Heavy losses and funding risks shape Novonix (NVX) 2025 annual report
Rhea-AI Filing Summary
NOVONIX Limited files its annual report on Form 20‑F, highlighting a capital-intensive growth plan, significant losses and substantial funding needs. The company reported a net loss of $84.5 million for 2025 and held $79.9 million in cash, cash equivalents and short‑term investments, alongside net current assets of $3.9 million. Management warns of material uncertainty about its ability to continue as a going concern.
NOVONIX is scaling synthetic graphite anode production at its Riverside facility in Chattanooga using proprietary furnace technology and long‑term offtake relationships with Panasonic Energy and PowerCo, but faces equipment delays, technology scale‑up risk and dependence on limited suppliers such as Harper and select needle coke producers. It has a $100 million DOE grant and a conditional DOE ATVM loan commitment of up to $754.8 million, both requiring significant cost sharing and strict compliance, plus a $103 million 48C tax credit allocation.
The company has entered a binding term sheet, subject to definitive agreements and conditions, to sell its Battery Technology Solutions business, which currently generates all revenue; after a divestiture, NOVONIX would have no revenue until its anode materials business scales. The filing details extensive risk factors spanning funding, customer concentration, graphite market dynamics, regulatory compliance and cybersecurity.
Positive
- None.
Negative
- Going concern and funding risk: 2025 net loss of $84.5 million, limited liquidity and large planned capex lead management to disclose material uncertainty about NOVONIX’s ability to continue as a going concern, creating significant financing and execution risk.
- Revenue gap risk post‑BTS sale: A binding term sheet to divest Battery Technology Solutions would eliminate the company’s only current revenue until anode materials production scales, increasing dependence on successful ramp‑up and external funding.
Insights
Filing flags heavy funding needs, going concern risk, and pending BTS divestiture.
NOVONIX is trying to build large-scale synthetic graphite anode capacity in Chattanooga, backed by a
The business is loss-making, with a 2025 net loss of
The binding term sheet to sell the Battery Technology Solutions segment, if completed on contemplated terms, would remove the only current revenue stream, leaving NOVONIX reliant on successful ramp-up of anode sales under offtake agreements. Execution risk is compounded by technology scale-up challenges, supplier concentration, volatile graphite pricing and policy outcomes on Chinese graphite duties expected around
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number:
(Exact name of Registrant as specified in its charter
NOVONIX LIMITED
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
NOVONIX LIMITED
(Address of principal executive offices)
NOVONIX Limited
(P) +61 439 310 818
Attn:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
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Name of each exchange and on which registered |
shares, no par value |
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15)(d) of the Securities Exchange Act of 1934. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Non-Accelerated Filer ☐ |
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Emerging Growth Company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
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Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No
TABLE OF CONTENTS
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INTRODUCTION AND USE OF CERTAIN TERMS |
4 |
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AUSTRALIAN DISCLOSURE REQUIREMENTS |
4 |
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EXPLANATORY NOTE |
4 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
4 |
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PART I |
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Item 1. |
Identity of Directors, Senior Management and Advisers |
6 |
Item 2. |
Offer Statistics and Expected Timetable |
6 |
Item 3. |
Key Information |
6 |
A. |
[Reserved] |
6 |
B. |
Capitalization and Indebtedness |
6 |
C. |
Reasons for the Offer and Use of Proceeds |
6 |
D. |
Risk Factors |
6 |
Item 4. |
Information on the Company |
36 |
A. |
History and Development of the Company |
36 |
B. |
Business Overview |
37 |
C. |
Organizational Structure |
49 |
D. |
Property, Plant, and Equipment |
49 |
Item 4A. |
Unresolved Staff Comments |
50 |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
51 |
A. |
Operating Results |
51 |
B. |
Liquidity and Capital Resources |
60 |
C. |
Research and Development, Patents and Licenses, Etc. |
65 |
D. |
Trend Information |
65 |
E. |
Critical Accounting Estimates |
65 |
Item 6. |
Directors, Senior Management and Employees |
66 |
A. |
Directors and Senior Management |
66 |
B. |
Compensation |
70 |
C. |
Board Practices |
98 |
D. |
Employees |
104 |
E. |
Share Ownership |
104 |
F. |
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. |
106 |
Item 7. |
Major Shareholders and Related Party Transactions |
106 |
A. |
Major Shareholders |
106 |
B. |
Related Party Transactions |
106 |
C. |
Interests of experts and counsel |
109 |
ITEM 8. |
FINANCIAL INFORMATION |
110 |
A. |
Consolidated Financial Statements and Other Financial Information |
110 |
B. |
Significant Changes |
110 |
Item 9. |
The Offer and Listing |
110 |
A. |
Offer and Listing Details |
110 |
B. |
Plan of Distribution |
110 |
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C. |
Markets |
110 |
D. |
Selling Shareholders |
110 |
E. |
Dilution |
110 |
F. |
Expenses of the Issue |
110 |
Item 10. |
Additional Information |
111 |
A. |
Share Capital |
111 |
B. |
Memorandum and Articles of Association |
111 |
C. |
Material Contracts |
111 |
D. |
Exchange Controls |
112 |
E. |
Taxation |
112 |
F. |
Dividends and Paying Agents |
120 |
G. |
Statement by Experts |
120 |
H. |
Documents on Display |
120 |
I. |
Subsidiary Information |
121 |
J. |
Annual Report to Security Holders |
121 |
Item 11. |
Quantitative and Qualitative Disclosures about Market Risk |
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Item 12. |
Description of Securities Other than Equity Securities |
121 |
A. |
Debt Securities |
121 |
B. |
Warrants and Rights |
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C. |
Other Securities. |
121 |
D. |
American Depositary Shares Fees and Expenses |
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PART II |
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ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
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ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
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Item 15. |
Controls and Procedures |
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Item 16. |
[RESERVED] |
125 |
Item 16A. |
Audit Committee Financial Expert |
125 |
Item 16B. |
Code of Ethics |
125 |
Item 16C. |
Principal Accountant Fees and Services |
125 |
Item 16D. |
Exemptions from the Listing Standards for Audit Committees |
126 |
Item 16E. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
126 |
Item 16F. |
Change in Registrant’s Certifying Accountant |
126 |
Item 16G. |
Corporate Governance |
126 |
Item 16H. |
Mine Safety Disclosure |
126 |
Item 16I. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
126 |
Item 16J. |
INSIDER TRADING POLICIES |
126 |
Item 16K. |
Cybersecurity |
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PART III |
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Item 17. |
Financial Statements. |
129 |
ITEM 18. |
FINANCIAL STATEMENTS |
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SHAREHOLDER INFORMATION |
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Distribution of equity securities |
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B |
Equity security holders |
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Substantial holders |
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D |
Voting rights |
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CORPORATE DIRECTORY |
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ITEM 19. |
EXHIBITS |
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INDEX TO EXHIBITS |
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SIGNATURES |
140 |
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INTRODUCTION AND USE OF CERTAIN TERMS
We have prepared this annual report on Form 20-F using a number of conventions, which you should consider when reading the information contained herein. In this annual report, “NOVONIX,” the “Company,” the “Group”, “our company,” “we,” “us” and “our” refer to NOVONIX Limited and its consolidated subsidiaries, taken as a whole. Additionally, this annual report uses the following conventions:
AUSTRALIAN DISCLOSURE REQUIREMENTS
Our ordinary shares are quoted on the ASX in addition to our listing of our ADRs on the Nasdaq. As part of our ASX listing, we are required to comply with various disclosure requirements as set out under the Australian Corporations Act 2001 and the ASX Listing Rules. Information furnished under the sub-heading "Australian Disclosure Requirements" is intended to comply with ASX Listing Rules and the Corporations Act 2001 disclosure requirements and is not intended to fulfill information required by this Annual Report on Form 20-F.
EXPLANATORY NOTE
Our consolidated financial statements for the fiscal years ended December 31, 2025, 2024 and 2023 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. A comparison of our operating results for the years ended December 31, 2025, and 2024, has been included within Item 5. Operating and Financial Review and Prospects.
As previously disclosed to Shareholders on February 18, 2026, we have entered into a binding term sheet for the proposed sale of our Battery Technology Solutions Inc. (“BTS”) business,including all of its assets and liabilities, subject to the negotiation and execution of definitive agreements and satisfaction of customary conditions precedent. For more information, see Note 32 - Events after the reporting date. As a result, to the extent that the proposed transaction signs and closes on the terms contemplated or substantially similar terms, after such point, we will no longer control the BTS business, and the associated risks and benefits will generally no longer apply to us. We continue to present BTS as part of our overall business and results of operations and financial condition in this Annual Report on Form 20-F because, as of December 31, 2025 as well as the date of this report, we continue to own the BTS business.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this annual report, including statements regarding our future results of operations, financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as: “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions.
We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
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These forward-looking statements are subject to a number of known and unknown risks, uncertainties, other factors and assumptions, including the risks described in Item 3. Key Information—D. Risk Factors contained herein.
These risks are not exhaustive. Other sections of this annual report may include additional factors that could harm our business and financial performance. New risk factors may emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this annual report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. We undertake no obligation to update any forward-looking statements made in this annual report to reflect events or circumstances after the date of this annual report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this annual report. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
You should read this annual report and the documents that we reference in and have filed as exhibits to the annual report with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
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PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
Not applicable.
Not applicable.
Our business is subject to numerous risks and uncertainties that you should consider before investing in our securities. These risks are described more fully below and include, but are not limited to, risks relating to the following:
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Risks Related to Our Business
We will need to obtain funding to finance our growth and operations, which may not be available on acceptable terms, or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate certain operations, and we may be unable to adequately control our costs.
We require significant capital to develop and grow our business and expect to incur significant expenses, including those relating to acquisition of production equipment, facility expansion, research and development, property acquisition and maintenance, regulatory compliance, and sales as we scale our commercial operations and build and market our materials and offerings. We also expect our general and administrative costs to increase as we scale our operations. Our ability to generate operating cash flow and become profitable in the future will depend not only on our ability to successfully market our materials and offerings, but also to control our costs, and will require us to obtain additional funding.
We have applied for, received, and intend to continue to seek government support through grants, loans and tax or other incentives from federal and state governments in the U.S., and for our BTS business, provincial governments in Canada, and our ability to obtain and use funds from such programs, depends, among other things, on our ability to raise matching funding in a timely manner. For example, in the fourth quarter of 2023, we finalized our $100 million grant from the Office of Critical Minerals and Energy Innovation ("CMEI Office") of the U.S. Department of Energy ("DOE") to expand domestic production of high-performance, synthetic graphite anode materials at our Riverside facility in Chattanooga, Tennessee. To receive reimbursement under this grant, we are required to fund the applicable cost share. We also received a conditional loan commitment from the DOE through the EDF Advanced Technology Vehicles Manufacturing ("ATVM") program for a direct loan of up to $754.8 million to be applied towards partially financing a proposed new facility in Chattanooga. We would need to raise the remainder of eligible project costs (and fund non-eligible project costs) with equity. For a description of the DOE grant, the EDF loan and certain tax incentives we have received and applied for, see Item 4. Information on the Company— B. Business Overview — NOVONIX Anode Materials.
The application process for financial, tax and other support from the government is highly competitive, and we cannot predict whether we will ultimately be awarded or receive any additional grants, loans, including the EDF loan, or tax or other incentives. Our ability to obtain grants, loans or tax or other incentives from government entities in the future is subject to the availability of funds under applicable government programs, our ability to raise required cost-share and equity, approval of our applications to participate in such programs, achievement of milestones for funding, and ongoing compliance with various laws and regulations as described below.
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As of December 31, 2025, we had $79.9 million in cash, cash equivalents and short-term investments. We require significant additional capital to achieve our plans to expand our production capacity for our anode materials to meet our existing customer commitments and anticipated customer demand. Additional capital may not be available to us on acceptable terms, or at all, and will depend among other things on our creditworthiness and the capital markets. If we raise additional funds through collaboration and licensing arrangements with third parties, we may have to relinquish some rights to our technologies or our product candidates on terms that may not be favorable to us. Any additional capital-raising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our current and future product and service offerings or delay, reduce or altogether cease certain operations or future commercialization efforts. See also Item 3. Key Information — D. Risk Factors ("We have a history of financial losses and expect to incur significant expenses and continuing losses in the near future”), Item 5 Operating and Financial Review and Prospects—B. Liquidity and Capital Resources, and Item 18. Financial Statements.
We face significant challenges in our attempt to develop our materials to produce them at volumes with acceptable performance, yields and costs. The pace of development in materials science is often not predictable. We may encounter substantial delays or operational problems in the scale-up of our anode materials production or any eventual commercialization of our cathode materials technology.
Developing materials that meet the requirements for wide adoption by our potential customers is a difficult undertaking. We are still in the development stage for certain of our materials and face significant challenges in producing our materials to required specifications and at commercial volumes. Some of the development challenges that could prevent the successful scale up of production of our materials include changes in product performance from small to large scale production, challenges in deployment of mass production equipment, and inability to produce materials cost effectively at large volumes. If we are unable to cost efficiently design, manufacture, market, and sell our materials, our margins, profitability and prospects would be materially and adversely affected. We have only produced anode materials with our proprietary continuous induction graphitization furnace in recent years, and for our BTS business, we only produced cathode materials in lab and small pilot volumes. Any delay in the manufacturing scale-up of our anode materials, our ability to achieve our customers' desired product specifications or the progression of our cathode synthesis technology of our BTS business would negatively impact our business as it will delay revenue generation and negatively impact our customer relationships.
Our Riverside facility in Chattanooga Tennessee, is targeted to produce anode materials of up to 20,000 tonnes per annum (“tpa”). We utilize new proprietary furnace technology developed in collaboration with Harper International Corporation ("Harper"). We have installed furnace systems at our Riverside facility and are continuing the commissioning of those systems to meet our production targets. Our ability to produce at targeted capacity is largely dependent upon Harper manufacturing and supplying furnace systems on a schedule that meets our needs, our successful implementation of the same, and our ability to recruit and retain an increased number of skilled staff focused on plant design, engineering and operations. Our production timelines have recently been adjusted due to delays in receiving equipment from our vendors, ultimately affecting our installation and commissioning schedules. The target production capacity of our Riverside facility is planned to help us meet our volume commitments under our supply or offtake agreements.
While we have continued a phased expansion plan to meet expected market demand growth, our plan is contingent on the successful satisfaction of several factors, some of which are beyond our control. These factors include, among others, our ability to obtain funding on attractive terms to enable further expansion of our current production facilities and our ability to expand our production capacity through the construction of new production facilities, acquisition, installation and commissioning of new equipment, and business acquisitions, joint ventures and other inorganic means. Any or all of these expansion paths may involve many risks, any of which could materially harm our business, including the diversion of management’s attention from core business concerns, failure to effectively exploit acquired technologies, failure to successfully integrate acquired business or realize expected synergies or the loss of key employees from either our business or acquired businesses. If we are unable to execute on those expansion efforts for any reason, we may experience a delay in the manufacturing scale-up or the scale-up may not occur at all, which would result in the loss of customers and materially damage our business, prospects, financial condition, and operating results.
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The systems, equipment and processes we use in the production of our anode materials are complex, and we are subject to many operational risks that could substantially increase our costs, limit the operational performance of our anode materials operations, and adversely affect our business.
We rely heavily on complex systems, equipment and processes for our operations and the production of our synthetic graphite anode materials. We are commissioning our furnace systems to become qualified to operate at large-scale production. The work required to integrate our systems, equipment, and processes into the production of our anode materials is time-intensive and requires us to work closely with Harper and other third-party suppliers to ensure they work properly for our proprietary battery materials technology. This work has involved and will continue to involve a significant degree of uncertainty and risk and may result in a delay in the scaling up of anode materials production or result in additional, unforeseen production costs. Any delay in the scale-up of our production would negatively impact our business as it will delay time to revenue and negatively impact our customer relationships and agreements. Even if we complete the commissioning of our systems and achieve volume production of our anode materials, if the cost, performance characteristics or other specifications of the materials fall short of our targets or our customer requirements, our sales, product pricing and margins could be adversely affected.
Our failure to achieve existing or target customers' product specifications for our anode materials or otherwise engage target customers successfully and convert such contacts into meaningful orders in the future would have a material adverse effect on our business.
Our ability to achieve our customers' desired specifications for our anode materials is critical to our meeting existing customer obligations and gaining new customers. Volume commitments under our offtake agreements with Panasonic Energy and PowerCo depend on our ability to produce anode materials that meet their specific product specifications. Other potential customers require the successful completion of certain development work before they will enter into any binding offtake agreement. Our success, and our ability to increase revenue and operate profitably, also depends in part on our ability to identify target customers and convert such contacts into meaningful orders or expand on current customer relationships. In addition to new customers, our future success depends on whether our current customers are willing to continue using our materials and equipment as well as whether their product lines continue to incorporate our materials and equipment.
The satisfaction of quality standards and milestones of delivering mass production volume samples will be required for final qualification with battery manufacturers. There is no assurance that these conditions will ultimately be satisfied. However, if future production requirements, or similar production requirements with other potential customers, are not met, or the materials produced are not of acceptable quality, we may lose these customers and lose credibility with other domestic and international battery manufacturers and automotive OEMs, any of which could materially adversely affect our financial condition and results of operations.
Our research and development efforts aim to create materials and equipment that are on the cutting edge of technology, but competition in our industry is high. To secure acceptance of our materials and equipment, we must constantly develop and introduce materials and equipment that are cost-effective and with enhanced functionality and performance to meet evolving industry standards. If we are unable to meet our customers’ performance or volume requirements or industry specifications, or retain or convert target customers, our business, prospects, financial condition and operating results could be materially adversely affected.
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If we are unable to attract and retain key employees and qualified personnel, or labor shortages, turnover, or labor cost increase exist, our ability to compete or scale our manufacturing could be harmed.
Our success depends on our ability to attract and retain our executive officers, key employees and other highly skilled personnel, and our operations may be severely disrupted if we lose their services. As we build our operations and become better known, there is an increased risk that competitors or other companies will seek to recruit and hire our key personnel. The failure to attract, integrate, train, motivate and retain such key personnel could seriously harm our business and prospects.
In addition, we are highly dependent on the services of our senior technical and management personnel, including our executive officers, who would be difficult to replace. If any key personnel were to depart, we may not be able to successfully attract and retain senior leadership necessary to grow our business. We do not currently maintain “key person” life insurance on the lives of our executives or any of our employees. This lack of insurance means that we may not receive adequate compensation for the loss of the services of these individuals.
Similarly, challenging labor market conditions could create a qualified labor shortage. A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs, such as increased overtime or financial incentives to meet demand or increased wage rates to attract and retain employees, and could negatively affect our ability to scale up manufacturing for our materials, adequately train our employees, and meet our production targets.
If we do not satisfy the terms of our DOE grant, we may be unable to be reimbursed under or otherwise receive any or all of the funds or other benefits under the grant, may be required to return unused funds, and may be subject to claims or penalties, which would have a material adverse effect on our business.
As a result of the DOE grant, we are required to comply with a number of laws and regulations and terms and conditions of the grant, including the preparation and furnishing of financial reports and other records. Relevant requirements include certain accounting requirements and complying with the cost allowability principles; the U.S. National Environmental Policy Act and other environmental, health and safety requirements; prevailing wage requirements; compliance with export control laws and regulations; requirements to perform work in the U.S. unless DOE grants a waiver; preferences for American-made equipment and products; requirements to substantially manufacture in the U.S. products embodying or produced through the use of a new invention developed under the grant, unless such manufacture is not commercially feasible and DOE agrees to foreign manufacture; requirements to grant liens in favor of the U.S. government on property acquired or developed with grant funds and restrictions on the sale or disposition of such property; data management requirements and restrictions on disclosing sensitive information; affirmative action and pay transparency requirements; requirements for cyber- and technology security, including employment of security officers; requirements to pre-approve participation by foreign nationals in the project; and requirements to pass-down certain of such requirements to our subrecipients and subcontractors. If we are unable to meet these requirements, we may be unable to be reimbursed under or otherwise receive any or all of the funds under the grant, may be required to return unused funds, and may be subject to claims or penalties, including the loss of our eligibility for continued participation in the grant program and other government programs. Other grants and loans for which we have applied would impose similar and potentially additional requirements and, in each case, use of such government funding subjects us to increased inspection and monitoring. We expect that the DOE’s CMEI Office will, and the DOE’s Office of Inspector General may, review our compliance, and the adequacy of our practices for maintaining compliance. In the event of improper or illegal activities, or false or misleading statements in our applications or submissions to the government, we would be subject to possible civil and criminal penalties, sanctions, or suspension or debarment from multiple government programs. The associated costs and risks may have a material adverse effect on our business.
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We may not qualify for tax credits available to U.S. producers of graphite or otherwise realize any of the benefits of such tax credits due to a change in current tax law, our inability to satisfy the requirements for realizing such benefits or factors outside our control.
In 2024, we were selected to receive a $103 million tax credit under the Qualifying Advanced Energy Project Allocation Program (the “48C program”) to support production of critical battery materials from our Chattanooga, Tennessee production facility. The 48C program incentivizes clean energy property manufacturing and recycling, industrial decarbonization, and critical materials processing, refining, and recycling, and aims to foster the creation of high-quality jobs, curb industrial emissions, and bolster U.S. domestic production of vital clean-energy products and critical materials. Realization of the full amount of this tax credit is subject to satisfaction of the requirements set forth in Section 48C of the Internal Revenue Code of 1986 (as amended, the "Code") and operational and employment plans set out in the application to the Internal Revenue Service, including the certification and placed-in-service requirements under the 48C program. See Item 4. Information on the Company— B. Business Overview — NOVONIX Anode Materials.
Under current U.S. tax law, including regulations issued by the U.S. Department of Treasury and the Internal Revenue Service, the production of graphite, including synthetic graphite, remains eligible for the Advanced Manufacturing Production Tax Credit under Section 45X ("45X tax credits") of the Code. Enterprise South remains eligible for a potential 45X tax credit, which offers 10% of eligible production costs of critical minerals, including graphite, back to producers. However, while current eligibility is not impacted, these 45X tax credits phase down in 2031. There is also a risk that the treatment of synthetic graphite may be subject to change.
Our ability to receive any additional tax credits, satisfy the requirements for realizing 48C and other potentially available tax credits, and fully or partially utilize, monetize or otherwise benefit from these tax credits is subject to uncertainty and factors that we may not be able to control.
The unavailability, reduction or elimination of, or uncertainty regarding, government and economic incentives or subsidies available to us, end-users or OEMs could have a material adverse effect on our business, financial condition, operating results and prospects.
We believe that, currently, the availability of government incentives and subsidies available to end-users and OEMs is an important factor considered by customers when purchasing EVs, and that growth in the battery market will depend in part on the availability and amounts of these subsidies and incentives for EVs. Currently, government programs, including in China and Europe, favor the purchase of EVs, including through disincentives that discourage the use of gasoline-powered vehicles. Similar tax credits or exemptions may change in the future which would adversely impact our business and financial condition. For example, if government laws or programs incentivizing the growth of the EV market are further reduced or eliminated, or the available benefits thereunder are exhausted earlier than anticipated, demand for EVs may decrease and our anticipated sales of EV battery products could be adversely affected. In addition, OEM customers may delay taking delivery of our battery products if they believe that certain EV incentives will not be available at a later date, which may adversely affect our business, financial condition, operating results and prospects. Any further reduction or elimination of government and economic incentives or subsidies may result in the diminished competitiveness of the alternative fuel vehicle industry generally or EVs that use our batteries in particular.
Our reliance on certain limited or sole source suppliers subjects us to a number of risks.
Our anode materials business is dependent on our continued ability to source certain specialized systems, equipment, components and raw materials from a limited number of suppliers. Our ability to scale up our commercial production of synthetic graphite anode materials and meet our production targets depends on the successful and timely delivery, commissioning, operation and availability of, for example, the furnace systems developed in collaboration with and supplied by Harper. If the successful commissioning is delayed or the systems otherwise fail to perform as expected, we may be delayed or prevented from meeting our production targets or our obligations to customers under our offtake agreements, which would have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.
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We purchase certain of our systems, equipment, components and raw materials from limited sources of supply, and disruption of these sources could negatively affect our ability to produce materials. For example, we may source specialty petroleum needle coke, a key precursor to the synthetic graphite anode material we produce, from Phillips 66 or a select few other suppliers. Even where alternative sources of equipment, materials and components are available, the quality and cost of the alternative materials, regulatory and contractual requirements to qualify materials for use in our production, the time required to establish new relationships with reliable suppliers, and the time to potentially re-qualify products with customers could result in production delays and possible loss of sales. We have in the past and may continue to experience delays in acquiring equipment due to global supply chain issues as well as our dependence on single suppliers such as Harper. Our inability or delay in obtaining the systems, equipment components or raw materials needed for our business may harm our customer relationships or require us to find alternative supply sources at increased costs, which could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.
The battery technology market continues to evolve and is highly competitive.
The battery technology market in which we compete continues to evolve and is highly competitive. Certain energy storage technologies, such as lithium-ion battery technology, have been widely adopted, and current and future competitors may have greater resources than we do and may also be able to devote greater resources to the development of their current and future technologies. These competitors also may have greater access to customers and may be able to establish cooperative or strategic relationships among themselves or with third parties that may further enhance their resources and competitive positioning. In addition, lithium-ion battery manufacturers may continue to reduce cost and expand supply of conventional batteries and therefore negatively impact the ability for us to sell our materials, equipment and services at market-competitive prices and yet at sufficient margins.
Automotive OEMs are researching and investing in energy storage development and production. We expect competition in energy storage technology and EVs to intensify due to increased demand for these vehicles and a regulatory push for EVs, continuing globalization, and consolidation in the worldwide automotive industry. Developments in alternative technologies or improvements in energy storage technology made by competitors may materially adversely affect the sales, pricing and gross margins of our business. If a competing technology is developed that has superior operational or price performance, our business will be harmed. Similarly, if we fail to accurately predict and ensure that our technology can address customers’ changing needs or emerging technological trends, or if our customers fail to achieve the benefits expected from our materials, equipment and services, our business will be harmed.
We must continue to commit significant resources to develop our technologies in order to establish a competitive position, and these commitments will be made without knowing whether such investments will result in materials, equipment and services that potential customers will accept. There is no assurance we will successfully identify new customer requirements, develop and bring our materials, equipment and services to market on a timely basis, or that products and technologies developed by others will not render our materials, equipment and services obsolete or noncompetitive, any of which would adversely affect our business and operating results.
Customers will be less likely to purchase our materials, equipment and services if they are not convinced that our business will succeed in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed in the long term. Accordingly, in order to build and maintain our business, we must maintain confidence among current and future partners, customers, suppliers, analysts, ratings agencies and other parties in our long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our control, such as our limited operating history, size and financial resources relative to our competitors, market unfamiliarity with our materials, equipment and services, any delays in scaling manufacturing, delivery and service operations to meet demand, competition and uncertainty regarding the future of energy storage technologies and our eventual production and sales performance compared with market expectations.
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Our anode materials business is subject to fluctuating and potentially unfavorable market and other conditions for graphite.
Graphite is not a traded commodity like many base and precious metals, and its sales prices are generally not public. Sales agreements are typically negotiated on an individual and private basis with each potential customer. In addition, there are a limited number of producers of battery-grade graphite, most of whom are producers in China and may make it difficult for new market entrants by increasing their production capacity and lowering sales prices. Factors such as foreign currency fluctuation, supply and demand, industrial disruption and actual graphite market sale prices could have an adverse impact on our ability to sell our synthetic graphite anode materials profitably. If battery manufacturers use less graphite than expected, or if the demand for EV and energy storage grid batteries is less than anticipated, it could have a material adverse effect on the sales price, profitability and development strategy of our business.
The Company's ability to enter into offtake agreements and sell anode-grade graphite at an economic price may be impacted by subsidies and other governmental support measures provided by non-U.S. governments to non-U.S. anode-grade graphite producers. The U.S. Department of Commerce ("Commerce") has determined that the Chinese government is engaging in such activities and, in February 2026, announced a final decision that would impose anti-dumping and countervailing duties of at least 160% on anode-grade graphite imported to the U.S. from China. The International Trade Commission ("ITC") is expected to determine in March 2026 whether imports of anode-grade graphite from China have materially impeded the U.S. anode-grade graphite industry. If the ITC votes affirmatively, the 160% duties would be imposed on all anode-grade graphite imported from China. If the ITC votes negatively, no such duties would be imposed, allowing such graphite to be imported into the U.S., potentially at prices that may be below U.S. manufacturers' costs of production or otherwise at prices that we may not be able to match. China or other producers may seek to sell anode-grade graphite at low prices through third party countries, such as Indonesia and Morocco, including through transshipment or downstream processing arrangements. If the U.S. government does not take action (through a Commerce/ITC process or otherwise) to impose duties on such imports, our ability to sell graphite at an economic price could be materially and adversely affected.
Our future growth and success will depend on our ability to sell effectively to large customers.
Our current and potential customers are primarily battery manufacturers and automotive OEMs that tend to be large enterprises. Therefore, our future success will depend on our ability to effectively sell our materials, equipment and services to such large customers. Sales to these customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, (i) increased pricing power and leverage held by large customers in negotiating contractual arrangements with us, (ii) higher minimum volume requirements that we may be unable to meet, (iii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential customer that elects not to purchase our materials, equipment or services, and (iv) requirements that we meet customer standards for their suppliers, including those relating to environmental, social and governance protocols and ISO standards, that we may be unable to meet.
Purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers.
We depend, and expect to continue to depend, on a limited number of customers for a significant percentage of our revenue.
Our anode materials business is not yet generating revenue, and our plans to scale the business are dependent upon our collaborations with tier 1 customers such as Panasonic Energy and PowerCo resulting in sales of our anode materials to those parties. In addition, our ability to satisfy our commitments to such customers is dependent, among other things, on
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reaching the targeted production capacities at our Riverside facility and any other facilities we may build or otherwise develop.
Our Battery Technology Solutions ("BTS") business is currently our only business that is generating revenue, and BTS has generated most of its revenue from a limited number of customers. For the year ended December 31, 2025, the BTS had 2 customers, included in the consulting services revenue stream that accounted for approximately 11% and 11% of total revenues, respectively, and one major customer, included in the hardware sales revenue stream, that accounted for 8% of total revenue. For the year ended December 31, 2024, the BTS had two customers, included in consulting services revenue stream, that accounted for approximately 13% and 12% of total revenues, respectively. The Company announced on February 18, 2026, that it entered a binding term sheet for the proposed sale of its NOVONIX Battery Technology Solutions business. The proposed transaction represents a divestiture of the Company’s non-core business segment and aligns NOVONIX’s strategic focus to establish a vertically integrated synthetic graphite supply chain in North America. If the divesture is completed, the Company will have no revenue until it scales its anode material business.
In addition, a number of factors outside our control could cause the loss of, or reduction in, business or revenues from any customer, including, without limitation, pricing pressure from competitors, a change in a customer’s business strategy or financial condition, or change in market conditions. Our customers may also choose to pursue alternative technologies and develop alternative products in addition to, or in lieu of, our materials and equipment, either on their own or in collaboration with others, including our competitors. The loss of any major customer or key project, or a significant decrease in the volume of customer demand or the price at which we sell our materials and equipment to customers, could materially adversely affect our financial condition and results of operations.
See Item 3. Key Information — D. Risk Factors ("We face significant challenges in our attempt to develop our anode and cathode materials to produce them at volumes with acceptable performance, yields and costs. The pace of development in materials science is often not predictable. We may encounter substantial delays or operational problems in the scale-up of our anode materials production or any eventual commercialization of our cathode materials technology.").
Our commercial relationships are subject to various risks which could adversely affect our business and future prospects, including our ability to establish certain supply relationships.
Many of our commercial relationships are conditional, subject to supply performance, market conditions, quality assurance processes, audits of supplier processes or other agreed upon conditions. There can be no assurance that we will be able to satisfy these conditions. If we are unsuccessful in meeting the demand for high-quality materials and equipment, our business and prospects will be materially adversely affected.
In addition, our business partners may have economic, business or legal interests or goals that are inconsistent with our goals. Any disagreements with our business partners may impede our ability to maximize the benefits of any partnerships and slow the commercialization of materials and equipment. Our arrangements may require us, among other things, to pay certain costs or to make certain capital investments, for which we may not have the resources. In addition, if our business partners are unable or unwilling to meet their economic or other obligations under any business arrangements, our business and prospects will be materially adversely affected.
Further, as we expand our anode materials manufacturing capabilities, we will rely on third-party suppliers for components and materials. Any disruption or delay in the supply of components or materials by our key third-party suppliers or pricing volatility of such components or materials could temporarily disrupt research or production of our anode materials until an alternative supplier is able to supply the required material. In such circumstances, we may experience prolonged delays, which may materially and adversely affect our results of operations, financial condition and prospects.
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Our business and future growth depend substantially on the growth in demand for batteries for grid energy storage and electric vehicles.
The demand for our materials is directly related to the market demand for EVs and batteries for grid energy storage. However, the markets we have targeted may not achieve the level of growth we expect during the time frame projected. For example, the current U.S. presidential administration has indicated its agenda will focus on deregulation, particularly with respect to environmental and climate change-related regulations, which could be detrimental to companies like ours that are focused on sustainable energy. If markets fail to achieve our expected level of growth, we may have excess production capacity and may not be able to generate enough revenue to obtain profitability. If the market for EVs or batteries for grid energy storage does not develop at the rate or in the manner or to the extent that we expect, or if critical assumptions that we have made regarding the efficiency of our energy solutions are incorrect or incomplete, our business, prospects, financial condition and operating results could be harmed.
Our projected operating and financial results rely in large part upon assumptions and analyses we have developed. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our projected results.
Management's projected operating and financial results reflect current estimates of our future performance. Whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in our projections depends on a number of factors, many of which are outside our control, including, but not limited to the factors described throughout this annual report. Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our business, results of operations, and financial results.
We may not be able to accurately estimate the future supply and demand for our materials and equipment, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to accurately predict our manufacturing requirements or prices of components increase, we could incur additional costs or experience delays.
It is difficult to predict our future revenues and appropriately budget for our expenses, and our views as to industry trends that may emerge may prove false, which could affect our business. Currently, there is limited historical basis for making judgments on the demand for our materials or equipment, or our ability to develop, manufacture, and deliver our materials or equipment, or our profitability in the future. If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our materials or equipment and result in delays in shipments and revenues. In addition, lead times for materials that our suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each material at a given time. If we fail to order sufficient quantities of materials in a timely manner, the delivery of materials or equipment to our potential customers could be delayed, which would harm our business, financial condition and operating results.
Additionally, agreements for the purchase of certain components used in the manufacture of our materials and equipment may contain pricing provisions that are subject to adjustment based on changes in market prices of key components. Substantial increases in the prices for such components would increase our operating costs and could reduce our margins if we cannot recoup the increased costs. Any attempts to increase the announced or expected prices of our materials and equipment in response to increased costs of components could be viewed negatively by our potential customers and could adversely affect our business, prospects, financial condition or operating results.
We have a history of financial losses and expect to incur significant expenses and continuing losses in the near future.
We incurred net losses of $84.5 million, $74.8 million, and $46.2 million for the years ended December 31, 2025, 2024, and 2023, respectively, and net operating cash outflows of $41.2 million $40.4 million, and $36.2 million for the years ended December 31, 2025, 2024, and 2023 respectively. At December 31, 2025 and 2024, we had a cash balance of $79.9 million and $42.6 million, respectively, and net current assets of $3.9 million and $11.1 million, respectively.
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We expect our expenses to increase in connection with our ongoing activities, particularly as we continue to purchase additional production equipment associated with the manufacture of synthetic graphite. For example, in July 2021, we purchased commercial land and buildings in Chattanooga, USA for $42.6 million to expand our anode materials business and concurrently entered into a loan facility with DBR Investments Co. Limited for $30.1 million with an interest rate of 4.09%. The loan was fully drawn down as of December 31, 2025. The total liability at December 31, 2025 is $26.9 million. In addition, we expect to incur significant commercialization expenses related to sales and marketing to the extent that such sales and marketing are not the responsibility of any future customers. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses, impact our ability to repay our debt (including our $30 million principal amount of unsecured convertible notes issued to LGES) and require future capital raises to maintain the business. These conditions give rise to a material uncertainty that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) as to our ability to continue as a going concern. If we were not able to continue as a going concern, or if there were continued doubt about our ability to do so, the value of your investment would be materially and adversely affected.
See Item 3. Key Information — D. Risk Factors ("We have incurred and will continue to incur significant, increased costs as a result of operating as a company with ADSs that are publicly traded in the United States, and will incur increased costs as a result of becoming a recipient of United States government funding and incentives, and our management will be required to devote substantial time to new compliance initiatives.").
Phillips 66 has certain rights as a shareholder that are not equal to those of other shareholders.
In 2021, we consummated a transaction with Phillips 66 pursuant to which Phillips 66 purchased 77,962,578 ordinary shares of NOVONIX for a total purchase price of $150 million, and in 2025, Phillips 66 purchased an additional 12,771,392 ordinary shares as part of a private placement, and in 2025, received an additional 197,293 shares as part of S Vaidyanathan’s non-executive Director remuneration. As of December 31, 2025, Phillips 66 beneficially owned approximately 11% of our ordinary shares (based on the number of our ordinary shares outstanding as of that date). Pursuant to the terms of our 2021 subscription agreement, Phillips 66 has the right to nominate one director to our Board of Directors (the “Board of Directors” or the “Board”) and certain rights to be notified of, and participate in, issuances of shares by the Company (other than distributions of shares to the Company’s shareholders on a pro rata basis). The
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interests of Phillips 66 may differ from our interests or those of our other shareholders, and it may not exercise its voting power in a manner favorable to our other shareholders.
Global political, economic and financial conditions (as well as the indirect effects flowing therefrom) could negatively affect our business, results of operations, and financial condition.
In recent times, global political, economic and financial conditions have negatively affected businesses across a range of industries, including the energy storage industry. In addition, there are currently political and trade tensions among a number of the world’s major economies, which have resulted in the implementation of tariff and non-tariff trade barriers, including the use of export control restrictions against certain countries and individual companies. The U.S. is the largest export destination for our battery testing equipment. See Item 5. Operating and Financial Review and Prospects. Implementation, prolongation or expansion of such trade barriers may result in a decrease in the growth of the global economy and the battery industry, and could cause turmoil in global markets that may result in declines in sales from which we generate our income through our materials, technologies and services.
Any future systemic political, economic or financial crisis or market volatility, including but not limited to, interest rate fluctuation, inflation or deflation and changes in economic, fiscal and monetary policies and changes in government and election results in major economies, could cause revenue or profits for the battery industry, or our access to external financing as a whole to decline dramatically.
Our systems and data may be subject to disruptions or other security incidents, and we may face alleged violations of laws, regulations, or other obligations relating to handling our employees' personal data or confidential data of our customers and other business partners that could result in liability and adversely impact our reputation and future sales.
Our ability to conduct our business and operations depends on the continued operation of information technology and communications systems. Systems used in our business, including data centers and other information technology systems, are vulnerable to damage or interruption. Such systems could also be subject to break-ins, cyber-attacks, sabotage and intentional acts of vandalism, as well as disruptions and security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by employees, service providers, or others. Our proprietary process technology is unique and may make us a target for cyber attackers. We are also at risk for interruptions, outages and breaches of: (a) operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers and (b) facility security systems, owned by us or our third-party vendors or suppliers. A cyber incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors). Several factors, including advances in technology, could result in a compromise or breach of the systems used in our business or of security measures used in our business to protect confidential information, personal information, and other data. The techniques used by cyber attackers change frequently and cybersecurity incidents could be difficult to detect. Although we maintain information technology measures designed to protect ourselves against intellectual property theft, data breaches and other cybersecurity incidents, such measures will require updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of these systems requires significant management time, support and cost, and these systems may be insufficient to prevent significant data breaches.
Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our materials and equipment, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. We cannot be sure that these systems upon which we rely, including those of our third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify
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our financial results. Moreover, our proprietary information or intellectual property could be compromised or misappropriated and our reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions.
Our operations are subject to significant risk of safety incidents, which could result in harm to our workers, damage to our property and delays in our production that would adversely affect our business.
Our operations pose a number of safety risks, any of which could result in the personal injury or death of our workers, fire or explosion, and damage to machinery, materials and equipment. For example, our manufacturing operations utilize furnaces and equipment heated to extremely high temperatures, for which our existing safety measures, including policies and procedures in place to protect against health and safety incidents or damage to our facility and equipment in the event of a fire or other incident, might not prevent serious injury or death or significant property damage. Consequences of safety incidents may include significant delays or fluctuations in production, increased maintenance and other operating costs, environmental damage, litigation, regulatory action, increased insurance premiums, mandates to halt production, workers’ compensation claims, and other liabilities, any of which could materially adversely impact our business, including our results of operations, cash flows, financial condition and prospects, reputation, and ability to operate and finance our business.
From time to time, we may be involved in litigation, including product liability or third-party intellectual property claims, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and consolidated financial position.
We may be involved in a variety of litigation, regulatory actions or government investigations and inquiries and commercial or contractual disputes that, from time to time, are significant and could impact our financial condition. In addition, from time to time, we may also be involved in legal proceedings arising in the normal course of business including commercial or contractual disputes, product liability claims warranty claims and other disputes with potential customers and suppliers; intellectual property matters; personal injury claims; environmental, health and safety issues; tax matters; and employment matters. From time to time, such legal proceedings may be commenced by a significant customer, which may damage our relationship with such customer. Our significant customers generally are larger enterprises and may be able to or choose to devote greater resources to such legal proceedings. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material. Such claims may also negatively affect our reputation.
Moreover, we cannot guarantee that the technology and processes related to our materials and equipment, or our commercialization thereof, do not and will not infringe or otherwise violate any third party’s intellectual property. Companies, organizations or individuals, including our current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop or sell our products or processes, which could make it more difficult for us to operate our business. From time to time, we may receive inquiries from holders of such proprietary rights inquiring whether we are infringing or violating their proprietary rights and/or seek court declarations that they do not infringe upon, misappropriate or otherwise violate our intellectual property rights or challenging our ownership or the validity or enforceability of our intellectual property rights.
