 June 2023 If an event of default occurs which is not remedied within 30 calendar days, then the Investor may declare that the entire outstanding principal amount, together with accrued and unpaid interest, and all other amounts accrued or outstanding under the Agreement or the Convertible Notes, is payable on demand or immediately due for payment and payable.
Costs	Each party bears their own costs arising out of the negotiation, preparation and execution of the Agreement. All duties payable on or in connection with the Agreement must be borne equally by the Company and Investor.
Governing Law	Queensland, Australia


Summary of the rights and liabilities attaching to Shares issued on conversion of the Convertible Notes
General meetings	Each shareholder of the Company (Shareholder) is entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company. Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the constitution of the Company (Constitution).
Voting rights	Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders: • each Shareholder entitled to vote may vote in person or by proxy, attorney or representative; • on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and • on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).
Ranking of Shares	At the date of this Cleansing Notice, all shares are of the same class and rank equally in all respects.


Variation of rights	Subject to the Corporations Act and the terms of issue of a class of shares, wherever the capital of the Company is divided into different classes of shares, the rights attached to any class of shares may be varied: • with the written consent of the holders of at least 75% of the issued shares in the particular class; or • by a special resolution passed at a separate meeting of the holders of shares in that class.
Dividend rights	The Board may declare or determine that a dividend is payable on Shares. The Board may fix the amount of the dividend, the time for determining entitlements to the dividend, the time for the payment of the dividend and the method of payment of the dividend. If a dividend is declared or determined to be payable, Shareholders will be entitled to dividends, distributed among members in proportion to the capital paid up, from the date of payment.
Transfer of Shares	Shares can be transferred by a proper instrument of transfer. The instrument of transfer must be in writing or any other form approved by the Directors, and signed by the transferor and the transferee. Except where the operating rules of an applicable CS facility licensee, being the ASTC Operating Rules provide otherwise, until the transferee has been registered, the transferor is deemed to remain the holder of the Shares, even after signing the instrument of transfer. In some circumstances, the Directors may refuse to register a transfer if on registration the transferee will hold less than a marketable parcel. The Board may refuse to register a transfer of shares on which the Company has a lien.
Rights on winding up	If the Company is wound up, the liquidator may with the sanction of a special resolution, divide the assets of the Company amongst Shareholders as the liquidator sees fit. The liquidator may not require a Shareholder to accept any Shares or other securities in respect of which there is any liability.


Date	Announcement
07/06/2023	Proposed issue of securities – NVX
07/06/2023	NVX and LGES Enter into JDA and US$30M Investment Agreement
06/06/2023	NOVONIX Announces Participation in June Investor Conferences
17/05/2023	Notification regarding unquoted securities – NVX
04/05/2023	Notification regarding unquoted securities – NVX
04/05/2023	Notification of cessation of securities – NVX
02/05/2023	NOVONIX Announces Participation in May Investor Conferences
01/05/2023	Application for quotation of securities – NVX
26/04/2023	Quarterly Activities/Appendix 4C Cash Flow Report
21/04/2023	Response to ASX Appendix 3Y Query
13/04/2023	Application for quotation of securities – NVX
12/04/2023	Notification regarding unquoted securities – NVX
06/04/2023	Appendix 3Z and 3Y
05/04/2023	Results of Meeting
05/04/2023	CEO Presentation to the AGM
05/04/2023	Chairman's Address to the AGM
31/03/2023	NOVONIX Enters JV to Produce Anode Material in MENA Region
23/03/2023	Notification of cessation of securities – NVX
23/03/2023	Application for quotation of securities – NVX
20/03/2023	Notification regarding unquoted securities – NVX
15/03/2023	Application for quotation of securities – NVX
15/03/2023	Notification regarding unquoted securities – NVX
15/03/2023	Application for quotation of securities – NVX
09/03/2023	NOVONIX to Participate in the 35th Annual Roth Conference
06/03/2023	Notice of Annual General Meeting/Proxy Form
03/03/2023	Correction of typographical error in the Annual Report
28/02/2023	Corporate Governance Statement & Appendix 4G
28/02/2023	Annual Report to shareholders


	Consolidated
	31 December 2022 US$	Proforma adjustments US$	Restated 31 December 2022 US$
ASSETS
Current assets
Cash and cash equivalents	99,039,172	30,000,000	129,039,172
Trade and other receivables	2,847,229	-	2,847,229
Inventory	3,165,932	-	3,165,932
Prepayments	1,958,269	-	1,958,269
Escrow reserves	9,137,605	-	9,137,605
Total current assets	116,148,207	30,000,000	146,148,207
Non-current assets
Property, plant and equipment	125,316,748	-	125,316,748
Investment securities at fair value through profit or loss	16,490,271	-	16,490,271
Right-of-use assets	4,915,035	-	4,915,035
Exploration and evaluation assets	2,212,013	-	2,212,013
Intangible assets	12,173,710	-	12,173,710
Other assets	168,574	-	168,574
Total non-current assets	161,276,351	-	161,276,351
Total assets	277,424,558	30,000,000	307,424,558
LIABILITIES
Current liabilities
Trade and other payables	6,954,464	-	6,954,464


Contract liabilities	71,985	-	71,985
Lease liabilities	353,378	-	353,378
Borrowings	1,085,314	-	1,085,314
Derivative financial instruments	-	15,770,300	15,770,300
Total current liabilities	8,465,141	15,770,300	24,235,441

Non-current liabilities
Contract liabilities	3,000,000	-	3,000,000
Lease liabilities	4,825,560	-	4,825,560
Borrowings	35,077,588	14,229,700	49,307,288
Total non-current liabilities	42,903,148	14,229,700	57,132,848
Total liabilities	51,368,289	30,000,000	81,368,289
Net assets	226,056,269	-	226,056,269
EQUITY
Contributed equity	338,108,198	-	338,108,198
Reserves	26,547,649	-	26,547,649
Accumulated losses	(138,599,578)	-	(138,599,578)
Total equity	226,056,269	-	226,056,269