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 August, 2023
| 001-41208 |
|---|
| (Commission File Number) |
NOVONIX LIMITED
(Translation of registrant’s name into English)
Level 38
71 Eagle Street
Brisbane, QLD 4000 Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40‑F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
Exhibit No. Description
Exhibit 99.1 Appendix 2A (Application for Quotation of Securities) dated August 29, 2023
Exhibit 99.2 Appendix 3G (Notification of Issue, Conversion or Payment up of Unquoted Equity Securities) dated
Exhibit 99.3 ASX Announcement (Cleansing Notice), dated August 29, 2023
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NOVONIX LIMITED<br><br><br><br><br><br>By: /s/ Dr. John Christopher Burns<br><br>Dr. John Christopher Burns<br><br>Chief Executive Officer |
|---|
Date: August 30, 2023
EX-99.1
| Application for quotation of +securities |
|---|
EXHIBIT 99.1
Announcement Summary
Entity name
NOVONIX LIMITED
Announcement Type
New announcement
Date of this announcement
Tuesday August 29, 2023
The +securities to be quoted are:
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted
Total number of +securities to be quoted
| ASX +security | Number of +securities to | |||
|---|---|---|---|---|
| code | Security description | be quoted Issue date | ||
| NVX | ORDINARY FULLY PAID | 919,719 | 29/08/2023 |
Refer to next page for full details of the announcement
| Application for quotation of +securities | 1 / 7 |
|---|
| Application for quotation of +securities |
|---|
Part 1 - Entity and announcement details
1.1 Name of entity
NOVONIX LIMITED
We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.
| 1.2 Registered number type | Registration number |
|---|---|
| ABN | 54157690830 |
1.3 ASX issuer code
NVX
1.4 The announcement is
New announcement
1.5 Date of this announcement
29/8/2023
| Application for quotation of +securities | 2 / 7 |
|---|
| Application for quotation of +securities |
|---|
Part 2 - Type of Issue
2.1 The +securities to be quoted are:
+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted
2.2 The +securities to be quoted are:
Additional +securities in a class that is already quoted on ASX ("existing class")
| Application for quotation of +securities | 3 / 7 |
|---|
| Application for quotation of +securities |
|---|
Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
NVXAK : SHARE RIGHTS
TO (Existing Class)
ASX +security code and description
NVX : ORDINARY FULLY PAID
| Please state the number of options<br><br>that were exercised or other<br><br>+convertible securities that were converted | The first date the options were<br><br>exercised or other +convertible securities were converted | The last date the options were<br><br>exercised or other +convertible<br><br>securities were converted |
|---|---|---|
| 29/8/2023 | ||
| 436,403 |
Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been exercised or have all of those convertible securities now been converted)?
Yes
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being satisfied by:
An issue of new +securities
The underlying securities being received by the holder are:
Intended to be, but are not yet, quoted by ASX
Were the options being exercised or other +convertible securities being converted issued under an +employee incentive scheme?
No
Issue date
29/8/2023
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
| Application for quotation of +securities | 4 / 7 |
|---|
| Application for quotation of +securities |
|---|
Issue details
Number of +securities to be quoted
419,719
Are the +securities being issued for a cash consideration?
No
Please describe the consideration being provided for the +securities
| Shares issued on the vesting of Director share rights that were awarded, following shareholder approval, are part of Director remuneration. |
|---|
Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the
+securities to be quoted
2.280000
Any other information the entity wishes to provide about the +securities to be quoted
Existing +securities converting into additional +securities in an existing class
FROM (Existing Class)
ASX +security code and description
NVXAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES
TO (Existing Class)
ASX +security code and description
NVX : ORDINARY FULLY PAID
| Please state the number of options that were exercised or other<br><br>+convertible securities that were converted | The first date the options were exercised or other +convertible securities were converted | The last date the options were exercised or other +convertible securities were converted |
|---|---|---|
| 29/8/2023 | ||
| 500,000 |
Is this all of the options or other +convertible securities on issue of that type (ie have all of those options now been exercised or have all of those convertible securities now been converted)?
No
The right of the holder of the options or other +convertible securities to receive the +underlying securities is being satisfied by:
An issue of new +securities
The underlying securities being received by the holder are:
Intended to be, but are not yet, quoted by ASX
Were the options being exercised or other +convertible securities being converted issued under an +employee incentive scheme?
No
| Application for quotation of +securities | 5 / 7 |
|---|
| Application for quotation of +securities |
|---|
Issue date
29/8/2023
Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes
Issue details
Number of +securities to be quoted
500,000
Are the +securities being issued for a cash consideration?