Similarly, third parties may infringe our patents or misappropriate or otherwise violate our intellectual property rights. In the future, we may initiate legal proceedings to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity or scope of intellectual property rights we own or control. Also, third parties may initiate legal proceedings or counterclaims against us to challenge the validity or scope of intellectual property rights we own, control or to which we have rights. These proceedings can be expensive and time-consuming and many of our adversaries in these proceedings may have the ability to dedicate substantially greater resources to prosecuting these legal actions than we can. An adverse result in any litigation proceeding could put one or more of our patents at risk of
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being invalidated, narrowed, held unenforceable or interpreted in such a manner that would not preclude third parties from entering the market with competing products.
See also Item 3. Key Information — D. Risk Factors (“—We may become involved in lawsuits or other proceedings to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful and have a negative effect on the success of our business.”).
From time to time we may enter into negotiations for acquisitions, dispositions, partnerships, joint ventures, collaborative research agreements, or investments that are not ultimately consummated or, if consummated, may not be successful.
From time to time we may consider acquisitions, dispositions, partnerships, joint ventures, collaborative research agreements, or investments that we believe may allow us to implement our growth strategy. Our transactions with and investments in other companies are inherently risky and could disrupt our ongoing businesses. We may fail to consummate an agreement on favorable terms or achieve the goals of such an agreement.
See Item 5 Operating and Financial Review and Prospects—A. Operating Results - Components of the Results of Our Operations - Results of Operations for the Years Ended December 31, 2025, and 2024 - Loss on equity investment securities at fair value through profit or loss.
We cannot forecast the number, timing or size of any future strategic transactions, or the effect that any such transactions might have on our operating or financial results. We may not be able to successfully identify future opportunities or complete any such transactions if we cannot reach agreement on commercially favorable terms, if we lack sufficient resources to finance the transaction on our own and cannot obtain financing at a reasonable cost or if regulatory authorities prevent such transactions from being completed. Management resources may also be diverted from operating our existing businesses to focusing on such opportunities, and we may also incur substantial out-of-pocket costs. Moreover, any such transaction may not be viewed favorably by investors or other stakeholders.
Our facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events.
Our facilities or operations could be adversely affected by events, conditions and circumstances outside of our control, such as natural disasters, wars, health epidemics, and other calamities. We cannot assure you that our backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide services or manufacture materials or equipment. Any disruptions or other adverse events, whether within or beyond our control, at any of our facilities or in their surrounding areas could have a particularly significant impact on our business performance and financial results.
Moreover, our facilities located in Chattanooga, Tennessee, currently account for 100% of the production of our anode materials, and our facility in Bedford, Nova Scotia, currently accounts for 100% of the production of our battery testing equipment. As a result, any disruptions or other adverse events, whether within or beyond our control, at those facilities or in the surrounding area could have a particularly significant impact on our business performance and financial results.
In addition, while the long-term effects of climate change on the global economy are unclear, we recognize that there are inherent climate-related risks wherever business is conducted. Any of our locations may be vulnerable to the adverse effects of climate change. Our facilities have historically been, and may continue to be, subject to physical climate change risks, including heavy rainfall and flooding in Chattanooga, Tennessee, and wildfires in Halifax, Nova Scotia. Climate-related events, including the increasing frequency of extreme weather events and their impact on critical infrastructure in the United States and elsewhere, have the potential to disrupt our business and/or our third-party service providers or
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partners, and may cause us to experience higher attrition, losses and additional costs to maintain and resume operations. Transitional climate change risks may subject us to increased regulations, reporting requirements, standards or expectations regarding the environmental impacts of our business, and untimely or inaccurate disclosure could adversely affect our reputation, business or financial performance.
Issues relating to the use of new and evolving technologies, such as Artificial Intelligence (“AI”), in our business could adversely affect our business and operating results.
Issues relating to the use of new and rapidly evolving technologies such as AI in our business may result in reputational harm, competitive harm, legal liability or litigation, or new or enhanced governmental or regulatory scrutiny, ethical concerns, compliance issues, or security risks, and may cause us to incur additional costs to resolve such issues. We are increasingly building AI into our business, such as, in our battery testing services and our technology collaborations with business partners in our BTS division. As with many innovations, AI presents risks and challenges that could affect its adoption and use, and therefore our business. Further, market demand and acceptance of AI technologies are uncertain. Additionally, the regulatory landscape surrounding traditional AI and generative AI is evolving, and the expanded use of these technologies may become subject to regulatory scrutiny under new or existing laws. For instance, the intellectual property and ownership rights associated with both forms of artificial intelligence have not been fully addressed by courts in the U.S. or in other jurisdictions that we operate in. Failure to comply with the applicable AI-related regulations could result in fines, penalties, litigation, or restrictions on our business operations. These outcomes may adversely affect our business and operating results.
Terrorist activity, acts of war and political instability around the world could adversely impact our business.
Terrorist attacks, acts of war and other hostilities, political instability, civil unrest, and other security threats, and the national and international responses to the same, have created many economic and political uncertainties and could adversely affect our business and results of operations in ways that we cannot presently predict. Such events could adversely affect global and regional economies and financial markets in general, which could result in an economic downturn that could adversely affect our operations and ability to finance our operations. Given the uncertainties relating to the Israel-Hamas war and the related Houthi attacks on commercial shipping vessels in the Red Sea and Suez Canal, and Russia's invasion of Ukraine and the international response to these conflicts, including the duration or expansion of the conflicts, as well as other current or future geopolitical tensions, we cannot predict the impact that these or other conflicts may have on our future business. U.S. and foreign government-imposed sanctions and export restrictions, as well as escalating hostilities that threaten transportation routes, or other critical infrastructure, could adversely affect our business partners, suppliers or customers located in or doing business with Russia or in the Middle East or in other regions experiencing geopolitical instability, including as the result of supply disruptions or inability to ship or collect payments for their products. These impacts on our business partners, suppliers and customers, in turn, could negatively affect demand for our products and services and increase our operating costs, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and prospects. In some cases, we are not insured for losses and interruptions caused by terrorist acts and acts of war or certain other hostile events.
Risks Related to Regulatory Matters
We are subject to substantial regulation, and unfavorable changes to, or our failure to comply with, these regulations could substantially harm our business and operating results.
Our materials, and the purchasers of our materials, are regulated under international, federal, state and local laws, including export control laws. We expect to incur significant costs in complying with these regulations. Regulations related to our Company and the battery and EV industries and alternative energy are currently evolving and we face risks associated with changes to these regulations, particularly in light of the recent government changes and election results in the U.S.
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To the extent the laws change, our materials and equipment may not comply with applicable international, federal, state or local laws, which would have an adverse effect on our business. Compliance with changing regulations could be burdensome, time consuming, and expensive. To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely affected.
Internationally, there may be laws in jurisdictions we have not yet entered or laws we are unaware of in jurisdictions we have entered that may restrict our sales or other business practices. The laws in this area can be complex and difficult to interpret and may change over time. Continued regulatory limitations and other obstacles that may interfere with our ability to commercialize our materials and equipment could have a negative and material impact on our business, prospects, financial condition and results of operations.
We are subject to environmental, health and safety requirements which could adversely affect our business, results of operation and reputation.
Our facilities and operations are subject to numerous environmental, health and safety (“EHS”) laws and regulations, which require significant capital investment on an ongoing basis. These laws and regulations regulate, among other things, the discharge of materials into the environment, air emissions, the handling and disposal of wastes, remediation of contaminated sites and other matters relating to worker and consumer health and safety, and to the protection of the environment. Non-compliance with applicable EHS laws could give rise to liability, including the potential for civil or criminal fines or penalties, unforeseen capital expenditures or other legal liability. In addition, EHS laws or their enforcement may change or become more stringent over time, which could increase our operating costs, subject us to additional liabilities and cause delays in our processes. We may also face liability for the remediation of contaminated sites, including at third-party contaminated sites where we or our predecessors in interest have sent waste for treatment or disposal. Remediation liability may be imposed without regard to whether we knew of, or caused, the release of such regulated substances. In addition, under environmental laws, we may be liable for the entire cost to remediate a contaminated site, even where multiple parties contributed to the contamination.
In addition, our supply-chain and manufacturing processes rely on the use of fossil fuels for product materials and energy consumption. Changes in rules and regulations (e.g., greenhouse gas regulations, air emission compliance requirements) applicable to us or entities in our supply chain or stricter scrutiny of our sustainability performance by various stakeholders could require us to make changes to our operations, which could increase our operating costs, cause delays or otherwise have an adverse impact on our business.
We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.
We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, the Australian Criminal Code Act 1995 (“Criminal Code”), the Australian Anti-Money Laundering and Counter Terrorism Financing Act 2006, and other anti-corruption laws and regulations. The FCPA, the U.K. Bribery Act 2010, and the Criminal Code prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value, or providing benefit to a “foreign official”, or (under the Criminal Code) another person with the intention this will benefit a “foreign public official”, for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. The U.K. Bribery Act also prohibits non-governmental “commercial” bribery and soliciting or accepting bribes. Our policies and procedures that are designed to comply with these laws may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.
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Non-compliance with anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, results of operations, financial condition and reputation. In addition, changes in these laws in the future could adversely impact our business. See also Item 3. Key Information — D. Risk Factors ("Any global political, economic and financial crisis (as well as the indirect effects flowing therefrom) could negatively affect our business, results of operations, and financial condition.”).
Risks Relating to Intellectual Property
Our success depends upon our ability to obtain and maintain intellectual property protection for our materials and technologies.
Our success will depend in significant part on our ability to establish and maintain adequate protection of our owned intellectual property, and the ability to commercialize materials and equipment resulting therefrom, without infringing the intellectual property rights of others. We rely upon a combination of the intellectual property protections afforded by patent, trade secret and other intellectual property laws in the United States, Canada, and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in our proprietary technologies.
In addition to patent protection, we rely substantially on trade secrets, including unpatented know-how, technology and other proprietary materials and information, to maintain our competitive position. We seek to protect our intellectual property, in part, by requiring employees and consultants to waive or assign their intellectual property rights to us and by protecting our trade secrets by entering into confidentiality or non-disclosure agreements with our employees, consultants, business partners and other third parties. While it is our policy to enter into such agreements, these steps may be inadequate as we may fail to enter into agreements with all necessary parties, the waivers or assignments of intellectual property rights may not be self-executing or any of these parties may breach the agreements, and there may be no adequate remedy available for such breach of an agreement. We may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Such claims could harm our business, financial condition, results of operations and prospects.
Despite our efforts to protect our proprietary rights, third parties may nevertheless attempt to copy or otherwise obtain and use our intellectual property. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent infringement, misappropriation, or violation of our intellectual property rights may not be sufficient. Enforcing a claim that a party infringed intellectual property or misappropriated a trade secret is difficult, expensive and time consuming, and the outcome is unpredictable. In addition, some courts both within and outside the United States may be less willing, or unwilling, to protect trade secrets or other intellectual property. Moreover, if a competitor lawfully obtained, reverse engineered or independently developed any technology or information that we protect as trade secret, we would have no right to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position. Our inability to prevent unauthorized use of our intellectual property could harm our business and competitive position.
Furthermore, our owned and in-licensed intellectual property rights may be subject to a reservation of rights by one or more third parties. In some instances, when new technologies are developed with government funding (and in particular, the U.S. government), the government may obtain certain rights in any resulting patents, including a non-exclusive license authorizing the government to use the invention or to have others use the invention on its behalf. These rights may permit the government to disclose our confidential information to third parties and to exercise march-in rights to use or allow third parties to use our licensed technology. For example, the United States federal government retains such rights in inventions produced with its financial assistance under the Bayh-Dole Act. The government can exercise its march-in rights if it determines that action is necessary because we fail to achieve practical application of the government-funded technology, because action is necessary to alleviate health or safety needs, to meet requirements of federal regulations, or to give preference to U.S. industry. Further, the Draft Interagency Guidance Framework for Considering the Exercise of
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March-In Rights released by the U.S. Department of Commerce’s National Institute of Standards and Technology on December 7, 2023 proposes to expand the U.S. government’s “march-in” authority under the Bayh-Dole Act. In November 2023, we reached agreement on the terms of a grant from the CMEI Office of the DOE and we have begun to use those funds to purchase equipment and facility infrastructure to expand Riverside’s production capacity to 20,000 tonnes per annum. As a result of these laws and the U.S. Competitiveness Provisions that are part of the terms of our grant, our rights in certain inventions may be subject to certain requirements to manufacture products embodying such inventions in the United States. An exercise by the government of such rights or by any third party of its reserved rights could harm our competitive position, business, financial condition, results of operations and prospects.
We may be unable to obtain intellectual property rights or our patent applications may not result in issued patents or our patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on our ability to prevent others from interfering with our commercialization of our products.
We have rights to eight issued patents and fourteen active families of patent applications. We intend to continue to apply for patents with claims covering our technologies and processes, when and where we deem it appropriate to do so. We have filed patent applications in the United States, Canada and in certain non-U.S. jurisdictions to obtain patent rights to inventions we have developed, with claims directed to compositions of matter, methods of use and other technologies relating to our programs, including battery applications. There can be no assurance that any of these applications will result in patents being issued. Conversely, we may choose not to file a patent application in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such trade secrets or know-how. In addition, there can be no assurance that any of our current and future patents will effectively protect our technologies and processes or be sufficiently broad to effectively prevent others from commercializing competitive technologies, processes and products. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing or in some cases not at all. Therefore, we cannot be certain that we or our current or future collaborators were the first to make the inventions claimed in our owned patent or pending patent applications, or that we or our current or future collaborators were the first to file for patent protection of such inventions. For a description of our patent portfolio, see Item 4. Information on the Company— B. Business Overview — Intellectual Property.
The patent prosecution process is expensive and time-consuming, and we and our current or future collaborators may not be able to prepare, file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Filing, prosecuting, enforcing and defending patents in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States may be less extensive than those in the United States. The requirements for patentability differ and certain countries have heightened requirements for patentability, requiring more disclosure in the patent application. We may also have limited remedies if patents are infringed or if we are compelled to grant a license to a third party, like in countries that limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. Accordingly, our efforts to enforce intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we own or license.
It is also possible that we or our current or future collaborators will fail to identify patentable aspects of inventions made in the course of development and commercialization activities before it is too late to obtain patent protection for them. Moreover, in some circumstances, we may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain or enforce the patents, covering technology that we license to third parties and may be reliant on our current or future collaborators to perform these activities, which means that these patent applications may not be prosecuted, and these patents enforced, in a manner consistent with the best interests of our business. If our current or future collaborators fail to establish, maintain, protect or enforce such patents and other intellectual property rights, such rights may be reduced or eliminated. If our current or future collaborators are not fully cooperative or disagree with us as to the prosecution, maintenance or enforcement of any patent rights, such patent rights could be compromised.
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Changes in patent law could diminish the value of patents in general, thereby impairing our ability to protect our technologies and processes.
Our success is dependent on intellectual property rights, including patents. Obtaining and enforcing patents involves technological and legal complexity, and obtaining and enforcing patents is costly, time-consuming and inherently uncertain. The U.S. Supreme Court in recent years has issued rulings either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations or ruling that certain subject matter is not eligible for patent protection. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by Congress, the federal courts, the USPTO and equivalent bodies in non-U.S. jurisdictions, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patent and patents we may obtain in the future.
Patent reform laws, such as the Leahy-Smith America Invents Act, as well as changes in how patent laws are interpreted, could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.
We may be unable to obtain third-party intellectual property rights or technology necessary to develop and commercialize our materials and equipment.
The patent landscape around our programs is complex, and there may be one or more third-party patents and patent applications containing subject matter that might be relevant to our programs. Depending on what claims may ultimately issue from these patent applications, and how courts construe the issued patent claims, as well as depending on the ultimate method of use of our processes, we may need to obtain a license to practice the technology claimed in such patents. There can be no assurance that such licenses will be available to us on commercially reasonable terms, or at all. If a third party does not offer us a necessary license or offers a license only on terms that are unattractive or unacceptable to us, we might be unable to develop and commercialize one or more of our programs, which would harm our business, financial condition and results of operations. Moreover, even if we obtain licenses to such intellectual property, but subsequently fail to meet our obligations under the relevant license agreements, or such license agreements are terminated for any other reasons, we may lose our rights to the technologies licensed under those agreements.
Risks Related to the ADSs
An active U.S. trading market may not be sustained.
While our ordinary shares have been listed on the Australian Securities Exchange, or the ASX, since December 2015, and trading on the OTCQX Best Market from September 2020 until December 2023, there was no public market on a U.S. national securities exchange for our ordinary shares until we listed our ADSs on Nasdaq in January 2022. There can be no assurance that an active trading market for the ADSs will be sustained. In the absence of an active trading market for the ADSs, investors may not be able to sell their ADSs.
The trading price and volume of the ADSs may be volatile, and purchasers of the ADSs could incur substantial losses.
The price and trading volumes of our ordinary shares and ADSs may be significantly affected by many factors, including:
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In addition, equity markets generally have experienced, and may in the future experience, extreme price and volume fluctuations, and often these movements do not reflect the operational and financial performance of the listed companies concerned. In particular, share prices of companies in the battery industry have been highly volatile in the past and may continue to be highly volatile in the future. Our operations currently focus on battery materials, technology and services. Therefore, we are especially vulnerable to these factors to the extent that they continue to affect the battery industry. Fluctuations in the share markets in Australia and the United States, as well as macroeconomic conditions, could significantly affect the price of the ADSs. As a result of this volatility, investors may not be able to sell their ADSs at or above the price originally paid for the security.
These and other market and industry factors may cause the market price and demand for the ADSs to fluctuate, regardless of our actual operating performance, which may limit or prevent investors from readily selling their ADSs and may otherwise negatively affect the liquidity of the trading market for the ADSs.
Future sales of our ordinary shares or ADSs or the anticipation of future sales could reduce the market price of our ordinary shares or ADSs.
We have raised capital through equity and convertible securities issuances in recent years. The issuance of additional ordinary shares or ADSs upon conversion of outstanding convertible securities, or future equity financings, could result in dilution to existing shareholders. Sales of a substantial number of our ordinary shares or ADSs in the public market, or the perception that such sales may occur, could adversely affect the market price of our securities. As of the date of this annual report, we have outstanding convertible securities that may be convertible into a significant number of ordinary shares, which could increase the number of shares available for sale. See Item 7. Major Shareholders and Related Party Transactions, and Item 10.C – Material Contracts.
The ordinary shares subject to subscription under outstanding options and performance rights exercisable for ordinary shares could become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. Sales of a large number of ordinary shares in the public market could depress the market price of the ADSs. If these additional ordinary shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of the ordinary shares and ADSs could decline substantially, which could impair our ability to raise additional capital through the issuance of ordinary shares, ADSs or other securities in the future, and may cause you to lose part or all of your investment.
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If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable reports about our business, the price of the ADSs and their trading volume could decline.
The trading market for the ADSs depends in part on the research and reports that securities or industry analysts publish about us or our business. If additional securities or industry analysts do not cover our Company, the trading price for the ADSs could be negatively impacted. If one or more of the analysts who covers us downgrades our equity securities or publishes incorrect or unfavorable research about our business, the price of the ADSs would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, or downgrades our securities, demand for the ADSs could decrease, which could cause the price of the ADSs or their trading volume to decline.
We do not currently intend to pay dividends on our securities and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of the ADSs.
We have not declared or paid any cash dividends on our ordinary shares since our listing on the ASX and do not currently intend to do so for the foreseeable future.
We currently intend to invest our future earnings, if any, to fund our operations and growth. Therefore, you are not likely to receive any dividends on your ADSs for the foreseeable future and the success of an investment in the ADSs will depend upon any future appreciation in its value. Consequently, investors may need to sell all or part of their holdings of the ADSs after price appreciation, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee that the ADSs will appreciate in value or even maintain the price at which you have purchased them. Investors seeking cash dividends should consider not purchasing the ADSs.
While we do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future, if such a dividend is declared, the depositary for the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of our ordinary shares your ADSs represent. However, in accordance with the limitations set forth in the deposit agreement, it may be unlawful or impractical to make a distribution available to holders of ADSs. We have no obligation to take any other action to permit the distribution of the ADSs, ordinary shares, rights or anything else to holders of the ADSs. This means that you may not receive the distributions we make on our ordinary shares or any value from them if it is unlawful or impractical to make them available to you. These restrictions may negatively impact the value of your ADSs. In addition, exchange rate fluctuations may affect the amount of Australian dollars that we are able to distribute, and the amount in U.S. dollars that our shareholders receive upon the payment of cash dividends or other distributions we declare and pay in Australian dollars, if any. These factors could harm the value of the ADSs, and, in turn, the U.S. dollar proceeds that holders receive from the sale of the ADSs.
The dual listing of our ordinary shares and the ADSs may negatively impact the liquidity and value of the ADSs.
Since the listing of the ADSs on Nasdaq, our ordinary shares have continued to be listed on the ASX. We cannot predict the effect of this dual listing on the value of our ordinary shares and ADSs. However, the dual listing of our ordinary shares and the ADSs may dilute the liquidity of these securities in one or both markets and may negatively impact the development of an active trading market for the ADSs in the United States. The price of the ADSs could also be negatively impacted by trading in our ordinary shares on the ASX.
U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management and the experts named in this annual report.
Certain members of our senior management and Board of Directors named in this annual report are non-residents of the United States, and a substantial portion of the assets of such persons are located outside the United States. As a result, it may be impracticable to serve process on such persons in the United States or to enforce judgments obtained in U.S. courts against them based on civil liability provisions of the securities laws of the United States. Even if you are successful in bringing such an action, there is doubt as to whether Australian courts would enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards
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of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Australia or elsewhere outside the United States. An award for monetary damages under U.S. securities laws would be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in Australia will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and Australia do not currently have a treaty or statute providing for recognition and enforcement of the judgments of the other country (other than arbitration awards) in civil and commercial matters.
As a result, our public shareholders may have more difficulty in protecting their interests through actions against us, our management or our directors than would shareholders of a corporation incorporated in a jurisdiction in the United States. In addition, as a company incorporated in Australia, the provisions of the Corporations Act 2001 (Cth), or the "Corporations Act," regulate the circumstances in which shareholder derivative actions may be commenced, which may be different, and in many ways less permissive, than for companies incorporated in the United States.
Australian takeover laws may discourage takeover offers being made for us or may discourage the acquisition of a significant position in our ordinary shares or ADSs.
We are incorporated in Australia and are subject to the takeover laws of Australia. Subject to a range of exceptions, the takeover provisions in the Corporations Act prohibit the acquisition of a direct or indirect interest in our issued voting shares if the acquisition of that interest will lead to a person’s voting power in us increasing from 20% or below to more than 20%, or increasing from a starting point that is above 20% and below 90%. Australian takeover laws may discourage takeover offers being made for us or may discourage the acquisition of a significant position in our ordinary shares. This may have the ancillary effect of entrenching our Board of Directors and may deprive or limit our shareholders’ opportunity to sell their ordinary shares.
Holders of ADSs will not be directly holding our ordinary shares and your right to participate in any future preferential rights offering, or vote your shares, may be limited.
A holder of ADSs will not be treated as one of our shareholders and will not have direct shareholder rights, unless they surrender the ADSs to receive the ordinary shares underlying their ADSs in accordance with the deposit agreement and applicable laws and regulations. The depositary, through the custodian or the custodian’s nominee, will be the holder of the ordinary shares underlying ADSs. See Item 12. Description of Securities Other Than Equity Securities – American Depositary Shares.
The deposit agreement provides that the depositary will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act of 1933, as amended (the "Securities Act"), or exempted from registration under the Securities Act. If we offer holders of our ordinary shares the option to receive dividends in either cash or shares, under the deposit agreement the depositary may require satisfactory assurances from us that extending the offer to holders of ADSs does not require registration of any securities under the Securities Act before making the option available to holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in shares and may experience dilution in their holdings.
Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by the ADSs only in accordance with the provisions of the deposit agreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our ordinary shares, the depositary will fix a record date for the determination of ADS holders who shall be entitled to give instructions for the exercise of voting rights.
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You may instruct the depositary to vote the ordinary shares underlying your ADSs. Otherwise, you will not be able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you may not know about the meeting far enough in advance to withdraw those ordinary shares in time to vote them yourself. If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrange to deliver our voting materials to you and will try to vote ordinary shares as you instruct. We cannot guarantee that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares or to withdraw your ordinary shares so that you can vote them yourself.
You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of your ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason subject to your right to surrender your ADSs and receive the underlying ordinary shares. Temporary delays in the surrendering of your ADSs and receipt of the underlying ordinary shares may arise because the depositary has closed its transfer books or we have closed our transfer books, the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting or we are paying a dividend on our ordinary shares. In addition, you may not be able to surrender your ADSs and receive the underlying ordinary shares when you owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities. See Item 12. Description of Securities Other Than Equity Securities – American Depositary Shares.
ADS holders’ rights to pursue claims are limited by the terms of the deposit agreement.
The deposit agreement provides that holders and beneficial owners of ADSs, including those holders and owners who acquired ADSs in secondary transactions, irrevocably waive the right to a trial by jury in any legal proceeding arising out of or relating to the deposit agreement or the ADSs, including in respect of claims under U.S. federal securities laws, against us or the depositary to the fullest extent permitted by applicable law. If this jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the deposit agreement with a jury trial.
No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any provision of the applicable U.S. federal securities laws. If you or any other holder or beneficial owner of ADSs brings a claim against us or the depositary in connection with such matters, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.
We and the depositary are entitled to amend the deposit agreement and to change the rights of ADS holders under the terms of such agreement, and we may terminate the deposit agreement, without the prior consent of the ADS holders.
We and the depositary are entitled to amend the deposit agreement and to change the rights of the ADS holders under the terms of such agreement, without the prior consent of the ADS holders. In the event that the terms of an amendment are materially prejudicial to ADS holders’ substantial rights, ADS holders will only receive 30 days’ advance notice of the amendment, and no prior consent of the ADS holders is required under the deposit agreement. Furthermore, we may decide to terminate the ADS facility at any time for any reason, or the depositary agent may on its own initiative terminate the deposit agreement. If the ADS facility will terminate, ADS holders will receive at least 30 days’ prior notice, but no prior consent is required from them. Under the circumstances that we decide to make an amendment to the deposit agreement that is materially prejudicial to the substantial rights of the ADS holders or terminate the deposit agreement,
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the ADS holders may choose to sell their ADSs or surrender their ADSs and become direct holders of the underlying ordinary shares, but will have no right to any compensation whatsoever.
ADS holders have limited recourse if we or the depositary fail to meet our respective obligations under the deposit agreement.
The deposit agreement expressly limits our obligations and liability and those of the depositary. We and the depositary:
These provisions of the deposit agreement limit the ability of holders of the ADSs to obtain recourse if we or the depositary fail to meet our respective obligations under the deposit agreement.
As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws that apply to public companies that are not foreign private issuers.
We are a foreign private issuer, as defined in the SEC’s rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. In addition, our principal shareholders are exempt from the reporting and they, our senior management and the members of our Board of Directors are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Moreover, while we currently make annual and semi-annual filings with respect to our listing on the ASX and expect to file financial reports on an annual and semi-annual basis, we will not be required to file annual and current reports and financial statements with the Securities and Exchange Commission ("SEC") as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act and will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. We also are exempt from the provisions of Regulation FD, which prohibits the selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities under circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of the information. In addition, foreign private issuers are not required to file their annual report on Form 20-F until four months after the end of each fiscal year.
As a result, we are able to take advantage of certain exemptions and reporting requirements not available to companies domiciled in the United States. Accordingly, we are not required to produce information with the same frequency, scope, or protections to which you are entitled as an investor and there may be less publicly available information concerning our company than there would be if we were not a foreign private issuer.
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As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards, and these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
As a foreign private issuer with ADSs listed on Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, the governance rules of Nasdaq permit foreign private issuers to follow the corporate governance practices of their home country. For example, as an Australian company we are subject to different corporate requirements than a corporation organized under the laws of the United States, and your rights as a shareholder or our obligations as a company may differ from those applicable to US companies. You should carefully review the summary of these matters set forth under “Description of Securities Registered Under Section 12 of the Exchange Act," as well as our Constitution, which are included as exhibits to this annual report, prior to investing in our securities. Currently, with respect to the Nasdaq corporate governance listing standards, we intend to follow home country practice to the maximum extent possible. Therefore, our shareholders may be afforded less protection than they otherwise would have under corporate governance listing standards applicable to U.S. domestic issuers. For an overview of our corporate governance practices, see Item 6. Directors, Senior Management and Employees —C. Board Practices.
We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.
While we currently qualify as a foreign private issuer, we could lose our foreign private issuer status if we fail to meet the requirements necessary to maintain our foreign private issuer status as of the relevant determination date. For more information, see Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources-Foreign Private Issuer Status. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we cease to be a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We would be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP rather than IFRS, and modify certain of our policies to comply with corporate governance practices required of U.S. domestic issuers. Such conversion of our financial statements to U.S. GAAP would involve significant time and cost. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.
We are an “emerging growth company” under the JOBS Act and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our ordinary shares and ADSs less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These include exemptions from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
We cannot predict if investors will find the ADSs less attractive because we may rely on these exemptions. If some investors find the ADSs less attractive as a result, there may be a less active trading market for the ADSs and the price of the ADSs may be more volatile. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. For more information, see Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources-Emerging Growth Company Status.
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We have incurred and will continue to incur significant, increased costs as a result of operating as a company with ADSs that are publicly traded in the United States, and will incur increased costs as a result of becoming a recipient of United States government funding and incentives, and our management will be required to devote substantial time to new compliance initiatives.
As a company with ADSs that are publicly traded in the United States, we have incurred and will incur significant legal, accounting, insurance, administrative and other expenses. In addition, the Sarbanes-Oxley Act, Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC and Nasdaq have imposed various requirements on public companies listed in the United States, including requiring the establishment and maintenance of effective disclosure and procedures and internal control over financial reporting. In addition, our receipt of grants and other funding and incentives from U.S. government agencies will heighten the importance of accurate reporting and internal controls and will impose compliance obligations under a number of other laws and regulations.
See also Item 3. Key Information — D. Risk Factors (“Our DOE grant, and any future grants, loans or incentives we may obtain from governmental agencies, will impose restrictions and compliance obligations on us, with associated costs and risks.”), and Item 4 – Regulation – Department of Energy Grant Terms and Conditions.
The cost of complying with these requirements may place a strain on our systems and resources. To maintain and improve the effectiveness of our disclosure controls and procedures, we must commit significant resources. Among other things, this has required and will require us to commit additional management, operational and financial resources to identify new professionals to join our company. These activities also may divert management’s attention from other business concerns, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. Moreover, these requirements have increased and will continue to increase our legal and financial compliance costs and make certain activities, such as procurement and tracking of compliance by sub-contractor and contractual counterparties, more time-consuming and costly. These requirements could also make it more difficult and expensive for us to attract and retain qualified persons to serve on our Board of Directors, our Board committees or as our senior management. Furthermore, if we are unable to satisfy our obligations as a public company listed in the United States, or are alleged to have made false or misleading statements in our applications for government support or other documentation submitted to the government, we could be subject to delisting of the ADSs, fines, sanctions and other regulatory action and potentially civil litigation, which may adversely affect our business, results of operation or financial condition and could result in delays in achieving or maintaining an active and liquid trading market for the ADSs.
If we fail to implement and maintain an effective system of internal controls or fail to identify and remediate our material weaknesses thereof, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence in our Company and the market price of the ADSs may be negatively impacted.
As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which requires management to certify financial and other information in our SEC reports and provide an annual management report on the effectiveness of internal control over financial reporting. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025. Based on this evaluation, management has concluded that as of December 31, 2025, we had not maintained effective internal control over financial reporting as a result of the existence of material weaknesses, as further noted below. Consequently, management, with the participation of our Chief Executive Officer and Chief Financial Officer, also concluded that our disclosure controls and procedures were not effective as of December 31, 2025.
In connection with the preparation of our financial statements as of and for the year ended June 30, 2022, we identified certain control deficiencies in the design and implementation of our internal control over financial reporting that constituted material weaknesses. These material weaknesses have not yet been fully remediated as of December 31, 2025. As described in Item 15. Controls and Procedures of this Form 20-F, we are continuing to implement our remediation plans to address the identified material weaknesses, and our management continues to be actively engaged in the
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remediation efforts. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
The presence of material weaknesses could result in financial statement errors which, in turn, could lead to errors in our financial reports or delays in our financial reporting, which could require us to restate our financial statements. Remediating material weaknesses will absorb management's time and will require us to incur additional expenses, which could have a negative effect on the trading price of our ordinary shares and the ADSs. In order to establish and maintain effective disclosure controls and procedures and internal controls over financial reporting, we will need to expend significant internal and external resources and provide significant management oversight. Developing, implementing and testing changes to our internal controls may require specific compliance training of our directors and employees, entail substantial costs in order to modify our existing accounting systems, take a significant period of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effective in establishing and maintaining adequate internal controls.
If we are unable to conclude that we have effective internal controls over financial reporting, investors may lose confidence in our operating results, the price of our ordinary shares and the ADSs could decline and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirements of Section 404 of the Sarbanes-Oxley Act, we may not be able to remain listed on Nasdaq.
We currently report our financial results under IFRS, which differs in certain significant respects from U.S. generally accepted accounting principles (GAAP).
Currently we report our financial statements under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. There have been and there may in the future be certain significant differences between IFRS and U.S. GAAP, and those difference may be material. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.
We are subject to risks associated with currency fluctuations, and changes in foreign currency exchange rates could impact our results of operations.
Our ordinary shares are quoted in Australian dollars on the ASX and the ADSs are quoted in U.S. dollars. Any significant change in the value of the Australian dollar may have a negative effect on the value of the ADSs in U.S. dollars. In particular, if the Australian dollar weakens against the U.S. dollar, then, if we decide to convert our Australian dollars into U.S. dollars for any business purpose, appreciation of the U.S. dollar against the Australian dollar would have a negative effect on the U.S. dollar amount available to us. Consequently, appreciation or depreciation in the value of the Australian dollar relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. As a result of such foreign currency fluctuations, it could be more difficult to detect underlying trends in our business and results of operations.
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Risks Related to Tax Matters
Our ability to utilize our net operating losses to offset future taxable income may be prohibited or subject to certain limitations.
Prior or future changes in our ownership could limit our ability to use our net operating losses (“NOLs”) to offset future taxable income. In general, in the United States, Section 382 of the Internal Revenue Code of 1986, as amended, provides an annual limitation with respect to the ability of a corporation to utilize its tax attributes, including its NOLs, against future taxable income in the event of a change in ownership. The use of tax losses incurred prior to a change in ownership may also be limited in Australia. We have not determined whether we have undergone a change in ownership for United States or Australian tax purposes, and it is possible that we may have undergone such a change previously or may undergo such a change as a result of future transactions in our stock (many of which are outside our control). If it is determined that we have previously experienced such an ownership change, or if we undergo one or more ownership changes as a result of future transactions, we may be unable to use all or a portion of our NOLs to offset our future taxable income in the United States or Australia. Any limitations on our ability to use our NOLs may cause income taxes to be paid earlier than otherwise would be paid if such limitations were not in effect and could cause such NOLs to expire unused, in each case, reducing or eliminating the benefit of such NOLs. This could adversely affect our financial condition and operating results.
If we are a passive foreign investment company, there could be adverse U.S. federal income tax consequences to U.S. holders.
We believe that we were not a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for the taxable year ended December 31, 2025. However, there can be no assurance that we will not be a PFIC for the current taxable year or for any subsequent year. For more information, see Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations The determination of PFIC status is a factual determination that must be made annually and cannot be made until the close of a taxable year. The determination depends on, among other things, the composition of our income and assets. In this regard, cash generally is treated as a passive asset for PFIC purposes, and the composition of our income and assets will be affected by the amount and timing of any cash we receive, including from any grant funding, government loans or other sources, and the spending of such funds. The fair market value of our assets (including goodwill) may be determined in large part based on the market price of the ADSs and our ordinary shares, which may fluctuate. Moreover, the determination of PFIC status depends, in part, on the application of complex U.S. federal income tax rules which are subject to differing interpretations. Accordingly, there can be no assurance that we would not be a PFIC for the current taxable year or any future taxable year.
If we were to be a PFIC, a U.S. holder would be subject to increased tax liability (generally including an interest charge on certain taxes treated as having been deferred under the PFIC rules) on any gain realized on a sale or other disposition of the ADSs or ordinary shares and on the receipt of certain “excess distributions” received with respect to the ADSs or ordinary shares, unless such U.S. holder makes certain elections. One such election, the “QEF Election,” will be unavailable to a U.S. holder because we do not intend to provide information that a U.S. holder would need to make a valid QEF Election.
U.S. holders should consult their tax advisors regarding the potential application of the PFIC rules to their ADSs or ordinary shares.
If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.
If a U.S. person is treated as owning, directly or indirectly, at least 10% of the value or voting power of our equity, such U.S. person would be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our Company, if any. Because our Company currently includes one entity that is treated as a U.S. corporation for U.S. federal income tax purposes, all of our current non-U.S. subsidiaries and any future newly formed or acquired non-U.S.
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subsidiaries that are treated as corporations for U.S. federal income tax purposes will be treated as controlled foreign corporations, regardless of whether we are treated as a controlled foreign corporation. A United States shareholder of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions on the ADSs or ordinary shares. An individual who is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. Failure to comply with controlled foreign corporation reporting obligations may subject a United States shareholder to significant monetary penalties. We cannot provide any assurances that we will furnish to any United States shareholder information that may be necessary to comply with the reporting and tax paying obligations applicable under the controlled foreign corporation rules of the Internal Revenue Code. U.S. persons should consult their tax advisors regarding the potential application of these rules to their investment in the ADSs.
Future changes to tax laws could materially adversely affect our company and reduce net returns to our shareholders.
Our tax treatment is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in jurisdictions in which we operate, including those related to the Organization for Economic Co-Operation and Development’s Base Erosion and Profit Shifting Project and other initiatives. Such changes may include (but are not limited to) the taxation of operating income, investment income, dividends received or (in specific context of withholding tax) dividends paid. We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our shareholders, and increase the complexity, burden and cost of tax compliance.
Item 4. Information on the Company
We were incorporated under the laws of Australia in 2012 under the name Graphitecorp Pty Limited. In 2015, we completed an initial public offering of our ordinary shares and the listing of our ordinary shares on the Australian Securities Exchange, or the ASX, and changed our name to GRAPHITECORP Limited. In 2017, we changed our name to NOVONIX Limited.
The Company’s registered office is located at Level 38, 71 Eagle Street, Brisbane, Queensland 4000, Australia. The Company’s corporate headquarters is located at 1029 W. 19th Street, Chattanooga, Tennessee, 37408, United States and the telephone number is +1 423-298-1007. Its agent for service of process in the United States is National Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
NOVONIX Anode Materials LLC (formerly PUREgraphite, LLC) (“NAM”) was established in March 2017 as a joint venture to develop and commercialize ultra-high-purity, high-performance graphite anode materials for the lithium-ion battery market, with an initial focus on electric vehicles (“EVs”), energy storage systems (“ESSs”), and specialty applications. In fiscal year 2019, the Company exercised its call option to acquire its joint venture partner’s remaining ownership interest, resulting in NOVONIX Anode Materials becoming a wholly owned subsidiary.
In June 2017, the Company acquired Battery Testing Services, Inc., which now operates as NOVONIX Battery Technology Solutions, Inc. (“BTS”). BTS was founded in Nova Scotia, Canada by Dr. Chris Burns, who currently serves as Strategic Advisor to the Company's Board of Directors with researchers from the Dalhousie University research group led by Dr. Jeff Dahn, the NOVONIX’s Chief Scientific Advisor. BTS provides advanced battery research and development capabilities and proprietary technologies supporting the evaluation and performance of lithium-ion batteries. For information on the binding term sheet we recently signed for the proposed sale of the BTS business, see Note 32 - Events after the reporting date. We continue to present BTS as part of our overall business in this Annual Report on Form 20-F because, as of December 31, 2025 as well as the date of this report, we continue to own the BTS business.
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On July 28, 2021, the Company completed the acquisition of an approximately 404,000 square-foot facility in Chattanooga, Tennessee, referred to as the Riverside facility ("Riverside"), which serves as NOVONIX’s first mass-production site for anode materials.
On April 30, 2025, the Company entered into a definitive purchase and sale agreement with the City of Chattanooga, Tennessee, and Hamilton County, Tennessee, to acquire 182-acre parcel of land located in the Enterprise South Industrial Park in Chattanooga, Tennessee, where the Company intends to develop a second mass-production facility (“Enterprise South”). The closing of the transaction is subject to the satisfaction of certain customary conditions.
Since the beginning of fiscal year 2020 and through the date of this report, the Company incurred capital expenditures of approximately $222.9 million, primarily consisting of purchases of property, plant and equipment and capital leases in connection with the expansion of the business and development of its technologies. Capital expenditure commitments as of the end of fiscal 2025 but not recognized as liabilities were approximately $15.1 million.
For additional information regarding the Company’s anode materials production operations, see “Item 4.B. Business Overview — NOVONIX Anode Materials.”
On September 24, 2025, the Company sold its wholly-owned subsidiary, MD South Tenements Pty Ltd (“MDCo”), holder of contractual interests in the Mt. Dromedary Natural Graphite Project in Queensland, to Lithium Energy.
For additional information regarding the Company’s sale of Mt. Dromedary Natural Graphite Project, see Item materials production operations, see “Item 4.D. Property, Plants, and Equipment - Australia.”
On February 18, 2026, the Company entered a binding term sheet for the proposed sale of its NOVONIX Battery Technology Solutions business. The proposed transaction represents a divestiture of the Company’s non-core business segment and aligns NOVONIX’s strategic focus to establish a vertically integrated synthetic graphite supply chain in North America.
For additional information regarding the Company’s sale of its NOVONIX Battery Technology Solutions business, see Item materials production operations, see “Item 5.A Operating and Financial Review and Prospects - Events after the reporting period.”
For more information on our capital expenditures, see Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources, and Item 8. Financial Information.
The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our website address is www.novonixgroup.com. Information that we furnish to or file with the SEC, including our Annual Reports on Form 20-F and reports of foreign private issuer on Form 6-K, and any amendments to, or exhibits included in, these reports are made available for download, free of charge, through our website as soon as reasonably practicable. We may use our website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through our website at www.novonixgroup.com. Accordingly, investors should monitor this channel, in addition to following our press releases, SEC filings and public conference calls and webcasts. The reference to our website is an inactive textual reference only and information contained in, or that can be accessed through, our website is not part of this annual report.
