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Nova Minerals (NVA) director details indirect share and option stakes in Form 3

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Nova Minerals Corp director Avi Geller filed an initial ownership report showing only existing positions, with no new share purchases or sales. The filing lists indirect holdings of common stock through Leonite LLC and Leonite Capital LLC, over which he has voting and investment control as an officer of those entities.

He also reports stock options indirectly held through Leonite LLC that give the right to buy 114,583 shares of common stock at an exercise price of $3.81 per share, expiring on December 23, 2028. According to the disclosure, 31,250 of the underlying shares are already vested and exercisable, while the remaining option shares will vest upon completion of specified operational or sales milestones, subject to his continued service.

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Insider Geller Avi
Role null
Type Security Shares Price Value
holding Stock Options (Right to Buy) -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Options (Right to Buy) — 114,583 shares (Indirect, By Leonite LLC); Common Stock — 144,969 shares (Indirect, By Leonite Capital LLC)
Footnotes (1)
  1. Represents common stock and the number of shares of common stock underlying Chess Depositary Interests ("CDIs") as converted on a 1:12 common stock to CDI ratio pursuant to a scheme of arrangement, completed on June 16, 2016 (the "Scheme") between Nova Minerals Ltd., an Australian public company and predecessor to the Issuer ("Predecessor"). The CDIs are traded on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX. As an officer of this entity, the reporting person has voting and investment control over the reported shares of common stock. 31,250 of the shares underlying these stock options are fully vested and exercisable. The remaining shares underlying these stock options will vest upon the completion of certain operational and/or sales milestones, subject to continuing services provided by the reporting person. These stock options were originally rights to receive ordinary shares of the Predecessor. Under the Scheme, the stock options became rights to be issued shares of Common Stock of the Issuer in the ratio of one share of Common Stock for every 12 ordinary shares of Predecessor to which the holder would otherwise have been entitled. The exercise price was converted from A$0.45, which reflects the 12:1 consolidation ratio applied in converting ordinary shares of Predecessor to shares of the Issuer's Common Stock, using the exchange rate as published by the Reserve Bank of Australia in effect on June 14, 2026. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise. As an officer of this entity, the reporting person has voting and investment control over the underlying shares of common stock.
Indirect common stock via Leonite LLC 45,881 shares Total shares following reporting date
Indirect common stock via Leonite Capital LLC 144,969 shares Total shares following reporting date
Stock options underlying shares 114,583 shares Options to buy Nova Minerals common stock
Vested option underlying shares 31,250 shares Already vested and exercisable portion of options
Option exercise price $3.81 per share Converted from A$0.45 after 12:1 consolidation
Option expiration date December 23, 2028 Expiry of stock options on Nova Minerals shares
Chess Depositary Interests ("CDIs") financial
"Represents common stock and the number of shares of common stock underlying Chess Depositary Interests ("CDIs") as converted on a 1:12 common stock to CDI ratio"
scheme of arrangement financial
"as converted on a 1:12 common stock to CDI ratio pursuant to a scheme of arrangement, completed on June 16, 2016"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
stock options (Right to Buy) financial
"Stock Options (Right to Buy) giving rights to be issued shares of Common Stock of the Issuer"
12:1 consolidation ratio financial
"reflects the 12:1 consolidation ratio applied in converting ordinary shares of Predecessor to shares of the Issuer's Common Stock"
voting and investment control financial
"As an officer of this entity, the reporting person has voting and investment control over the reported shares of common stock"
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Geller Avi
(Last)(First)(Middle)
C/O NOVA MINERALS CORP
6312 SOUTH FIDDLERS GREEN CIRCLE, SUITE
(Street)
GREENWOOD VILLAGE COLORADO 80111
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2026		3. Issuer Name and Ticker or Trading Symbol
Nova Minerals Corp [ NVA ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock144,969(1)IBy Leonite Capital LLC(2)
Common Stock45,881(1)IBy Leonite LLC(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy) (3)12/23/2028Common Stock114,583(4)$3.81(5)IBy Leonite LLC(6)
Explanation of Responses:
1. Represents common stock and the number of shares of common stock underlying Chess Depositary Interests ("CDIs") as converted on a 1:12 common stock to CDI ratio pursuant to a scheme of arrangement, completed on June 16, 2016 (the "Scheme") between Nova Minerals Ltd., an Australian public company and predecessor to the Issuer ("Predecessor"). The CDIs are traded on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX.
2. As an officer of this entity, the reporting person has voting and investment control over the reported shares of common stock.
3. 31,250 of the shares underlying these stock options are fully vested and exercisable. The remaining shares underlying these stock options will vest upon the completion of certain operational and/or sales milestones, subject to continuing services provided by the reporting person.
4. These stock options were originally rights to receive ordinary shares of the Predecessor. Under the Scheme, the stock options became rights to be issued shares of Common Stock of the Issuer in the ratio of one share of Common Stock for every 12 ordinary shares of Predecessor to which the holder would otherwise have been entitled.
5. The exercise price was converted from A$0.45, which reflects the 12:1 consolidation ratio applied in converting ordinary shares of Predecessor to shares of the Issuer's Common Stock, using the exchange rate as published by the Reserve Bank of Australia in effect on June 14, 2026. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise.
6. As an officer of this entity, the reporting person has voting and investment control over the underlying shares of common stock.
Remarks:
Exhibit 24: Power of attorney provided herewith.
/s/ Ian Pamensky, by Power of Attorney06/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does Avi Geller report in his Nova Minerals (NVA) Form 3 filing?

The Form 3 shows Avi Geller’s existing indirect ownership in Nova Minerals common stock and options. All positions are held via Leonite LLC and Leonite Capital LLC, where he has voting and investment control, and reflect holdings rather than recent share purchases or sales.

How many of Avi Geller’s Nova Minerals (NVA) option shares are vested?

The disclosure states that 31,250 of the Nova Minerals common shares underlying the reported stock options are fully vested and exercisable. The remaining underlying shares will vest upon completion of specified operational or sales milestones, contingent on his continuing to provide services.

What is the significance of the $3.81 exercise price in Nova Minerals (NVA) options?

The $3.81 exercise price per Nova Minerals common share reflects conversion from an original Australian dollar strike after a 12:1 consolidation. The actual exercise will occur at an Australian dollar price, but the filing provides the equivalent U.S. dollar figure for reference.

How did Nova Minerals (NVA) options and CDIs convert under the scheme of arrangement?

The footnotes explain that Chess Depositary Interests and related options originally tied to an Australian predecessor converted under a scheme of arrangement. Each group of 12 predecessor ordinary shares or rights became one Nova Minerals common share or equivalent option entitlement after the restructuring.