Yes
| In what currency is the cash consideration being paid? | What is the issue price per +security? |
|---|---|
| AUD - Australian Dollar | AUD 0.70000000 |
Any other information the entity wishes to provide about the +securities to be quoted
| Application for quotation of +securities | 6 / 7 |
|---|
| Application for quotation of +securities |
|---|
Part 4 - Issued capital following quotation
Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:
(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)
4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the
+securities subject of this application)
| ASX +security code and description | Total number of<br><br>+securities on issue |
|---|---|
| NVX : ORDINARY FULLY PAID | 488,192,020 |
4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)
| ASX +security code and description | Total number of<br><br>+securities on issue |
|---|---|
| NVXAD : PERFORMANCE RIGHTS | 13,819,268 |
| NVXAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES | 28,360,001 |
| NVXAK : SHARE RIGHTS | 0 |
| NVXAL : CONVERTIBLE NOTES | 45,221,586 |
| Application for quotation of +securities | 7 / 7 |
| --- | --- |
EX-99.2
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
|---|
EXHIBIT 99.2
Announcement Summary
Entity name
NOVONIX LIMITED
Date of this announcement
Tuesday August 29, 2023
The +securities the subject of this notification are:
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
Total number of +securities to be issued/transferred
| ASX +security code | Security description | Total number of<br><br>+securities to be issued/transferred Issue date |
|---|---|---|
| NVXAD | PERFORMANCE RIGHTS | 168,368 29/08/2023 |
Refer to next page for full details of the announcement
| Notification of Issue, Conversion or Payment up of Unquoted | 1 / 6 |
|---|
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
|---|
Part 1 - Entity and announcement details
1.1 Name of entity
NOVONIX LIMITED
We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.
| 1.2 Registered number type<br><br>ABN | Registration number<br><br>54157690830 |
|---|
1.3 ASX issuer code
NVX
1.4 The announcement is
New announcement
1.5 Date of this announcement
29/8/2023
| Notification of Issue, Conversion or Payment up of Unquoted | 2 / 6 |
|---|
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
|---|
Part 2 - Issue details
2.1 The +securities the subject of this notification are:
+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX
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:
has an existing ASX security code ("existing class")
| Notification of Issue, Conversion or Payment up of Unquoted | 3 / 6 |
|---|
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
|---|
Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B
ASX +security code and description
NVXAD : PERFORMANCE RIGHTS
Date the +securities the subject of this notification were issued
29/8/2023
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class
Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
No
Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms
https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02572548-2A1400747?access_token=8 3ff96335c2d45a094df02a206a39ff4
Any other information the entity wishes to provide about the +securities the subject of this notification
Issue details
Number of +securities
168,368
| Notification of Issue, Conversion or Payment up of Unquoted | 4 / 6 |
|---|
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
|---|
Part 4 - +Securities on issue
Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:
(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)
4.1 Quoted +Securities (Total number of each +class of +securities quoted)
| ASX +security code and description | Total number of<br><br>+securities on issue |
|---|---|
| NVX : ORDINARY FULLY PAID | 487,272,301 |
4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)
| ASX +security code and description | Total number of<br><br>+securities on issue |
|---|---|
| NVXAD : PERFORMANCE RIGHTS | 13,987,636 |
| NVXAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES | 28,860,001 |
| NVXAK : SHARE RIGHTS | 436,403 |
| NVXAL : CONVERTIBLE NOTES | 45,221,586 |
| Notification of Issue, Conversion or Payment up of Unquoted | 5 / 6 |
| --- | --- |
| Notification of Issue, Conversion or Payment up of Unquoted Equity Securities |
|---|
Part 5 - Other Listing Rule requirements
5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1?
Yes
5.1a Select the number of the applicable exception in Listing Rule 7.2
13
| Notification of Issue, Conversion or Payment up of Unquoted | 6 / 6 |
|---|
EX-99.3
EXHIBIT 99.3
ASX ANNOUNCEMENT
(ASX: NVX)
29 August 2023
Issue of Cleansing Notice under Section 708A Corporations Act
NOVONIX LIMITED (ASX Code: NVX) today issued 919,719 fully paid ordinary shares in NOVONIX Limited (Shares). 500,000 of these shares are from the exercise of $0.70 options, and the remaining 419,719 shares are from the vesting of Director share rights.
NOVONIX Limited issued the Shares without disclosure to investors under section 708A(5)
Corporations Act 2001 (Cth) (Corporations Act).
Details of the Shares
| Class of Shares | Fully paid ordinary shares |
|---|---|
| ASX code of the Shares | NVX |
| Date of the issue | 29 August 2023 |
| Total number of Shares issued | 919,719 fully paid ordinary shares |
As required by section 708A (6) Corporations Act, NVX advises:
(a) the Shares were issued without disclosure to investors under part 6D.2 Corporations Act;
(b) this notice is being given under section 708A(5)(e) Corporations Act;
(c) as at the date of this notice, NVX has complied with:
(i) the provisions of chapter 2M Corporations Act as they apply to NVX; and
(ii) section 674 and section 674A of the Corporations Act; and
(d) as at the date of this notice, there is no information that is ‘excluded information’ (within the meaning of sections 708A(7) and 708A(8) Corporations Act) to be disclosed under section 708A(6)(e) Corporations Act.
This announcement has been authorised for release by the Board of NOVONIX Limited.
Yours sincerely
Suzanne Yeates
Company Secretary
NOVONIX Limited
NOVONIX Limited (ASX: NVX)
ACN 157 690 830
Level 38, 71 Eagle Street
Brisbane QLD 4000
AUSTRALIA