Full-Year Results
Throughout fiscal year 2025, NOVONIX continued to focus on the execution of its business strategy and growth initiatives. NOVONIX had net assets of $161.7 million including $79.9 million in cash and cash equivalents at December 31, 2025. The Company reported an after-tax loss for the year ended December 31, 2025, of $92.7 million.
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NOVONIX Overview
NOVONIX Limited (ASX: NVX) is a leading battery technology company developing and scaling advanced materials and equipment critical to the lithium-ion battery supply chain. With a mission to enable cleaner energy solutions and reduce dependence on foreign supply, NOVONIX is commercializing U.S. made synthetic graphite, a designated U.S. critical mineral, and supporting energy independence through domestic production. The Company’s patented technologies offer more energy-efficient and environmentally responsible alternatives to Chinese-dominated methods.
In 2025, NOVONIX continued the advancement toward commercial-scale production at its Riverside facility in Chattanooga, Tennessee, which is set to become North America’s first large-scale synthetic graphite manufacturing facility. In addition to long-term offtake agreements with Panasonic Energy and PowerCo, the Company is currently providing samples to 13 prospective customers for their battery, energy storage, and industrial applications. This year, the Company also delivered its first mass production, commercial-grade sample of synthetic graphite to one of North America’s largest value-add carbon processors demonstrating that industrial-grade graphite products can be produced using its proprietary continuous graphitization furnace technology. NOVONIX’s anode materials business remains central to securing U.S. supply chains and creating high-quality domestic manufacturing jobs.
NOVONIX also continued to advance its Battery Technology Solutions business, including progress toward commercializing its patented all-dry, zero-waste cathode synthesis process. This included the delivery of 10 first- and second-round samples to seven Original Equipment Manufacturers (OEMs) and Tier-1 battery manufacturers around the globe. These efforts further enhance the Company’s vertically integrated platform, enabling faster customer qualification, deeper engagement, and IP-driven growth across the global battery ecosystem.
NOVONIX Anode Materials
In 2025, NOVONIX provided over 100 samples of synthetic graphite to 15 customers and prospects for battery, energy storage, and industrial applications.
In September 2025, the Company produced and delivered its first mass-production, industrial-grade synthetic graphite sample to one of North America’s largest value-add carbon processors with additional samples delivered to potential industrial customers this quarter. This milestone demonstrates that NOVONIX’s proprietary continuous graphitization furnace technology can produce industrial-grade products at scale and marks another step toward bringing battery-grade materials to market. Supplying synthetic graphite beyond the battery sector diversifies the Company’s product portfolio
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and positions its anode materials mass production facility in Chattanooga, Tennessee (“Riverside”). The Company also announced that it expects to begin mass production of industrial-grade graphite in 2026 as product qualification is shorter, providing a faster path to market compared with battery-grade material.
In November 2025, NOVONIX announced that FCA US LLC, a subsidiary of Stellantis NV, had terminated its previously executed offtake agreement with the Company for a minimum of 86,250 tonnes, up to a target volume of 115,000 tonnes, over a six-year term, the price of which was to be determined by an agreed upon market-based price formula, and the final product specifications of which would have been confirmed at a future date. NOVONIX and Stellantis were unable to agree upon the unique battery cell product specifications and milestones for mass production qualification.
On January 16, 2026, the Company announced an update to the expected commencement of mass production for its lead battery material customer, Panasonic. With all mass production equipment for Panasonic installed and commissioned, NOVONIX continues to progress through the final stages of battery-grade material qualification. Four graphitization furnaces are now fully installed at Riverside, and furnace calibration and raw material testing are ongoing as part of the transition to large-scale production. Mass production of battery-grade anode material for Panasonic is expected to begin in the second half of 2027.
The Company maintains close collaboration with all customers and prospects, who are at varying stages of product qualification. Beyond existing offtake agreements with Panasonic and PowerCo, supply volumes for other customers will be defined once final product qualification is completed, and definitive agreements are executed.
In December 2020, NOVONIX and Harper entered into an exclusive use agreement under which the parties agreed to develop innovative graphitization furnace technology to be used to produce synthetic graphite anode material for the lithium-ion battery sector. This partnership provided for commitments from NOVONIX to purchase from Harper, and from Harper to develop and exclusively supply NOVONIX with proprietary systems for thermal processing material for the battery anode market.
In January 2025, NOVONIX entered into an exclusive license agreement with its long-time technology partner, Harper International Corporation (“Harper”), for the rights and use of its continuous, induction-based graphitization furnace technology. The license agreement was intended to expand upon the relationship and provide NOVONIX the right to an exclusive license to Harper’s technology on which its continuous graphitization furnaces operate. As previously announced, NOVONIX was required to make an initial payment no later than December 31, 2025 to gain a license to design and develop graphitization furnace technology for its internal use. The Company did not make such initial payment and the license agreement automatically expired per its terms on January 1, 2026.
U.S. Trade Case Affecting Anode Active Materials
NOVONIX continues to monitor developments in the U.S. antidumping (“AD”) and countervailing duty (“CVD”) investigations on anode active materials (“AAM”), which includes certain synthetic and natural graphite imports from China.
In 2025, the U.S. Department of Commerce (“Commerce”) announced its preliminary determination to impose AD tariffs ranging from 93.5% to 102.7% and CVDs of at least 11.5% on AAM imports from China. The AD investigation assesses whether graphite is being sold in the U.S. at less than fair market value (i.e., “dumped”), while the CVD investigation evaluates whether the Chinese government is subsidizing the production and supply of graphite AAM to the United States. Final determinations for the AD and CVD investigations are expected in early 2026.
These developments underscore the strategic importance of building a U.S. supply chain for critical minerals, including synthetic graphite. They reinforce NOVONIX’s business strategy and support our customers’ efforts to source critical battery materials from the United States. With the most advanced synthetic graphite production facility in North America, NOVONIX is positioned to significantly increase U.S. production of synthetic graphite, a critical mineral, while strengthening U.S. manufacturing and creating high-quality jobs.
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Executed Purchase and Sale Agreement for Enterprise South Land
To support growing customer demand, NOVONIX is continuing to advance plans for a second large-scale synthetic graphite facility in Chattanooga, Tennessee. In April 2025, the Company signed a definitive agreement to purchase a 182-acre site in the Enterprise South Industrial Park, following unanimous approvals from the City of Chattanooga, Hamilton County, and the Chattanooga Industrial Development Board.
Upon the satisfaction of certain conditions, the land will be acquired for approximately $5 million. This new facility is expected to reach an initial production capacity of 31,500 tpa and is anticipated to create 450 to 500 full-time jobs. With this initial capacity at Enterprise South and its existing Riverside facility, which is scaling up to 20,000 tpa, NOVONIX will have total production capacity of over 50,000 tpa in Chattanooga.
The Company is expected to receive approximately $54 million in total net tax and other benefits from the City of Chattanooga and Hamilton County over a 15-year period, contingent upon meeting specific conditions outlined in the agreement. The Company does not intend to close on the purchase of the Enterprise South land until such time as the conditions precedent related to the conditionally committed $754.8 million loan ($692.0 million in principal and $62.8 million in capitalized interest) from the Energy Dominance Financing Program (“EDF”) of the U.S. Department of Energy have been satisfied.
NOVONIX Battery Technology Solutions
Our Battery Technology Solutions (BTS) division, located in Nova Scotia, Canada, drives innovation across the battery ecosystem. This includes our patented all-dry, zero-waste cathode synthesis process, industry-leading Ultra-High Precision Coulometry (UHPC) battery testing systems, and advanced R&D services specializing in cell design, prototyping, materials characterization, and performance testing. These capabilities support customer qualification and IP-driven growth across defense, grid stability, and high-performance applications.
In November 2025, the BTS team completed development of its latest hardware product, the UHPC Calibration Module, an all-in-one system that is capable of measuring, validating, and adjusting/calibrating the five main analog signals across all UHPC systems. Using advanced metrology techniques and testing equipment, the calibrator allows customers to perform routine calibration in-house, leading to significantly less equipment downtime and decreased reliance on external calibration services.
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Cathode Materials
In 2025, NOVONIX Cathode Materials continued to advance its all-dry, precursor-free cathode technology, sending 10 first- and second-round samples to seven Original Equipment Manufacturers (OEMs) and Tier-1 battery manufacturers around the globe. This proprietary process eliminates the use of water and harmful solvents, increases production efficiency, and reduces energy consumption and greenhouse gas emissions compared to conventional wet processes.
Selected to receive up to C$5 million in non-dilutive grant funding from Natural Resources Canada
In August 2025, NOVONIX Cathode Materials was selected to receive up to C$5 million in non-dilutive grant funding from Natural Resources Canada under the Energy Innovation Program’s Battery Industry Acceleration call for proposals, which will support the continued development and scale-up of NOVONIX’s patented all-dry, precursor free cathode technology at its pilot facility in Nova Scotia, Canada.
The four-year grant project will focus on:
Patents for Cathode Synthesis Technology Granted in China, United States, and Europe
In December 2025, the Company was granted a foundational patent in China for its cathode synthesis technology. This milestone affirms NOVONIX’s commitment to advancing the future of energy storage through the development of high-performance, sustainable, and cost-efficient materials. In 2025, NOVONIX was also granted foundational patents in the United States and Europe.
Corporate Updates
Executive Leadership Appointments
In January 2025, the Company announced a planned transition in the CEO role, with Dr. Chris Burns stepping down January 24, 2025. Dr. Burns continued his support of the Company in an advisory capacity, serving as Special Advisor to the Board until January 25, 2026.
During 2025, NOVONIX built a new executive leadership team to guide the company through its next phase of growth and execution. With the appointments of Mike O’Kronley, Chief Executive Officer in May, Kimberly Heimert as Chief Legal and Risk Officer in September, and Dwayne Johnson as Chief Operating Officer in November, and the continuation of Robert Long, Chief Financial Officer, following his time as Interim Chief Executive Officer from January to May 2025. NOVONIX has assembled an experienced team of leaders with deep expertise across operations, finance, legal, and strategy. Together, this leadership group is focused on driving NOVONIX’s continued growth, operational excellence, and advancement of a sustainable, domestic battery materials supply chain.
In December 2025, the Company announced that Mike O’Kronley, had been appointed as Managing Director of the Company, further strengthening Board oversight and alignment between the Company’s strategic execution and governance framework.
Board Leadership Changes
In June, the Company announced the appointment of Mr. Ronald Edmonds as the new Independent Chairman of its Board of Directors, effective July 1, 2025.
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Mr. Edmonds joined the NOVONIX Board in October 2022 and is a seasoned finance leader with extensive experience in leadership roles at Dow Chemical. On August 1, 2024, Mr. Edmonds was appointed to the interim role of Executive Officer – Finance, to assist with the transition of the new Chief Financial Officer. This appointment ended on June 30, 2025.
Admiral Robert Natter, the Chairman of the Board through 30 June 2025, is continuing as a non-executive director and has assumed the role of Deputy Chairman. In addition, he is serving as a member of both the Audit and Risk Management Committee and the Nominating and Corporate Governance Committee.
Mr. Tony Bellas, the Deputy Chairman through 30 June 2025, is continuing as a non-executive director, serving as Chairman of the Audit & Risk Management Committee, and a member of both the Remuneration Committee and the Nominating and Corporate Governance Committee.
Securing Financing to Scale Operations
Phillips 66 invests $5 million
In January 2025, NOVONIX issued 12.8 million new fully paid ordinary shares at a price of A$0.60 per new share to Phillips 66 company, NOVONIX’s major shareholder and key supplier of petroleum coke. The share issue was made pursuant to the conditional placement to raise approximately $5 million as announced in November 2024 and as approved by shareholders at an extraordinary general meeting in January 2025.
Share Purchase Plan Details
In January 2025, NOVONIX completed a non-underwritten Share Purchase Plan (“SPP”). The Company allotted 53.9 million fully paid ordinary shares in NOVONIX to raise $20.1 million under the SPP. The SPP closed in January 2025.
Issuance of $100 million of Convertible Notes
NOVONIX completed its $100 million convertible debenture transaction with Yorkville Advisors Global, LP (“Yorkville”) with a series of multi-tranche drawdowns executed in 2025.
In July 2025, NOVONIX and Yorkville executed a binding multi-tranche funding agreement under which Yorkville committed up to $100.0 million (of which $40.0 million required mutual consent) in exchange for the issuance of unsecured convertible debentures.
This funding provides NOVONIX with additional financial flexibility to support the scale-up of its synthetic graphite and battery materials production and further strengthens the Company’s balance sheet.
Mount Dromedary Natural Graphite Project
The Company previously held tenement rights in the Mount Dromedary Graphite Project (”Mt Dromedary”), a natural graphite exploration asset in Northern Queensland, Australia. In September 2025, the Company announced the sale of its wholly owned subsidiary holding the contractual interests in the MDG Project for cash consideration of A$2 million
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pursuant to a share sale and purchase agreement with Lithium Energy Limited (ASX: LEL), and a repayment of A$250,000 previously advanced under an IPO funding arrangement.
See Item 3. Key Information — D. Risk Factors ("From time to time we may enter into negotiations for acquisitions, dispositions, partnerships, joint ventures, collaboration agreements or investments that are not ultimately consummated or, if consummated, may not be successful.")
Principal Markets
The principal markets in which our BTS division competes are North America, Asia, and Europe through the sale of battery testing equipment and related consulting services. BTS customers are primarily battery manufacturers and developers, including specialty materials manufacturers, consumer electronics OEMs and automotive OEMs, primarily across the lithium-ion battery value chain. Revenues during the years ended December 31, 2025, 2024 and 2023, were $5.6 million, $5.9 million, and $8.1 million, respectively.
In fiscal year 2025, North America, Asia, and Europe accounted for 78%, 15%, and 7% of revenues, respectively. In fiscal year 2024, North America, Asia, Australia, and Europe accounted for 71%, 22%, 3%, and 4% of revenues, respectively. In fiscal year 2023, North America, Asia, Australia, and Europe accounted for 82%, 8%, 6%, and 4% of revenues, respectively.
As of the date of this annual report on Form 20-F, we have not generated any revenue from sale of synthetic graphite. If our commercialization efforts for our synthetic graphite product are successful, we may generate revenue from the sale of our synthetic graphite materials primarily in North America primarily to customers in the EV and grid storage industries.
Sales and Marketing
We market and sell our BTS battery testing equipment and related consulting services through a combination of direct contact with customers' research and development experts and third-party distributors who specialize in battery testing technologies and sell to automotive and electronics OEMs, battery developers and manufacturers, and research institutions. As we develop and commercialize our synthetic graphite anode materials business, we market our battery materials through the direct engagement of a combination of our corporate, R&D and operations leadership teams.
Raw Materials
Raw materials for our BTS business are comprised of various equipment and other components from a wide range of third-party suppliers. As we expand our anode materials manufacturing capabilities, we will begin to rely on third-party suppliers for components and materials.
See “Risk Factors—We may not be able to establish supply relationships for necessary components or may be required to pay costs for components that are more expensive than anticipated, which could delay the introduction or acquisition of additional equipment necessary to support our grow and negatively impact our business.”
Seasonality
We have not been subject to any seasonality in our continuing operations in any material respect.
Our Competitive Strengths
We develop and supply what we believe is the most accurate battery testing technology in the world. Our UHPC technology for short term reliable evaluation of the cycle life of lithium-ion cells was developed in the laboratory at Dalhousie University by Dr. Jeff Dahn, who joined our team as Chief Scientific Advisor on July 1, 2021. This testing technology delivers high accuracy, high precision measurements that are dependable and repeatable, with the potential to allow cycle life evaluation to be made in weeks instead of years. We believe our Ultra-High Precision Coulometry technology provides significantly higher grading measurements than our competitors, enabling us to support the most urgent and innovative performance cell testing projects and is used by industry leaders across the battery sector.
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Our proprietary process technology and capabilities across the battery and energy storage value chain drive innovation and commercial opportunities. By playing a critical role across the full value chain, our proprietary testing and development technologies provide us with in-depth visibility into industry and technological trends ranging from materials to end use cases and requirements. We believe that this access should allow us to remain at the forefront of lithium-battery technology. As the broader battery and energy storage industry continues to evolve, we are committed to continuing to expand into new and emerging technologies.
A leading U.S.-based supplier of battery-grade synthetic graphite anode material, with capacity scaling as market demand grows. Our NOVONIX Anode Materials business is well-positioned to help localize synthetic graphite as U.S. and non-U.S. companies seek to diversify their suppliers of battery materials with the goal of sourcing material within the U.S. We are a leading U.S. based supplier with plans to scale significant domestic volumes of battery-grade synthetic graphite anode material. To our knowledge, we are the only qualified U.S. based supplier of battery-grade synthetic graphite anode material.
Our high-performance anode materials have longer cycle life with competitive costs. NOVONIX Anode Materials’ premium graphite showcases higher coulombic efficiency as well as capacity retention compared to industry leading materials in head-to-head comparisons (including a Tier 1 automotive OEM cell used as a reference benchmark). We believe NOVONIX’s materials have the highest purity in the market as they contain essentially no contaminants, enhancing safety as well as performance. We believe NOVONIX Anode Materials’ process is also a “greener” alternative as it utilizes higher energy efficiency production technology, several lower emission energy sources and no chemical purification, avoiding the environmental and safety risks of such processes. The strength of NOVONIX Anode Materials’ products are evidenced by our supply agreements with PowerCo, and Panasonic Energy, and a joint development agreement with LGES. Our mission is to be a leader with high performance, longer life, lower costs, and “greener” materials.
Our offerings are directly compatible with today’s installed and planned battery manufacturing technology. NOVONIX Anode Materials provides proven technology that can be integrated into current cell designs with no material additional costs to cell manufacturers. An extremely limited number of suppliers are established outside of Asia, which could lead to a lack of localized supply options. The plug and play characteristic along with superior material performance and competitive pricing is expected to drive continued industry adoption of our offerings.
Our research and development team consists of renowned battery technology researchers including Dr. Jeff Dahn and Dr. Mark Obrovac. Dr. Jeff Dahn, who joined our team as Chief Scientific Advisor on July 1, 2021, is a leading researcher in the field of lithium-ion batteries and materials. Dr. Dahn is a named inventor on over seventy patents and patent applications. Dr. Mark Obrovac is another renowned researcher in battery materials and process technology, a NOVONIX sponsored researcher, and the head of the Obrovac Research Group at Dalhousie University. With the support of leading innovative battery technology researchers, we believe NOVONIX is well-positioned to remain at the forefront of battery technology.
We are partnering with industry-leading companies. To further the development and production of advanced anode materials, we are partnering with Harper International, a global leader in complete thermal processing solutions and technical services to produce advanced materials, to develop proprietary next-generation furnace technology.
We were selected to receive support from the U.S. Government. In November 2023, we finalized a $100.0 million grant from the DOE MESC Office, were allocated a $103.0 million 48C tax credit, and received a conditional loan commitment from the Energy Dominance Financing (EDF) Program of the DOE for a direct loan of up to $754.8 million ($692.0 million of principal and $62.8 of capitalized interest), to help finance the growth of our anode materials business. We believe that the grant, tax credits and conditional loan commitment demonstrate the commitment by the U.S. Government to support the establishment of domestic supply of high-performance battery materials, while highlighting the expertise, progress, strategic partnerships, and technology NOVONIX has developed.
Competition
The battery materials market consists of many small suppliers (of which we form part of that market), a smaller number
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of large volume suppliers and a small number of large dominating buyers. As the market continues to grow, we face the risk that one or more competitors, or a new entrant to the market, will increase their competitive position through aggressive marketing campaigns, product innovation, price discounting, acquisitions, or advances in technology. We strive to remain competitive by continuing to develop our products, technologies, and associated intellectual property licenses and maintaining competitive pricing. However, in the event we are unable to adapt to changing market pressures or customer demands and keep pace with technological change relative to our competitors, or we are forced to reduce pricing in response to competition, our revenue and profit margins could be affected, which could have a material adverse effect on our business and cash flows, financial condition and results of our operations.
Although, to our knowledge, we are the only qualified U.S. based supplier of battery-grade synthetic graphite anode material, there are four categories of companies that could be considered potential competition. The first are established synthetic graphite manufacturing companies outside the United States, predominantly in Asia. While these companies do have established manufacturing capacity, they suffer from a geopolitical disadvantage not being located in the United States and suffer from higher energy costs and have less stringent environmental regulations. The second category of potential competition is natural graphite mining companies. Natural graphite provides historically cheaper pricing than synthetic graphite; however natural graphite significantly underperforms relative to synthetic graphite in battery testing and has potential environmental concerns regarding mining practices. The third potential category of competition are existing graphitization companies and new entrants to the production of battery grade synthetic graphite in the United States. While these companies may have significant furnace operations, we believe there are no other graphitization companies or new entrant that have developed an economic process to manufacture battery grade synthetic graphite to the specifications of tier-1 battery manufacturers building in the United States. The fourth and final category of competition are companies developing disruptive technologies such as silicon anodes and liquid metal/solid-state batteries. There are significant marketing materials available to demonstrate the promise of these potential disruptive technologies. However, we are unaware of any technology that has a path to develop, a cost competitive product in the foreseeable future that will meet the increasing lifetime requirements for EVs and energy storage solutions markets and thus be able to capture more than a niche portion of the battery market. As a result, we do not foresee these new technologies having a material impact on the addressable market for our graphite anode material products in the foreseeable future.
Intellectual Property
As of December 31, 2025, we have rights to eight issued patents and fourteen active families of patent applications. Our oldest patent application was filed with a priority date in 2015. This patent information is based on our current assessment of patents that we own or control or have exclusively licensed. The information is subject to revision, for example, in the event of changes in the law or legal rulings affecting our patents or if we become aware of new information.
The actual protection afforded by a patent varies in each country and is dependent on the type of patent, the scope of its coverage as determined by the patent office or courts in that country, and the availability of legal remedies in the country. Patents expire, on a country-by-country basis, at various times depending on several factors, including the filing date of the corresponding patent application(s), the availability of patent term adjustment, patent term extension and supplemental protection certificates and requirements for terminal disclaimers. In most countries, including Australia and the United States, the patent term is 20 years from the earliest claimed filing date of a non-provisional patent application or its foreign equivalent in the applicable country. In the United States, a patent’s term can be lengthened in certain cases by a patent term adjustment, which compensates a patentee for administrative delays by the USPTO in examining and granting a patent, or may be shortened if a patent is terminally disclaimed over a commonly owned patent or a patent naming a common inventor and having an earlier expiration date.
We may not be able to develop patentable products or processes or obtain patents from pending patent applications. In the event of patent issuance, the patents may not be entirely sufficient to protect the proprietary technology owned by or licensed to us or our partners. Our current patents, or patents that may be issued on pending applications, may be challenged, invalidated, infringed, or circumvented. In addition, changes to patent laws in the United States or in other countries may limit our ability to defend or enforce our patents or may apply retroactively to affect the term and/or scope
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of our patents. Our patents may be challenged by third parties in post-issuance administrative proceedings or in litigation as invalid, not infringed, or unenforceable under U.S., Canadian, U.K, Australian or other foreign laws, or they may be infringed by third parties. As a result, we are or may be from time to time involved in the defense and enforcement of our patent or other intellectual property rights in a court of law and administrative tribunals, such as in USPTO inter parties review or reexamination proceedings, foreign opposition proceedings or related legal and administrative proceedings in the United States and elsewhere. The costs of defending our patents or enforcing our proprietary rights in post-issuance administrative proceedings or litigation may be substantial and the outcome can be uncertain. An adverse outcome may allow third parties to use our proprietary technologies without a license from us.
Furthermore, we rely upon trade secrets and know-how and continuing technological innovation to develop and maintain our competitive position. We seek to protect our proprietary information, in part, by using confidentiality and invention assignment agreements with commercial partners, collaborators, employees and consultants. These agreements are designed to protect our proprietary information and, in the case of the invention assignment agreements, to grant it ownership of technologies that are developed through a relationship with a third party. These agreements may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our commercial partners, collaborators, employees, and consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting knowledge and inventions.
Our commercial success will also depend in part on not infringing upon the proprietary rights of third parties. It is uncertain whether the issuance of any third-party patent would require us to alter our development or commercial strategies for our product candidates or processes, or to obtain licenses or cease certain activities. Our breach of any license agreements or failure to obtain a license to proprietary rights that we may require to develop or commercialize our future products may have an adverse impact on us. If third parties prepare and file patent applications in the United States that also claim technology to which we have rights, we may have to participate in interference or derivation proceedings in the USPTO to determine priority of invention.
We currently rely on our registered and unregistered trademarks, trade names and service marks, as well as our domain names and logos, as appropriate, to market our brands and to build and maintain brand recognition.
Regulation
Our business is subject to regulation in several areas. Changes in government, monetary policies and laws and regulations, among other things, can have a significant impact on our assets, operations, financial performance and, ultimately, the value of our company and our ordinary shares. Changes may occur in the U.S., Canada, Australia, or any other country in which we operate, or subsequently start to operate. Such changes are likely to be beyond our control and may affect the industries in which we operate, our company, or both. Non-compliance with changing laws and regulations may expose the company to legal risk via investigations or litigious proceedings from regulators, counterparties, or consumers. This section sets forth a summary of the principal laws and regulations relevant to our business.
Department of Energy Grant Terms and Conditions
Under the award agreement that the Company finalized in November 2023 with DOE’s MESC Office, and the underlying regulations applicable to the $100.0 million grant awarded to the Company, which is payable upon achieving certain milestones and must be matched by the recipient, the Company is required to comply with a number of U.S. laws and regulations. Relevant requirements include the U.S. National Environmental Policy Act and other environmental, health and safety requirements; minimum wage and apprenticeship requirements; export control laws; requirements to perform work in the U.S.; preferences for U.S. supplies of goods and services; requirements to carry out manufacturing using new inventions (if developed through the grant) in the U.S. to the extent commercially feasible; requirements to grant liens in favor of the U.S. government on property acquired or developed with grant funds and restrictions on sales or dispositions of such property; data management and intellectual property sharing requirements; and requirements to pass-down certain of such requirements to our sub-contractors and contractual counterparties. We expect that the DOE’s MESC
46
Office will, and the DOE’s Office of Inspector General may, review our compliance, and the adequacy of our practices for maintaining compliance. In the event of improper or illegal activities, or misleading statements in our applications, we are subject to possible civil and criminal penalties, sanctions, or suspension or debarment.
In addition to the matching funding requirements and the cost of complying with law and regulations, the Company may be required to pay the costs of a third party monitoring firm and is required to indemnify the U.S. government and its officers, agents, or employees in the event of liability arising from claims for death, bodily injury, or loss of or damage to property or to the environment, resulting from the project, except to the extent that such liability results from the direct fault or negligence of U.S. government officers, agents or employees.
See Item 3. Key Information—D. Risk Factors ("We will need to obtain funding from time to time to finance our growth and operations, which may not be available on acceptable terms, or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate certain operations, and we may be unable to adequately control our costs.” and “Our DOE grant, and any future grants, loans or incentives we may obtain from governmental agencies, will impose restrictions and compliance obligations on us, with associated costs and risks.”).
Corporations Act and ASX Listing Rules
As a company incorporated in Australia, we remain subject to the Corporations Act 2001 (Cth), or Corporations Act, and we are regulated by both the Australian Securities and Investments Commission, or ASIC, the country’s corporate regulator, and the Australian Securities Exchange, or ASX, as an entity listed on that exchange. Accordingly, we must comply with all Corporations Act requirements and the Listing Rules maintained by ASX. Changes to these rules and requirements may have an impact on our assets, operations, financial performance, value, or other matters. Breaches of these rules and regulations may give rise to regulatory action from ASIC or ASX or litigious proceedings initiated by other stakeholders.
The Foreign Corrupt Practices Act
The FCPA prohibits any U.S. individual or business from paying, offering, or authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with accounting provisions requiring us to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations.
Environmental, Health and Safety
Our facilities and operations are subject to numerous environmental, health and safety (“EHS”) laws and regulations which require significant capital investment on an ongoing basis and could give rise to unforeseen liability, including as a result of a governmental enforcement action or obligations to remediate contaminated sites, including third-party contaminated sites where we have sent waste for treatment or disposal. EHS laws or their enforcement may become more stringent over time, which could increase our operating costs and subject us to additional liabilities.
See Item 3. Key Information—D. Risk Factors—Risks Related to Regulatory Matters contained herein.
Sustainability Initiatives
We believe that an increasing emphasis on environmentally conscious battery technologies is key to a sustainable future with widespread adoption of EVs and grid ESS. Many current manufacturing methods for key battery materials are energy intensive, wasteful or hazardous to the environment. End users and OEMs are focused on sourcing materials from cleaner
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technologies. We are committed to the development of technologies that support key sustainability criteria in the field of battery materials and technologies, including:
Our inaugural Sustainability Report is available at https://www.novonixgroup.com/about-us/sustainability/. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider the website or any of its contents, including the Sustainability Report, to be a part of, this annual report.
AUSTRALIAN DISCLOSURE REQUIREMENTS
Dividends
The Directors do not recommend the payment of a dividend. No dividend was paid during the financial year.
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The chart below sets forth our corporate organizational structure, including our directly and indirectly owned subsidiaries, as of December 31, 2025.
We maintain facilities in Chattanooga, Tennessee, and Bedford and Dartmouth, Nova Scotia.
Chattanooga, Tennessee
We lease property with an area of approximately 120,000 square feet. We acquired an additional property with an area of approximately 404,000 square feet in late July 2021. In April 2025, we signed a Real Estate Purchase and Sale Agreement to purchase a 182-acre parcel in the Enterprise South Industrial Park in Chattanooga, Tennessee. The Company does not intend to close on the purchase of the Enterprise South land until such time as certain conditions precedent have been satisfied. These properties are used, or are intended to be used, in connection with our NAM business.
Nova Scotia
We own two properties totaling 57,000 square feet. These properties are used in connection with our BTS business.
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Australia
We previously held tenement rights in the Mount Dromedary Graphite Project (the "MDG Project"), a high-grade natural flake graphite deposit located in Northern Queensland, Australia. As of the date of this annual report, we have not generated any revenue from the sale of natural graphite.
In April 2024, NOVONIX signed a Share Sale and Purchase Agreement (“Mt. Dromedary SPA”) with Lithium Energy Limited (“Lithium Energy”) for Lithium Energy to acquire the Mt. Dromedary Graphite Deposit, which is located directly adjacent to and is a continuation of the graphite mineralization within Lithium Energy’s Burke Graphite Deposit in Queensland. The Company and Lithium Energy had proposed to spin-out their consolidated high-grade graphite assets via an Initial Public Offering (IPO) by Axon Graphite Limited (“Axon Graphite”) (being a subsidiary of Lithium Energy). In light of prevailing market conditions and following consultation with the lead manager, the Company and Lithium Energy determined not to proceed with completion under the Mt. Dromedary SPA and the spin-out of their consolidated graphite assets via an IPO of shares in Axon Graphite.
On September 24, 2025, the Company sold its wholly-owned subsidiary, MD South Tenements Pty Ltd (“MDCo”), holder of contractual interests in the Mt. Dromedary Natural Graphite Project in Queensland, in consideration of A$2 million cash pursuant to a Share Sale and Purchase Agreement with Lithium Energy. Lithium Energy also repaid A$250,000 advanced by the Company under an IPO Funding Deed with Axon Graphite, being the Company’s contribution towards 50% of the IPO related costs incurred by Axon Graphite.
See Item 5. Operating and Financial Review and Prospects—A. Operating Results.
We believe our facilities in Chattanooga, Tennessee, and Nova Scotia, are adequate and suitable for our current and anticipated needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
As of December 31, 2025, the net book values of tangible fixed assets were as follows:
|
|
At |
|
|
At |
|
||
Asset category |
|
Net book |
|
|
Net book |
|
||
Land |
|
$ |
1,788,207 |
|
|
$ |
2,272,297 |
|
Building |
|
|
37,114,459 |
|
|
|
42,014,149 |
|
Leasehold Improvements |
|
|
155,132 |
|
|
|
227,954 |
|
Machinery and Equipment |
|
|
13,685,268 |
|
|
|
18,833,358 |
|
Construction in Progress |
|
|
122,110,285 |
|
|
|
85,962,585 |
|
Right of Use |
|
|
5,687,638 |
|
|
|
6,356,771 |
|
Total fixed assets |
|
$ |
180,540,989 |
|
|
$ |
155,667,114 |
|
Item 4A. Unresolved Staff Comments
Not applicable.
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Item 5. Operating and Financial Review and Prospects
The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report on Form 20-F.
Certain information included in this discussion and analysis includes forward-looking statements that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied by such forward-looking statements. For further information on important factors that could cause our actual results to differ materially from the results described in the forward-looking statements contained in this discussion and analysis, see “Cautionary Note Regarding Forward-Looking Statements,” above, and the risks described in Item 3. Key Information—D. Risk Factors contained herein.
Overview
NOVONIX is a leading critical mineral, battery materials, and technology company aiming to revolutionize the global lithium-ion battery industry with innovative, sustainable technologies, high-performance materials, and more efficient production methods. The Company is growing its high-performance synthetic graphite anode material manufacturing operations, manufactures industry-leading battery cell testing equipment, and has developed an all-dry, zero-waste cathode synthesis process. Through advanced R&D capabilities, proprietary technology, strategic partnerships, and as a leading North American supplier of battery-grade synthetic graphite, NOVONIX has gained a prominent position in the critical mineral, electric vehicle and energy storage systems battery industry and is working to power a cleaner energy future.
We currently operate two core businesses: NOVONIX Anode Materials and NOVONIX Battery Technology Solutions. Prior to December 2025, we also had a third reporting segment related to Mt Dromedary. In September 2025, the Company announced the sale of the wholly owned subsidiary holding the contractual interests in Mt Dromedary, and therefore, prior period disclosures are shown with three reporting segments.
NAM is the leading domestic supplier of battery-grade synthetic graphite, a critical mineral, and was established with the objective of commercializing what we believe is the most advanced anode material in the market for EVs and energy storage applications. These end-markets continue to demand high-performance batteries with longer life cycles, while at the same time pursuing cost efficiencies to continue to drive mass adoption. Anode materials are one of the most significant components that define the overall performance, reliability, and cycle life of the battery cell. To our knowledge, we are the only qualified U.S.-based producer of EV battery-grade synthetic graphite anode material and believe NAM is well positioned to onshore the supply chain and support the rapid growth in demand for these advanced anode materials in North America and globally.
BTS provides industry leading battery testing technology and research and development (“R&D”) services to create next generation batteries. BTS also serves as the pillar of innovation across the NOVONIX ecosystem by creating a positive feedback loop with our anode and cathode materials businesses through the development of applications and strategic partnerships. This collaboration drives our continuous technological innovation and enables us to deliver best-in-class products and services for customers. For information on the binding term sheet we recently signed for the proposed sale of the BTS business, see Note 32 - Events after the reporting date. We continue to present BTS as part of our overall business in this Annual Report on Form 20-F because, as of December 31, 2025 as well as the date of this report, we continue to own the BTS business.
The Company previously held tenement rights in the Mount Dromedary Graphite Project ("Mt Dromedary"), a natural graphite exploration asset in Northern Queensland, Australia. In September 2025, the Company announced the sale of its wholly owned subsidiary holding the contractual interests in the Mt Dromedary for cash consideration of A$2 million pursuant to a share sale and purchase agreement with Lithium Energy Limited (ASX: LEL), and a repayment of A$250,000
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previously advanced under an IPO funding arrangement. Following this transaction, the Company has directed its focus toward the production of synthetic graphite and its battery materials and technology operations.
See Item 3. Key Information—D. Risk Factors ("From time to time we may enter into negotiations for acquisitions, dispositions, partnerships, joint ventures or investments that are not ultimately consummated or, if consummated, may not be successful.")
Overview of Financials
We have incurred operating losses since our inception in 2012. Our ability to generate product revenue sufficient to achieve profitability will be dependent on our ability to begin significant production and commercialization of NOVONIX Anode Materials business’ synthetic graphite product. Accordingly, we expect to continue to incur significant costs as we continue to scale production of our synthetic graphite product, the majority of which will be associated with planned production equipment spend. We also expect to incur significant expenses associated with operating as a public company in Australia and the United States, including additional legal, accounting, investor relations, compliance, and other expenses.
As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time, if ever, as we can generate sufficient revenue from synthetic graphite sales, we expect to finance our operations through the issue of equity, debt financings, or other capital sources, which may include collaborations with other companies or other strategic transactions as well as U.S. government financing support and tax incentives. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back, or discontinue the development and commercialization of our synthetic graphite product.
See Item 3. Key Information—D. Risk Factors ("We may need to obtain funding from time to time to finance our growth and operations, which may not be available on acceptable terms, or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate certain operations, and we may be unable to adequately control their costs.”)
Because of the numerous risks and uncertainties associated with the commercialization of battery-grade synthetic graphite, we are unable to predict the timing or amount of increased costs or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may never become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to scale back or discontinue our operations.
See Item 3. Key Information—D. Risk Factors ("We have a history of financial losses and expect to incur significant expenses and continuing losses in the near future.”)
As of December 31, 2025, we had cash and cash equivalents of $79.9 million. During the year ended December 31, 2025, the Company claimed $23.1 million from the $100.0 million DOE CMEI grant. We continue to receive, install, and commission equipment at Riverside to meet future production demand capacity to support our planned start of production for Panasonic Energy in late 2027. We believe that our existing cash and cash equivalents, along with additional sources of capital, will support capacity expansion to meet future production demand and offtake agreements. We have based these estimates on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See “—Liquidity and Capital Resources,” below.
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Components of Our Results of Operations
Segment Information
Our segments consist of Battery Materials (NAM) and Battery Technology (BTS) as of December 31, 2025. Previously, our segments included Graphite Exploration (Mt Dromedary), however in September 2025 the Company sold its holding in the contractual interests in Mt Dromedary. In order to comply with the requirement to discuss significant components of revenue and expenses, and to enable investors to understand the consolidated amounts, where applicable we have provided a discussion along segmental lines. As a result, the discussion and analysis of segments is integrated with the discussion of the consolidated amounts to avoid confusion and duplication of disclosure.
Revenue
NOVONIX Anode Materials
As of the date of this annual report on Form 20-F, we have not generated any revenue from sale of synthetic graphite. If our commercialization efforts for our synthetic graphite product are successful, we may generate revenue from the sale of our synthetic graphite materials. In addition, if we enter into additional collaboration, partnership or license agreements with third parties, we may generate revenue in the future from payments from such collaboration or license agreements or a combination of product sales and those payments.
NOVONIX Battery Technology Solutions
Revenue is contributed through two primary BTS business lines: hardware sales and consulting services. Our customers include leading battery makers and researchers and equipment manufacturers, and numerous specialty materials, consumer electronics OEMs and automotive OEMs.
When we sell battery testing equipment, we enter into a contract with our customers covering the price, specifications, delivery dates and warranty for the products being purchased among other things. Our contractual delivery periods vary, but are typically about three months. Contracts for battery testing equipment can range in value based on the amount of equipment provided and the duration of the contract. Revenue from the sales of BTS hardware is recognized at the point in time when the hardware is delivered and the legal title has passed.
The consulting services business provides battery cell design, implementation and support services under fixed-price and variable price contracts. Revenue from providing services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period relative to the remaining services under the contract because the customer receives and uses the benefits simultaneously. This is determined based on the actual labor hours spent relative to the total expected labor hours.
Where the contracts include multiple performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost-plus margin.
Our BTS revenue is affected by changes in the price, volume and mix of products and services purchased by BTS’ customers. The price and volume of our products is driven by the demand for our products, changes in product mix between equipment and services, geographic mix of our customers, and strength of competitors’ product offerings.
Graphite Exploration
As of the date of this annual report on Form 20-F, we did not generate any revenue from the sale of natural graphite. As previously discussed, the Company sold its holding in the contractual interests of Mt Dromedary in September 2025.
53
Other Income
Other income is primarily comprised of interest income, joint development project reimbursements, and grant income.
Interest income is recognized as interest accrues using the effective interest method. This is a method of calculating the amortized cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Joint development project reimbursements are recognized in other income when mutually agreed upon development milestones are met.
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as an offset to the cost of the related asset.
Product Manufacturing and Operating Costs
Product manufacturing and operating costs consists of product costs, including purchased materials and components, as well as costs related to shipping, which, as at the date of this annual report on Form 20-F, have been in connection with our BTS business only. Our product costs are affected by the underlying cost of raw materials and component costs.
Administrative and Other Expenses
Administrative and other expenses consist primarily of travel expenses, facilities expenses, audit, legal, tax, insurance, information technology and other expenses.
We expect to incur additional audit, tax, accounting, legal, and other expenses related to compliance with applicable securities and other regulations, as well as additional insurance, investor relations and other expenses associated with being a public company in Australia and the United States. In addition, if we cease to qualify as a foreign private issuer in the future, we would expect that we would incur additional expenses as a domestic reporting company in the United States.
See Item 3. Key Information—D. Risk Factors ("We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.")
Borrowing Costs
The borrowing costs are recognized in the profit or loss statement in the reporting period in which they are incurred.
Borrowing costs consist primarily of interest accrued on loan notes and borrowings, loss on redemption of loan notes and unwinding of fair value gains.
Transaction costs associated with borrowing are treated as a reduction of the debt proceeds.
Transaction costs consist primarily of the incremental costs directly attributable to issuing the debt such as legal fees, underwriting commissions, and closing costs.
Impairment Losses
At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment includes the consideration of external and internal sources of information, including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an
54
impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the assets carrying amount over its recoverable amount is recognized immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another accounting standard. Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other accounting standard.
Depreciation and Amortization Expenses
Depreciation expense consists of costs associated with property, plant and equipment (“PP&E”) which are depreciated over their expected useful lives. We expect that as we increase both our revenues and the number of our general and administrative personnel, we will invest in additional PP&E to support our growth resulting in additional depreciation expense.
Amortization expense consists of costs associated with technology intangible assets other than goodwill, which are amortized over their expected useful lives.
Research and Development Costs
Research and development costs primarily represent the Company's investment in research and development activities for our all-dry, zero-waste cathode synthesis process and our data analytics project. At present, our research and development activities are conducted through our two core businesses: BTS and NAM; all-dry, zero-waste cathode synthesis and data analytics fall under BTS R&D.
