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
Commission
File Number 001-42132
NOVA
MINERALS LIMITED
(Translation
of registrant’s name into English)
Suite
5, 242 Hawthorn Road,
Caulfield,
Victoria 3161
Australia
+61 3 9537 1238
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
NOVA
MINERALS LIMITED
EXPLANATORY
NOTE
On
July 14, 2025, Nova Minerals Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Think Equity LLC as representative (the “Representative”) of the underwriters named therein, pursuant to which the Company
agreed to sell to the Representative in an underwritten public offering, an aggregate of 1,200,000 American Depository Shares (“ADS”),
with an ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of $9.25 per ADS, for gross proceeds of approximately $11,100,000,
before deducting underwriting discounts and offering expenses. In addition, the Company granted the underwriters a 45-day option to purchase
up to an additional 120,000 ADSs to cover over-allotments, if any.
On
July 17, 2025, the Representative partially exercised its over-allotment option to purchase an additional 108,400 ADSs of the Company
at the public offering price of $9.25 per ADS for gross proceeds of $1,110,000. The closing for the sale of the partial exercise of the
over-allotment option took place on July 18, 2025. As a result, the gross proceeds of the Company’s public offering, including
the proceeds from the exercise of the over-allotment option, totaled $12,210,000, before deducting underwriting discounts and
offering expenses.
This
report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
This
report on Form 6-K shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and
shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.
SIGNATURE
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, thereunto duly authorized.
| |
NOVA
MINERALS LIMITED |
| |
|
|
| Date:
July 21, 2025 |
By: |
/s/Craig
Bentley |
| |
Name: |
Craig
Bentley |
| |
Title: |
Director
of Finance and Compliance and Director |
