Nova Minerals Appoints Wall Street Veteran to Drive US Market Strategy

Rhea-AI Filing Summary

Nova Minerals Limited has announced a significant board appointment in this Form 6-K filing. The company has named Chaim (Dovi) Berger as an Independent Non-Executive Director, effective July 1, 2025.

Key highlights of the appointment:

• Mr. Berger brings over 10 years of experience in finance and legal matters, with expertise in corporate law, accounting, taxation, and M&A
• He qualifies as an independent director under Nasdaq governance standards and SEC Rule 10A-3
• Will serve on both the Audit & Risk Committee and the Remuneration & Nomination Committee
• Will receive standard non-employee director compensation

The filing confirms no special arrangements or material interests between Mr. Berger and the company requiring disclosure under Item 404(a) of Regulation S-K. The document was signed by Craig Bentley, Director of Finance and Compliance.

Positive

• Appointment of Chaim (Dovi) Berger as Independent Non-Executive Director brings valuable expertise in finance, law, and M&A with 10+ years of experience
• New director's dual qualification as attorney and CPA strengthens board oversight capabilities
• Director appointment enhances corporate governance with roles on both Audit & Risk and Remuneration & Nomination Committees

Negative

• None.

 

 

 

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 June 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:

 

☒ Form 20-F   ☐ Form 40-F

 

 

 

 

 

 

NOVA MINERALS LIMITED

 

EXPLANATORY NOTE

 

 

This Report of Foreign Issuer on Form 6-K is being filed to disclose that on June 24, 2025, the Board of Directors (the “Board”) of Nova Minerals Limited (the “Company”) appointed Chaim (Dovi) Berger as an Independent Non-Executive member of the Board, which appointment will be effective on July 1, 2025. Mr. Berger is a U.S.-based finance and legal executive with over 10 years of experience structuring and closing complex transactions. He brings a cross-disciplinary background in corporate law, accounting, taxation, and M&A, coupled with hands-on operational experience in high-growth businesses. Mr. Berger has a proven track record in executing strategic acquisitions, ensuring regulatory compliance, and implementing enterprise-wide financial controls, while leading and mentoring cross-functional teams. He is an admitted attorney and Certified Public Accountant (CPA).

 

The Board has determined that Mr. Berger qualifies as an independent director under the corporate governance standards of the Nasdaq Stock Market LLC and Rule 10A-3 of the Securities Exchange Act of 1934, as amended. Concurrent with the effective date of Mr. Berger’s appointment to the Board, Mr. Berger will be appointed to serve on the Company’s Audit & Risk Committee and the Remuneration & Nomination Committee Mr. Berger will receive typical compensation for his service as a non-employee member of the Board.

 

There are no arrangements or understandings between Mr. Berger and any other person pursuant to which he was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Berger has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of the Company dated June 24, 2025, titled “Appointment of Non-Executive Director”, originally filed with the Australian Securities Exchange as required by the laws of Australia.

 

This report on Form 6-K (including the exhibits hereto) 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.

 

Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.	 	Description
99.1	 	Press release dated June 24, 2025 – Appointment of Non-executive Director

 

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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: June 24, 2025	By:	/s/ Craig Bentley
 	Name:	Craig Bentley
 	Title:	Director of Finance and Compliance and Director

 

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FAQ

Who is NVA's newly appointed board member in June 2025?

Chaim (Dovi) Berger has been appointed as an Independent Non-Executive member of Nova Minerals Limited's Board, effective July 1, 2025. He is a U.S.-based finance and legal executive with over 10 years of experience in complex transactions, and is both an admitted attorney and Certified Public Accountant (CPA).

What committees will NVA's new director Chaim Berger serve on?

Upon his effective appointment date of July 1, 2025, Chaim Berger will serve on two committees: the Audit & Risk Committee and the Remuneration & Nomination Committee of Nova Minerals Limited.

Does NVA's new director Chaim Berger meet independence requirements?

Yes, the Board has determined that Mr. Berger qualifies as an independent director under both the Nasdaq Stock Market LLC corporate governance standards and Rule 10A-3 of the Securities Exchange Act of 1934.

Are there any related party transactions between NVA and its new director Chaim Berger?

No, the filing explicitly states there are no arrangements or understandings between Mr. Berger and any other person regarding his selection as director, and there are no transactions where Mr. Berger has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

When did NVA file this Form 6-K regarding the new director appointment?

Nova Minerals Limited filed this Form 6-K on June 28, 2025, reporting the board appointment announcement that was made on June 24, 2025.