Research expenditures are recognized as an expense when incurred. Costs incurred on development projects (relating to the design and testing of enhancements or extensions of products from the all-dry, zero-waste project) are recognized as intangible assets when:
The expenditure capitalized comprises all directly attributable costs, including costs of materials, services, direct labor and an appropriate proportion of overhead. Other development expenditures that do not meet these criteria are recognized as an expense when incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use on a straight-line basis over its useful life.
Share Based Compensation
Equity-settled share-based compensation benefits are provided to directors and employees. Equity-settled transactions are awards of shares, options or performance rights over shares, that are provided to directors and employees in exchange for the rendering of services.
The Company measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either a binomial or Monte Carlo option pricing model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions, including share price volatility, interest rates and vesting periods would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact the profit or loss and equity.
55
The cost of equity-settled transactions is recognized as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognized in profit or loss for the reporting period is the cumulative amount calculated at each reporting date less amounts already recognized in previous reporting periods.
Share-based payment expenses are recognized over the period during which the employee provides the relevant services. This period may commence prior to the formal grant date, such as where the granting of options or performance rights are subject to shareholder approval. In this situation, the entity estimates the grant date fair value of the equity instruments for the purposes of recognizing an expense for the services received during the period between service commencement date and grant date. Once the grant date has been established, the fair value of the equity instrument is calculated, and the earlier estimate is revised so that the amount recognized for services received is ultimately based on the grant date fair value of the equity instruments. Where there is a difference between the estimated grant date fair value and the actual grant date fair value, adjusting entries are recognized in share-based payment expense and the share-based payment reserve.
Employee Benefits Expense
Employee benefits expenses consist of fixed annual remuneration, short-term incentives, and long-term incentives. Employees receive their fixed annual remuneration in cash. Short-term incentives are payable on achievement of mutually agreed KPIs each fiscal year with short-term incentives being payable in either cash or by way of the issue of fully paid ordinary shares. The Company has historically paid short-term incentives in cash.
At the Board’s discretion, employees are invited to participate in the long-term incentive program which comprises one-off grants of options and/or performance rights, with varying vesting conditions.
Foreign Currency Gain (Loss)
Foreign currency gain (loss) results from a change in exchange rates between our functional currency and the currency in which a foreign currency transaction is denominated.
Income Tax (Expense) Benefit
The income tax expense or benefit for the reporting period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognized for prior reporting periods, where applicable.
Deferred tax assets and liabilities are recognized for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
Deferred tax assets are recognized for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
56
The carrying amount of recognized and unrecognized deferred tax assets are reviewed at each reporting date. Deferred tax assets recognized are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognized deferred tax assets are recognized to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Results of Operations for the Years Ended December 31, 2025, and 2024
The following table sets forth a summary of our consolidated statements of profit or loss and other comprehensive income for the periods presented.
|
|
Year Ended |
|
|
Year Ended |
|
||||||
($ in millions) |
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
Revenue |
|
$ |
5.6 |
|
|
$ |
5.9 |
|
|
|
(0.3 |
) |
Product manufacturing and operating costs |
|
|
(2.5 |
) |
|
|
(1.8 |
) |
|
|
(0.7 |
) |
Administrative and other expenses |
|
|
(22.2 |
) |
|
|
(19.9 |
) |
|
|
(2.3 |
) |
Depreciation and amortization expenses |
|
|
(4.6 |
) |
|
|
(4.6 |
) |
|
|
- |
|
Loss on equity investment securities at fair value through profit or loss |
|
|
- |
|
|
|
(15.3 |
) |
|
|
15.3 |
|
Research and development costs |
|
|
(5.7 |
) |
|
|
(4.8 |
) |
|
|
(0.9 |
) |
Share based compensation |
|
|
1.1 |
|
|
|
(5.5 |
) |
|
|
6.6 |
|
Employee benefits expense |
|
|
(24.0 |
) |
|
|
(23.6 |
) |
|
|
(0.4 |
) |
Borrowing costs |
|
|
(11.9 |
) |
|
|
(3.6 |
) |
|
|
(8.3 |
) |
Foreign currency (loss)/gain |
|
|
1.8 |
|
|
|
(1.2 |
) |
|
|
3.0 |
|
Loss on extinguishment of convertible notes |
|
|
(32.9 |
) |
|
|
- |
|
|
|
(32.9 |
) |
Impairment of property, plant and equipment |
|
|
(7.3 |
) |
|
|
- |
|
|
|
(7.3 |
) |
(Loss)/gain on fair value of derivative financial instruments |
|
|
5.1 |
|
|
|
(4.5 |
) |
|
|
9.6 |
|
Other income, net |
|
|
4.8 |
|
|
|
4.3 |
|
|
|
0.5 |
|
Loss before income tax (expense) benefit |
|
|
(92.7 |
) |
|
|
(74.6 |
) |
|
|
(18.1 |
) |
Income tax (expense) benefit |
|
|
— |
|
|
|
(0.1 |
) |
|
|
0.1 |
|
Net loss |
|
|
(92.7 |
) |
|
|
(74.7 |
) |
|
|
(18.0 |
) |
Other comprehensive loss, net of tax |
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation of foreign operations |
|
|
0.8 |
|
|
|
(3.8 |
) |
|
|
4.6 |
|
Total comprehensive loss |
|
$ |
(91.9 |
) |
|
$ |
(78.5 |
) |
|
|
(13.4 |
) |
57
Revenue
Revenue decrease by $0.3 million to $5.6 million for the year ended December 31, 2025, compared to $5.9 million for the year ended December 31, 2024. The decrease was primarily due to softer demand for consulting services partially offset by increased demand for hardware sales in our BTS segment.
Product Manufacturing and Operating Costs
Product manufacturing and operating costs increased $0.7 million to $2.5 million for the year ended December 31, 2025, compared to $1.8 million for the year ended December 31, 2024. The increase was primarily due to short-term supply chain impacts on certain material components.
Administrative and Other Expenses
Administrative and other expenses increased $2.3 million to $22.2 million for the year ended December 31, 2025, compared to $19.9 million for the year ended December 31, 2024. The increase was primarily due to consulting fees related to the continued build out of the Riverside facility.
Loss on equity investment securities at fair value through profit or loss
During the year ended December 31, 2024, the Company assessed the fair value of the investment in KORE Power and determined that it should be reduced to $0 as of December 31, 2024, and recorded a loss of $15.3 million. This determination was based in part on milestones regarding financing, construction and the timeline of KORE Power’s KOREPlex facility planned in Arizona not being met and the resulting announcement that the KOREPlex facility was not to be constructed and the change in Chief Executive Officer leadership of KORE Power. The Company maintained its assessment of the fair value of the investment in KORE Power as $0 as of December 31, 2025.
Loss on extinguishment of convertible notes
Loss on extinguishment of convertible notes was $32.9 million for the year ended December 31, 2025 (2024: Nil). The loss arose in connection with the conversion of Yorkville convertible notes. The loss primarily reflects the difference between the fair value of the ordinary shares issued and the carrying amount of the convertible notes at the extinguishment date.
Share based compensation
Share based compensation reduced $6.6 million to a gain of $1.1 million for the year ended December 31, 2025, compared to an expense of $5.5 million for the year ended December 31, 2024. The decrease was primarily due to the reversal of previously recognised share-based compensation following the departure of certain key management personnel.
Employee Benefits Expense
Employee Benefits expense increased $0.4 million to $24.0 million for the year ended December 31, 2025, compared to $23.6 million for the year ended December 31, 2024. The increase was primarily driven by higher personnel-related costs to support the alignment with the expansion of the business.
Foreign Currency (Loss)/Gain
Foreign currency gain for the year ended December 31, 2025, was $1.8 million compared to a foreign currency loss for the year ended December 31, 2024, of $1.2 million. Our foreign currency gain/loss fluctuates based on our exposure to transactions and balances denominated in currencies other than the functional currency of the related subsidiary.
(Loss)/Gain on fair value of derivative financial instruments
58
Gain on the fair value of derivative financial instruments for the year ended December 31, 2025 was $5.1 million, compared to a loss of $4.5 million for the year ended December 31, 2024. The year-over-year change was primarily attributable to the remeasurement of the derivative liabilities associated with the convertible notes issued to LGES in 2023 and Yorkville in 2025. The fair value movement was largely driven by the decrease in the Company’s share price between December 31, 2024 and December 31, 2025, which reduced the estimated value of the embedded conversion features.
Results of Operations for the Years Ended December 31, 2024 and December 31, 2023
For a comparison of our Results of Operations for the year ended December 31, 2024, to the year ended December 31, 2023, see "Item 5. Operating and Financial Review and Prospects” of our Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025.
AUSTRALIAN DISCLOSURE REQUIREMENTS
Principal activities
During the year, the principal activities of the Company included investment in scalability initiatives to increase production capacity of anode materials, and engagement with potential customers to advance commercial discussions and product qualification activities for anode materials.
Company Secretary
The Company Secretary is Suzanne Yeates. Appointed to the position of Company Secretary on September 18, 2015, Ms. Yeates is a Chartered Accountant and Founder and Principal of Outsourced Accounting Solutions Pty Ltd. She holds similar positions with other public and private companies.
Events after the reporting date
Since December 31, 2025, the Company has announced that it entered a binding term sheet for the proposed sale of its NOVONIX Battery Technology Solutions business segment. The proposed transaction represents a divestiture of the Company’s non-core business segment and aligns NOVONIX’s strategic focus to establish a vertically integrated synthetic graphite supply chain in North America.
There have been no other matters or circumstances that have arisen since the end of the twelve months ended December 31, 2025, which significantly affected or could significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company in future financial years.
Significant Changes in the State of Affairs
There have been no significant changes in the state of our affairs during the year ended December 31, 2025 except as noted in the "Business Overview" section included in Item 4.B.
Likely Developments and Expected Results of Operations
Comments on likely developments and expected results of operations are included in Item 5.
Environmental Regulations
59
The Company is subject to environmental regulations in respect of its operations in the United States and Canada and is committed to undertaking all its operations in an environmentally responsible manner.
To the best of the Directors’ knowledge, the Company has adequate systems in place to ensure compliance with the requirements of all environmental legislation and are not aware of any breach of those requirements during the financial year and up to the date of the Directors’ report included in Item 6. Directors, Senior Management and Employees — B. - Compensation.
The liquidity and capital resources discussion that follows contains certain estimates as of the date of this annual report on Form 20-F of our estimated future sources and uses of liquidity (including estimated future capital resources and capital expenditures) and future financial and operating results. These estimates represent forward looking information and reflect numerous assumptions made by us with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, and matters specific to our businesses, all of which are difficult or impossible to predict and many of which are beyond our control. See “Cautionary Note Regarding Forward-Looking Statements.”
Material Cash Commitments and Contractual Maturities
The Company has contractual obligations in respect of a non-cancellable operating lease for its Lookout Valley facility in Chattanooga, Tennessee, of $6.5 million. The Company recognized a right-of-use asset for this lease.
The Company had commitments for capital expenditure as of December 31, 2025 and December 31, 2024 of $15.1 million and $53.0 million, respectively.
As of December 31, 2025, the contractual maturities of the Company's non-derivative financial liabilities were as follows ($ in millions):
Contractual maturities of |
|
Less than |
|
|
6 – 12 |
|
|
Between |
|
|
Between |
|
|
Over |
|
|
Total |
|
|
Carrying |
|
|||||||
At December 31, 2025 |
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|||||||
Trade and other payables |
|
$ |
13.3 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
13.3 |
|
|
$ |
13.3 |
|
Lease liabilities |
|
|
0.4 |
|
|
|
0.4 |
|
|
|
0.9 |
|
|
|
2.8 |
|
|
|
3.2 |
|
|
|
7.7 |
|
|
|
6.5 |
|
Borrowings |
|
|
1.4 |
|
|
|
1.4 |
|
|
|
63.3 |
|
|
|
7.5 |
|
|
|
29.0 |
|
|
|
102.6 |
|
|
|
93.8 |
|
Total non-derivatives |
|
$ |
15.1 |
|
|
$ |
1.8 |
|
|
$ |
64.2 |
|
|
$ |
10.3 |
|
|
$ |
32.2 |
|
|
$ |
123.6 |
|
|
$ |
113.6 |
|
Funding Requirements
As of December 31, 2025, we had cash and cash equivalents of $79.9 million. On November 1, 2023 we were awarded a $100.0 million grant from the Department of Energy Office of Critical Minerals and Energy Innovation (CMEI) to be utilized in the expansion of our Riverside facility. Receipts from this Grant will be paid against verified expenses and are required to be matched with Company funding. During the year ended December 31, 2025, the Company claimed $23.1 million from the $100.0 million DOE CMEI grant, bringing the total claimed to date under the grant to $42.3 million. We will need to obtain additional funding to expand our production facilities and meet our targeted production capacities and fund our continuing operations.
See Item 3. Key Information—D. Risk Factors ("We may need to obtain funding from time to time to finance our growth and operations, which may not be available on acceptable terms, or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate certain operations, and we may be unable to adequately control their costs.”)
60
Sources and Uses of Liquidity
We expect our costs to continue to increase in connection with our ongoing activities, particularly as we continue to purchase additional production equipment associated with the manufacture of synthetic graphite.
In July 2025, NOVONIX and Yorkville executed a binding multi-tranche funding agreement under which Yorkville committed up to $100.0 million (of which $40.0 million required mutual consent) in exchange for the issuance of unsecured convertible debentures. In October 2025, the final tranche was completed fulfilling the entire $100.0 million funding commitment under the transaction.
In November 2024, the Company successfully completed a fully underwritten placement of new fully paid ordinary shares (“New Shares”) to institutional and sophisticated investors (the “Institutional Offering”) at an offer price of A$0.60 per New Share (“Institutional Placement”) for net proceeds of $26.6 million. Under the Institutional Placement, the Company issued approximately 74.1 million New Shares pursuant to the Company’s existing placement capacity under ASX Listing Rule 7.1. The 74.1 million New Shares issued under the Institutional Placement rank equally with existing shares on issue. In connection with this equity placement, the Company also (i) issued approximately 12.8 million shares under the second placement to existing major shareholder Phillips 66 (the “Secondary Placement”) after shareholder approval at an extraordinary general meeting on 22 January 2025 to raise $5.0 million and (ii) offered a non-underwritten Share Purchase Plan (“SPP”) which closed on 10 January 2025. The Company issued 53,887,112 ordinary shares to eligible shareholders to raise $20.2 million (before costs) under the SPP.
The Company will use the proceeds from the Yorkville debenture transaction, Institutional Offering, the Secondary Placement and the SPP to purchase, install, and commission additional equipment in the Company’s Riverside facility in Chattanooga, Tennessee.
In December 2024, the Company announced a conditional loan commitment from the U.S. Department of Energy through the EDF for a direct loan of up to $754.8 million ($692 million in principal and $62.8 million in capitalized interest) to be applied towards partially financing a proposed new facility in Chattanooga, Tennessee. If finalized, the loan would be applied towards partially financing the construction of the new facility, Enterprise South, to be located in the Enterprise South Industrial Park in Chattanooga, Tennessee. This facility is expected to produce approximately 31,500 tonnes per annum of synthetic graphite.
On June 21, 2023, pursuant to the LGES Note Agreement, we issued an aggregate principal amount of $30 million unsecured convertible notes to LGES (the “Convertible Notes”). The Convertible Notes bear interest at an annual percentage rate of 4.0%, have a maturity date of June 7, 2028 and will mandatorily convert into ordinary shares upon LGES' acceptance of the first purchase order under any purchase agreement that it may enter into with NOVONIX. However, LGES may elect to convert some or all of the Convertible Notes prior to such time. No interest would be payable on the Convertible Notes that are converted into ordinary shares prior to the maturity date. On the maturity date, LGES may elect to redeem or convert all the Convertible Notes then outstanding, in which case interest will be payable in cash (in the case of redemption) or “in-kind” (in the case of conversion). The conversion price of the Convertible Notes is A$1.60 per ordinary share. The proceeds from issuing the Convertible Notes have been utilized for continued development of anode materials, operational needs and general corporate purposes.
See Item 7. Major Shareholders and Related Party Transactions.
In addition, we expect to incur significant commercialization expenses related to sales, marketing, and distribution to the extent that such sales, marketing and distribution are not the responsibility of any future customers. Further, we expect to incur additional expenses associated with operating as a public company in Australia and the United States. We may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses, impact our ability to repay our debt (including the Convertible Notes issued to LGES) and require future capital raises to maintain our business.
61
We believe we will continue to incur operating and net losses in each fiscal year until at least the time we begin significant production of our anode materials, which is not expected to occur earlier than the second half of 2027 and may occur later or not at all. These conditions give rise to substantial doubt over our ability to continue as a going concern. If we were not able to continue as a going concern, or if there were continued doubt about our ability to do so, additional financing may not be available to us.
See Item 3. Key Information—D. Risk Factors ("We have a history of financial losses and expect to incur significant expenses and continuing losses in the near future.”).
Until we can generate a sufficient amount of revenue from the sale of synthetic graphite, if ever, we expect to finance our operating activities through our existing liquidity and future financing activities, including a combination of equity offerings, debt financings, collaborations, strategic partnerships and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, ADS holders' ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of such holders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, intellectual property, future revenue streams or product candidates. If we are unable to raise additional funds through financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
See Item 3. Key Information—D. Risk Factors (“We may need to obtain funding from time to time to finance our growth and operations, which may not be available on acceptable terms, or at all. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate certain operations, and we may be unable to adequately control their costs.”).
Our present and future funding requirements will depend on many factors, including, among other things:
Sources and Uses of Liquidity
The following table summarizes our cash flows for the periods presented.
|
|
Year Ended December 31, |
|
|
Year Ended |
|
||||||
($ in Millions) |
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|||
Net cash outflow from operating activities |
|
$ |
(42.2 |
) |
|
$ |
(40.4 |
) |
|
$ |
(1.8 |
) |
Net cash outflow from investing activities |
|
|
(32.9 |
) |
|
|
(18.2 |
) |
|
|
(14.7 |
) |
Net cash inflow from financing activities |
|
|
109.9 |
|
|
|
25.2 |
|
|
|
84.7 |
|
Net increase/(decrease) in cash and cash equivalents |
|
|
34.8 |
|
|
|
(33.4 |
) |
|
|
68.2 |
|
Effects of foreign currency |
|
|
2.5 |
|
|
|
(2.8 |
) |
|
|
5.3 |
|
Cash and cash equivalents at the beginning of the year |
|
|
42.6 |
|
|
|
78.8 |
|
|
|
(36.2 |
) |
Cash and cash equivalents at the end of the year |
|
$ |
79.9 |
|
|
$ |
42.6 |
|
|
$ |
37.3 |
|
62
Cash Flows from Operating Activities
For the years ended December 31, 2025, and 2024, net cash used in operating activities was $41.2 million and $40.4 million, respectively. The increase in net cash used in operating activities was primarily due to an increase in payments to suppliers and employees.
Payments to suppliers and employees increased to $50.8 million in the year ended December 31, 2025, from $50.3 million in the year ended December 31, 2024, in line with increased business activities in our NAM segments.
Year Ended December 31, 2024, compared to Year Ended December 31, 2023
For a comparison of our Cash Flows from Operating Activities for the year ended December 31, 2024, to the year ended December 31, 2023, see "Item 5. Operating and Financial Review and Prospects” of our Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025.
Cash Flows from Investing Activities
For the years ended December 31, 2025, and 2024, net cash used in investing activities was $32.9 million and $18.2 million, respectively. The increase was primarily due to an increase of $31.3 million in payments for property, plant and equipment partially offset by government grants received.
Years Ended December 31, 2024, compared to Year Ended December 31, 2023
For a comparison of our Cash Flows from Investing Activities for the year ended December 31, 2024, to the year ended December 31, 2023, see "Item 5. Operating and Financial Review and Prospects” of our transition report on Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2024.
Cash Flows from Financing Activities
For the years ended December 31, 2025, and 2024, net cash provided by financing activities was $109.9 million and net cash used in financing activities was $25.2 million, respectively. The increase was primarily due to the net proceeds of $95.0 million convertible debentures issued to Yorkville, proceeds from the issue of shares of $25.1 million, and transaction costs related to the issue of equity securities and convertible debt securities of $7.7 million.
Year Ended December 31, 2024, compared to Year Ended December 31, 2023
For a comparison of our Cash Flows from Operating Activities for the year ended December 31, 2024, to the year ended December 31, 2023, see "Item 5. Operating and Financial Review and Prospects” of our Form 20-F for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025.
Credit Risk
The Company has no significant concentration of credit risk with respect to any counterparties or on a geographical basis. Amounts are considered “past due” when the debt has not been settled, in line with the terms and conditions agreed between the Company and the customer to the transaction.
The Company assesses impairment on trade and other receivables using the simplified approach of the expected credit loss (ECL) model under AASB 9.
The balance of receivables that remain within initial trade terms are considered to be of high credit quality.
63
Emerging Growth Company Status
As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:
We may take advantage of these exemptions until such time that we are no longer an emerging growth company.
Accordingly, the information that we provide shareholders and holders of the ADSs may be different than you might obtain from other public companies. We will cease to be an emerging growth company upon the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the last day of the fiscal year in which we qualify as a “large accelerated filer”; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year in which the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act.
Foreign Private Issuer Status
We are also considered a “foreign private issuer” under U.S. securities laws. In our capacity as a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, principal shareholders are exempt from the reporting and they, our senior management and the members of our Board of Directors are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information.
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We will remain a foreign private issuer until such time that 50% or more of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of the members of Board of Directors or our senior management are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.
We have taken advantage of certain reduced reporting and other requirements in this annual report. Accordingly, the information contained herein may be different from the information you receive from other public companies.
Passive Foreign Investment Company Status
Generally, we will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for any taxable year in which, after applying certain look-through rules with respect to the income and assets of our subsidiaries, either: (1) at least 75% of our gross income is “passive income” or (2) at least 50% of the average quarterly value of our total gross assets (which would generally be measured by fair market value of our assets) is attributable to assets that produce “passive income” or are held for the production of “passive income.” Passive income for this purpose generally includes
64
dividends, interest, royalties, rents, gains from commodities and securities transactions and the excess of gains over losses from the disposition of assets which produce passive income.
We believe that we were not a PFIC for U.S. federal income tax purposes for the taxable year ended December 31, 2025. However, there can be no assurance that we will not be a PFIC for the current taxable year or for any subsequent year. The determination of PFIC status is a factual determination that must be made annually and cannot be made until the close of a taxable year. The determination depends on, among other things, the composition of our income and assets. In this regard, cash generally is treated as a passive asset for PFIC purposes, and the composition of our income and assets will be affected by the amount and timing of any cash we receive, including from any grant funding, government loans or other sources, and the spending of such funds. The fair market value of our assets (including goodwill) may be determined in large part based on the market price of the ADSs and our ordinary shares, which may fluctuate. Moreover, the determination of PFIC status depends, in part, on the application of complex U.S. federal income tax rules which are subject to differing interpretations. Accordingly, there can be no assurance that we would not be a PFIC for the current taxable year or any future taxable year.
If we were to be a PFIC, a U.S. holder would be subject to increased tax liability (generally including an interest charge on certain taxes treated as having been deferred under the PFIC rules) on any gain realized on a sale or other disposition of the ADSs or ordinary shares and on the receipt of certain “excess distributions” received with respect to the ADSs or ordinary shares, unless such U.S. holder makes certain elections. One such election, the “QEF Election,” will be unavailable to a U.S. holder because we do not intend to provide information that a U.S. holder would need to make a valid QEF Election.
U.S. holders should consult their tax advisors regarding the potential application of the PFIC rules to their ADSs or ordinary shares. The language in this section supersedes the language included in Item 3. Key Information—D. Risk Factors (“If we are a passive foreign investment company, there could be adverse U.S. federal income tax consequences to U.S. holders.”) contained herein and supplements the discussion under Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Considerations contained herein.
Information regarding our research and development and patent matters are detailed in Item 4.B. Business Overview of our 2025 annual report.
Our growth strategy and industry trends are detailed in Item 3. Key Information—B. Business Overview of this annual report. The uncertainties and material commitments such as financial instruments that are likely to have a material effect on our financial condition are described in Item 3. Key Information—D. Risk Factors contained herein and Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources, above.
Our consolidated financial statements are prepared in conformity with IFRS, as issued by the IASB. In preparing our consolidated financial statements, we make judgments, estimates and assumptions about the application of our accounting policies which affect the reported amounts of assets, liabilities, revenue and expenses. Our critical accounting estimates and judgments and sources of estimation uncertainty are described in Note 1 to our audited consolidated financial statements, which are included elsewhere in this Annual Report.
65
Item 6. Directors, Senior Management and Employees
The following table sets forth information relating to our directors and senior management, also referred to in this report as key management personnel or "KMP," as of the date of this annual report on Form 20-F.
Name |
|
|
Age |
|
|
Position |
Senior Management |
|
|
|
|
|
|
Mike O’Kronley |
|
|
53 |
|
|
Chief Executive Officer and Managing Director |
Robert Long |
|
|
54 |
|
|
Chief Financial Officer |
Kimberly Heimert |
|
|
56 |
|
|
Chief Legal & Risk Officer |
Dwayne Johnson |
|
|
54 |
|
|
Chief Operating Officer |
Directors |
|
|
|
|
|
|
Anthony Bellas |
|
|
72 |
|
|
Non-executive Director |
Sharan Burrow AC |
|
|
71 |
|
|
Non-executive Director |
Ronald Edmonds |
|
|
68 |
|
|
Chairman |
Nick Liveris |
|
|
42 |
|
|
Non-executive Director |
Robert Natter |
|
|
80 |
|
|
Deputy Chairman and Non-executive Director |
Jean Oelwang |
|
|
61 |
|
|
Non-executive Director |
Suresh Vaidyanathan |
|
|
59 |
|
|
Non-executive Director |
The business addresses for our senior management and Board of Directors are NOVONIX Limited, Level 38, 71 Eagle Street, Brisbane, Queensland 4000, Australia.
Senior Management
Mike O’Kronley
Mr. Mike O’Kronley is the Company’s Chief Executive Officer and Managing Director. Mr. O'Kronley joined the Company as its CEO effective May 19, 2025 and was appointed as Managing Director on December 15, 2025. Mr. O'Kronley brings over 30 years of automotive experience, including 15 years in the lithium-ion battery and battery materials space. Mr. O’Kronley has held pivotal roles at A123 Systems, Metaldyne Corp., and Robert Bosch. Mr. O’Kronley holds both Bachelor’s and Master’s degrees in engineering from the University of Michigan.
Robert Long
Mr. Robert Long joined the Company as its CFO effective September 1, 2024. Mr. Long also served as the Company’s interim CEO from January 2025 to May 2025. Mr. Long brings over 30 years of experience in the business and finance sectors. From 2020 to early-2024, he was the founder and Chief Executive Officer of Bridges Consumer Healthcare, a private equity-backed provider of over-the-counter health and personal care brands. From 2019 to 2020, he was Senior Vice President Strategy for Shaw Industries, and from 2006 to 2019. He served in various financial and accounting roles with escalating responsibility and ultimately as Head of North America Region with Sanofi Consumer Healthcare (and Chattem, Inc.). Previously, Mr. Long was a Senior Audit Manager with Ernst & Young. Mr. Long is a Certified Public Accountant in the State of Tennessee and a graduate of the University of Tennessee at Chattanooga.
Kimberly Heimert
Ms. Kimberly Heimert is the Company’s Chief Legal & Risk Officer. Before joining the Company on September 2, 2025, Ms. Heimert was the CEO of Energy Transition Advisory Group LLC, a boutique advisory firm that advises clients on clean energy, critical minerals, infrastructure, and public-private investment frameworks. Previously, she was the General Counsel of the Overseas Private Investment Corporation (OPIC), the U.S. government’s development finance institution
66
(now the DFC), General Counsel of Africa50, an $880 million pan-African infrastructure investment platform, and the Deputy Chief Counsel of the Department of Energy’s Loan Programs Office. Earlier in her career, Ms. Heimert was a Managing Director at GE Energy Financial Services and practiced at leading global law firms in New York, Washington, London, and Central Asia, including White & Case and Chadbourne & Parke. Ms. Heimert has 30 years of experience across private equity, debt finance, and infrastructure investment. She brings to the Company deep expertise in the law, enterprise risk management, corporate governance, and sustainability, with a career spanning both public and private sectors in the U.S. and globally. Ms. Heimert earned her J.D., cum laude, from Harvard Law School and her B.A., summa cum laude, from The American University, and completed an executive education program at Harvard Business School. Ms. Heimert currently serves as a Non-Executive Director of AltEnergy Acquisition Corp. (NASDAQ: AEAE) and on the Advisory Board of Oryx Strategic Capital.
Dwayne Johnson
Mr. Dwayne Johnson is the Chief Operating Officer of the Company. Before joining the Company on November 3, 2025, Mr. Johnson was the VP of Strategy, Capital Projects, and Operations for EMT, the largest supplier of manufactured products into the cementitious building products industry, where he was responsible for setting and executing the 5-year strategic growth plan that resulted in expanding operations to 10 greenfield manufacturing facilities, managing over $500m in capital spend, and doubling company profitability. Mr. Johnson has over 30 years of manufacturing and capital project leadership. He holds B.S. and M.S. degrees in Chemical Engineering from Case Western Reserve University where he graduated Magna Cum Laude, as well as an MBA.
Non-Executive Directors
Anthony Bellas
Mr. Anthony Bellas served as Deputy Chairman of the Company from November 30, 2021 to June 30, 2025. Mr. Bellas previously served as the inaugural Chairman of the Company since August 11, 2015. He brings over 30 years of experience in the public and private sectors. Mr. Bellas was previously CEO of the Seymour Group, one of Queensland’s largest private investment and development companies. Prior to joining the Seymour Group, Mr. Bellas held the position of CEO of Ergon Energy, a Queensland Government-owned corporation involved in electricity distribution and retailing. Before that, he was CEO of CS Energy, also a Queensland Government-owned corporation and the State’s largest electricity generation company, operating over 3,500 MW of gas-fired and coal-fired plants at four locations. Mr. Bellas had an extensive career with Queensland Treasury, achieving the position of Deputy Under Treasurer. Mr. Bellas is also a Director and Deputy Chairman of State Gas Limited (ASX: GAS), Director and Chairman of Green & Gold Minerals Limited (ASX: GG1), Loch Explorations Pty Ltd, and Burlington Mining Pty Ltd.
Sharan Burrow AC
Sharan Burrow AC was appointed to the Board of Directors on February 28, 2024. Ms. Burrow is a global advocate for human rights, climate action, and Just Transition. She is the former General Secretary of the International Trade Union Confederation (2010-2022). Previously she was President of the Australian Council of Trade Unions (2000–2010). Ms. Burrow is well known for her international advocacy on employment, human rights, industrial relations, corporate responsibility, and climate action with just transition solutions. She has represented workers and civil society groups in global policy discussions in United Nations bodies, on the Governing Body of the International Labour Organisation as well as at the tables of the G7, G20, World Bank, and International Monetary Fund. She has twice been a Co-Chair of the World Economic Forum’s Annual Meeting in Davos. Ms. Burrow is currently a Visiting Professor in Practice at the London School of Economics-Grantham Institute, a Vice Chair of the European Climate Foundation, a board member of the Green Hydrogen Association, Co-Chair of the IEA Labour Council, a Commissioner for the Global Commission on Climate Governance, a B Team Leader and formerly Co-chair of 100% Human at Work. Ms. Burrow has also been appointed to the Temasek Sustainability Advisory Panel.
67
Ronald Edmonds
Mr. Ronald Edmonds serves as our Chairman effective as of July 1, 2025. Mr. Edmonds joined our Board as a Non-executive Director in October 2022. Effective August 1, 2024, the Board appointed Mr. Edmonds to an interim role as Executive Officer - Finance to ensure a smooth transition of the CFO role to Mr. Long. From 2009 to June 2024, Mr. Edmonds was the formerly the Controller, Vice President of Controllers and Tax and the Chief Accounting Officer of Dow, a materials science company with 2023 sales of $45 billion. He was formerly the Co-Controller of DowDuPont, a $73 billion holding company comprised of The Dow Chemical Company and DuPont which was spun into three independent, publicly traded companies in agriculture (Corteva), materials science (Dow) and specialty products sectors (DuPont). Edmonds led all aspects of Dow’s Controllers & Tax organizations, overseeing 1,250 employees and was responsible for all accounting, management reporting, external reporting, statutory reporting, internal controls, finance systems, tax planning, tax operations & strategy, and tax controversy globally for 500 legal entities. He oversaw all corporate controls that guide enterprise strategy, investment decisions, and global initiatives for Dow.
Nicholas Liveris
Mr. Nicholas Liveris was appointed to our Board effective September 1, 2024. Mr. Liveris is a seasoned business executive and corporate advisor with extensive experience in investment banking, management consulting, and leadership in emerging technology sectors. A graduate of the University of Michigan and the Wharton School of Business, Mr. Liveris began his career at Merrill Lynch in investment banking before joining McKinsey & Company, where he advised Fortune 500 companies on large-scale business transformations and strategic investments. Mr. Liveris joined NOVONIX in its early stages as one of its first employees, serving as Chief Financial Officer. During his tenure, he played a key role in securing the company’s first large-scale customer contracts, successfully raising hundreds of millions of dollars from the U.S. government and private sector, and leading the company’s listing on NASDAQ. These efforts significantly contributed to NOVONIX’s growth and positioning as a global leader in lithium-ion battery materials and technology. In addition to his role at NOVONIX, Mr. Liveris serves on the board of Leichhardt Group and is an Executive Director at the Liveris Family Office, where he focuses on investments in clean technology, energy transition, and advanced manufacturing. His career has been defined by a commitment to fostering growth and innovation in sustainability-focused markets.
Robert Natter
Admiral Robert J. Natter serves as our Deputy Chairman and Non-executive Director effective as of July 1, 2025. He previously served as an Chairman and Non-executive director from November 30, 2021, an Executive Director from September 30, 2020 and has been a Director since 2017. He retired from active military service with the U.S. Navy in 2003 and has 20 years' experience in the private sector of the U.S. and Australia markets. During his Navy career, Admiral Natter served as the Commander of the U.S. Seventh Fleet, controlling all U.S. Navy operations throughout the western Pacific and Indian Oceans. As a four-star Admiral, Natter was Commander in Chief of the U.S. Atlantic Fleet and the first Commander of U.S. Fleet Forces Command, overseeing all Continental U.S. Navy bases and the training and readiness of all Navy ships, submarines, and aircraft squadrons based there. He is on the Board and chairs the Governance and Compensation Committee and the Government Security Committee of Allied Universal Security Company with over 800,000 employees worldwide. He also served on the Board of Intellisense (ISI), a privately held technology company based in Torrance, California, until 2023. Admiral Natter also serves on the U.S. Naval Academy Foundation Board and was Chairman of the Academy Alumni Association, representing over 60,000 living Academy alumni. He also served on the Navy Seal Museum and the Yellow Ribbon Fund Boards.
Jean Oelwang
Ms. Jean Oelwang joined our Board as a Non-executive Director in March 2022. Ms. Oelwang has 18 years of experience in helping to start and lead telecommunications companies in South Africa, Colombia, Bulgaria, Singapore, Hong Kong, Australia, and the U.S. This included roles in marketing, customer service, sales, and as a CEO. Over the last 20 years, she has been the Founding CEO and Trustee of Virgin Unite, the independent non-profit foundation of the Virgin Group, helping lead the incubation and start-up of several global initiatives, many with a focus on people and sustainability, including: The Elders, The B Team, Planetary Guardians, The Carbon War Room (merged with RMI), Ocean Unite, 100%
68
Human at Work, and The Caribbean Climate Smart Accelerator. Ms. Oelwang also worked with 25 Virgin businesses across 15 industries to help embed purpose in all they do and served as a Partner in the Virgin Group leading their people strategy. She is on the Advisory Council of The Elders, a B Team leader, is the cofounder of Plus Wonder, and the author of the book Partnering.
Suresh Vaidyanathan
Mr. Suresh Vaidyanathan joined our Board as Non-executive Director in September 2023. Mr. Vaidyanathan is currently Vice President, Renewable Fuels for Phillips 66. He was appointed to succeed Ms. Zhanna Golodryga as Phillips 66's nominee to the Board of the Company. A global business leader with more than 30 years in the oil and gas energy industry, Mr. Vaidyanathan's career has spanned roles in technical, operations, and business functions and general management around the world. Prior to assuming his current role with Phillips 66 in 2023, Mr. Vaidyanathan was Vice President & Chief Engineer, Refining Business Improvement and led Phillips 66's effort to improve margins and costs, advance use of digital technologies and jumpstart renewable energy activities.
Advisors
Dr. Jeff Dahn
Dr. Jeff Dahn, 68, is a leading researcher with over 40 years of experience in the field of lithium-ion batteries and materials who currently serves as our Chief Scientific Advisor. Dr. Dahn obtained a B.Sc. degree in Physics from Dalhousie University in 1978 and completed his Ph.D. at the University of British Columbia in 1982. After completing his Ph.D., Dr. Dahn worked at the National Research Council of Canada (between 1982 and 1984) and at Moli Energy Limited (between 1985 and 1990), where he did pioneer work on lithium-ion battery technology. In 1990, Dr. Dahn accepted a faculty position within the Physics department of Simon Fraser University. In 1996, Dr. Dahn returned to Dalhousie University.
In 2016, Dr. Dahn commenced a research partnership with Tesla, which has since been extended until 2026. Dr. Dahn is the author or co-author of over 730 referred academic publications and seventy-three inventions with patents issued or fled.
Dr. Dahn has received a number of national and international awards and recognitions, including the Battery Division Research Award from The Electrochemical Society in 1996, the “Technology Award” from the ECS Battery Division in 2011, the Governor General’s Innovation Award in 2016 and the Gerhard Herzberg Gold Medal in Science and Engineering, which is regarded as Canada’s top science award, in 2017. Dr. Dahn was appointed Fellow of the Royal Society of Canada in 2001 and named an Officer of the Order of Canada in 2020.
Andrew Liveris AO
Mr. Andrew Liveris AO is strategic advisor to the Company. From 2018 until April 2024, Mr. Liveris was a Non-executive Director of the Company. A recognized global business leader with more than 40 years at the Dow Chemical Company, Mr. Liveris' career has spanned roles in manufacturing, engineering, sales, marketing, and business and general management around the world. During more than a decade as Dow’s CEO, Mr. Liveris led Dow’s transformation from a cyclical commodity chemicals manufacturing company into a global specialty chemical, advanced materials, agro-sciences, and plastics company. Mr. Liveris is a non-executive director of Lucid Motors (Nasdaq: LCID), a non-executive director of Saudi Arabian Oil Company (Saudi Aramco), a non-executive director of Worley Parsons Limited (ASX: WOR) and a non-executive director of International Business Machines (IBM) Corporation (NYSE: IBM). Mr. Liveris has also been appointed as the Chair of the Brisbane Organising Committee for the 2032 Olympic and Paralympic Games.
Family Relationships
Andrew Liveris, a Non-executive Director until April 2024, is the father of the Company’s Non-executive Director and former Chief Financial Officer, Nick Liveris.
69
Remuneration Report for Australian Disclosure Requirements
Dear NOVONIX shareholders.
On behalf of the Board of Directors and as Chair of the Remuneration Committee, I am pleased to present the remuneration report for the financial year ended December 31, 2025.
Thanks to the team for a wonderful year where we:
This includes Mike O’Kronley as Chief Executive Officer. With a strong technical foundation in engineering, Mike brings over 30 years of automotive experience, including 15 years in the lithium-ion battery and battery materials space. We also brought in Kimberly Heimert as Chief Legal and Risk Officer in September 2025. Kimberly brings over 30 years of global experience in private equity, debt finance, infrastructure investment, and clean energy. Dwayne Johnson joined us as Chief Operating Officer in November 2025. Dwayne brings over 30 years of experience in manufacturing and capital project leadership, with a proven record of driving strategic growth, operational excellence, and continuous improvement across multiple industries. All are based in Chattanooga, TN, alongside Robert Long, Chief Financial Officer.
In 2024, we significantly revamped our remuneration framework to be in line with feedback from shareholders. We did not make any significant changes in 2025 and are not contemplating any significant changes in 2026. We will continue to align with performance-based rewards as the Company is poised to enter a growth phase in 2026 and beyond.
The changes implemented to our compensation programs in 2024 were in response to the feedback presented in our 2024 AGM, which received 90% support from shareholders. As such, we have continued these practices into our 2025 Remuneration Report with key elements such as:
70
As always, we welcome your feedback and input to ensure we build this critical company as a leader in the US production of synthetic graphite.
We are all honored to be part of this important mission and are grateful for your support.
With gratitude,
Jean Oelwang
Chairperson of the Remuneration Committee
71
OVERVIEW OF THE REMUNERATION REPORT
The Board of Directors presents the NOVONIX Limited 2025 remuneration report, outlining key aspects of our remuneration policy and framework and remuneration awarded this financial year ending December 31, 2025 to our Executives and our Non-executive Directors (collectively, "Key Management Personnel"). The remuneration report contains the following sections:
REMUNERATION AND OUR 2025 PERFORMANCE
We are in the business of supplying advanced, high-performance battery materials, equipment, and services to the global lithium-ion battery market. Founded in 2012 and publicly traded since 2015, we started as a company in a nascent industry and continue to grow scale in an increasingly highly specialized industry.
As part of our business strategy, we maintain a lean but experienced team. To deliver on our ambitious business objectives, we aim to attract and retain high-quality employees who embody our core values of curiosity, collaboration, and commitment in a competitive market and even more competitive industry. We are a dual-listed Australian corporation with a management team and operations based entirely in North America, with approximately 180 full-time employees in the United States and Canada.
In 2025, our management made important strides in our business, executing on several critical business goals, namely:
As a growth stage company, we incurred in 2025, and have historically incurred, operating losses due to significant expenses, which we expect will continue as we develop our technology and scale production ahead of eventual commercialization, revenue growth, and ultimately profitability. During the year, our share price reached a high of A$1.02
72
in mid-October 2025 and a low of A$0.32 in early April 2025. This stemmed from overall uncertainty in the market, particularly with respect to the U.S. Government’s approach to support critical mineral companies such as NOVONIX and the possibility of China reducing or eliminating the global supply of critical minerals, which are particularly impactful to the NOVONIX share price. Given the nature of our activities and the consequential operating results, we have not proposed or paid dividends to shareholders or returned capital to them.
In this critical growth phase, where we aim to achieve important business milestones and the challenging goals we have set for ourselves, while sustaining losses and seeing our share price fluctuate, we must take care that our remuneration program accomplishes several aims:
The 2025 remuneration program was designed to achieve these goals. The program incentivizes management to deliver growth and results, while at the same time motivating and retaining key talent in the North American market where our operations are located. We recognize these as vital to achieving both short and long-term business objectives and enhancing shareholder value in the long term.
The following tables summarize the key financial and share price performance over the past five financial years, being factors that have been considered in both STI and LTI outcomes.
The details of revenue and net loss before taxes:
|
|
Year Ended |
|
|
Year Ended |
|
|
Year Ended |
|
|
|||
Revenue |
|
|
5,617,119 |
|
|
|
5,854,424 |
|
|
|
8,054,528 |
|
|
Net loss before taxes |
|
|
(92,699,645 |
) |
|
|
(74,724,454 |
) |
|
|
(46,448,210 |
) |
|
Table 1: Revenue and Net Profit (loss) before Income Tax
The details of share price movements are as follows:
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
December 31, 2023 |
|
|
June 30, 2022 |
|
|
June 30, 2021 |
|
|||||
Share price (A$) |
|
$ |
0.42 |
|
|
$ |
0.735 |
|
|
$ |
0.735 |
|
|
$ |
2.28 |
|
|
$ |
2.22 |
|
Table 2: Share price movements
73
KEY MANAGEMENT PERSONNEL COVERED BY THE REMUNERATION REPORT
This remuneration report discusses the compensation of the KMPs listed below (defined under Australian rules as individuals who have authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly, including all NEDs).
Name |
|
Position |
|
Country |
|
Term as KMP in FY2025 |
NON-EXECUTIVE DIRECTORS |
||||||
R Edmonds |
|
Independent Non-executive Chair (from July 1, 2025) Executive Director - Finance (to June 30, 2025) |
|
United States |
|
Full year |
R Natter |
|
Independent Non-executive Deputy Chairman (from July 1, 2025) Independent Non-executive Chairman (to June 30, 2025) |
|
United States |
|
Full year |
A Bellas |
|
Independent Non-executive Director (from July 1, 2025) Independent Non-executive Deputy Chairman (to June 30, 2025) |
|
Australia |
|
Full year |
S Burrow |
|
Independent Non-executive Director |
|
Australia |
|
Full year |
N Liveris |
|
Non-executive Director |
|
United States |
|
Full year |
J Oelwang |
|
Independent Non-executive Director |
|
United States |
|
Full year |
S Vaidyanathan |
|
Non-executive Director |
|
United States |
|
Full year |
EXECUTIVES |
||||||
M O'Kronley |
|
Managing Director (from December 15, 2025) Chief Executive Officer (May 19, 2025 to December 15,2025) |
|
United States |
|
Appointed May 19, 2025 |
R Long |
|
Chief Financial Officer Interim Chief Executive Officer (24 January 2025 – 18 May 2025) |
|
United States
|
|
Full year |
K Heimert |
|
Chief Legal & Risk Officer |
|
United States |
|
Appointed September 1, 2025 |
D Johnson |
|
Chief Operating Officer |
|
United States |
|
Appointed November 1, 2025 |
C Burns |
|
Chief Executive Officer |
|
Canada |
|
Ceased January 24, 2025 |
R Buttar |
|
Chief Legal & Administrative Officer |
|
United States |
|
Ceased August 31, 2025 |
D MacDougald |
|
Chief Operating Officer |
|
United States |
|
Ceased September 30, 2025 |
Table 3: Key Management Personnel
Except as outlined above, there have been no other changes to KMPs, both since the end of the reporting period and as of the date of this remuneration report.
74
EXECUTIVE REMUNERATION AT A GLANCE
The following table summarizes total remuneration for each of the Executives for 2025 showing the grant date fair values of the equity grants.
|
|
Fixed Remuneration (US$) |
|
|
Variable Remuneration (US$) |
|
|
|
|
|||||||||||||||||||||||||||
Name |
|
Cash |
|
|
Post- |
|
|
Annual Leave |
|
|
Termination payments5 |
|
|
Non-Monetary |
|
|
STI |
|
|
Performance/ |
|
|
Options1 |
|
|
Total (USD$) |
|
|||||||||
M O'Kronley (appointed May 19, 2025) |
|
|
373,077 |
|
|
|
7,500 |
|
|
|
12,981 |
|
|
|
— |
|
|
|
29,719 |
|
|
|
197,731 |
|
|
|
153,189 |
|
|
|
— |
|
|
|
774,197 |
|
R Long3 |
|
|
521,310 |
|
|
|
— |
|
|
|
2,756 |
|
|
|
— |
|
|
|
14,452 |
|
|
|
276,294 |
|
|
|
201,216 |
|
|
|
— |
|
|
|
1,016,028 |
|
K Heimert (appointed September 1, 2025) |
|
|
133,333 |
|
|
|
— |
|
|
|
577 |
|
|
|
— |
|
|
|
9,751 |
|
|
|
53,000 |
|
|
|
6,889 |
|
|
|
— |
|
|
|
203,550 |
|
D Johnson (appointed November 1, 2025) |
|
|
69,167 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,800 |
|
|
|
27,494 |
|
|
|
17,398 |
|
|
|
— |
|
|
|
115,859 |
|
C Burns (ceased January 24, 2025)2 |
|
|
42,637 |
|
|
|
6,160 |
|
|
|
(35,641 |
) |
|
|
1,341,500 |
|
|
|
1,778 |
|
|
|
— |
|
|
|
(162,137 |
) |
|
|
(2,882,403 |
) |
|
|
(1,688,106 |
) |
R Buttar (ceased August 31, 2025) |
|
|
254,375 |
|
|
|
6,271 |
|
|
|
(22,534 |
) |
|
|
1,152,135 |
|
|
|
1,754 |
|
|
|
— |
|
|
|
(25,595 |
) |
|
|
— |
|
|
|
1,366,406 |
|
D MacDougald (ceased September 30, 2025) |
|
|
273,300 |
|
|
|
8,699 |
|
|
|
(3,926 |
) |
|
|
997,823 |
|
|
|
13,413 |
|
|
|
— |
|
|
|
(129,170 |
) |
|
|
— |
|
|
|
1,160,139 |
|
R Edmonds (interim executive role ceased June 30, 2025)4 |
|
|
100,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
138,182 |
|
|
|
— |
|
|
|
— |
|
|
|
238,182 |
|
Table 4: Total Executive Remuneration
[1] Represents the expense for 2025 fiscal year associated options held by the relevant KMP during the 2025 fiscal year. No options were granted to KMP during the 2025 fiscal year.
[2] Cash salary amounts for Chris Burns throughout this remuneration report represent the US$ translated amount of the salary he received in CAD.
[3] R Long was Chief Financial Officer from January 1, 2025 – January 24, 2025, with a base salary of $400,000 and also assumed the role of Interim Chief Executive Officer from January 24, 2025 – May 18, 2025, with a base salary of $600,000. Effective with the appointment of M O'Kronley as CEO effective May 19, 2025. R Long remained the Chief Financial Officer from May 19, 2025 – December 31, 2025, with a base salary of $450,000.
[4] R Edmonds was Interim Executive Officer – Finance from January 1, 2025 to June 30, 2025, with a base salary of $200,000. He was appointed as Independent Non-executive Chair on July 1, 2025.
[5] Termination Payments paid were required pursuant to contractual agreements between the Company and the departed employee.
The following table shows the total remuneration realised by our Executives in 2025, based on the value of outstanding equity awards that vested or were exercised during the year, excluding post-employment and annual leave entitlements. For LTI awards granted for 2025, Executive LTI performance rights vest based on corporate performance, with sign-on performance rights vesting solely based on time:
|
|
Fixed Remuneration (USD$) |
|
|
Variable Remuneration (USD$) |
|
|
|
|
|||||||||||||||||||
Name |
|
Cash Salary |
|
|
Termination payments2 |
|
|
STI |
|
|
Intrinsic value |
|
|
Intrinsic value |
|
|
Intrinsic value |
|
|
Total (USD$) |
|
|||||||
M O'Kronley |
|
|
373,077 |
|
|
|
— |
|
|
|
197,731 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
570,808 |
|
R Long |
|
|
521,310 |
|
|
|
— |
|
|
|
276,294 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
797,604 |
|
K Heimert |
|
|
133,333 |
|
|
|
— |
|
|
|
53,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
186,333 |
|
D Johnson |
|
|
69,167 |
|
|
|
— |
|
|
|
27,494 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
96,661 |
|
C Burns |
|
|
42,637 |
|
|
|
1,276,848 |
|
|
|
— |
|
|
|
13,462 |
|
1 |
|
340,398 |
|
1 |
|
— |
|
|
|
1,673,345 |
|
R Buttar |
|
|
254,375 |
|
|
|
389,009 |
|
|
|
— |
|
|
|
2,126 |
|
1 |
|
95,648 |
|
1 |
|
— |
|
|
|
741,158 |
|
D MacDougald |
|
|
273,300 |
|
|
|
264,573 |
|
|
|
— |
|
|
|
— |
|
|
|
57,465 |
|
1 |
|
— |
|
|
|
595,338 |
|
R Edmonds |
|
|
100,000 |
|
|
|
— |
|
|
|
138,182 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
238,182 |
|
Table 5: Total Realised Executive Remuneration
[1] Value converted from AUD.
[2] Termination Payments paid were required pursuant to contractual agreements between the Company and the departed employee.
75
As shown by the two preceding tables, we determined to grant a significant portion of equity awards in 2025 so as to tie the Executives’ incentives with the interests of shareholders.
EXECUTIVE REMUNERATION GOVERNANCE
Role of the Remuneration Committee
The Board is responsible for the Company’s remuneration strategy. The Remuneration Committee, comprised of a majority of independent, non-executive Directors, advises the Board on remuneration policies and practices generally, and makes specific recommendations on remuneration packages and other terms of employment for executives and non-executive Directors. Individual pay structures and outcomes are developed in consultation with external and independent remuneration consultants, and reviewed and approved by the Remuneration Committee, which then recommends them for approval to the Board.
In making recommendations to the Board, the Remuneration Committee considers, among other things, relevant market trends and practices, individual roles and responsibilities, legal and regulatory requirements, diversity (including with respect to gender), and feedback from shareholders and other stakeholders. This governance structure is aimed at ensuring that our remuneration program aligns the pay of our management team with shareholder value, within the context of our Company’s unique situation as a dual-listed Australian company in a critical growth stage with a management team and operations based entirely in North America.
Role of Management
Although the Remuneration Committee ultimately is responsible for reviewing and making recommendations to the Board for the Company’s remuneration policies and framework, the Remuneration Committee may receive input from the management team, which it reviews closely. The Remuneration Committee, at its discretion, may invite representatives of management and other employed personnel to attend committee meetings. Our executives do not participate in Remuneration Committee discussions about their own remuneration and do not have any indirect conflict in setting the remuneration of other KMPs.
Role of Consultants
When appropriate, the Remuneration Committee will seek advice or recommendations from external and independent expert consultants, including benchmarking studies. In 2025, the Remuneration Committee retained AON Consulting Inc. (“AON”), which advised on various remuneration-related items, including peer group development, market practices, industry trends, investor views, and market data. Advice provided by consultants during the year did not constitute a “remuneration recommendation” as defined in section 9B of the Corporations Act and was received free from any undue influence by KMPs to whom the advice related. Furthermore, our Remuneration Committee concluded that AON is “independent” pursuant to Rule 5605(d)(3) of The Nasdaq Stock Market (“Nasdaq”).
Remuneration Peer Group
To understand the external market competitiveness of the compensation for our KMPs, our independent executive remuneration consultant analyzes publicly available information and compares the compensation of each KMP to data for comparable positions at companies in our peer group and provides a report to the Remuneration Committee. The Remuneration Committee reviews our peer group periodically, with input from its independent executive remuneration consultant. In creating the peer group, our independent executive remuneration consultant considers various factors, including: (i) relative size to our Company (revenue, market capitalization, and other relevant criteria); and (ii) nature of business (business focus, model, and location).
76
The 2025 compensation peer group consisted of 20 companies publicly traded in the United States in various industries, including electronic equipment and instruments, specialty chemicals, electrical components and equipment, automobile manufacturers, automotive retail, construction machinery and heavy transportation equipment, environmental and facilities services, and diversified metals and mining, with revenues generally less than $1 billion.
OUR REMUNERATION STRATEGY
As discussed in “Remuneration and our 2025 Performance,” our remuneration strategy is informed by both U.S. and Australian pay practices, our market, industry, and growth stage, and is designed to ensure we can:
Our success in recruiting the high caliber executive team that we have added in 2025, confirms our success in balancing these goals.
These strategic priorities have led us to continue the following pay practices in 2025:
77
These strategic priorities have led us to implement the following pay practices in 2025:
|
Fixed Remuneration1 |
|
Performance-Based Remuneration |
||
|
Short-Term Incentives |
|
Long-Term Incentives |
||
Rationale |
Attracts and retains key personnel via competitive baseline pay and provides a level of cash income predictability and stability. |
|
Focuses attention on corporate KPIs that promote achievement of strategic objectives and shareholder wealth. |
|
Serves multi-pronged purpose: • retains employees. • provides a framework for increasing shareholder value and business performance through key objectives that we believe are critical to long-term profitability. • conserves cash. |
Delivered as |
Cash. |
|
Cash. |
|
Performance rights in our ordinary shares. |
Process |
Set annually. |
|
Awarded annually. Remuneration Committee sets one-year performance goals upon grant at beginning of year and assesses their achievement after end of that year. |
|
Granted annually. For performance-vesting grants, Remuneration Committee sets multi-year performance goals upon grant at beginning of year and assesses their achievement after a 3-year period. |
Quantum of opportunity |
Set according to each KMP’s accountabilities, experience and qualifications, and market relativities. |
|
Opportunity set as a percentage of fixed remuneration. Pay outcomes are variable based on the achievement of performance criteria and Remuneration Committee’s discretion. |
|
Opportunity set based on target number of shares. Actual pay outcomes following vesting are variable subject to share price fluctuations and/or the achievement of performance criteria. |
Performance criteria |
N/A |
|
Corporate KPIs (business milestones including financial metrics), allowing use of negative discretion. |
|
Relative TSR with a revenue modifier. |
Performance and service period |
N/A |
|
1 year. |
|
3 years. |
Cessation of employment |
N/A |
|
No award will be made to employees who have ceased employment. |
|
Unvested performance rights are forfeited, unless Board exercises discretion. |
Table 6: Pay Practices
1 Fixed remuneration includes cash salary, post-employment benefits, annual leave entitlements and non-monetary benefits.
OUR REMUNERATION MIX
Our Remuneration Committee reviews and recommends to the Board the remuneration strategy for our KMPs annually to ensure it remains aligned to our business needs and outcomes. In our current, early stage of growth, setting quantitative target performance levels can be challenging. This is further complicated by rapidly shifting market and regulatory conditions. The majority of our target compensation is performance-based and at risk, and focused on long-term performance.
REMUNERATION OUTCOMES FOR THE YEAR ENDED DECEMBER 31, 2025
Cash Salary/Fixed Remuneration
The Remuneration Committee provides guidance in setting cash salaries for the Company’s Executives at levels that reflect the Remuneration Committee’s assessment of competitive compensation averages within our peer group for individuals with similar responsibilities at companies with similar financial, operating and industry characteristics, in similar locations. The members of the Remuneration Committee also evaluate Executive compensation using their accumulated individual
78
knowledge and industry experience, as well as publicly available compensation information with respect to companies within our peer group.
KMPs’ cash salaries for 2025 are shown below.
KMP |
|
2025 Cash |
|
|
2024 Cash |
|
|
% Change |
||
M O'Kronley |
|
|
600,000 |
|
|
N/A |
|
|
N/A |
|
Robert Long |
|
|
450,000 |
|
1 |
|
400,000 |
|
|
12.5% |
K Heimert |
|
|
400,000 |
|
|
N/A |
|
|
N/A |
|
D Johnson |
|
|
415,000 |
|
|
N/A |
|
|
N/A |
|
Table 7: Executive Contracted Cash Base Salaries
1 Represents R Long’s current salary. Robert Long was Chief Financial Officer for the full financial year and also assumed the role of interim Chief Executive Officer from January 24, 2025 to May 18, 2025, with a base salary of $600,000. Effective with the appointment of M O'Kronley as CEO on May 19, 2025, R Long remained the Chief Financial Office from May 19, 2025 to December 31, 2025, with a base salary of $450,000.
Short-term Incentives
The purpose of our STIs is to motivate and reward our Executives for the attainment of measurable performance objectives, including annually set goals for financing, strategic, and operational performance in line with KPIs. These are criteria that management is focused on for the Company in our current growth stage. The KPIs are the same among all Executives and measure the Company’s achievement during the fiscal year. While financial metrics do not currently make up the majority of KPIs, given that we remain focused on scaling the business and that certain of our long-term incentives include a revenue metric, they represented 35% of all KPIs for the 2025 STIs.
During the year for which performance is measured, each Executive receives an STI target award, which is a percentage of their salary for that year. Following the end of the year, Company performance against each KPI is measured. The level of achievement on each KPI is multiplied by the relative weight for that KPI, which then translates to a defined payout expressed as a percentage of the target STI.
For 2025, the target STI was 100% of salary for M O'Kronley (CEO) and R Long (CFO), and 75% of salary for K Heimert (CLRO) and Dwayne Johnson (COO). The table below shows the STI objectives and outcomes for the fiscal year.
Metric Category |
|
Goals |
|
% of Total STI |
|
Rating |
|
Outcome as |
Operational (50%) |
|
Furnaces operational to deliver to production targets |
|
50% |
|
50% |
|
25% |
|
Operational Subtotal |
|
|
|||||
People / ESG (10%) |
|
Total Recordable Incident Frequency Rate |
|
2.5% |
|
50% |
|
1.25% |
|
Process incidents |
|
2.5% |
|
50% |
|
1.25% |
|
|
Net Promoter Score |
|
5.0% |
|
50% |
|
2.50% |
|
|
People/ESG Performance Subtotal |
|
5% |
|||||
Strategic (5%) |
|
Cathode Commercial Partnerships |
|
5% |
|
0% |
|
0% |
|
Strategic Subtotal |
|
0% |
|||||
Financial (35%) |
|
Manage expenses and secure funding to continue growth of Riverside operations |
|
35% |
|
66% |
|
23% |
|
Financial Subtotal |
|
23% |
|||||
STI Performance Ratio |
|
53% |
||||||
STI Payout Ratio Approved by the Committee and Board |
|
53% |
||||||
Table 8: STI Objectives and Outcomes
The Remuneration Committee assessed the Company’s performance of KPIs for the financial year ended December 31, 2025 as achieving 53% of target. This led to the following payouts for 2025, which the Company believes reflects the close link between the STI remuneration and the Company performance during the financial year.
79
KMP |
|
Cash Salary |
|
|
STI |
|
|
Achieved |
|
|
STI |
|
|
Actual |
|
|||||
M O'Kronley (commenced May 19, 2025) |
|
|
373,077 |
|
|
|
100 |
% |
|
|
53 |
% |
|
|
53 |
% |
|
|
197,731 |
|
R Long 1 |
|
|
521,310 |
|
|
|
100 |
% |
|
|
53 |
% |
|
|
53 |
% |
|
|
276,294 |
|
K Heimert (commenced September 1, 2025) |
|
|
133,333 |
|
|
|
75 |
% |
|
|
53 |
% |
|
|
53 |
% |
|
|
53,000 |
|
D Johnson (commenced November 1, 2025) |
|
|
69,167 |
|
|
|
75 |
% |
|
|
53 |
% |
|
|
53 |
% |
|
|
27,494 |
|
Table 9: Realised Executive STI Compensation
1 Represents R Long’s current salary. Robert Long was Chief Financial Officer for the full financial year and also assumed the role of interim Chief Executive Officer from January 24, 2025 to May 18, 2025, with a base salary of $600,000. Effective with the appointment of M O'Kronley as CEO on May 19, 2025, R Long remained the Chief Financial Office from May 19, 2025 to December 31, 2025, with a base salary of $450,000.
Long-term Incentives
Performance rights
Executives participate in the LTIP, composed of grants of performance rights with varying vesting conditions. The dollar value of the LTI award is converted into a fixed number of performance rights based on the market value of NOVONIX shares at the time of grant.
In 2025, 100% of our grants to all of our KMPs were performance rights vesting based on the achievement of performance criteria, as shown below. None of these awards vest solely based on time.
Vesting is measured based on the relative Total Shareholder Return (rTSR) performance relative to the entities of a select peer group of companies primarily in the diversified metals and electronic equipment industries over the Performance Period (January 1, 2025 to December 31, 2027) as follows:
% of FY25 Performance Rights that vest |
|
TSR Ranking |
Below the 35th percentile |
|
0% of FY25 Performance Rights will vest |
At the 35th percentile |
|
25% of FY25 Performance Rights will vest |
At or above the 60th percentile |
|
100% of FY25 Performance Rights will vest |
Above the 35th percentile and below the 60th percentile |
|
Pro rata vesting between 25% and 100% of FY25 Performance Rights |
Table 10: Total Shareholder Return Vesting Levels
The number of FY25 Performance Rights that will vest upon satisfaction of the TSR Measure (specified above) will be adjusted based on the Company meeting certain revenue milestones in respect of the 2027 Financial Year (assessed as at December 31, 2027), as follows:
Multiplier |
|
Revenue target (US$) |
0.7x Number of FY25 Performance Rights that have vested |
|
Up to $54,000,000 |
1.5x Number of FY25 Performance Rights that have vested |
|
$108,000,000 or greater |
Linear interpolation between 0.7x and 1.5x Number of FY25 Performance Rights |
|
Above $54,000,000 and below $108,000,000 |
Table 11: Total Revenue Milestones Vesting Adjustments
80
Notwithstanding the Revenue Target Modifier, the total number of Performance Rights that can vest shall not exceed the number of Performance Rights representing the target opportunity.
The number of Performance Rights awarded to the executives during the 2025 financial year are set out in the table below:
KMP |
|
Total Performance Rights (#) |
|
|
M O'Kronley |
|
|
3,723,971 |
|
R Long |
|
|
1,363,398 |
|
K Heimert |
|
|
489,818 |
|
D Johnson |
|
|
1,208,596 |
|
R Buttar |
|
|
1,136,165 |
|
D MacDougald |
|
|
1,136,165 |
|
Table 12: Executive Performance Rights Awards
The performance rights listed above were granted to executives on May 1, 2025, with the exception of M O’Kronley, whose performance rights were granted on June 16, 2025, K Heimert, whose performance rights were granted on September 11, 2025 and D Johnson, whose performance rights were granted on November 28, 2025. The long-term incentives were issued as performance rights under the Company’s existing Performance Rights Plan. The target opportunities for all incentives were of a quantum substantially below the median of our U.S. peer group.
The Remuneration Committee believes that the performance criteria in the performance rights provide challenging but appropriate incentives to Executives given our focus on producing revenue over the coming years and our recognition of the necessary runway for achieving that goal. As discussed above, the relative TSR performance goals establish a rigorous framework for evaluating Company performance and are aimed at directly aligning the interests of our Executives with those of our shareholders. Additionally, the revenue modifier enhances our focus on top-line revenue growth, which is critical for effectively scaling and growing the business.
Options
No options were awarded to Executives during the 2025 financial year.
Post-Employment and Other Benefits
We provide certain pension and superannuation benefits to certain of our NEDs and our Executives. For the fiscal year ended December 31, 2025, the total amounts set aside or accrued by us to provide pension, retirement or similar benefits to our NEDs and Executives was $45,428.
OTHER ASPECTS OF OUR REMUNERATION PROGRAM
Share Ownership Guidelines
To further align the interests of our NEDs and other leadership with those of shareholders, the Company adopted share ownership guidelines in 2024. These require (1) each NED (other than those who do not receive remuneration from us, as further described below) to retain ordinary shares having a value of at least three times the annual cash retainer fee and (2) the Chief Executive Officer to retain ordinary shares having a value equal to three times his annual salary. Until reaching the required ownership level, NEDs covered by the guidelines and the Chief Executive Officer are required to retain at least 50% of the shares granted to them, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable), received upon the vesting or settlement of equity awards or the exercise of share options. Each NED covered by the guidelines and the Chief Executive Officer has five years to comply with the guidelines, and options and unvested performance rights do not count toward the requirement. Where an individual’s role changes and results in a change to the applicable ownership multiple (including due to a change in base fee or salary), the five (5) year period to satisfy the revised ownership requirement will recommence from the effective date of that role change.
81
The following shows compliance with the ownership guidelines as of December 31, 2025:
KMP |
|
Share Ownership Guideline |
|
Share Ownership as of December 31, 2025 |
M O'Kronley1 |
|
3x cash salary |
|
Guidelines met |
Non-executive Directors2,3 |
|
3x cash retainer |
|
Guidelines met |
Table 13: Share Ownership Guidelines Compliance
1 M. O’Kronley joined the Company in the past two years and has not yet met the required ownership level but will retain at least 50% of the shares granted, as required.
2Does not include S Vaidyanathan, who is not permitted to receive remuneration, including any equity incentives, in his personal capacity under the terms of his employment with Phillips 66 and terms of engagement with the Company (all of whose equity grants are paid or granted directly to Phillips 66).
3Non-executive Directors who join the Company have a five (5) year period to meet the required ownership level and must retain at least 50% of their shares as required. In addition, where an individual’s role changes and results in a change in base fee, the five (5) year period to satisfy the revised ownership requirement will recommence from the effective date of that role change.
Clawback Policy
We maintain a clawback policy as required by the rules of Nasdaq. Our clawback policy covers each of our current and former Executive officers (i.e., Executives). The policy provides that, subject to the limited exemptions provided by the Nasdaq rules, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Remuneration Committee must reasonably promptly seek recovery of any cash or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the covered individual, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess cash or equity-based bonus/other incentive compensation received by any covered individual, while he/she was an executive officer, on or after October 2, 2023 during the three completed fiscal years immediately preceding the date on which the Company determines an accounting statement is required. For more information, see the full text of our claw-back policy, which is filed as an exhibit to our Annual Report on Form 20-F.
REMUNERATION EXPENSES FOR KMPS
The following table details the remuneration expenses recognized for the Company’s KMPs and NEDs, for the current period and previous financial year measured in accordance with accounting standard requirements.
82
Year ended December 31, 2025 – All amounts are shown in US$.
|
|
Fixed Remuneration |
|
|
Variable Remuneration |
|
|
|
|
|||||||||||||||||||||||||||
Name |
|
Cash |
|
|
Post- |
|
|
Annual Leave |
|
|
Termination benefits |
|
|
Non-Monetary |
|
|
STI |
|
|
Performance/ |
|
|
Options2 |
|
|
Total |
|
|||||||||
Key Management Personnel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Executives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
M O'Kronley (commenced May 19, 2025) |
|
|
373,077 |
|
|
|
7,500 |
|
|
|
12,981 |
|
|
|
— |
|
|
|
29,719 |
|
|
|
197,731 |
|
|
|
153,189 |
|
|
|
— |
|
|
|
774,197 |
|
R Long |
|
|
521,310 |
|
|
|
— |
|
|
|
2,756 |
|
|
|
— |
|
|
|
14,452 |
|
|
|
276,294 |
|
|
|
201,216 |
|
|
|
— |
|
|
|
1,016,028 |
|
K Heimert (commenced September 1, 2025) |
|
|
133,333 |
|
|
|
— |
|
|
|
577 |
|
|
|
— |
|
|
|
9,751 |
|
|
|
53,000 |
|
|
|
6,889 |
|
|
|
— |
|
|
|
203,550 |
|
D Johnson |
|
|
69,167 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,800 |
|
|
|
27,494 |
|
|
|
17,398 |
|
|
|
— |
|
|
|
115,859 |
|
C Burns 4 (ceased January 25, 2025) |
|
|
42,637 |
|
|
|
6,160 |
|
|
|
(35,641 |
) |
|
|
1,341,500 |
|
|
|
1,778 |
|
|
|
— |
|
|
|
(162,137 |
) |
|
|
(2,882,403 |
) |
|
|
(1,688,106 |
) |
R Buttar (ceased August 31, 2025) |
|
|
254,375 |
|
|
|
6,271 |
|
|
|
(22,534 |
) |
|
|
1,152,135 |
|
|
|
1,754 |
|
|
|
— |
|
|
|
(25,595 |
) |
|
|
— |
|
|
|
1,366,406 |
|
D MacDougald |
|
|
273,300 |
|
|
|
8,699 |
|
|
|
(3,926 |
) |
|
|
997,823 |
|
|
|
13,413 |
|
|
|
— |
|
|
|
(129,170 |
) |
|
|
— |
|
|
|
1,160,139 |
|
R Edmonds |
|
|
100,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
138,182 |
|
|
|
— |
|
|
|
— |
|
|
|
238,182 |
|
Non-executive Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
A Bellas |
|
|
82,797 |
|
|
|
9,703 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33,428 |
|
|
|
— |
|
|
|
125,928 |
|
S Burrow |
|
|
60,405 |
|
|
|
7,095 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33,428 |
|
|
|
— |
|
|
|
100,928 |
|
R Edmonds |
|
|
65,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
66,856 |
|
|
|
— |
|
|
|
131,856 |
|
N Liveris 3 |
|
|
232,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
45,370 |
|
|
|
— |
|
|
|
277,870 |
|
R Natter (Chairman to June 30, 2025) |
|
|
110,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33,428 |
|
|
|
— |
|
|
|
143,928 |
|
J Oelwang |
|
|
75,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33,428 |
|
|
|
— |
|
|
|
108,428 |
|
S Vaidyanathan |
|
|
57,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33,428 |
|
|
|
— |
|
|
|
90,928 |
|
Total KMP remuneration expensed |
|
|
2,450,901 |
|
|
|
45,428 |
|
|
|
(45,787 |
) |
|
|
3,491,458 |
|
|
|
72,667 |
|
|
|
692,701 |
|
|
|
341,156 |
|
|
|
(2,882,403 |
) |
|
|
4,166,121 |
|
Table 14: KMP Total Realised Remuneration FY 2025
1 Short-term benefits as per Corporations Regulation 2M.3.03(1) Item 6, primarily health insurance.
2 Represents the reversal of share based payments where vesting conditions are no longer expected to be satisfied.
3 During the year, the Board approved the payment of additional fees to Liveris Technologies Pty Ltd, a related party of Non-executive Director N Liveris, for the provision of advisory services beyond the scope of his ordinary Non-executive Director duties. These services were provided over a six-month period and related to transitional support for the Finance team as well as support for management in capital-raising initiatives. The additional fees of $180,000 were paid on arm’s length terms and are included in cash salary in the above table.
4 During the financial year, the Company entered into a consulting agreement with an entity associated with Mr Chris Burns for the provision of consulting services following the cessation of his role as Chief Executive Officer. Total payments made under this agreement during the year amounted to $280,645. This amount is not included in Table 14 above.
83
Year ended December 31, 2024 – All amounts are shown in US$.
|
|
Fixed Remuneration |
|
|
Variable Remuneration |
|
|
|
|
|||||||||||||||||||||||
Name |
|
Cash |
|
|
Pension/ |
|
|
Annual Leave |
|
|
Non-Monetary |
|
|
STI |
|
|
Performance/ |
|
|
Options2 |
|
|
Total |
|
||||||||
Key Management Personnel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Executives |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
C Burns |
|
|
628,456 |
|
|
|
11,078 |
|
|
|
37,183 |
|
|
|
2,691 |
|
|
|
377,074 |
|
|
|
2,254,886 |
|
|
|
392,820 |
|
|
|
3,704,188 |
|
R Long |
|
|
133,333 |
|
|
|
— |
|
|
|
12,821 |
|
|
|
6,276 |
|
|
|
60,000 |
|
|
|
74,794 |
|
|
|
— |
|
|
|
287,224 |
|
R Buttar |
|
|
381,563 |
|
|
|
6,221 |
|
|
|
22,012 |
|
|
|
2,631 |
|
|
|
228,938 |
|
|
|
665,892 |
|
|
|
— |
|
|
|
1,307,257 |
|
D MacDougald |
|
|
353,667 |
|
|
|
10,767 |
|
|
|
7,008 |
|
|
|
9,594 |
|
|
|
159,150 |
|
|
|
463,347 |
|
|
|
— |
|
|
|
1,003,533 |
|
R Edmonds |
|
|
83,333 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
83,333 |
|
N Liveris3 |
|
|
271,333 |
|
|
|
11,500 |
|
|
|
(15,653 |
) |
|
|
12,644 |
|
|
|
— |
|
|
|
(374,434 |
) |
|
|
(395,391 |
) |
|
|
(490,001 |
) |
Non-executive Directors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
A Bellas |
|
|
89,831 |
|
|
|
10,107 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
69,893 |
|
|
|
— |
|
|
|
169,831 |
|
S Burrow |
|
|
50,475 |
|
|
|
5,703 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
53,587 |
|
|
|
— |
|
|
|
109,765 |
|
R Edmonds |
|
|
37,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
69,893 |
|
|
|
— |
|
|
|
107,393 |
|
A Liveris |
|
|
13,424 |
|
|
|
1,477 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,901 |
|
N Liveris |
|
|
16,667 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,667 |
|
R Natter |
|
|
116,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
69,893 |
|
|
|
— |
|
|
|
185,893 |
|
J Oelwang |
|
|
74,167 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
69,893 |
|
|
|
— |
|
|
|
144,060 |
|
S Vaidyanathan |
|
|
57,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
69,893 |
|
|
|
— |
|
|
|
127,393 |
|
Total KMP remuneration expensed |
|
|
2,307,249 |
|
|
|
56,853 |
|
|
|
63,371 |
|
|
|
33,836 |
|
|
|
825,162 |
|
|
|
3,487,537 |
|
|
|
(2,571 |
) |
|
|
6,771,437 |
|
Table 15: KMP Total Realised Remuneration FY 2024
1 Short-term benefits as per Corporations Regulation 2M.3.03(1) Item 6, primarily health insurance.
2 Represents options held by the relevant KMP during the 2024 fiscal year. No options were granted during the 2024 fiscal year.
3Represents the reversal of share-based payments that were forfeited on cessation of Nick Liveris' employment.
Other than as disclosed in Table 15 above, there have been no other post-employment benefits or termination benefits paid to KMPs.
Contractual Arrangements with KMPs
Component |
|
M O'Kronley |
|
R Long |
|
K Heimert |
|
D Johnson |
Annual fixed remuneration (US$) |
|
$600,000 |
|
$450,000 |
|
$400,000 |
|
$415,000 |
Contract duration |
|
Ongoing contract |
|
Ongoing contract |
|
Ongoing contract |
|
Ongoing contract |
Notice by the individual / Company |
|
3 months |
|
3 months |
|
3 months |
|
3 months |
Termination arrangements (without cause) |
|
Entitled to severance of 12 months' base salary, 12 months of STI, prorate STI for year of termination and 12 month vesting of LTI post termination |
|
Entitled to severance of 12 months' base salary, 12 months of STI, prorate STI for year of termination and 12 month vesting of LTI post termination |
|
Entitled to severance of 12 months' base salary, prorate STI for year of termination and 12 month vesting of LTI post termination |
|
Entitled to severance of 12 months' base salary, prorate STI for year of termination and 12 month vesting of LTI post termination |
Termination arrangements (with cause) or by the individual |
|
Unpaid base salary accrued through the termination date |
|
Unpaid base salary accrued through the termination date |
|
Unpaid base salary accrued through the termination date |
|
Unpaid base salary accrued through the termination date |
Table 16: Contractual Arrangements with Executives
84
Except for those in Table 16 and their pension/superannuation benefits (which is outlined in the “Post-Employment Benefits” column of Table 4 (under the heading “EXECUTIVE REMUNERATION AT A GLANCE”), the KMPs are not entitled to any other termination payments or benefits under their service contracts.
AON, an external remuneration consultant, is engaged to benchmark Executive salaries, with those salaries positioned at the 50th percentile of the peer group. Executive salaries also are set taking into account each KMP’s accountabilities, experience, and qualifications.
NON-EXECUTIVE DIRECTOR REMUNERATION
Non-executive Director remuneration includes both a cash component and an annual grant of equity awards using a value-based approach by issuing share rights to non-executive Directors each financial year.
With effect from January 1, 2024, the annual value of share rights granted to NEDs was temporarily reduced from $110,000 to $55,000 as a demonstration of the Board’s long-term commitment to the Company and alignment with shareholder interests. This reduced grant level has been maintained for 2025 and will be extended into 2026.
At the 2025 AGM, the shareholders approved the granting of the financial year 2025 share rights to NEDs. The number of share rights granted was calculated by dividing the value of the share rights ($55,000; $110,000 for R Edmonds in lieu of an LTI for his time as Interim Executive Officer) by the closing share price of the Company’s shares on the ASX on December 31, 2024, and the US$/A$ spot rate as of December 31, 2024. The share rights automatically vested on December 31, 2025.
If a NED is appointed during the financial year, the number of share rights to be issued comprises a pro-rata amount of the value of the share rights, based on the date of the NED’s appointment, as a proportion of the financial year. The number of share rights is then calculated by dividing the value of the share rights by the closing share price of the Company’s shares on the ASX and the US$/A$ spot rate on the trading day immediately prior to the non-executive Director’s appointment.
If a NED ceases to hold office as a NED prior to the vesting date, that person's share rights will lapse, and they will be entitled to a pro-rata amount of shares representing the proportion of the relevant financial year that such person was a non-executive Director.
S. Vaidyanathan is not permitted to receive remuneration, including any equity incentives, in his personal capacity under the terms of their employment with Phillips 66 and terms of engagement with the Company. Accordingly, all fees earned by, and all equity instruments granted to, S. Vaidyanathan are paid or granted directly to Phillips 66.
85
The table below shows the value of share rights that were granted, exercised and forfeited during the year ended December 31, 2025.
|
|
|
|
Non-executive Director share rights |
|
|||||||||||||||||
2025 |
|
Year |
|
Number |
|
|
Value Granted |
|
|
Value Exercised |
|
|
Number |
|
|
Value Forfeited |
|
|||||
A Bellas |
|
2025 |
|
|
120,594 |
|
|
|
51,855 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2024 |
|
|
109,749 |
|
|
|
— |
|
|
|
105,908 |
|
|
|
— |
|
|
|
— |
|
S Burrow |
|
2025 |
|
|
120,594 |
|
|
|
51,855 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2024 |
|
|
84,145 |
|
|
|
— |
|
|
|
81,200 |
|
|
|
— |
|
|
|
— |
|
R Edmonds |
|
2025 |
|
|
241,188 |
|
|
|
103,711 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2024 |
|
|
109,749 |
|
|
|
— |
|
|
|
105,908 |
|
|
|
— |
|
|
|
— |
|
N Liveris2 |
|
2025 |
|
|
164,409 |
|
|
|
70,696 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
R Natter |
|
2025 |
|
|
120,594 |
|
|
|
51,855 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2024 |
|
|
109,749 |
|
|
|
— |
|
|
|
105,908 |
|
|
|
— |
|
|
|
— |
|
J Oelwang |
|
2025 |
|
|
120,594 |
|
|
|
51,855 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2024 |
|
|
109,749 |
|
|
|
— |
|
|
|
105,908 |
|
|
|
— |
|
|
|
— |
|
S Vaidyanathan |
|
2025 |
|
|
120,594 |
|
|
|
51,855 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2024 |
|
|
109,749 |
|
|
|
— |
|
|
|
105,908 |
|
|
|
— |
|
|
|
— |
|
Table 17: NED Share Rights’ Values
1 Amounts are disclosed in AUD$ as the value is determined based on the ASX share price at grant date, which is denominated in AUD.
2 Number granted includes 43,815 share rights that relate to his service from the date of his appointment, September 1, 2024, to December 31, 2024, as approved by Shareholders at the 2025 AGM.
The NEDs received the following cash fees:
|
|
US$ |
|
|
Chairman |
|
|
110,000 |
|
Deputy Chair |
|
|
90,000 |
|
Base non-executive Director fee |
|
|
50,000 |
|
Chair of Audit & Risk Committee |
|
|
20,000 |
|
Member of Audit & Risk Committee |
|
|
10,000 |
|
Chair of Nominating and Corporate Governance Committee |
|
|
10,000 |
|
Member of Nominating and Corporate Governance Committee |
|
|
5,000 |
|
Chair of Remuneration Committee |
|
|
15,000 |
|
Member of Remuneration Committee |
|
|
7,500 |
|
Table 18: NED Cash Fees
The current base fees were reviewed with effect from July 1, 2025.
The maximum annual aggregate non-executive Directors’ fee pool limit is $700,000 (excluding share-based payments) and was approved by shareholders at the 2023 AGM.
Any NED who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the NEDs are outside the scope of the ordinary duties of a NED may be paid extra remuneration as determined by the NEDs, which will not form part of the aggregate fee pool limit above. Non-executive Directors are not entitled to any performance-related remuneration or retirement allowances outside of statutory superannuation entitlements.
86
All non-executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarizes the Board policies and terms, including remuneration relevant to the office of a NED.
ADDITIONAL STATUTORY INFORMATION
(i) Performance Based Remuneration Granted, Forfeited, and Cancelled During the Year
The table below shows for each KMP how much of their STI cash bonus was awarded and how much was forfeited. It also shows the fair value of performance rights that were granted, exercised, forfeited and cancelled (where applicable) during the year ended December 31, 2025. The number of performance rights and percentages vested/forfeited for each grant are disclosed in Table 24 below.
|
|
Total STI Bonus |
|
|
LTI Performance Rights |
|
||||||||||||||
2025 |
|
Total STI |
|
|
Awarded |
|
|
Forfeited |
|
|
Value Granted |
|
|
Value Exercised |
|
|||||
M O'Kronley |
|
|
373,077 |
|
|
|
53 |
% |
|
|
47 |
% |
|
|
995,045 |
|
|
|
— |
|
R Long |
|
|
521,310 |
|
|
|
53 |
% |
|
|
47 |
% |
|
|
328,170 |
|
|
|
— |
|
K Heimert |
|
|
100,000 |
|
|
|
53 |
% |
|
|
47 |
% |
|
|
164,040 |
|
|
|
— |
|
D Johnson |
|
|
51,875 |
|
|
|
53 |
% |
|
|
47 |
% |
|
|
55,657 |
|
|
|
— |
|
Table 19: Executive Performance Based Compensation - Granted, Exercised, Forfeited, Cancelled
* The value at the exercise date of options/performance rights that were granted as part of remuneration and were exercised during the year has been determined as the intrinsic value of the options at that date.
Options
The terms and conditions of each grant of options affecting remuneration in the current or a future reporting period are as follows:
Name |
|
Vesting |
|
Expiry Date |
|
Number |
|
|
Exercise Price |
|
|
Value per Option at Grant Date |
|
|
Performance Achieved |
|
|
Vested % |
|
|||||
C Burns |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
March 13, 2019 |
|
September 30, 2027~ |
|
Cessation of employment |
|
|
850,000 |
|
|
$ |
0.50 |
|
|
$ |
0.54 |
|
|
|
— |
|
|
|
— |
|
March 13, 2019 |
|
June 30, 2028~ |
|
Cessation of employment |
|
|
850,000 |
|
|
$ |
0.50 |
|
|
$ |
0.55 |
|
|
|
— |
|
|
|
— |
|
March 13, 2019 |
|
September 30, 2028~ |
|
Cessation of employment |
|
|
850,000 |
|
|
$ |
0.50 |
|
|
$ |
0.56 |
|
|
|
— |
|
|
|
— |
|
March 13, 2019 |
|
September 30, 2028~ |
|
Cessation of employment |
|
|
850,000 |
|
|
$ |
0.50 |
|
|
$ |
0.56 |
|
|
|
— |
|
|
|
— |
|
March 13, 2019 |
|
September 30, 2028~ |
|
Cessation of employment |
|
|
850,000 |
|
|
$ |
0.50 |
|
|
$ |
0.57 |
|
|
|
— |
|
|
|
— |
|
March 13, 2019 |
|
December 31, 2028~ |
|
Cessation of employment |
|
|
850,000 |
|
|
$ |
0.50 |
|
|
$ |
0.57 |
|
|
|
— |
|
|
|
— |
|
March 13, 2019 |
|
December 31, 2028~ |
|
Cessation of employment |
|
|
850,000 |
|
|
$ |
0.50 |
|
|
$ |
0.57 |
|
|
|
— |
|
|
|
— |
|
March 13, 2019 |
|
June 30, 2029~ |
|
Cessation of employment |
|
|
850,000 |
|
|
$ |
0.50 |
|
|
$ |
0.57 |
|
|
|
— |
|
|
|
— |
|
March 13, 2019 |
|
September 30, 2029~ |
|
Cessation of employment |
|
|
850,000 |
|
|
$ |
0.50 |
|
|
$ |
0.58 |
|
|
|
— |
|
|
|
— |
|
March 13, 2019 |
|
September 30, 2029~ |
|
Cessation of employment |
|
|
850,000 |
|
|
$ |
0.50 |
|
|
$ |
0.58 |
|
|
|
— |
|
|
|
— |
|
Table 20: Options
~ As part of Chris Burns termination arrangements he was to retain these options until December 31, 2026. These options vest in 10 equal tranches upon the achievement of progressive incremental production milestones of 1,000 tonnes. The vesting dates in the table represent the current estimate of when the vesting conditions will be met, and the options can be exercised. The vesting conditions are not expected to be satisfied prior to December 31, 2026 and therefore the cumulative expense previously recognized has been reversed.
The Company granted no options over ordinary shares as remuneration to key management personnel in 2025. Options on issue carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share of NOVONIX Limited.
87
Performance Rights
The terms and conditions of each grant of performance rights affecting remuneration in the current or a future reporting period are as follows:
88
KMP |
|
Number |
|
|
Grant Date |
|
Vesting Date |
|
Vesting Conditions |
|
Grant Date Fair Value Per Unit |
|
||
C Burns1 |
|
|
1,604,871 |
|
|
13 April 2025 |
|
31 Dec 2025 |
|
50% vest subject to continued employment at 31 December 2025 and 50% vest achievement of revenue targets for the 2025 financial year as follows: |
|
$ |
1.09 |
|
C Burns |
|
|
2,275,400 |
|
|
26 Oct 2022 |
|
30 June 2025 |
|
50% vest subject to continued employment at 30 June 2025 and 50% vest achievement of revenue targets for the 12 months preceding vesting date as follows: |
|
$ |
2.90 |
|
R Buttar1 |
|
|
253,401 |
|
|
13 April 2025 |
|
31 Dec 2025 |
|
50% vest subject to continued employment at 31 December 2025 and 50% vest achievement of revenue targets for the 2025 financial year as follows: |
|
$ |
1.09 |
|
R Buttar |
|
|
359,300 |
|
|
26 Oct 2022 |
|
30 Jun 2025 |
|
50% vest subject to continued employment at 30 June 2025 and 50% vest achievement of revenue targets for the 12 months preceding vesting date as follows: |
|
$ |
2.90 |
|
R Long |
|
|
1,144,130 |
|
|
8 Oct 2024 |
|
31 Dec 2026 |
|
TSR performance relative to the entities of a select group of comparable |
|
$ |
0.70 |
|
R Long |
|
|
1,363,398 |
|
|
1 May 2025 |
|
31 Dec 2027 |
|
TSR performance relative to the entities of a select group of comparable |
|
$ |
0.24 |
|
M O'Kronley |
|
|
3,723,971 |
|
|
16 June 2025 |
|
31 Dec 2027 |
|
TSR performance relative to the entities of a select group of comparable |
|
$ |
0.89 |
|
89
K Heimert |
|
|
489,818 |
|
|
11 Nov 2025 |
|
31 Dec 2027 |
|
TSR performance relative to the entities of a select group of comparable |
|
$ |
0.33 |
|
D Johnson |
|
|
173,062 |
|
|
28 Nov 2025 |
|
31 Dec 2027 |
|
TSR performance relative to the entities of a select group of comparable |
|
$ |
0.32 |
|
D Johnson |
|
|
258,883 |
|
|
28 Nov 2025 |
|
1 Nov 2026 |
|
Continued employment |
|
$ |
0.47 |
|
D Johnson |
|
|
258,884 |
|
|
28 Nov 2025 |
|
1 Nov 2027 |
|
Continued employment |
|
$ |
0.47 |
|
D Johnson |
|
|
258,883 |
|
|
28 Nov 2025 |
|
1 Nov 2028 |
|
Continued employment |
|
$ |
0.47 |
|
D Johnson |
|
|
258,884 |
|
|
28 Nov 2025 |
|
1 Nov 2029 |
|
Continued employment |
|
$ |
0.47 |
|
R Buttar1 |
|
|
37,500 |
|
|
6 Oct 2021 |
|
22 April 2025 |
|
Continued employment |
|
$ |
4.92 |
|
R Buttar1 |
|
|
120,610 |
|
|
1 July 2022 |
|
1 July 2025 |
|
Continued employment |
|
$ |
2.23 |
|
R Buttar1 |
|
|
120,610 |
|
|
1 July 2022 |
|
1 July 2026 |
|
Continued employment |
|
$ |
2.23 |
|
D MacDougald1 |
|
|
25,000 |
|
|
2 Dec 2021 |
|
31 May 2025 |
|
Continued employment |
|
$ |
12.15 |
|
D MacDougald1 |
|
|
23,548 |
|
|
1 July 2022 |
|
1 July 2025 |
|
Continued employment |
|
$ |
2.23 |
|
D MacDougald1 |
|
|
23,548 |
|
|
1 July 2022 |
|
1 July 2026 |
|
Continued employment |
|
$ |
2.23 |
|
D MacDougald1 |
|
|
28,048 |
|
|
1 July 2022 |
|
1 July 2025 |
|
Continued employment |
|
$ |
2.23 |
|
D MacDougald1 |
|
|
28,049 |
|
|
1 July 2022 |
|
1 July 2026 |
|
Continued employment |
|
$ |
2.23 |
|
D MacDougald1 |
|
|
17,516 |
|
|
3 Jan 2023 |
|
3 Jan 2025 |
|
Continued employment |
|
$ |
1.41 |
|
D MacDougald1 |
|
|
17,516 |
|
|
3 Jan 2023 |
|
3 Jan 2026 |
|
Continued employment |
|
$ |
1.41 |
|
D MacDougald1 |
|
|
75,000 |
|
|
2 Sept 2023 |
|
1 Sept 2025 |
|
Continued employment |
|
$ |
0.93 |
|
D MacDougald1 |
|
|
75,000 |
|
|
2 Sept 2023 |
|
1 Sept 2026 |
|
Continued employment |
|
$ |
0.93 |
|
Table 21: Executive Performance Rights Terms and Conditions
1 Performance rights retained by former employees in accordance with their termination arrangements.
The number of performance rights over ordinary shares in the Company provided as remuneration to Executives is shown in Table 24. Performance rights carry no dividend or voting rights. Rights granted are dependent on the recipient’s continued service, or achievement of performance related vesting conditions, by the vesting date.
Upon vesting, each performance right is convertible into one ordinary share of NOVONIX Limited. If an Executive ceases employment before the rights vest, the rights will be forfeited, except in limited circumstances that they are approved by the Board on a case-by-case basis.
90
Share Rights
The terms and conditions of each grant of share rights affecting remuneration in the current or a future reporting period are as follows, for each of our non-executive Directors:
|
|
Number |
|
|
Grant Date |
|
Vesting Date |
|
Grant Date Fair |
|
||
A Bellas |
|
|
120,594 |
|
|
April 2, 2025 |
|
December 31, 2025 |
|
$ |
0.43 |
|
S Burrow |
|
|
120,594 |
|
|
April 2, 2025 |
|
December 31, 2025 |
|
$ |
0.43 |
|
R Edmonds |
|
|
241,188 |
|
|
April 2, 2025 |
|
December 31, 2025 |
|
$ |
0.43 |
|
N Liveris |
|
|
43,815 |
|
|
April 2, 2025 |
|
December 31, 2025 |
|
$ |
0.43 |
|
N Liveris |
|
|
120,594 |
|
|
April 2, 2025 |
|
April 2, 2025 |
|
$ |
0.43 |
|
R Natter |
|
|
120,594 |
|
|
April 2, 2025 |
|
December 31, 2025 |
|
$ |
0.43 |
|
J Oelwang |
|
|
120,594 |
|
|
April 2, 2025 |
|
December 31, 2025 |
|
$ |
0.43 |
|
S Vaidyanathan |
|
|
120,594 |
|
|
April 2, 2025 |
|
December 31, 2025 |
|
$ |
0.43 |
|
Table 22: Non-executive Director Share Rights Terms and Conditions
The number of share rights over ordinary shares in the Company provided as remuneration to NEDs is shown in Table 25. Share rights carry no dividend or voting rights.
These share rights vest in full in one installment based solely on service to us through the vesting date and do not have any performance related vesting conditions.
Upon vesting, each share right is convertible into one ordinary share of NOVONIX Limited. If a NED ceases to hold office before the share rights vest, the rights will vest on a pro rata basis representing the proportion of the relevant financial year that such a person served as a NED. For example, if a NED who is issued share rights ceases to hold office halfway through the financial year, then that NED will only be entitled to half of the shares initially awarded.
The table below shows a reconciliation of options held by each KMP (to the extent they held any options at all) from January 1, 2025 to December 31, 2025.
Options
|
|
Balance at the Start of the Period |
|
|
|
|
|
Vested |
|
|
|
|
|
|
|
|
|
|
|
Balance at the End of the Period |
|
|||||||||||||||||||
2025 |
|
Unvested |
|
|
Vested |
|
|
Granted as Compensation |
|
|
Number |
|
|
% |
|
|
Exercised |
|
|
Other |
|
|
Expired |
|
|
Vested and Exercisable |
|
|
Unvested |
|
||||||||||
C Burns |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 13, 2019 |
|
|
8,500,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,500,000 |
) |
1 |
|
— |
|
|
|
— |
|
|
|
— |
|
Table 23: KMP Options
1 Shareholding on date of appointment/resignation
No shares were issued during the financial year on the exercise of options held by KMPs.
The table below shows how many performance rights were granted, vested, lapsed and forfeited during the period.
91
Performance Rights
|
|
Balance at the Start of the Period |
|
|
|
|
|
|
|
|
Vested & |
|
|
|
|
|
|
|
|
Balance at the End of the Period |
|
|
Maximum Value |
|
||||||||||||||||
Name & Grant Dates |
|
Unvested |
|
|
Vested |
|
|
Granted as Compensation |
|
|
Other^ |
|
|
exercised During the Period |
|
|
Lapsed During the Period |
|
|
Forfeited during the Period |
|
|
Unvested |
|
|
Vested |
|
|
Yet to Vest* |
|
||||||||||
M O'Kronley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
May 19, 2025 |
|
|
— |
|
|
|
— |
|
|
|
3,723,971 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,723,971 |
|
|
|
— |
|
|
|
507,811 |
|
R Long |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
October 8, 2024 |
|
|
1,144,130 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,144,130 |
|
|
|
— |
|
|
|
228,004 |
|
May 1, 2025 |
|
|
— |
|
|
|
— |
|
|
|
1,363,398 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,363,398 |
|
|
|
— |
|
|
|
146,151 |
|
K Heimert |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
November 11, 2025 |
|
|
— |
|
|
|
— |
|
|
|
489,818 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
489,818 |
|
|
|
— |
|
|
|
102,606 |
|
D Johnson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
November 28, 2025 |
|
|
— |
|
|
|
— |
|
|
|
173,062 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
173,062 |
|
|
|
— |
|
|
|
35,589 |
|
November 28, 2025 |
|
|
— |
|
|
|
— |
|
|
|
258,883 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
258,883 |
|
|
|
— |
|
|
|
73,380 |
|
November 28, 2025 |
|
|
— |
|
|
|
— |
|
|
|
258,884 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
258,884 |
|
|
|
— |
|
|
|
77,503 |
|
November 28, 2025 |
|
|
— |
|
|
|
— |
|
|
|
258,883 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
258,883 |
|
|
|
— |
|
|
|
78,809 |
|
November 28, 2025 |
|
|
— |
|
|
|
— |
|
|
|
258,884 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
258,884 |
|
|
|
— |
|
|
|
79,449 |
|
C Burns |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
July 1, 2022 |
|
|
2,275,400 |
|
|
|
— |
|
|
|
— |
|
|
|
(2,275,400 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
January 1, 2023 |
|
|
1,604,871 |
|
|
|
— |
|
|
|
— |
|
|
|
(1,604,871 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
April 18, 2024 |
|
|
3,658,161 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,658,161 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
D MacDougald |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 2, 2021 |
|
|
25,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(25,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
July 1, 2022 |
|
|
47,096 |
|
|
|
— |
|
|
|
— |
|
|
|
(23,548 |
) |
|
|
(23,548 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
July 1, 2022 |
|
|
56,097 |
|
|
|
— |
|
|
|
— |
|
|
|
(28,049 |
) |
|
|
(28,048 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
January 3, 2023 |
|
|
52,548 |
|
|
|
— |
|
|
|
— |
|
|
|
(17,516 |
) |
|
|
(17,516 |
) |
|
|
— |
|
|
|
(17,516 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
September 2, 2023 |
|
|
225,000 |
|
|
|
— |
|
|
|
— |
|
|
|
(75,000 |
) |
|
|
(75,000 |
) |
|
|
— |
|
|
|
(75,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
April 18, 2024 |
|
|
1,075,930 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,075,930 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
May 1, 2025 |
|
|
— |
|
|
|
— |
|
|
|
1,136,165 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,136,165 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
R Buttar |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
October 6, 2021 |
|
|
37,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(37,500 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
July 1, 2022 |
|
|
241,220 |
|
|
|
— |
|
|
|
— |
|
|
|
(120,610 |
) |
|
|
(120,610 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
July 1, 2022 |
|
|
359,300 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(186,753 |
) |
|
|
(172,547 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
January 1, 2023 |
|
|
253,401 |
|
|
|
— |
|
|
|
— |
|
|
|
(253,401 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
April 18, 2024 |
|
|
1,075,930 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,075,930 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
May 1, 2025 |
|
|
— |
|
|
|
— |
|
|
|
1,136,165 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,136,165 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Table 24: KMP Performance Rights Granted
^ Represents performance rights held at cessation of employment.
* The maximum value of the performance rights yet to vest has been determined as the amount of the grant date fair value of the rights that are yet to be expensed at December 31, 2025, converted at the USD$/AUD$ spot rate at December 31, 2025. The minimum value of deferred shares yet to vest is nil, as the shares will be forfeited if the vesting conditions are not met.
92
Share Rights
The table below shows a reconciliation of share rights held by each non-executive Director (to the extent they held any share rights at all) from January 1, 2025 to December 31, 2025.
|
|
Balance at the Start of the Period |
|
|
Granted as |
|
|
Exercised |
|
|
Vested During the Period |
|
|
Balance at the End of the Period |
|
|
Maximum Value |
|
||||||||||||||||||||||
Name & Grant Dates |
|
Unvested |
|
|
Vested |
|
|
Compensation |
|
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
Unvested |
|
|
Vested |
|
|
US$ |
|
||||||||||
A Bellas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
April 17, 2024 |
|
|
— |
|
|
109,749 |
|
|
|
— |
|
|
|
(109,749 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
April 2 2025 |
|
|
— |
|
|
|
— |
|
|
|
120,594 |
|
|
|
|
|
|
|
|
|
120,594 |
|
# |
|
100 |
% |
|
|
|
|
|
120,594 |
|
|
|
— |
|
|||
S Burrow |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||||||
April 17, 2024 |
|
|
— |
|
|
84,145 |
|
|
|
— |
|
|
|
(84,145 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
April 2 2025 |
|
|
— |
|
|
|
— |
|
|
|
120,594 |
|
|
|
|
|
|
|
|
|
120,594 |
|
# |
|
100 |
% |
|
|
|
|
|
120,594 |
|
|
|
— |
|
|||
R Edmonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||||||
April 17, 2024 |
|
|
— |
|
|
|
109,749 |
|
|
|
— |
|
|
|
(109,749 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
April 2 2025 |
|
|
— |
|
|
|
— |
|
|
|
241,188 |
|
|
|
|
|
|
— |
|
|
|
241,188 |
|
# |
|
100 |
% |
|
|
— |
|
|
|
241,188 |
|
|
|
— |
|
|
R Natter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||||||
April 17, 2024 |
|
|
— |
|
|
109,749 |
|
|
|
— |
|
|
|
(109,749 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
April 2 2025 |
|
|
— |
|
|
|
— |
|
|
|
120,594 |
|
|
|
|
|
|
|
|
|
120,594 |
|
# |
|
100 |
% |
|
|
|
|
|
120,594 |
|
|
|
— |
|
|||
J Oelwang |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||||||
April 17, 2024 |
|
|
— |
|
|
109,749 |
|
|
|
— |
|
|
|
(109,749 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
April 2 2025 |
|
|
— |
|
|
|
— |
|
|
|
120,594 |
|
|
|
|
|
|
|
|
|
120,594 |
|
# |
|
100 |
% |
|
|
|
|
|
120,594 |
|
|
|
— |
|
|||
S Vaidyanathan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||||||
April 17, 2024 |
|
|
— |
|
|
109,749 |
|
|
|
— |
|
|
|
(109,749 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
April 2 2025 |
|
|
— |
|
|
|
— |
|
|
|
120,594 |
|
|
|
— |
|
|
|
|
|
|
120,594 |
|
# |
|
100 |
% |
|
|
|
|
|
120,594 |
|
|
|
— |
|
||
N Liveris |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||||||||
April 2 2025* |
|
|
— |
|
|
|
— |
|
|
|
164,409 |
|
|
|
— |
|
|
|
— |
|
|
|
164,409 |
|
# |
|
100 |
% |
|
|
— |
|
|
|
164,409 |
|
|
|
— |
|
Table 25: Reconciliation of Non-executive Director Share Rights
^ The maximum value of the performance rights yet to vest has been determined as the amount of the grant date fair value of the rights that are yet to be expensed, converted at the USD$/AUD$ spot rate at December 31, 2025. The minimum value of deferred shares yet to vest is nil, as the shares will be forfeited if the vesting conditions are not met.
* Includes 43,815 share rights granted in the prior year subject to shareholder approval. Shareholder approval was received at the AGM held on April 2, 2025.
# Subsequent to December 31, 2025 shares were issued on the vesting of share rights that vested on December 31, 2025.
Shareholdings (Direct or Indirect)
Name |
|
Balance at |
|
|
Options |
|
|
Performance |
|
|
Share Rights |
|
|
Other |
|
|
Balance at |
|
||||||
Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
A Bellas |
|
|
2,599,328 |
|
|
|
— |
|
|
|
— |
|
|
|
109,749 |
|
|
|
(105,536 |
) |
1 |
|
2,603,541 |
|
S Burrow |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
84,145 |
|
|
|
11,000 |
|
2 |
|
95,145 |
|
R Edmonds |
|
|
65,405 |
|
|
|
— |
|
|
|
— |
|
|
|
109,749 |
|
|
|
— |
|
|
|
175,154 |
|
N Liveris |
|
|
1,394,681 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(900,000 |
) |
3 |
|
494,681 |
|
R Natter |
|
|
2,664,646 |
|
|
|
— |
|
|
|
— |
|
|
|
109,749 |
|
|
|
— |
|
|
|
2,774,395 |
|
J Oelwang |
|
|
79,165 |
|
|
|
— |
|
|
|
— |
|
|
|
109,749 |
|
|
|
— |
|
|
|
188,914 |
|
S Vaidyanathan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
C Burns |
|
|
4,083,150 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,083,150 |
) |
4 |
|
— |
|
R Buttar |
|
|
291,868 |
|
|
|
— |
|
|
|
193,360 |
|
|
|
— |
|
|
|
(485,228 |
) |
4 |
|
— |
|
R Long |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
D MacDougald |
|
|
164,101 |
|
|
|
— |
|
|
|
104,129 |
|
|
|
— |
|
|
|
(268,230 |
) |
4 |
|
— |
|
Table 26: Shareholdings (Direct or indirect)
1 On-market sale of 150,000 ordinary shares, and the purchase of 44,464 ordinary shares in the Share Purchase Plan in January 2025
2 On-market purchase.
3 On-market sale.
4 Shareholding on cessation of employment.
93
During the financial year there were no loans to KMP during the financial year (2025: Nil)
There have been no other transactions with KMPs.
The Remuneration Committee engages AON to review its remuneration policies and to provide recommendations on KMP cash salary, short-term and long-term incentive plan design. AON was engaged by the Remuneration Committee independently of management. AON was paid $118,012 for these services during the year ended December 31, 2025.
End of remuneration report
94
AUSTRALIAN DISCLOSURE REQUIREMENTS
Options Granted as Remuneration
No options have been granted over unissued shares during or since the end of the year ended December 31, 2025, to our Directors or senior management.
KMP Interests
The relevant interest of each KMP, as defined by section 608 or the Corporations Act, in the share capital of NOVONIX, as notified by the directors to the ASX in accordance with section 205G(1) of the Corporations Act 2001, at the date of this report is as follows:
Director |
|
NOVONIX |
|
|
Share Rights |
|
||
Anthony Bellas |
|
|
2,603,541 |
|
|
|
120,594 |
|
Sharan Burrow |
|
|
95,145 |
|
|
|
120,594 |
|
Ron Edmonds |
|
|
175,154 |
|
|
|
241,188 |
|
Nick Liveris |
|
|
494,681 |
|
|
|
164,409 |
|
Admiral Robert Natter |
|
|
2,774,395 |
|
|
|
120,594 |
|
Jean Oelwang |
|
|
188,914 |
|
|
|
120,594 |
|
Suresh Vaidyanathan1 |
|
|
— |
|
|
|
— |
|
1 Mr. Vaidyanathan is not permitted to receive remuneration, including any equity incentives, in his personal capacity under the terms of his employment with Phillips 66 and terms of engagement with the Company (all of whose equity grants are paid or granted directly to Phillips 66).
Meetings of Directors
The number of meetings of the Company's Board of Directors and of each Committee held during the year ended December 31, 2025, and the number of meetings attended by each Director were:
|
|
Full Meetings of Directors |
|
Meetings of Audit & Risk Committee |
|
Meeting of the Remuneration Committee |
|
Meeting of the Nominating and Corporate Governance Committee |
||||||||
|
|
A |
|
B |
|
A |
|
B |
|
A |
|
B |
|
A |
|
B |
Admiral R J Natter |
|
12 |
|
12 |
|
3 |
|
3 |
|
N/A |
|
N/A |
|
3 |
|
3 |
A Bellas |
|
12 |
|
12 |
|
5 |
|
5 |
|
5 |
|
5 |
|
3 |
|
3 |
S Burrow |
|
11 |
|
12 |
|
5 |
|
5 |
|
5 |
|
5 |
|
N/A |
|
N/A |
R Edmonds |
|
12 |
|
12 |
|
3 |
|
3 |
|
N/A |
|
N/A |
|
1 |
|
1 |
N Liveris |
|
10 |
|
12 |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
- |
|
1 |
J Oelwang |
|
11 |
|
12 |
|
2 |
|
2 |
|
5 |
|
5 |
|
3 |
|
3 |
M O'Kronley |
|
- |
|
- |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
S Vaidyanathan |
|
10 |
|
12 |
|
N/A |
|
N/A |
|
4 |
|
5 |
|
N/A |
|
N/A |
A = Number of meetings attended
B = Number of meetings held during the time the director held office, was a member of the committee during the year and was not absent from a meeting due to a conflict of interest.
95
Shares under option
Unissued ordinary shares of NOVONIX Limited under option at the date of this report are as follows:
Date Options |
|
Expiry |
|
Exercise Price |
|
|
Number Under Option |
|
|||||||
Granted |
|
Date |
|
AUD$ |
|
|
Vested |
|
|
Unvested |
|
||||
March 13, 2019 |
|
Cessation of employment |
|
$ |
|
0.50 |
|
|
|
— |
|
|
|
8,500,000 |
|
March 14, 2019 |
|
Cessation of employment |
|
$ |
|
0.50 |
|
|
|
516,667 |
|
|
|
— |
|
December 17, 2019 |
|
Cessation of employment |
|
$ |
|
0.50 |
|
|
|
— |
|
|
|
1,000,000 |
|
February 4, 2020 |
|
Cessation of employment |
|
$ |
|
0.50 |
|
|
|
— |
|
|
|
1,000,000 |
|
February 14, 2025 |
|
January 22, 2030 |
|
$ |
|
0.60 |
|
|
|
— |
|
|
|
3,000,000 |
|
Unissued ordinary shares of NOVONIX Limited under performance right at the date of this report totaled 17,388,628. 5,750,249 of the performance rights expire on December 31, 2028, 1,144,130 of the performance rights expire on December 31, 2027 and 1,858,272 expire on December 31, 2026 with the balance expiring on cessation of employment of the holder. 12,023,705 of the performance rights on issue were granted during the financial period, with the remaining 5,364,923 being granted in the prior financial years.
Unissued ordinary shares of NOVONIX Limited under share rights at the date of this report totaled 1,008,567. All of these rights were granted during the financial period and vested on December 31, 2025.
No performance right holder, share right holder, or option holder has any right to participate in any other share issue of the Company or any other entity.
Shares issued on the exercise of options during the year
The following ordinary shares of NOVONIX Limited were issued during the year ended December 31, 2025 on the exercise of options. No further shares have been issued since that date. No amounts are unpaid on any of the shares.
Date Options |
Issue price of shares |
|
|
Number of shares |
|
|||
Granted |
AUD$ |
|
|
issued |
|
|||
March 13, 2019 |
$ |
|
0.50 |
|
|
|
43,825 |
|
Insurance of Officers and Indemnities
During the financial period, NOVONIX Limited paid a premium of $1,580,408 to insure the Directors and Secretaries of the Company.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Company, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a willful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other
96
liabilities.
Proceedings on Behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.
Audit and Non-Audit Services
Details of amounts paid or payable to the auditor (PricewaterhouseCoopers Australia) for audit and non-audit services during the period are disclosed in Note 8 Auditor’s remuneration.
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Company are important.
The Board has considered the position and, in accordance with advice received from the Audit & Risk Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
The Board has also evaluated whether the external auditors remain independent in accordance with SEC Regulation S-X, Rule 2-01 and the standards of the PCAOB and are satisfied that all professional and business relationships do not compromise the auditors ability maintain the objective and impartial judgment required for our Form 20-F filing in accordance with these rules and standards.
Directors' Resolution
This report is made in accordance with a resolution of Directors.
|
R Edmonds |
Chairman |
Brisbane February 26, 2026 |
97
Board of Directors
Our Board of Directors currently consists of seven members. Under our Constitution and the ASX Listing Rules, we must hold an election of directors each year at our annual general meeting of shareholders. A director (other than our managing director) must not hold office (without re-election) past the third annual general meeting following the director’s appointment or three years, whichever is longer. If there would otherwise not be a vacancy on the board, and no director is required to retire, then the director who has been longest in office since last being elected must retire. The retirement of a director from office under the Constitution and the re-election of a director or the election of another person to that office (as the case may be) takes effect at the conclusion of the meeting at which the retirement and re-election or election occurs.
The membership of our Board of Directors is directed by the following recommendations and requirements as set forth in the Corporations Act, the ASX Listing Rules and Corporate Governance Principles and Recommendations, our Constitution, and our Corporate Governance Charter, as applicable:
Our Board of Directors has delegated responsibility for the strategic and operational management of our businesses to the Chief Executive Officer but remains responsible for overseeing the performance of management. The principal roles and responsibilities of our Board of Directors include the following:
98
Our Board of Directors has established delegated limits of authority, which define the matters that are delegated to management and those that require the Board of Directors’ approval. Under the Corporations Act, at least one of our directors must be a resident Australian. None of our non-executive directors have any service contracts with us that provide for benefits upon termination of employment. Under our Corporate Governance Charter, the Board of Directors is required to meet at least six times per year.
Board Committees
To assist with the effective discharge of its duties, the Board of Directors has established an Audit and Risk Management Committee, a Remuneration Committee and a Nominating and Corporate Governance Committee .Each of these committees operates under a charter approved by our Board of Directors, which sets forth the purposes and responsibilities of the committee as well as qualifications for committee membership, committee structure and operations and committee reporting to the Board of Directors.
Audit and Risk Management Committee
The members of our Audit and Risk Management Committee are Mr. Bellas (Chair), Ms. Burrow and Ms. Oelwang. Each member of our Audit and Risk Management Committee can read and understand fundamental financial statements in accordance with applicable requirements. Mr. Bellas qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC, and all of the members of the Audit and Risk Management Committee are independent, as independence is defined under the ASX Corporate Governance Principles and Recommendations as well as the SEC and Nasdaq rules applicable to foreign private issuers.
The charter for our Audit and Risk Management Committee requires the committee to consist of at least three directors, all of whom must be non-executive directors and a majority of whom must be independent directors. The chairperson of our Audit and Risk Management Committee must be an independent director and cannot be the chairperson of our Board of Directors. Under its charter, the Audit and Risk Management Committee meets as often as the Committee members deem necessary in order to fulfil its role and at least twice each year.
The role of the Audit and Risk Management Committee is to advise our Board of Directors on the establishment and maintenance of a framework of internal controls for the Company’s management and assist our Board of Directors with policy on the quality and reliability of financial information prepared for use by the Board. Specific responsibilities of our Audit and Risk Management Committee include:
99
Remuneration Committee
The members of our Remuneration Committee are Ms. Oelwang (Chair), Mr. Bellas, Ms. Burrow and Mr. Vaidyanathan. The role of the Remuneration Committee is to advise our Board of Directors on remuneration and issues relevant to remuneration policies and practices, including for our senior management and non-executive directors. The Remuneration Committee is required to hold at least two regular meetings each year. Specific responsibilities of our Remuneration Committee include:
100
The charter for our Remuneration Committee requires the committee to consist of at least three directors, all of whom must be non-executive directors and, until such time as required by applicable law or listing rules to consist of 100% independent directors, a majority of whom (including the committee Chair) must also be independent directors. Ms. Oelwang, Mr. Bellas and Ms. Burrow are considered independent directors under the ASX Corporate Governance Principles and Recommendations. Mr. Vaidyanathan represents a substantial shareholder and is therefore not considered independent under the ASX Corporate Governance Principles and Recommendations.
Nominating and Corporate Governance Committee
The members of our Nominating and Corporate Governance Committee are Admiral Natter (Chair), Mr. Bellas, and Ms. Oelwang. The role of the Nominating and Corporate Governance Committee is to to review and consider the structure and balance of the Board, to make recommendations regarding the Company's director nominations process, and develop and maintain the Company's corporate governance policies, having regard to the applicable law and good corporate governance standards. The Nominating and Corporate Governance Committee is required to hold at least two regular meetings each year. Specific responsibilities of our Nominating and Corporate Governance Committee include:
101
The charter for our Nominating and Corporate Governance Committee requires the committee to consist of at least three directors, all of whom must be non-executive directors and a majority of whom (including the committee Chair) must also be independent directors. All of the members of the Nominating and Corporate Governance Committee are non-executive directors and are considered independent directors under the ASX Corporate Governance Principles and Recommendations.
102
Foreign Private Issuer Exemption
We qualify as a “foreign private issuer” as defined in Section 405 of the Securities Act. As a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose disclosure requirements as well as procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, the members of our Board of Directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They are, however, subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules, to the extent applicable.
The foreign private issuer exemption also permits us to follow home country corporate governance practices or requirements instead of certain Nasdaq listing requirements, including the following:
Rule 10A-3 under the Exchange Act provides that the Audit and Risk Management Committee must have direct responsibility for the nomination, compensation, and choice of our auditors, as well as control over the performance of their duties, management of complaints made, and selection of consultants. Under Rule 10A-3, if the laws of a foreign private issuer’s home country require that any such matter be approved by the Board of Directors or the shareholders of the Company, the Audit and Risk Management Committee’s responsibilities or powers with respect to such matter may instead be advisory.
We intend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and the listing rules of Nasdaq.
103
We had 192 employees as of December 31, 2025, 126 of whom were located in the United States and 66 were located in Canada. We believe we offer our employees competitive compensation packages and a dynamic work environment. We have been able to attract and retain qualified employees and maintain a core management team. We plan to hire additional experienced and talented employees in areas such as research and development, production, finance, and marketing as we grow our business.
We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of December 31, 2025, for:
To our knowledge, as of December 31, 2025, approximately 92,891,609 ordinary shares, or 11% of our ordinary shares, were held of record by - residents of the United States.
We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the people and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own.
Applicable percentage ownership is based on 840,073,798 ordinary shares outstanding as of December 31, 2025. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of such person or entity, we deemed to be outstanding all shares subject to options and performance rights held by the person or entity that are currently exercisable, or exercisable within 60 days of December 31, 2025. However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person or entity. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Each of our shareholders is entitled to one vote per ordinary share. None of the holders of our ordinary shares have different voting rights from other holders of ordinary shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. For further information regarding options to purchase
104
ordinary shares and performance rights held by our directors and senior management, see “Management—Remuneration.”
Name of Beneficial Owner |
|
Number of |
|
|
Percentage of |
|
||
Admiral Robert J Natter(1) |
|
|
2,894,989 |
|
|
* |
|
|
Mr. Anthony G Bellas(2) |
|
|
2,724,135 |
|
|
* |
|
|
Ms. Sharan Burrow (3) |
|
|
215,739 |
|
|
* |
|
|
Mr. Nicholas Liveris(4) |
|
|
659,090 |
|
|
* |
|
|
Ms. Jean Oelwang(5) |
|
|
309,508 |
|
|
* |
|
|
Mr. Ron Edmonds (6) |
|
|
416,342 |
|
|
* |
|
|
All directors and senior management as a group (6 persons) |
|
|
7,219,803 |
|
|
|
0.9 |
% |
(1) Consists of 1,786,370 ordinary shares held by HSBC Custody Nominees (Australia) Limited, an entity that manages the investment of Admiral Robert Natter, a member and Chairman of our Board of Directors, in the Company and 988,025 ordinary shares by Admiral Robert Natter beneficially. It also includes 120,594 ordinary shares issuable for vested share rights.
(2) Consists of 2,277,551 ordinary shares held by Loch Explorations Pty Ltd, and 230,246 ordinary shares held by AG Bellas Super Pty Ltd, entities which a member and Deputy Chairman of our Board of Directors, Mr. Anthony Bellas, controls. It also includes 95,744 ordinary shares held beneficially by Mr Anthony Bellas, and 120,594 ordinary shares issuable for vested share rights.
(3) Consists of 95,145 ordinary shares held beneficially by Ms. Sharan Burrow, a member of our Board of Directors. It also includes 120,594 ordinary shares issuable for vested share rights.
(4) Consists of 494,681 ordinary shares held beneficially by Mr. Nicholas Liveris, a member of our Board of Directors. It also includes 164,409 ordinary shares issuable for vested share rights.
(5) Consists of 188,914 ordinary shares held beneficially by Ms. Jean Oelwang, a member of our Board of Directors. It also includes 120,594 ordinary shares issuable for vested share rights.
(6) Consists of 175,154 ordinary shares held beneficially by Mr. Ron Edmonds, a member of our Board of Directors. It also includes 241,188 ordinary shares issuable for vested share rights.
For information on arrangements for involving the employees in the capital of the Company as they relate to our directors and members of our senior management, see Item 6.Directors, Senior Management and Employees — B. Compensation.
The Company maintains two plans to provide equity awards to its directors, executives, employees and consultants, the Performance Rights Plan and the Executive Options Plan (the “Plans”). The Performance Rights Plan provides for issuance of performance rights to eligible participants designated by the Board, which entitle the grantee to an ordinary share (or the cash value) upon satisfaction of specified vesting conditions. Unvested performance rights generally lapse upon a termination of employment, other than due to redundancy, death or disability.
The Executive Options Plan provides for the issuance of stock options to eligible participants (other than directors) designated by the Board, which entitle the grantee to receive ordinary shares upon exercise once any vesting conditions have been satisfied. Options generally lapse upon a termination of employment, unless otherwise determined by the Board.
105
Performance rights (or a prorated portion, if determined by the Board) and stock options vest upon a change in control, unless otherwise determined by the Board, with treatment of the vested award determined by the Board in accordance with the applicable Plan.
Each of the Plans is administered by the Board. Performance rights and options have no voting rights, do not provide the right to dividends and cannot be transferred without the Board’s approval.
Not applicable.
Item 7. Major Shareholders and Related Party Transactions
Below is information with respect to the beneficial ownership of our ordinary shares as of December 31, 2025, for each person or group of affiliated persons known by us to beneficially own more than 5% of our ordinary shares. We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Applicable percentage ownership is based on 840,073,798 ordinary shares outstanding as of December 31, 2025. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of such person or entity, we deemed to be outstanding all shares subject to options and performance rights held by the person or entity that are currently exercisable, or exercisable within 60 days of December 31, 2025. However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person or entity. The information set forth above is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares above does not constitute an admission of beneficial ownership of those shares. Each of our shareholders is entitled to one vote per ordinary share. None of the holders of our ordinary shares have different voting rights from other holders of ordinary shares. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. For further information regarding options to purchase ordinary shares and performance rights held by our directors and senior management, see “Management—Remuneration.”
Unless otherwise indicated, the address of each beneficial owner listed above is c/o NOVONIX Limited, Level 38, 71 Eagle Street, Brisbane, Queensland 4000, Australia.
During the fiscal year ended December 31, 2025:
106
107
There were no other related party transactions for the period from the beginning of our last full fiscal year up to the latest practicable date. For details of disclosures relating to key management personnel, refer to Note 29.
Director and Senior Management Compensation
See Item 6.Directors, Senior Management and Employees — B. Compensation for information regarding compensation of our senior management and directors.
Indemnification Agreements
Our Constitution provides that, to the full extent permitted by law, to the extent that an offer is not otherwise indemnified pursuant to any insurance coverage, we will indemnify every person who is or has been an officer of the company against any liability incurred by that person as an officer. This includes any liability incurred by that person in their capacity as an officer of a related body corporate.
We intend to enter into Deeds of Indemnity, Insurance and Access, or Indemnity Deeds with each a non-executive director and executive officer. Under the Indemnity Deeds, we will agree to indemnify (to the maximum extent permitted under Australian law and our Constitution, subject to certain specified exceptions) each director and executive officer against all liabilities incurred in any capacity, including acting as an authorized representative of NOVONIX, and any and all costs and expenses relating to such a claim or to any notified event incurred by such director or executive officer, including costs and expenses reasonably and necessarily incurred to mitigate any liability for such a claim or any claim which may arise from such a notified event. The Indemnity Deeds will provide that the indemnities are unlimited as to amount, continuous and irrevocable.
Separately, we intend to obtain insurance for our directors and executive officers, as will be required by the Indemnity Deeds.
As far as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
108
Related Person Transaction Policy
We comply with Australian law and the rules and regulations of the ASX regarding approval of transactions with related parties. Under Australia’s securities laws and ASX rules, transactions with directors or significant shareholders of the Company (or their associates) may require shareholder approval depending on the size or nature of the transaction.
All of the transactions described above were entered into prior to the adoption of the written policy, but our Board of Directors and, where necessary, our shareholders, evaluated and approved all transactions that were considered to be related party transactions under Australian law and the rules and regulations of the ASX at the time at which they were consummated.
Not applicable.
109
Item 8. Financial Information
For a list of all financial statements filed as part of this annual report, see “Item 18. Financial Statements.” For information on our dividend policy see “Item 10.B. Memorandum and Articles of Association.”
Legal Proceedings
We believe that we are currently not a party to any material legal proceedings. From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Such claims or legal actions, even if without merit, could result in the expenditure of significant financial and management resources and potentially result in civil liability for damages.
For risks related to legal proceedings, see “Risk Factors—From time to time, we may be involved in litigation, regulatory actions or government investigations and inquiries, which could have an adverse impact on our profitability and consolidated financial position,” and “Risk Factors—We may become involved in lawsuits or other proceedings to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful and have a negative effect on the success of our business.”
No significant change, other than as otherwise described in this annual report on Form 20-F, has occurred in our operations since the date of our consolidated financial statements included in this annual report on Form 20-F.
Item 9. The Offer and Listing
The principal trading market for our ordinary shares is the Australian Securities Exchange ("ASX"), on which the ordinary shares have been listed since 2015 and trade under the symbol "NVX." Our ADSs are listed and trading on Nasdaq under the symbol "NVX."
Not applicable.
Our ordinary shares are publicly traded on the ASX under the symbol “NVX.”
Our ADSs, each representing four of our ordinary shares, are publicly traded on the Nasdaq Global Market under the symbol “NVX.” The Bank of New York Mellon, acting as depositary, registers and delivers the ADSs.
Not applicable.
Not applicable.
Not applicable.
110
Item 10. Additional Information
Not applicable.
Information called for by this Item 10.B is set forth in the section "Memorandum and Articles of Association" included in Exhibit 2.3 to this annual report, filed in accordance with instruction 2(d) of the Instructions as to Exhibits of Form 20-F, and is hereby incorporated by reference thereto.
Except as described below or elsewhere in this annual report, all material contracts entered into by us in the past two years preceding the filing of this annual report were entered into in the ordinary course of business:
Subscription Agreement with Phillips 66.
On January 28, 2025, in conjunction with the institutional placement of ordinary shares and the non-underwritten share purchase plan, the Company issued to Phillips 66 12,771,392 ordinary shares for US$5.0 million. The placement to Phillips 66 was approved by the Company’s shareholders at an extraordinary general meeting held on January 22, 2025.
Real Estate Purchase and Sale Agreement with City of Chattanooga and Hamilton County, Tennessee
On April 28, 2025, pursuant to the Real Estate Purchase and Sale Agreement with City of Chattanooga and Hamilton County, Tennessee, NOVONIX agreed to purchase a 182-acre parcel in the Enterprise South Industrial Park in Chattanooga, Tennessee for approximately $5.0 million. The Company does not intend to close on the purchase of the Enterprise South land until such time as certain conditions precedent related to the conditionally committed $754.0 million loan ($692.0 million in principal and $62.8 million in capitalized interest) from the Office of Energy Dominance Financing (“EDF”) of the U.S. Department of Energy have been satisfied.
Funding Agreement with YA II PN, Ltd
On July 24, 2025, the Company entered into a multi-tranche Funding Agreement with YA II PN, Ltd, an affiliate of Yorkville Advisors Global, LP (“Yorkville”), under which Yorkville committed up to $100.0 million (of which $40.0 million required mutual consent) in exchange for the issuance of unsecured convertible debentures. In July 2025, NOVONIX completed the first drawdown of $24.5 million ($23.3 million cash received, net of a 5% discount). In September and October 2025, draws of $23.5 million ($20.3 million cash received, net of 5% discount) and $12.0 million ($11.4 million cash received, net of 5% discount), respectively, were completed. In October 2025, the parties mutually agreed to draw the remaining $40.0 million tranche ($38.0 million cash received, net of 5% discount), approved by shareholders at the Extraordinary General Meeting held on September 8, 2025. With the completion of all tranches, the entire $100.0 million funding commitment under the debenture transaction has now been fulfilled. Debentures issued to Yorkville under the Funding Agreement are convertible into fully paid ordinary shares of the Company at a 5% discount price to the aggregate face value of the convertible debentures (being $100.0 million). Yorkville may elect to convert any part or all of the face value of the convertible debentures at any time until (but excluding) the third trading day prior to the relative maturity date. During the financial year, $60.0 million of the convertible debentures were converted, resulting in the issue of 201,753,472 ordinary shares.
111
Australia has largely abolished exchange controls on investment transactions. The Australian dollar is freely convertible into U.S. dollars or other currencies. In addition, there are currently no specific rules or limitations regarding the export from Australia of profits, dividends, capital or similar funds belonging to foreign investors, except that certain payments to non-residents must be reported to the Australian Cash Transaction Reports Agency, which monitors such transaction, and amounts on account of potential Australian tax liabilities may be required to be withheld unless a relevant taxation treaty can be shown to apply and under such there are either exemptions or limitations on the level of tax to be withheld.
The following summary of material U.S. federal income tax and Australian tax considerations of an investment in the ADSs is based upon the federal income tax laws of the United States and regulations promulgated thereunder and the tax laws of Australia and the regulations promulgated thereunder, each as in effect as of the date of this annual report, all of which are subject to change or differing interpretations, possibly with retrospective effect. This summary does not deal with all possible tax consequences relating to an investment in the ADSs, including tax consequences under U.S. state or local tax laws, U.S. federal tax laws other than U.S. federal income tax laws, certain Australian tax laws, and the tax laws of any jurisdiction outside of the United States and Australia.
U.S. Federal Income Tax Considerations
The following describes material U.S. federal income tax considerations relating to the acquisition, ownership, and disposition of the ADSs, and the ownership and disposition of any ordinary shares received in exchange for such ADSs from the depositary. This summary addresses these tax considerations only for U.S. holders (as defined below) that hold ADSs, and any ordinary shares received in exchange for such ADSs from the depositary, as capital assets (generally, property held for investment).
This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary U.S. Treasury Regulations promulgated thereunder and administrative and judicial interpretations thereof, in each case, as in effect on the date hereof and all of which are subject to change and to differing interpretations, possibly with retroactive effect. Any such change or differing interpretations could affect the tax considerations described below. There can be no assurances that the U.S. Internal Revenue Service (the “IRS”) will not take a position that differs from those described below or that such a position would not be sustained by a court. We have not obtained, nor do we intend to obtain, a ruling with respect to the U.S. federal income tax considerations of the purchase, ownership, or disposition of the ADSs or ordinary shares. Accordingly, U.S. holders should consult their tax advisors concerning the U.S. federal, state, local and non-U.S. tax consequences of acquiring, owning, and disposing of the ADSs or ordinary shares in their particular circumstances.
This summary does not address any U.S. federal tax considerations other than U.S. federal income tax considerations (such as estate or gift tax considerations, the Medicare contribution tax imposed on certain net investment income, or any state, local, or non-U.S. tax considerations).
112
This summary does not address all U.S. federal income tax considerations that may be relevant to a U.S. holder based on its particular circumstances. This summary also does not address U.S. federal income tax considerations applicable to a U.S. holder that may be subject to special tax rules including the following:
Persons who hold the ADSs and fall within one of the categories above are advised to consult their tax advisor regarding the specific U.S. federal income tax consequences which may apply to their particular situation.
For the purposes of this description, a “U.S. holder” is a beneficial owner of the ADSs or our ordinary shares that is, for U.S. federal income tax purposes:
If an entity treated as a partnership for U.S. federal income tax purposes holds the ADSs or our ordinary shares, the U.S. federal income tax consequences relating to an investment in the ADSs, and our ordinary shares will depend in part upon the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor regarding the specific U.S. federal income tax considerations of acquiring, owning, and disposing of the ADSs or our ordinary shares in its particular circumstances.
U.S holders of the ADSs should consult their tax advisors as to the particular tax consequences applicable to them relating to the acquisition, ownership, and disposition of the ADSs or our ordinary shares, including the applicability of U.S. federal, state and local tax laws, Australian tax laws and other non-U.S. tax laws.
ADSs. In general, for U.S. federal income tax purposes, a U.S. holder holding ADSs will be treated as the owner of the ordinary shares represented by the ADSs. Accordingly, exchanges with the depositary of ADSs for ordinary shares, and of ordinary shares for ADSs, generally will not be subject to U.S. federal income tax.
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Distributions. As described under the heading “Dividend Policy,” we do not expect to make any distributions in respect of the ADSs or our ordinary shares. Subject to the discussion under “—Passive Foreign Investment Company Considerations,” below, the gross amount of any distribution (including any amounts withheld in respect of Australian tax or in respect of fees payable to the depositary) actually or constructively received by a U.S. holder with respect to the ADSs or our ordinary shares generally will be taxable to the U.S. holder as a dividend to the extent of the U.S. holder’s pro rata share of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. Generally, distributions in excess of our current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. holder’s adjusted tax basis in the ADSs or our ordinary shares, and thereafter as capital gain from the disposition of the ADSs or our ordinary shares. However, since we do not intend to calculate our earnings and profits under U.S. federal income tax principles, it is expected, and U.S. holders should assume, that any distribution will be reported as a dividend and will constitute ordinary dividend income to a U.S. holder. Any dividends will generally be treated as foreign source and will not be eligible for the dividends-received deduction generally allowed to corporate U.S. holders.
Subject to the discussion under “—Passive Foreign Investment Company Considerations,” below, dividends paid to non-corporate U.S. holders may qualify as “qualified dividend income” eligible for the preferential rates of taxation applicable to long-term capital gains if we are a “qualified foreign corporation” and certain other requirements (discussed below) are met. We generally will be considered to be a qualified foreign corporation (a) if we are eligible for the benefits of the Convention between the Government of the United States of America and the Government of Australia for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, signed on August 6, 1982, as amended and currently in force (the “U.S.-Australia Tax Treaty”), or (b) the ADSs or our ordinary shares are readily tradable on an established securities market in the United States. The ADSs are currently listed on the Nasdaq Global Market, which is an established securities market in the United States, although there can be no assurance that the ADSs will remain listed on Nasdaq or be considered readily tradable on an established securities market in the United States now or in the future. In addition, we believe that we qualify as a resident of Australia for purposes of, and are eligible for the benefits of, the U.S.-Australia Tax Treaty, although there can be no assurance in this regard. Therefore, subject to the discussion under “—Passive Foreign Investment Company Considerations,” below, any dividends on the ADSs or our ordinary shares generally will be “qualified dividend income” in the hands of individual U.S. holders, provided that a holding period requirement (more than 60 days of ownership, without protection from the risk of loss, during the 121-day period beginning 60 days before the ex-dividend date) and certain other requirements are met.
A U.S. holder may be able to claim as a credit against its U.S. federal income tax liability the amount of any Australian tax withheld from any dividends at a rate not exceeding an applicable rate under the U.S.-Australia Tax Treaty. Alternatively, a U.S. holder may deduct such Australian taxes from its U.S. federal taxable income, provided that the U.S. holder elects to deduct rather than credit all foreign income taxes paid or accrued for the relevant taxable year. The rules governing U.S. foreign tax credits are complex. Each U.S. holder should consult its tax advisors regarding the foreign tax credit rules.
In general, the amount of any distribution paid to a U.S. holder in a foreign currency will be the U.S. dollar value of the foreign currency calculated by reference to the spot exchange rate on the day the depositary receives the distribution (in the case of ADSs) or on the day the distribution is received by the U.S. holder (in the case of ordinary shares), regardless of whether the foreign currency is converted into U.S. dollars at that time. If distributions received in a foreign currency are converted into U.S. dollars on the day they are received, a U.S. holder should not be required to recognize foreign currency gain or loss in respect of the distribution. A U.S. holder that does not convert foreign currency received as a distribution on an ordinary share into U.S. dollars on the date of receipt generally will have a tax basis in such foreign currency equal to the U.S. dollar value of such foreign currency on the date of receipt. Any foreign currency gain or loss a U.S. holder recognizes on a subsequent conversion of foreign currency into U.S. dollars will be U.S. source ordinary income or loss.
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As discussed below under “Item 12. Description of Securities Other Than Equity Securities – American Depositary Shares– Fees and Expenses,” the amount of any distribution that is paid to a U.S. holder will be reduced by certain fees that such U.S holder is required to pay to the depositary. The amount of any dividend a U.S. holder is deemed to receive and include in income for U.S. federal income tax purposes will not be reduced by the amount of any fees that are withheld, and a U.S. holder would be deemed to pay the amount of such fees to the depositary. Any such fees generally will be treated as items of investment expense which may not be deductible in the case of certain investors due to general limitations on the deductibility of investment expenses. U.S. holders should consult their tax advisor with respect to the tax treatment of the payment of any such fees to the depositary.
Sale or Other Taxable Disposition. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes upon the sale or other taxable disposition of the ADSs or the ordinary shares in an amount equal to the difference between the U.S. dollar value of the amount realized from such disposition and the U.S. holder’s adjusted tax basis in those ADSs or ordinary shares, determined in U.S. dollars. Subject to the discussion under “—Passive Foreign Investment Company Considerations” below, any such gain or loss generally will be a capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period for such ADSs or ordinary shares is more than one year at the time of such disposition. A U.S. holder’s adjusted tax basis in the ADSs or our ordinary shares generally will be equal to the cost of such ADSs or ordinary shares. Any long-term capital gain from the disposition of the ADSs or our ordinary shares by a non-corporate U.S. holder generally is eligible for a preferential rate of taxation. The deductibility of capital losses for U.S. federal income tax purposes is subject to limitations. Any such gain or loss that a U.S. holder recognizes generally will be treated as U.S. source gain or loss for foreign tax credit limitation purposes.
For a cash basis taxpayer, any units of foreign currency received on a disposition of the ADSs or our ordinary shares that are treated as traded on an established securities market are translated into U.S. dollars at the spot exchange rate on the settlement date of the disposition. No foreign currency exchange gain or loss will result for a cash basis taxpayer from currency fluctuations between the trade date and the settlement date of such a disposition.
An accrual basis taxpayer may elect the same treatment required of cash basis taxpayers with respect to dispositions of the ADSs or our ordinary shares that are traded on an established securities market, provided the election is applied consistently from year to year. Such an election may not be changed without the consent of the IRS. For an accrual basis taxpayer who does not make such election or if the ADSs or our ordinary shares that are not treated as traded on an established securities market, any units of foreign currency received on a disposition of the ADSs or our ordinary shares are translated into U.S. dollars at the spot exchange rate on the trade date of the disposition. In such case, the taxpayer may recognize exchange gain or loss based on currency fluctuations between the trade date and the settlement date. Any foreign currency gain or loss a U.S. holder recognizes will be U.S. source ordinary income or loss.
Passive Foreign Investment Company Considerations. Generally, we will be a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes for any taxable year in which, after applying certain look-through rules with respect to the income and assets of our subsidiaries, either: (1) at least 75% of our gross income is “passive income” or (2) at least 50% of the average quarterly value of our total gross assets (which would generally be measured by fair market value of our assets) is attributable to assets that produce “passive income” or are held for the production of “passive income.” For purposes of these calculations, we will be treated as holding our proportionate share of the assets of and receiving directly our proportionate share of the income of, any corporation in which we directly or indirectly own at least 25% (by value) of the shares. Passive income for this purpose includes dividends, interest, royalties, rents, gains from commodities and securities transactions and the excess of gains over losses from the disposition of assets which produce passive income.
Based on our current and anticipated operations and composition of our assets and income, we believe that we were not a PFIC for U.S. federal income tax purposes for our tax year ended December 31, 2024. However, there can be no assurance that we will not be a PFIC for the current taxable year or any subsequent year The determination of PFIC status is a factual determination that must be made annually and cannot be made until the close of a taxable year. In particular, our PFIC status may be determined in large part based on the market price of the ADSs and our ordinary shares. The market price of the ADSs and our ordinary shares may fluctuate, and a significant decrease in the market price could cause us to be
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treated as a PFIC. Moreover, the determination of PFIC status depends, in part, on the application of complex U.S. federal income tax rules which are subject to differing interpretations. Accordingly, there can be no assurance that we would not be a PFIC for the current taxable year or any future taxable year.
If we are a PFIC, a U.S. holder will be subject to a special tax at ordinary income tax rates on “excess distributions,” including certain distributions by us and any gain that the U.S. holder recognizes on the sale or other disposition of the ADSs or our ordinary shares. Distributions received by a U.S. holder (other than distributions in the first year that a U.S. holder holds the ADSs or ordinary shares) in a taxable year that exceed 125% of the average annual distributions received during the shorter of the three preceding taxable years or the portion of the U.S. holder’s holding period for the ADSs or ordinary shares that precedes the taxable year of the distribution will be treated as an excess distribution. The amount of U.S. federal income tax on any excess distributions will be increased by an interest charge to compensate for the tax deferral, calculated as if the excess distributions were earned ratably over the period that the U.S. holder has held the ADSs or ordinary shares. Dividends received with respect to the ADSs, or our ordinary shares will not be eligible for the preferential tax rate applicable to “qualified dividend income” received by non-corporate U.S. holders if we are a PFIC for the taxable year of the distribution or for the preceding taxable year. Classification as a PFIC may also have other adverse tax consequences. A U.S. holder may be able to mitigate certain of these adverse tax consequences if it is able to make a timely qualified electing fund election (a “QEF election”) or a mark to market election with respect to the ADSs. However, a QEF election may only be made by a U.S. holder if we provide such holder with certain information, and we do not expect to provide U.S. holders with the information necessary to make a QEF election in the event we were to be a PFIC.
If we are a PFIC in any year in which a U.S. holder owns the ADSs or our ordinary shares, we would continue to be treated as a PFIC with respect to such U.S. holder in all succeeding years during which the U.S. holder owns the ADSs or ordinary shares, regardless of whether we continue to meet the tests described above, unless we cease to be a PFIC and the U.S. holder has made certain elections under applicable U.S. Treasury regulations with respect to its ADSs or ordinary shares.
If a U.S. holder owns the ADSs or our ordinary shares during any taxable year in which we are a PFIC, the U.S. holder generally will be required to file an IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) with respect to the Company, generally with the U.S. holder’s U.S. federal income tax return for that year. U.S. holders should consult their tax advisor regarding any annual filing requirements.
The U.S. federal income tax rules relating to PFICs are complex. Prospective U.S. holders should consult their tax advisors with respect to the acquisition, ownership and disposition of the ADSs or our ordinary shares, the consequences to them of an investment in a PFIC, any elections available with respect to the ADSs or ordinary shares (including QEF elections and mark-to-market elections) and the IRS information reporting obligations with respect to the acquisition, ownership and disposition of the ADSs and ordinary shares.
Backup Withholding and Information Reporting. U.S. holders generally will be subject to information reporting requirements with respect to dividends paid on the ADSs or our ordinary shares, and on the proceeds from the sale, exchange or other disposition of the ADSs or our ordinary shares that are paid within the United States or through U.S.-related financial intermediaries, unless the U.S. holder is an “exempt recipient.” In addition, U.S. holders may be subject to backup withholding on such payments, unless the U.S. holder provides a correct taxpayer identification number and a duly executed IRS Form W-9 or otherwise establishes an exemption. Backup withholding is not an additional tax, and the amount of any backup withholding will be allowed as a credit against a U.S. holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.
Foreign Asset Reporting. Certain U.S. holders who are individuals are required to report information relating to an interest in the ADSs and our ordinary shares, subject to certain exceptions (including an exception for ADSs and ordinary shares held in accounts maintained by U.S. financial institutions) by fling IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their U.S. federal income tax return. Substantial penalties may be imposed upon a U.S. holder that fails to comply. U.S. holders should consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of the ADSs or our ordinary shares.
THE DISCUSSION ABOVE IS A SUMMARY OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE ADSs AND IS BASED UPON LAWS AND RELEVANT INTERPRETATIONS THEREOF IN EFFECT AS OF THE DATE OF THIS
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ANNUAL REPORT, ALL OF WHICH ARE SUBJECT TO CHANGE OR DIFFERING INTERPRETATION, POSSIBLY WITH RETROACTIVE EFFECT. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN THE ADSs IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.
Australian Tax Considerations
In this section, we discuss material Australian income tax, landholder duty and goods and services tax considerations related to the acquisition, ownership, and disposal by the absolute beneficial owners of the ADSs or ordinary shares represented by ADSs. It is based upon existing Australian tax law and administrative practice as of the date of this annual report, which is subject to change, possibly retrospectively. This discussion does not address all aspects of Australian tax law which may be important to particular investors in light of their individual investment circumstances, such as ADSs or shares held by investors subject to special tax rules (for example, authorized deposit-taking institutions, insurance companies or tax-exempt organizations). In addition, this summary does not discuss any non-Australian or state tax considerations, other than landholder duty.
Prospective investors are urged to consult their tax advisors regarding the Australian and non-Australian income and other tax considerations of the acquisition, ownership, and disposal of the ADSs or shares, including before the deposit of shares with the depositary in exchange for ADSs. This summary is based upon the premise and assumption that the holder of an ADS is not an Australian tax resident and is not carrying on business in Australia through a permanent establishment or similar taxable nexus (referred to as a “Non-Australian Holder” in this summary).
Nature of ADSs for Australian Taxation Purposes
Prospective investors and non-Australian holders of ADSs should obtain specialist Australian tax advice regarding their rights and obligations under the deposit agreement with the depositary, including whether the deposit arrangement would result in the holders of an ADS being “absolutely entitled” to the underlying shares represented by the ADS for Australian taxation purposes, especially before the prospective investor or Non-Australian Holder takes any Acton either to: (1) deposit ordinary shares to the depositary in exchange for ADSs; or (2) surrender ADSs to the depositary for cancellation to receive the ordinary shares underlying the Non-Australian Holder's ADSs. Apart from certain aspects of the Australian tax legislation (for example, the Australian capital gains tax and withholding tax provisions, which are discussed below), there is no express legislative basis for disregarding “bare trusts” or similar arrangements for Australian tax purposes generally, and the Australian Taxation Office has not published any binding guidance in respect of ADS arrangements.
Consistent with our understanding that the deposit agreement, which is proposed for the holders of ADSs, is on similar terms to agreements that govern ADSs in respect of other foreign private issuers, this summary proceeds on the assumption that the deposit arrangement results in holders of ADSs being “absolutely entitled” to the underlying shares and also “presently entitled” to any dividend paid on the underlying ordinary shares. On this basis, holders of ADSs can be treated as the owners of the underlying ordinary shares for Australian capital gains tax purposes and dividends paid on the underlying ordinary shares will also be treated as dividends derived by the holders of ADSs as the persons presently entitled to those dividends.
The Australian tax implications of depositing shares with the depositary in exchange for ADSs will depend on the individual circumstances of the investor. For investors who hold such shares on capital account, on the basis of the assumption regarding absolute entitlement the deposit of such shares with the depositary should not be subject to Australian capital gains tax.
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Taxation of Dividends
Australia operates a dividend imputation system under which dividends may be declared to be “franked” to the extent they are paid out of company profits that have been subject to income tax. Fully franked dividends are not subject to dividend withholding tax. To the extent that dividends are unfranked, or partly franked, the unfranked amount of dividends payable to Non-Australian Holders will be subject to dividend withholding tax except to the extent they are declared to be “conduit foreign income,” or CFI. Dividend withholding tax will be imposed at 30%, unless a shareholder or other specified recipient is a resident of a country with which Australia has a double taxation treaty and qualifies for the benefits of the treaty. For example, under the provisions of the current Double Taxation Convention between Australia and the United States, the Australian tax withheld on unfranked dividends that are not declared to be CFI paid by us to which a resident of the United States is beneficially entitled generally is limited to 15%.
However, under the Double Taxation Convention between Australia and the United States, if a U.S. resident company that is a Non-Australian Holder directly owns a 10% or more voting interests in NOVONIX, the Australian tax withheld on unfranked dividends that are not declared to be CFI paid by us to which the company is beneficially entitled is generally limited to 5%.
Character of ADSs or Shares for Australian Taxation Purposes
The Australian income tax treatment of a sale or disposal of the ADSs or underlying shares will depend on whether they are held on revenue or capital account. ADSs may be held on revenue rather than capital accounts, for example, where they are held by share traders, or any profit arises from a profit-making undertaking or scheme entered into by the holder. Non-Australian Holders of ADSs should obtain specialist Australian tax advice regarding the characterization of any gain or loss on a sale or disposal of the ADSs or underlying shares as revenue or capital in nature.
Regarding the landholder duty considerations for the sale/disposal of the ADSs or underlying shares, please refer to the below comments under "Landholder Duty".
Regarding the goods and services tax considerations for the sale/disposal of the ADSs or underlying shares, please refer to the below comments under "Goods and Services Tax".
Tax on Sales or other Dispositions of Shares or ADSs—Capital Gains Tax
Non-Australian Holders who are treated as the owners of the underlying shares on the basis that they are absolutely entitled to those shares will not be subject to Australian capital gains tax on the gain made on a sale or other disposal of ordinary shares, provided the shares are not “taxable Australian property.” Taxable Australian property includes “indirect Australian real property interests,” which are interests in a company where:
Australian capital gains tax applies to net capital gains at a taxpayer’s marginal tax rates. Net capital gains are calculated after reduction for capital losses, which may only be offset against capital gains.
If a Non-Australian Holder of ADSs was not absolutely entitled to the underlying shares, and the ADSs were held on capital account, the same principles would apply in determining whether a gain on the sale or disposal of the ADSs would be subject to Australian capital gains tax. That is, a Non-Australian Holder should not be directly subject to Australian capital gains tax on the sale or disposal of the ADSs provided the ADSs are not “taxable Australian property.”
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The 50% capital gains tax discount is not available to Non-Australian Holders on gains from assets where they were non-Australian tax residents during the entire holding period. An apportioned discount rate may be available where the holder has been both a Non-Australian Holder and an Australian Tax Resident throughout the holding period. Companies are not entitled to a capital gains tax discount.
Broadly, where there is a disposal of “taxable Australian property,” which includes indirect Australian real property interests, the purchaser will be required to withhold and remit to the Australian Taxation Office, or the ATO, 12.5% of the proceeds from the sale. A transaction is excluded from the withholding requirements in certain circumstances, including where the transaction has a market value of $750,000 or less, or is an on-market transaction conducted on an approved stock exchange, a securities lending arrangement, or is conducted using a broker operated crossing system. There may also be an exception to the requirement to withhold where a Non-Australian Holder provides a declaration that their ordinary shares are not “indirect Australian real property interests.”
Tax on Sales or other Dispositions of ADSs—Revenue Account
Non-Australian Holders who hold their ADSs on revenue account may have the gains made on the sale or other disposal of the ADSs included in their assessable income under the ordinary income provisions of the income tax law if the gains are sourced in Australia. In the case of gains which are ordinary income, there are no express provisions which treat holders of ADSs as the owners of the underlying shares where they are absolutely entitled to those shares.
Non-Australian Holders assessable under these ordinary income provisions in respect of gains made on ADSs held on revenue account would be assessed for such gains at the Australian tax rates for non-Australian residents, which start at a marginal rate of 32.5% for individuals and would be required to file an Australian tax return. Some relief from Australian income tax may be available to a Non-Australian Holder who is resident of a country with which Australia has a double taxation treaty, qualifies for the benefits of the treaty and does not, for example, derive the gain in carrying on business through a permanent establishment (or similar taxable nexus) in Australia.
To the extent an amount would be included in a Non-Australian Holder’s assessable income under both the capital gains tax provisions and the ordinary income provisions, the capital gain amount may be reduced, so that the holder may not be subject to double Australian tax on any part of the gain.
The statements under “—Tax on Sales or Other Dispositions of Shares—Capital Gains Tax” regarding a purchaser being required to withhold 12.5% tax on the acquisition of certain taxable Australian property are also relevant where the disposal of the ADSs by a Non-Australian Holder is likely to generate gains on revenue account, rather than a capital gain.
Dual Residency
If a holder of ADSs is a resident of both Australia and another jurisdiction (such as the United States) under those countries’ domestic taxation laws, that holder may be subject to tax as an Australian resident. If, however, the holder is determined to be a resident of that other jurisdiction for the purposes of the applicable double tax treaty, for example the Double Taxation Convention between the United States and Australia and qualifies for the benefit of that treaty, the Australian tax may be subject to limitation by that double tax treaty. Holders should obtain specialist taxation advice in these circumstances.
Landholder Duty
We understand the only landholdings in Australia are located in Queensland. Generally landholdings includes resource authorities, leases over land and things fixed to the land. Where the market value of all landholdings in Queensland in NOVONIX Limited and its subsidiaries are A$2.0 million or greater NOVONIX Limited will be a landholder in Queensland.
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A liability to duty should not arise in Queensland for an investor on a transfer or issue of ordinary shares or ADSs in NOVONIX Limited, provided that a single Investor (alone or together with any associates or under related transactions) does not acquire a ‘significant interest’. Where a company is listed on a recognized exchange a ‘significant interest’ is an interest of 90% or more.
Australian Death Duty
Australia does not have estate or death duties. As a general rule, no capital gains tax liability is realized upon the inheritance of a deceased person’s shares. The disposal of inherited shares by beneficiaries may, however, give rise to a capital gains tax liability if the gain falls within the scope of Australia’s jurisdiction to tax. Holders should obtain specialist taxation advice in these circumstances.
Goods and Services Tax
No Australian goods and services tax should be payable on the transfer or issue of ADSs or ordinary shares.
THE DISCUSSION ABOVE IS A SUMMARY OF THE AUSTRALIAN TAX CONSEQUENCES OF AN INVESTMENT IN OUR ORDINARY SHARES OR ADSs AND IS BASED UPON LAWS AND RELEVANT INTERPRETATIONS THEREOF IN EFFECT AS OF THE DATE OF THIS annual report, ALL OF WHICH ARE SUBJECT TO CHANGE, POSSIBLY WITH RETROSPECTIVE EFFECT. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR ORDINARY SHARES OR ADSs IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.
BEPS Pillar Two
The Organization for Economic Co-operation and Development (“OECD”) has released the Base Erosion and Profit Shifting framework 2.0 (“Pillar Two”) to introduce a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds. As of December 31, 2025, Canada and Australia have enacted legislation related to the global minimum tax rules under Pillar Two. The United States has not yet enacted legislation to adopt Pillar Two. After considering the applicable tax law changes associated with Pillar Two legislation, we do not believe the Company falls within the scope of this legislation due to annual revenue of $5.6m not exceeding the minimum revenue standard of EUR 750 million. At this time there are no recorded tax effects for Pillar Two.
Not applicable.
Not applicable.
We are subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within 120 days of the end of each fiscal year. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic flings with the SEC using its EDGAR system.
In addition, because our ordinary shares are traded on the ASX, we file annual and semi-annual reports with, and furnish information to, the ASX, as required under the ASX Listing Rules and the Corporations Act. Copies of our filings with the ASX can be retrieved electronically at www.asx.com.au. We also maintain a web site at www.novonixgroup.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this annual report on Form 20-F, and the reference to our website in this annual report on Form 20-F is an inactive textual reference only.
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Not applicable.
If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to a variety of risks in the ordinary course of our business, including, but not limited to, credit risk, liquidity risk and interest rate risk. We regularly assess each of these risks to minimize any adverse effects on our business as a result of those factors. For discussion and sensitivity analyses of our exposure to these risks, see Note 31 - Financial Risk Management to the consolidated financial statements included in this annual report.
Item 12. Description of Securities Other than Equity Securities
Not applicable.
Not applicable.
Not applicable.
Persons depositing or withdrawing Shares or ADSs must pay:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
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For:
Delivery of ADSs, including deliveries resulting from a distribution of shares or rights or other property
Surrender of ADSs for the purpose of withdrawal, including if the deposit agreement terminates |
$.05 (or less) per ADS a fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs |
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Any cash distribution to ADS holders Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
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$.05 (or less) per ADS per calendar year registration or transfer fees.
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Depositary services
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
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Expenses of the depositary
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Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)
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Converting foreign currency to U.S. dollars |
Converting foreign currency to U.S. dollars Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes |
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As necessary |
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Any charges incurred by the depositary or its agents for servicing the deposited securities.
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As necessary
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The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads, or commissions.
The depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary. Where the depositary converts currency itself or through any of its affiliates, the depositary acts as principal for its own account and not as agent, advisor, broker, or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligation to act without negligence or bad faith. The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends or other distributions from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions, neither the depositary nor the Company makes any representation that the rate obtained or determined by us is the most favorable rate, and neither the depositary nor the Company will be liable for any direct or indirect losses associated with the rate.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies.
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.
Not applicable.
Item 15. Controls and Procedures
Disclosure controls and procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation (pursuant to Rule 13a-15(b) of the Exchange Act) of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act as of December 31, 2025.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025, due to the material weaknesses identified and described below.
Notwithstanding the assessment that our disclosure controls and procedures are not effective and that material weaknesses existed as of December 31, 2025, we believe that we have performed sufficient supplementary procedures to ensure that the consolidated financial statements for the periods covered by and included in this annual report on Form 20-F fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with IFRS.
Management’s annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15 (f) under the Exchange Act. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2025, because of the material weaknesses described below.
Material Weaknesses in Internal Control over Financial Reporting
We previously disclosed in our annual report on 20-F for the year ended December 31, 2024, certain control deficiencies in the design and implementation of our internal control over financial reporting that constituted material weaknesses. These material weaknesses have not been remediated as of December 31, 2025.
123
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
The material weaknesses in internal control over financial reporting are summarized below:
This annual report does not include an attestation report of our independent registered public accounting firm due to an exemption from the auditor attestation requirements of the Sarbanes-Oxley Act as available to emerging growth companies.
Remediation Plan
The status of the remediation measures we have implemented to improve our internal control over financial reporting to address the underlying causes of the material weaknesses are summarized below:
Attestation report of the registered public accounting firm
This annual report does not include an attestation report of our independent registered public accounting firm due to an exemption from the auditor attestation requirements of the Sarbanes-Oxley Act as available to emerging growth companies.
124
Changes in internal control over financial reporting
Except for the improvements to our internal control over financial reporting to remediate the material weaknesses discussed above, there have been no changes in our internal control over financial reporting during the fiscal year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [RESERVED]
Item 16A. Audit Committee Financial Expert
The Board of Directors has determined that Mr. Anthony Bellas qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC, and all of the members of the Audit and Risk Management Committee are independent, as independence is defined under the rules of the SEC and Nasdaq applicable to foreign private issuers.
Item 16B. Code of Ethics
Our Corporate Governance Charter contains a code of conduct applicable to all our directors and is available on our website at https://ir.novonixgroup.com/corporate-governance/documents-charters. Our Board of Directors has also adopted a Code of Conduct applicable to our officers, senior executives, employees, consultants, and contractors, which is also available on our website at www.novonixgroup.com, which satisfies the definition of a "code of ethics" under Item 16B of Form 20-F. We will post on our website all disclosures to the extent required by the rules of the SEC and/or the listing standards of Nasdaq concerning amendments to, or waivers from, any provision of the Code of Conduct applicable to our directors and executive officers. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of, this annual report.
Item 16C. Principal Accountant Fees and Services
Audit Fees
Audit fees for the years ended December 31, 2025 and 2024 were $429,478 and $623,217, respectively. Please see “Note 8 – Auditor’s Remuneration" more information on auditor remuneration.
Audit-Related Fees
Audit‑related fees for the years ended December 31, 2025 and 2024 were $10,975 and $10,391, respectively. Please see “Note 8 – Auditor’s Remuneration" more information on auditor remuneration.
Tax Fees
Tax fees were $0, for the years ended December 31, 2025 and 2024. Please see “Note 8 – Auditor’s Remuneration" more information on auditor remuneration.
All Other Fees
All other fees were $12,635 and $13,811, for the years ended December 31, 2025 and 2024. Please see “Note 8 – Auditor’s Remuneration" more information on auditor remuneration.
Pre-Approval Policies and Procedures
The Audit and Risk Management Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm consistent with the SEC's rules on auditor independence. These policies provide that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit and Risk Management Committee, or the engagement is entered into pursuant to the pre-approval procedure described below.
125
From time to time, the Audit and Risk Management Committee pre-approves specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount. In fiscal year 2025, our Audit and Risk Management Committee approved all the services provided by
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
Under Nasdaq Listing Rule 5615(a)(3), a foreign private issuer, such as our company, is permitted to follow certain home country corporate governance practices instead of certain provisions of the Nasdaq listing rules. A foreign private issuer electing to follow a home country practice instead of any such Nasdaq rule must submit to Nasdaq, in advance, a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws. maWe submitted such a written statement to Nasdaq. See “Item 6. Directors, Senior Management and Employees—C. Board Practices— Foreign Private Issuer Exemption” for a concise summary of any significant ways in which our corporate governance practices differ from those followed by domestic companies under the Nasdaq listing rules.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider Trading policies
Our Securities
Item 16K. Cybersecurity
Risk Management and Strategy
We believe an effective cybersecurity program is critical to guard the confidentiality, integrity, and availability of our information systems and data residing in those systems. We have built and continue to evolve processes for assessing, identifying, and managing material risks from cybersecurity threats. We have embedded the oversight and management of cybersecurity risk within our enterprise risk management framework to help drive a company-wide culture of cybersecurity risk management, and we have established policies and procedures as well as a reporting line of governance that guide our cybersecurity risk management program.
126
The Company’s Information Technology Department uses cybersecurity risk assessments, security monitoring tools, phishing testing, security training, system scanning, and penetration testing, among other technology and human resources, to monitor and identify cybersecurity threats and incidents.
We require all third-party vendors that may have access to Company, employee, customer, or other third-party data to undergo a vetting process prior to being approved and onboarded. The vetting process includes a review of the vendor’s relevant policies and procedures, technology architecture, business practices and cybersecurity profile. Third-party vendor agreements include confidentiality obligations and specify data elements that the third party has access to, how the third party protects the data, and procedures for the return or destruction of protected data. The vendor also must report all cybersecurity incidents immediately to the Company’s responsible functional manager and to the Director of Information Technology.
In addition to the above processes and resources, we maintain a cybersecurity incident response process. Within the Information Technology department, we have an Incident Response Team, which maintains and is responsible for communicating any cybersecurity incidents in accordance with a written incident response plan (the “Incident Response Plan”). The Incident Response Plan defines responsibilities and immediate actions necessary to mitigate risk, report on the incident to management, and identify necessary steps to remediate the incident and prevent future incidents. The Incident Response Team is responsible for identifying and assessing the impact of several factors, including duration of the breach or other incident, the number of systems and users affected, the actual or potential system downtime and associated financial impact, as well as the cost and timing of system and data recovery. Our Director of Information Technology is responsible for reporting cybersecurity incidents immediately to our senior management team. Depending on the nature and severity of an incident, the incident may also need to be reported to our Management Disclosure Committee to determine whether the incident is or is reasonably likely to become material and whether the Company must disclose the incident publicly, as well as to the Audit and Risk Management Committee and the Board of Directors.
Governance
Our Board of Directors recognizes the importance of managing the risk of cybersecurity threats to the Company
The Audit and Risk Management Committee meets at least twice each year and as often as necessary to fulfill its responsibilities.
The Director of Information Technology leads our Information Technology Department and is responsible for overseeing our information security program.
127
We face risks from cybersecurity threats that could have a material adverse effect on our business, strategy, financial condition, results of operations, cash flows or reputation, and we have experienced, and will likely continue to experience, cybersecurity incidents in the normal course of our business. However, to date,
See Item 3. Key Information—D. Risk Factors (“Our systems and data may be subject to disruptions or other security incidents, and we may face alleged violations of laws, regulations, or other obligations relating to handling our employees' personal data or confidential data of our customers and other business partners that could result in liability and adversely impact our reputation and future sales.”).
128
PART III
Item 17. Financial Statements.
The Company has elected to furnish the financial statements and related information specified in "Item 18. Financial Statements" of this annual report.
Item 18. Financial Statements.
The consolidated financial statements and related notes required by this Item 18 are included in this annual report on Form 20-F beginning on page F-1.
129
NOVONIX LIMITED
ABN 54 157 690 830
FINANCIAL STATEMENTS – December 31, 2025
Financial statements |
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Consolidated statements of profit or loss and other comprehensive income |
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F-2 |
Consolidated balance sheets |
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F-3 |
Consolidated statements of changes in equity |
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F-4 |
Consolidated statements of cash flows |
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F-5 |
Notes to the consolidated financial statements |
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F-6 |
Report of Independent Registered Public Accounting Firm (PCAOB ID Number: |
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F-62 |
These financial statements are consolidated financial statements for the Company consisting of NOVONIX Limited and its subsidiaries. A list of major subsidiaries is included in Note 27 – Interests in Subsidiaries.
The financial statements are presented in U.S. dollars.
NOVONIX Limited is a Company limited by shares, incorporated and domiciled in Australia.
F-1
NOVONIX Limited Consolidated Statements of Profit or Loss and Other Comprehensive Income
For the Years Ended December 31, 2025, 2024 and 2023
(in U.S dollars) |
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Year ended December 31, |
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Notes |
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2025 |
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2024 |
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2023 |
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Revenue |
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3 |
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$ |
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$ |
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$ |
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Product manufacturing and operating costs |
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( |
) |
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( |
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( |
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Administrative and other expenses |
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5 |
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( |
) |
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( |
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( |
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Depreciation and amortization expenses |
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( |
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( |
) |
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( |
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Loss on equity investment securities at fair value through profit or loss |
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— |
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( |
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— |
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Research and development costs |
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( |
) |
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( |
) |
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( |
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Share based compensation |
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28 |
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( |
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( |
) |
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Employee benefits expense |
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( |
) |
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( |
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( |
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Borrowing costs |
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5 |
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( |
) |
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( |
) |
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( |
) |
Foreign currency (loss) gain |
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( |
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Loss on extinguishment of convertible notes |
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22 |
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( |
) |
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- |
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- |
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Impairment of property, plant and equipment |
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14 |
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( |
) |
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- |
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- |
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(Loss)/gain on fair value of derivative financial instruments |
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22 |
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( |
) |
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Other income, net |
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4 |
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Loss before income tax (expense) benefit |
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( |
) |
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( |
) |
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( |
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Income tax (expense) benefit |
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6 |
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( |
) |
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( |
) |
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Net loss |
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( |
) |
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( |
) |
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( |
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Other comprehensive income / (loss), net of tax |
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Foreign currency translation of foreign operations |
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( |
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( |
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Total comprehensive loss |
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( |
) |
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( |
) |
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( |
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Net loss per share attributable to the ordinary equity holders – basic and diluted |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Weighted average shares outstanding – basic and diluted |
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The above consolidated statements of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
F-2
NOVONIX Limited Consolidated Balance Sheets
As of December 31, 2025 and 2024
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(in U.S. dollars) |
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December 31, |
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December 31, |
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Notes |
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2025 |
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2024 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Trade and other receivables |
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10 |
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Inventory |
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13 |
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Prepayments |
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11 |
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Escrow reserves |
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12 |
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Assets classified as held for sale |
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16 |
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— |
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Total current assets |
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Non-current assets |
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Property, plant and equipment |
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14 |
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Investment securities at fair value through profit or loss |
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15 |
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— |
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— |
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Right-of-use assets |
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20 |
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Intangible assets and goodwill |
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17 |
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Other assets |
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Total non-current assets |
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Total assets |
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$ |
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$ |
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LIABILITIES |
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Current liabilities |
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Trade and other payables |
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18 |
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$ |
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$ |
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Contract liabilities |
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3, 19 |
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Lease liabilities |
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20 |
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Derivative financial instruments |
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22 |
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Borrowings |
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21 |
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Current tax liabilities |
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Total current liabilities |
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Non-current liabilities |
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Contract liabilities |
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19 |
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— |
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Lease liabilities |
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20 |
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Borrowings |
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21 |
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Total non-current liabilities |
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Total liabilities |
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Net assets |
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EQUITY |
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Contributed equity |
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23 |
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Reserves |
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24 |
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Accumulated losses |
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( |
) |
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( |
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Total equity |
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$ |
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$ |
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The above consolidated balance sheets should be read in conjunction with the accompanying notes.
F-3
NOVONIX Limited Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2025, 2024 and 2023
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Reserves |
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Consolidated Group (in U.S dollars) |
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Contributed |
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Accumulated |
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Share based |
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Foreign |
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Convertible |
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Total |
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Balance at December 31, 2022 |
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( |
) |
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( |
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Net loss |
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— |
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( |
) |
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— |
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— |
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— |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Total comprehensive (loss)/income |
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— |
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( |
) |
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— |
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( |
) |
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— |
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( |
) |
Transactions with owners in their capacity as owners: |
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— |
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— |
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— |
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— |
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— |
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— |
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Contributions of equity, net of transaction costs |
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— |
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— |
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— |
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— |
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Share-based payments |
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— |
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— |
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— |
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— |
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Balance at December 31, 2023 |
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( |
) |
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( |
) |
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Net loss |
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— |
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( |
) |
|
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— |
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— |
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|
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— |
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|
|
( |
) |
Other comprehensive loss |
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— |
|
|
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— |
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|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Total comprehensive loss |
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— |
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( |
) |
|
|
— |
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|
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( |
) |
|
|
— |
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( |
) |
Transactions with owners in their capacity as owners: |
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Contributions of equity, net of transaction costs (Note 23) |
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— |
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— |
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— |
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— |
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Share-based payments |
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— |
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— |
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|
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— |
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— |
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Balance at December 31, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
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|
$ |
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||||
Net loss |
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— |
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( |
) |
|
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— |
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— |
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|
|
— |
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( |
) |
Other comprehensive loss |
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— |
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— |
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— |
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— |
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Total comprehensive loss |
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— |
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( |
) |
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— |
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— |
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( |
) |
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Transactions with owners in their capacity as owners: |
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Contributions of equity, net of transaction costs (Note 23) |
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— |
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— |
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— |
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— |
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||
Share-based payments |
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— |
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— |
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|
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( |
) |
|
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— |
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|
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— |
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|
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( |
) |
Balance at December 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
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|
$ |
( |
) |
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$ |
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$ |
|
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The above consolidated statements of changes in equity should be read in conjunction with the accompanying notes.
F-4
NOVONIX Limited Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025, 2024 and 2023
(in U.S. dollars) |
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Year ended December 31, |
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2025 |
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2024 |
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2023 |
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Notes |
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Cash flows from operating activities |
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|||
Receipts from customers (inclusive of consumption tax) |
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|
$ |
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|
$ |
|
|
$ |
|
|||
Payments to suppliers and employees (inclusive of consumption tax) |
|
|
|
|
( |
) |
|
|
( |
) |
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( |
) |
Interest received |
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|||
Payment of borrowing costs |
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|
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|
( |
) |
|
|
( |
) |
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( |
) |
Government grants received |
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Net cash outflow from operating activities |
|
26 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities |
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Payments for exploration assets |
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|
( |
) |
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|
( |
) |
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|
( |
) |
Proceeds from release of escrow funds |
|
|
|
— |
|
|
|
— |
|
|
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|
||
Proceeds from disposal of assets |
|
|
|
|
|
|
|
— |
|
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|
— |
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|
Payments for security deposits |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Government grants received |
|
|
|
|
|
|
|
|
|
|
— |
|
||
Payments for property, plant and equipment |
|
|
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|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash outflow from investing activities |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
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Proceeds on issue of shares |
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|||
Transaction costs related to issue of equity securities or convertible debt securities |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from convertible note issues |
|
|
|
|
|
|
|
— |
|
|
|
|
||
Payment of withholding tax - Performance Rights |
|
28 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from borrowings |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Principal elements of lease repayments |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Repayment of borrowings |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash inflow (outflow) from financing activities |
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|
|
|
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|
|||
Net (decrease) increase in cash and cash equivalents |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Effects of foreign currency |
|
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|
|
|
|
|
( |
) |
|
|
( |
) |
|
Cash and cash equivalents at the beginning of the year |
|
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|
|
|
|
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|
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|
|||
Cash and cash equivalents at the end of the year |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Non–cash financing and investing activities |
|
26 |
|
|
|
|
|
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|
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The above consolidated statements of cash flows should be read in conjunction with the accompanying notes.
F-5
Note 1 Summary of Material Accounting Policy Information
Corporate Information
NOVONIX Limited (“NOVONIX,” the “Company,” or the “Group”) is a battery technology and materials business that provides advanced products and mission critical services to leading battery manufacturers, materials companies, automotive original equipment manufacturers (“OEMs”) as well as consumer electronics manufacturers at the forefront of the global electrification economy. NOVONIX Limited is referred to in these financial statements as the "Parent Entity".
NOVONIX was incorporated under the laws of Australia in 2012 under the name Graphitecorp Pty Limited. In 2015, the Company completed an initial public offering of its ordinary shares and the listing of its ordinary shares on the Australian Securities Exchange, or the ASX, and changed the Company’s name to GRAPHITECORP Limited. In 2017, the Company changed its name to NOVONIX Limited.
The Company’s principal place of business is located at 1029 West 19th Street, Chattanooga, TN 37408, United States, and the Company’s registered office is located at Level 11, 66 Eagle Street, Brisbane Queensland, Australia.
The financial statements were authorized for issue by the Directors on February 25, 2026. The Directors have the power to amend and reissue the financial statements.
Basis of Preparation
These general-purpose consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”). Material accounting policies adopted in the preparation of these consolidated financial statements are presented below and have been consistently applied unless stated otherwise.
Except for cash flow information, the consolidated financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
Applying Materiality
Management provides the specific accounting policies and disclosures required by IFRS unless the information is not applicable or is considered immaterial to the decision-making of the primary users of these financial statements.
Going Concern
The consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realization of assets and settlement of liabilities in the normal course of business.
For the year ended December 31, 2025, the Company incurred a net loss of $
The Company continues to execute its expansion plans to reach a production capacity of at least
These conditions give rise to a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by Public Company Accounting Oversight Board (“PCAOB”) standards) over the Company’s ability to
F-6
continue as a going concern. Should the Company be unable to continue as a going concern, it may be unable to realize its assets and discharge its liabilities in the normal course of business, and at amounts stated in the financial report.
The ability of the Company to continue as a going concern is principally dependent upon one or more of the following
The directors believe that the going concern basis of preparation is appropriate as the Company has a strong history of being able to raise capital from debt and equity sources, including through the issue of:
The Company is continuing to actively engage with strategic partners, customers, investors, and government agencies, to source additional funding to support the Company's growth and fund the planned expansionary activities.
In addition, in April 2024, the Company was selected to receive a $
These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities and appropriate disclosures that may be necessary should the Company be unable to continue as a going concern.
Principles of Consolidation
Subsidiaries are all those entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealized gains on transactions between entities in the Company are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. The accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Company.
Where equity instruments are issued in a business combination, the fair value of the instruments is their published market price as at the date of exchange. Costs arising from a business combination are expensed when incurred. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement.
F-7
With limited exceptions, all identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, over the net fair value of the Company's share of the identifiable net assets acquired is recognized as goodwill. If the consideration transferred of the acquisition is less than the Company's share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognized as a gain in the profit and loss in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, but only after a reassessment of the identification and measurement of the net assets acquired.
Where settlement of any part of the cash consideration is deferred, the amounts payable in the future are discounted to their present value, as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. For some assets and liabilities, observable market transactions or market information is available. For other assets and liabilities, observable market transactions or market information might not be available. When a price for an identical asset or liability is not observable, another valuation technique is used. To increase consistency and comparability in fair value measurements, there are three levels of the fair value hierarchy based on the inputs used:
The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Income Tax Expense (Benefit)
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognized for prior periods, where applicable.
Deferred tax assets and liabilities are recognized for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
Deferred tax assets are recognized for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses.
The carrying amount of recognized and unrecognized deferred tax assets are reviewed at each reporting date. Deferred tax assets recognized are reduced to the extent that it is no longer probable that future taxable profits will be available
F-8
for the carrying amount to be recovered. Previously unrecognized deferred tax assets are recognized to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Revenue Recognition
Revenue from contracts with customers is recognized when control of the goods is transferred, or services are provided to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Sales of Goods
Revenue for the hardware is recognized at a point in time when the hardware is delivered and the legal title has passed.
Consulting Services
The consulting division provides battery cell design, implementation and support services under fixed-price and variable price contracts. Revenue from providing services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period relative to the remaining services under the contract because the customer receives and uses the benefits simultaneously. This is determined based on the actual labor hours spent relative to the total expected labor hours.
Where the contracts include multiple performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost-plus margin.
Contract Balances
Trade and Other Receivables
A receivable is recognized when the Company’s right to consideration is unconditional, which is generally when goods are delivered or services are performed, as only the passage of time is required before payment is due.
Contract Liabilities
A contract liability is the obligation to transfer goods or provide services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Company performs under the contract.
Other Income
Interest
Interest income is recognized as interest accrues using the effective interest method. This is a method of calculating the amortized cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
F-9
Grant Revenue
Grants from government bodies, including transferable 48C tax credits, are recognized where there is a reasonable assurance that the grant will be received, and the Company will comply with all attached conditions. When a grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related expenses, for which it is intended to compensate, are expensed. Where a grant relates to an asset, it is recognized as an adjustment to the carrying amount of the related asset.
Operating Segments
Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ("CODMs"). The CODMs are responsible for the allocation of resources to operating segments and assessing their performance.
Current and Non-Current Classification
Assets and liabilities are presented in the balance sheet based on current and non-current classification.
An asset is classified as current when: it is either expected to be realized or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realized within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
Inventories
Inventories are measured at the lower of cost and net realizable value. Cost is determined based on the standard cost method, which approximates first-in, first-out. The cost of manufactured products includes direct materials.
Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.
The fair value of the liability (borrowings) portion of a convertible bond is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortized cost basis until extinguished on conversion or maturity of the bonds. The remainder of the proceeds is allocated to the conversion option. Alternatively, the fair value of the conversion option is determined using Monte Carlo Simulation methodology, with the remainder of the proceeds allocated to the liability (borrowings) portion.
Convertible Loan Notes
Convertible loan notes are initially measured at fair value less transaction costs.
F-10
Amortized cost is calculated as the amount at which the loan note is measured at initial recognition less principal repayments and adjusted for any cumulative amortization of the difference between that initial amount and the maturity amount calculated using the effective interest method.
The effective interest method is used to allocate interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments over the expected life of the financial instrument to the net carrying amount of the financial liability.
Non-derivative financial liabilities, other than financial guarantees, are subsequently measured at amortized cost. Gains or losses are recognized in profit or loss through the amortization process and when then financial liability is derecognized.
Convertible notes are classified as current liabilities unless, at the end of the reporting period, the Company has a right to defer settlement of the liability for at least 12 months after the reporting period. Where convertible notes can be settled, at the option of the counterparty, by the transfer of the entity’s own equity instruments, such settlement terms do not affect the classification of the liability as current or non-current where the option is classified as an equity instrument. With respect to the Company’s convertible notes, the conversion option is accounted for as a derivative liability and can be exercised by the holder at any time - as disclosed in Note 22. As such, the conversion feature must be considered when assessing whether the Company has a right to defer settlement.
Property, Plant, and Equipment
Property, plant, and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:
Buildings |
|
|
Plant and equipment |
|
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of plant and equipment is derecognized upon disposal or when there is no future economic benefit to the Company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Trade and Other Payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year and which are unpaid. Due to their short-term nature, they are measured at amortized cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.
Leases
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
F-11
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Company:
The Company is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. The Company does not revalue the right-of-use buildings held by the Company.
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.
Extension options are included in property and equipment leases across the Company. These are used to maximize operational flexibility in terms of managing the assets used in the Company’s operations. The extension options held are exercisable only by the Company and not by the lessor.
When the Company revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In both cases an equivalent adjustment is made to the carrying value of the
F-12
right-of-use asset, with the revised carrying amount being amortized over the remaining (revised) lease term. If the carrying amount of the right-of-use asset is adjusted to zero, any further reduction is recognized in profit or loss.
When the Company renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the modification:
Specific details about the Company’s leasing policy are provided in Note 20.
Investments and Other Financial Assets
Classification
The Company classifies its financial assets in the following measurement categories:
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
Recognition and Derecognition
Regular way purchases and sales of financial assets are recognized on trade date, being the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification or fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue
F-13
to be recognized in the consolidated statement of profit or loss and other comprehensive (loss) income as other income when the Company’s right to receive payment is established.
Changes in fair value of financial assets at FVPL are recognized in other gains/(losses) in the Consolidated Statement of Profit or Loss and Other Comprehensive Income as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
Employee Benefits
Short-Term Employee Benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Short-term incentives are payable on achievement of mutually agreed KPIs each fiscal year with short-term incentives being payable in either cash or by way of the issue of fully paid ordinary shares. The Company has historically paid short- term incentives in cash.
Other Long-Term Employee Benefits
The liability for long service leaves not expected to be settled within 12 months of the reporting date is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Share-Based Payments
Equity-settled share-based compensation benefits are provided to employees. Equity-settled transactions are awards of shares, options or performance rights over shares, that are provided to employees in exchange for the rendering of services.
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is determined using various valuation methods including Black Scholes, Binomial and the Monte Carlo Simulation method that takes into account the exercise price, the term of the performance right, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the performance right award.
The cost of equity-settled transactions is recognized as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognized in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognized in previous periods.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognized as if the modification has not been made. An additional expense is recognized, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.
F-14
Share-based payment expenses are recognized over the period during which the employee provides the relevant services. This period may commence prior to the grant date. In this situation, the entity estimates the grant date fair value of the equity instruments for the purposes of recognizing the services received during the period between service commencement date and grant date. Once the grant date has been established, the earlier estimate is revised so that the amount recognized for services received is ultimately based on the grant date fair value of the equity instruments.
If the non-vesting condition is within the control of the Company or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Company or employee and is not satisfied during the vesting period, any remaining expense for the award is recognized over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognized immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.
Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Impairment of Non-Financial Assets
At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information, including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the assets carrying amount over its recoverable amount is recognized immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard. Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use.
Goodwill
Goodwill acquired on a business combination is initially measured at cost, being the excess of the consideration transferred for the business combination over the Company’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is reviewed for impairment, annually, or more frequently, if events or changes in circumstances indicate that the carrying value may be impaired (Note 17 - Intangible Assets).
As at the acquisition date, any goodwill acquired is allocated to each of the cash-generating units that are expected to benefit from the combination’s synergies.
Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates.
F-15
Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognized.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation.
Disposed goodwill in this circumstance is measured on the basis of the relative values of the disposed operation and the portion of the cash-generating unit retained.
Research and Development Costs
Research and development costs primarily represent the Company’s investment in research and development activities for the all-dry, zero-waste cathode synthesis project. At present, the Company's research and development activities are conducted through our two core businesses: BTS and NAM; cathode falls under BTS R&D.
Research expenditures are recognized as an expense when incurred. Costs incurred on development projects (relating to the design and testing of enhancements or extensions of products from the all-dry, zero-waste cathode synthesis project) are recognized as intangible assets when:
The expenditures capitalized comprise all directly attributable costs, including costs of materials, services, direct labor and an appropriate proportion of overhead. Other development expenditures that do not meet these criteria are recognized as an expense when incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period. Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use on a straight-line basis over its useful life.
Borrowing Costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Capitalisation of borrowing costs commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities necessary to prepare the asset for its intended use or sale are in progress. Capitalisation ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are complete.
Other borrowing costs are recognised as an expense in profit or loss in the period in which they are incurred.
Borrowing costs include interest expense calculated using the effective interest method, amortisation of transaction costs and finance charges in respect of lease liabilities.
F-16
Foreign Currency Transactions and Balances
Functional and Presentation Currency
The functional currency of each entity within the Group is the currency of the primary economic environment in which that entity operates. The parent entity’s functional currency is Australian dollars (AUD), while certain subsidiaries have U.S. dollars (USD) and Canadian dollars (CAD) as their functional currencies, reflecting the jurisdictions in which they operate and generate cash flows.
The Group’s presentation (reporting) currency is U.S. dollars. The financial statements of entities with functional currencies other than U.S. dollars are translated into U.S. dollars for consolidation purposes. The Company has adopted U.S. dollars as its reporting currency to enhance the relevance of its financial information and improve comparability with its industry peer group.
Transactions and Balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognized in profit or loss, except were deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognized directly in other comprehensive income to the extent that the underlying gain or loss is recognized in other comprehensive income; otherwise, the exchange difference is recognized in profit or loss.
Group Companies
The financial results and position of foreign operations, whose functional currency is different from the Company’s presentation currency, are translated as follows:
Exchange differences arising on translation of foreign operations with functional currencies other than U.S. dollars are recognized in other comprehensive income and included in the foreign currency translation reserve in the consolidated balance sheet. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of.
Earnings Per Share
Basic Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to the owners of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year.
Diluted Earnings Per Share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
F-17
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax (‘GST’) and Other Similar Taxes
Revenues, expenses and assets are recognized net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognized as part of the cost of the acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Assets Held for Sale
Non‑current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.
Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, investment property or biological assets, which continue to be measured in accordance with the Company’s other accounting policies. Impairment losses on initial classification as held‑for‑sale or held‑for-distribution and subsequent gains and losses on remeasurement are recognized in profit or loss.
Once classified as held‑for‑sale, intangible assets and property, plant and equipment are no longer amortized or depreciated, and any equity‑accounted investee is no longer equity accounted.
New and Amended Standards and Interpretations
The following amendments are effective for the period beginning January 1, 2025 and are applicable to the consolidated financial statements of the Company:
A summary of the changes to the accounting standards and on how the amendments affected the consolidated financial statements is presented below.
F-18
Standards and Interpretations not yet Effective
The Company has decided not to early adopt new standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods, which include:
The Company is currently assessing the effect of these new accounting standards and amendments.
Critical Accounting Estimates and Judgments
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below.
Valuation of LG Unsecured Convertible Notes and Embedded Derivatives
The fair value of the conversion feature is determined using a Monte Carlo Simulation, taking into account the terms and conditions upon which the convertible loan notes were issued. The key assumptions include:
Valuation of Yorkville Unsecured Convertible Notes and Embedded Derivatives
The fair value of the conversion feature is determined using a Monte Carlo Simulation, taking into account the terms and conditions upon which the convertible loan notes were issued. The key assumptions include:
Impairment of Goodwill and Identifiable Intangible Assets
The Company determines whether goodwill is impaired on an annual basis. This assessment requires an estimation of the recoverable amount of the cash-generating units to which the goodwill is allocated.
F-19
Share Based Payment Transactions
The Company has issued options where individual tranches have variable vesting dates due to the performance conditions being linked to the achievement of incremental production targets. At each reporting period, an estimate is made of the expected vesting dates for each of the tranches based on the expectation of when performance conditions will be met, and where necessary, an adjustment to the share-based payment expense is recognized.
Fair Value of Financial Instruments Carried at Fair Value through Profit Loss
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. For details of the key assumptions used and the impact of changes to these assumptions see Note 15 - Financial Assets at Fair Value Through Profit or Loss.
Government Grants
In April 2024, the Company was selected to receive a $
F-20
Other areas of critical accounting estimates and judgments include:
Note 2 Parent Entity Financial Information
The following information has been extracted from the books and records of the parent and has been prepared in accordance with International Financial Reporting Standards.
|
|
As of December 31, |
|
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As of December 31, |
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||
(in U.S. Dollars) |
|
2025 |
|
|
2024 |
|
||
Balance sheet |
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Current assets |
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$ |
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$ |
|
||
Total assets |
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Current liabilities |
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Total liabilities |
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Shareholders' equity |
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Issued capital |
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Reserves |
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Share based payment reserve |
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Foreign currency translation reserve |
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( |
) |
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( |
) |
Convertible loan note reserve |
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|
||
Accumulated losses |
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|
( |
) |
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( |
) |
Total equity |
|
$ |
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$ |
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||
|
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||
|
|
At December 31, |
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At December 31, |
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||
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2025 |
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2024 |
|
||
Statement of Profit or Loss and Other Comprehensive Income |
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||
Total loss and total comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
Guarantees
NOVONIX Limited has not entered into any guarantees, in the current or previous reporting periods, in relation to the debts of its subsidiaries.
Contingent liabilities
At December 31, 2025, NOVONIX Limited did
Contractual Commitments
At December 31, 2025, NOVONIX Limited did
F-21
Note 3 Revenue
Revenue
The Company derives revenue from the transfer of goods and provision of services in the following major product lines and segments:
Year Ended December 31, 2025 (in U.S.$) |
|
Graphite |
|
|
Battery |
|
|
Battery |
|
|
Total |
|
||||
Hardware sales |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Consulting sales |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Revenue from external customers |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Timing of revenue recognition |
|
|
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|
|
|
|
|
|
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|
||||
At a point in time |
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
$ |
|
||
Over time |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Year Ended December 31, 2024 (in U.S.$) |
|
Graphite |
|
|
Battery |
|
|
Battery |
|
|
Total |
|
||||
Hardware sales |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Consulting sales |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Revenue from external customers |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Timing of revenue recognition |
|
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|
||||
At a point in time |
|
$ |
— |
|
|
|
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|
$ |
— |
|
|
$ |
|
||
Over time |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Year Ended December 31, 2023 (in U.S.$) |
|
Graphite |
|
|
Battery |
|
|
Battery |
|
|
Total |
|
||||
Hardware sales |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Consulting sales |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Revenue from external customers |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Timing of revenue recognition |
|
|
|
|
|
|
|
|
|
|
|
|
||||
At a point in time |
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
$ |
|
||
Over time |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Revenues from external customers come from the sale of battery testing hardware equipment and the provision of battery testing and development consulting services.
Assets and Liabilities Related to Contracts with Customers
The Company has recognized the following assets and liabilities related to contracts with customers:
|
|
At December 31, |
|
|
At December 31, |
|
||
(in U.S. Dollars) |
|
2025 |
|
|
2024 |
|
||
Contract liabilities – Hardware sales |
|
$ |
— |
|
|
$ |
— |
|
Contract liabilities – Services sales |
|
|
|
|
|
|
||
Total other current liabilities |
|
$ |
|
|
$ |
|
||
F-22
Revenue Recognized in Relation to Contract Liabilities
The following table shows how much of the revenue recognized in the current reporting period relates to brought-forward contract liabilities.
|
|
Year Ended December 31, |
|
|
|||||||||
(in U.S. Dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
|||
Revenue recognized that was included |
|
|
|
|
|
|
|
|
|
|
|||
Services sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
The Company had
The Company had
Note 4 Other Income, Net
|
|
Year Ended |
|
|||||||||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Critical Minerals and Energy Innovation Grant |
|
|
|
|
|
|
|
|
— |
|
||
Other grant funding |
|
|
|
|
|
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|
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|
|||
Research and development tax incentive |
|
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|
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|
|||
Other |
|
|
— |
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
In November 2023, the Company was selected to receive a $
F-23
Note 5 Loss before Income Taxes
Loss before income taxes includes the following specific expenses:
|
|
Year Ended |
|
|||||||||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Share-based payments expense^ |
|
|
|
|
|
|
|
|
|
|||
Performance rights granted |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Share rights granted |
|
|
|
|
|
|
|
|
|
|||
Options granted |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Total share-based compensation expense |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
^ Refer to note 28 for further information regarding share-based payments. |
|
|
|
|
|
|
|
|
|
|||
Borrowing costs |
|
|
|
|
|
|
|
|
|
|||
Interest accrued and costs associated with convertible notes |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Unwinding of fair value gain |
|
|
|
|
|
|
|
|
|
|||
Interest accrued on borrowings |
|
|
|
|
|
|
|
|
|
|||
Total borrowing costs |
|
$ |
|
|
$ |
|
|
$ |
|
|||
(in U.S. dollars) |
|
Year Ended December 31, |
|
|||||||||
Administrative and other expenses |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Insurance |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Legal fees |
|
|
|
|
|
|
|
|
|
|||
Occupancy expenses |
|
|
|
|
|
|
|
|
|
|||
Consulting fees |
|
|
|
|
|
|
|
|
|
|||
Software implementation and systems-related expenses |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|||
Total administrative and other expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|||
F-24
Note 6 Income Tax (Benefit) Expense
This note provides an analysis of the Company’s income tax expense (benefit), the amounts are recognized directly in equity and how the tax expense (benefit) is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Company’s tax position.
|
|
Year Ended |
|
|||||||||
(in U.S. Dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
(a) Numerical reconciliation of income tax expense to prima facie tax payable |
|
|
|
|
|
|
|
|
|
|||
Loss before income tax expense |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Tax at the Australian tax rate of |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Tax effect of amounts which are not tax deductible (taxable) in calculating taxable income: |
|
|
|
|
|
|
|
|
|
|||
Share-based payments |
|
|
( |
) |
|
|
|
|
|
|
||
State tax expense |
|
|
|
|
|
|
|
|
— |
|
||
Government grants |
|
|
|
|
|
|
|
|
|
|||
(Loss)/Gain on fair value of derivative instruments |
|
|
|
|
|
|
|
|
|
|||
Other non-deductible amounts |
|
|
( |
) |
|
|
|
|
|
|
||
Other deferred basis adjustments |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Difference in overseas tax rate |
|
|
|
|
|
|
|
|
|
|||
Adjustments for current tax of prior periods |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Adjustment to deferred tax assets and liabilities for tax losses and temporary differences not recognized |
|
|
|
|
|
|
|
|
|
|||
Income tax (benefit) expense |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
(b) Tax losses |
|
|
|
|
|
|
|
|
|
|||
Unused tax losses for which no deferred tax asset has been recognized |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Potential tax benefit |
|
$ |
|
|
$ |
|
|
$ |
|
|||
(c) Tax expense (income) recognized directly in equity |
|
|
|
|
|
|
|
|
|
|||
Aggregate current and deferred tax arising in the reporting period and not recognized in net profit or loss or other comprehensive income but directly debited or credited to equity: |
|
|
|
|
|
|
|
|
|
|||
Deferred tax: Share issue costs |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
Year Ended |
|
|||||||||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
(d) Deferred tax assets |
|
|
|
|
|
|
|
|
|
|||
The balance comprises temporary differences attributable to: |
|
|
|
|
|
|
|
|
|
|||
Tax losses |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Exploration and evaluation assets |
|
|
— |
|
|
|
|
|
|
|
||
Business capital costs |
|
|
|
|
|
|
|
|
|
|||
Other non-current assets |
|
|
|
|
|
|
|
|
|
|||
Right of use asset |
|
|
|
|
|
|
|
|
|
|||
Unrealized exchange loss on borrowings |
|
|
|
|
|
— |
|
|
|
|
||
Accrued expenses |
|
|
|
|
|
|
|
|
|
|||
Deferred revenue |
|
|
|
|
|
|
|
|
— |
|
||
Capital loss carryover |
|
|
|
|
|
— |
|
|
|
— |
|
|
Other |
|
|
|
|
|
|
|
|
|
|||
Total deferred tax assets |
|
|
|
|
|
|
|
|
|
|||
Set-off of deferred tax liabilities pursuant to set-off provisions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Deferred tax assets not recognized |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net deferred tax assets |
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
(e) Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|||
The balance comprises temporary differences attributable to: |
|
|
|
|
|
|
|
|
|
|||
Other non-current assets |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Prepayments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency (loss)/gain |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Set-off of deferred tax liabilities pursuant to set-off provisions |
|
|
|
|
|
|
|
|
|
|||
Net deferred tax liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
F-25
Deferred tax assets are only recognized for deductible temporary differences and unused tax losses if it is probable that future taxable amounts will be available to utilize those temporary differences and losses. An amount of $
Unused losses which have not been recognized as an asset, will only be obtained if:
As of December 31, 2025, the Company has
The Company is not under examination in any of its tax-filing jurisdictions.
The net operating losses in the United States, Canada, and Australia of $
Offsetting within Tax Consolidated Entity
NOVONIX Limited and its wholly-owned Australian subsidiaries have applied the tax consolidation legislation which means that these entities are taxed as a single entity. As a consequence, the deferred tax assets and deferred tax liabilities of these entities have been offset in the consolidated financial statements.
Note 7 Key Management Personnel Compensation
The totals of remuneration paid to key management personnel (KMP) of the Company are as follows:
|
|
Year Ended December 31, |
|
|||||||||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Short-term employee benefits |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Post-employment benefits |
|
|
|
|
|
|
|
|
|
|||
Termination benefits |
|
|
|
|
|
— |
|
|
|
— |
|
|
Share-based compensation |
|
|
( |
) |
|
|
|
|
|
|
||
Total KMP compensation |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Short-term employee benefits
These amounts include fees and benefits paid to the non-executive Chairman as well as all salary, paid leave benefits and fringe benefits paid to Executive Directors.
Post-employment benefits
These amounts are the superannuation contributions made during the year.
Share-based compensation
These amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured by the fair value of the options and performance rights on grant date.
F-26
Note 8 Auditor’s Remuneration
The following fees were paid or payable for services provided by PricewaterhouseCoopers Australia (PwC) as the auditor of the Company:
|
|
Year End December 31, |
|
|||||||||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Audit fees |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Audit-related fees |
|
|
|
|
|
|
|
|
— |
|
||
Other fees in relation to prior year's audit |
|
|
|
|
|
|
|
|
|
|||
Other assurance services |
|
|
|
|
|
|
|
|
|
|||
All other fees |
|
|
|
|
|
— |
|
|
|
— |
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Note 9 Earnings per Share
|
|
Years Ended December 31, |
|
|||||||||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Basic net loss per share |
|
|
|
|
|
|
|
|
|
|||
Total basic net loss per share attributable to the ordinary equity holders of the Company |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Diluted net loss per share |
|
|
|
|
|
|
|
|
|
|||
Total diluted net loss per share attributable to the ordinary equity holders of the Company |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Reconciliations of net loss used in calculating net loss per share
|
|
Years Ended December 31, |
|
|||||||||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Basic net loss per share |
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to the ordinary equity holders of the Company used in calculating basic net loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Diluted net loss per share |
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to the ordinary equity holders of the Company used in calculating diluted net loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average number of shares used as the denominator
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Weighted average number of ordinary shares used as the denominator in calculating basic and diluted net loss per share |
|
|
|
|
|
|
|
|
|
|||
F-27
Information concerning the classification of securities
Options and Rights
Options, rights and convertible notes (refer to Note 22 - Unsecured convertible loan notes and derivative financial instruments) on issue during the years ended December 31, 2025, 2024, and 2023 are not included in the calculation of diluted earnings per share because they are antidilutive. These options, rights and convertible notes could potentially dilute basic earnings per share in the future. Details relating to options and rights are set out in Note 28 - Share-based Payments.
Note 10 Trade and Other Receivables
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Trade debtors |
|
$ |
|
|
$ |
|
||
CMEI grant funds receivable |
|
|
— |
|
|
|
|
|
Loss allowance |
|
|
( |
) |
|
|
( |
) |
Other receivables |
|
|
|
|
|
|
||
Total trade and other receivables |
|
$ |
|
|
$ |
|
||
Credit Risk
The Company has no significant concentration of credit risk with respect to any counterparties or on a geographical basis. Amounts are considered as “past due” when the debt has not been settled, in line with the terms and conditions agreed between the Company and the customer to the transaction.
The Company assesses impairment of trade and other receivables using the simplified approach of the expected credit loss (ECL) model under IFRS 9, Financial Instruments.
The balance of receivables that remain within initial trade terms are considered to be of high credit quality.
Note 11 Prepayments
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Prepayments of inventory components |
|
$ |
|
|
$ |
|
||
Prepaid general and administrative expenses |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Prepaid general and administrative expenses consisted primarily of prepaid property insurance premiums for our Riverside facility of $
Note 12 Escrow Reserves
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
(in U.S. dollars) |
|
|
|
|
|
|
||
Escrow reserves |
|
$ |
|
|
$ |
|
||
F-28
The reserves are funds deposited with the Lender for capital expenditures, insurance, tax, and production as additional collateral for the loan obtained in relation to the purchase of the new facility in Chattanooga, Tennessee. Reserves are released as the conditions of the loan are satisfied. All conditions are expected to be satisfied within 12 months from the balance sheet date.
During the year and in accordance with all applicable loan conditions, the Company received the remaining disbursement of the capital expenditure and earnout reserves as the scheduled capital expenditure work was completed, installed, and being utilized by the Company in the ordinary course of business.
Note 13 Inventory
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Raw materials |
|
$ |
— |
|
|
$ |
|
|
Components and assemblies |
|
|
|
|
|
|
||
Finished goods – at cost |
|
|
— |
|
|
|
|
|
Total Inventory |
|
$ |
|
|
$ |
|
||
Amounts Recognized in Profit or Loss
Inventories recognized as an expense during the year ended December 31, 2025, amounted to $
F-29
Note 14 Property, Plant, and Equipment
(in U.S. dollars) |
|
Land |
|
|
Buildings |
|
|
Leasehold |
|
|
Machinery and |
|
|
Construction |
|
|
Total |
|
||||||
At January 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Accumulated depreciation |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net book amount |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Opening net book amount at January 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Additions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Critical Minerals and Energy Innovation Grant |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Disposals |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Transfers |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
Depreciation charge |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Exchange differences |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Closing net book amount at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Additions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Critical Minerals and Energy Innovation Grant |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Impairment |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Transfers |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
- |
|
||
Depreciation charge |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Exchange differences |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Closing net book amount at December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Accumulated depreciation and impairment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net book amount |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
F-30
Based on the circumstances related to the proposed transaction described in Note 32 Events after the Reporting Date, management determined that a fixed asset impairment of $
F-31
Note 15 Financial Assets at Fair Value Through Profit or Loss
Classification of Financial Assets at Fair Value through Profit or Loss
The Company classifies equity investments for which it has not elected to recognize fair value gains and losses through OCI as financial assets at fair value through profit or loss (FVPL).
On January 31, 2022, NOVONIX Limited entered into a Securities Purchase Agreement with KORE Power, Inc. (“KORE Power”) a U.S. based developer of battery cell technology for the clean energy industry, under which NOVONIX Limited acquired
The equity investment was fully written down in 2024. At December 31, 2025, the investment in KORE Power represents approximately
During the year ended December 31, 2024, the Company recognized a loss in the consolidated statement of profit or loss and other comprehensive income related to equity investments held at FVPL as a result of the fair value measurement described in the Valuation Techniques using Significant Unobservable Inputs – Level 3 section below.
Fair Value Hierarchy
U.S. unlisted equity securities are classified as a Level 3 fair value in the fair value hierarchy as one or more of the significant inputs is not based on observable market data.
The following table presents the changes in level 3 instruments during the year ended December 31, 2025 (in U.S. dollars):
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Opening balance |
|
$ |
|
|
$ |
|
||
Changes during the period: |
|
|
|
|
|
|
||
Loss on equity investment securities at fair value through profit or loss |
|
|
|
|
|
( |
) |
|
Exchange difference |
|
|
|
|
|
( |
) |
|
Balance at December 31, 2025 |
|
$ |
|
|
$ |
|
||
There were
Valuation Techniques using Significant Unobservable Inputs – Level 3
This category includes assets where the valuation incorporates significant inputs that are not based on observable market data (unobservable inputs). Unobservable inputs are those not readily available in an active market due to market illiquidity or complexity of the product. These inputs are generally derived and extrapolated from observable inputs to match the risk profile of the financial instrument, and are calibrated against current market assumptions, historic transactions and economic models, where available.
At December 31, 2024, the Company considered available information produced by management of KORE Power as well as factors impacting KORE Power’s operations and concluded that the fair value of the investment had been reduced to nil. This was further confirmed by KORE Power’s decision to cancel its plans to develop its KOREPlex battery manufacturing
F-32
facility in Buckeye, Arizona and the resignation of its CEO, announced on January 31, 2025. The Company continues to value the investment as of December 31, 2025 as $
Note 16 Exploration and Evaluation Assets
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Exploration and evaluation assets – at cost |
|
$ |
— |
|
|
$ |
— |
|
The capitalized exploration and evaluation assets carried forward above have been determined as follows: |
|
|
|
|
|
|
||
Balance at the beginning of the period |
|
$ |
— |
|
|
$ |
— |
|
Expenditure incurred during the period |
|
|
— |
|
|
|
— |
|
Exchange differences |
|
|
— |
|
|
|
— |
|
Assets classified as held for sale |
|
|
— |
|
|
|
— |
|
Balance at the end of the period |
|
$ |
— |
|
|
$ |
— |
|
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Assets classified as held for sale |
|
$ |
— |
|
|
$ |
|
|
Balance at the beginning of the period |
|
$ |
|
|
$ |
|
||
Expenditure incurred during the period |
|
|
|
|
|
|
||
Exchange differences |
|
|
|
|
|
( |
) |
|
Assets disposed of / sold |
|
|
( |
) |
|
|
— |
|
Balance at the end of the period |
|
|
- |
|
|
$ |
|
|
On September 24, 2025, the Company sold its Mt Dromedary Natural Graphite Project in Queensland, for consideration of A$
Note 17 Intangible Assets
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Goodwill |
|
$ |
|
|
$ |
|
||
Technology |
|
|
— |
|
|
|
— |
|
Total |
|
$ |
|
|
$ |
|
||
(in U.S. dollars) |
|
Goodwill |
|
|
Technology |
|
|
Total |
|
|||
Balance at December 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Additions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Amortization |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at December 31, 2024 |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Additions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Amortization |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance at December 31, 2025 |
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
F-33
Intangible assets, other than goodwill, have finite useful lives. The current amortization charges for intangible assets are included under depreciation and amortization expense in the statement of profit or loss and other comprehensive (loss) income. Goodwill has an indefinite useful life.
The Company performs its annual impairment testing of goodwill for the NAM GCU on June 30 each year. For the purposes of impairment testing, the cash generating unit has been defined as the business to which the goodwill relates where individual cash flows can be ascertained for the purposes of discounting future cash flows.
For the 2025 annual impairment test, the recoverable amount of the Cash-Generating Unit (“CGU”) was determined using a ‘Fair Value Less Costs to Sell’ (“FVLCS”) approach, based on the current Riverside Project Plan, which assumes commercial offtake will commence in late 2027.
The FVLCS calculation involves significant estimates and assumptions, including projected volumes, growth rates, and gross margins, which are used to estimate future cash flows. This valuation is classified as Level 3 in the fair value hierarchy due to the use of unobservable inputs.
The present value of expected cash flows was determined by applying a discount rate that reflects the risks specific to the CGU.
The recoverable amount of the NOVONIX Anode Materials CGU (“NAM CGU”) was deemed to be in excess of the carrying value of the NAM CGU, and therefore
Key assumptions used in the FVLCS calculation include:
Management acknowledges that the estimates and assumptions used in these calculations are subject to change but does not believe that reasonably possible changes in any one key assumption would result in the carrying amount of the NAM CGU exceeding its recoverable amount.
F-34
Aside from the above noted change in revenue sales price expectations supported by the recent US DOC preliminary rulings, all other key assumptions disclosed above are consistent with the prior year.
The directors have assessed impairment triggers since the annual impairment test was performed at June 30, 2025, and have not identified any indicators of impairment at December 31, 2025.
The recoverable amount of the NAM CGU is deemed to be in excess of the carrying value of the CGU, and therefore no impairment has been recognized at December 31, 2025.
Note 18 Trade and other Payables
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Unsecured liabilities: |
|
|
|
|
|
|
||
Trade payables |
|
$ |
|
|
$ |
|
||
Sundry payables and accrued expenses |
|
|
|
|
|
|
||
Employee entitlements |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Note 19 Contract Liabilities
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Current - contract liabilities |
|
$ |
|
|
$ |
|
||
Non-current - other liabilities |
|
|
— |
|
|
|
|
|
Total |
|
$ |
|
|
$ |
|
||
During the 2021 financial year, the Company received grant funds of $
The grant becomes fully earned once 90% of the performance target is achieved by March 2026, and is repayable in full if a minimum of 50% of the performance target is not achieved by March 2026. The grant is proportionately repayable between 50% and 90% of the performance target being achieved.
During the 2025 financial year, the Company determined that it would
F-35
Note 20 Leases
This note provides information for leases where the Company is the lessee.
Amounts Recognized in the Balance Sheet
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Right-of-use assets - Buildings |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Current |
|
$ |
|
|
$ |
|
||
Non-current |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
In March 2024, the Company extended its lease term for a period of
Amounts recognized in the statement of profit or loss and other comprehensive (loss) income
|
|
Year Ended |
|
|||||||||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Depreciation of right-of-use assets - Buildings |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Interest expense |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The total cash outflow for leases in the years ended December 31, 2025 and 2024, are $
Note 21 Borrowings
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
(in U.S. dollars) |
|
Current |
|
|
Non-Current |
|
|
Total |
|
|
Current |
|
|
Non-Current |
|
|
Total |
|
||||||
Secured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bank loans |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Total secured borrowings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unsecured |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Convertible notes |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Other loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total unsecured borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total borrowings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Secured Liabilities and Assets Pledged as Security
On December 1, 2017, the Company purchased freehold land and buildings at 177 Bluewater Road, Bedford Canada for C$
F-36
On May 28, 2021, the Company purchased commercial land and buildings in Nova Scotia, Canada for C$
On January 24, 2022, the Company entered into a loan facility to purchase equipment. The total amount available under the facility is C$
On July 28, 2021, the Company purchased commercial land and buildings in Chattanooga, USA for $
Loan Covenants
The PNC loan imposes certain covenants to ensure that the following financial ratios are met:
During the year ended December 31, 2025, a subsidiary of the Company that is the primary holder of the PNC Loan was not compliant with the debt service coverage ratio due to the allocation of rent and related expenses from a related subsidiary of the Company that is also consolidated. The noncompliance with the debt service coverage ratio is being addressed by increasing the amount of rent paid to the subsidiary that holds the PNC Loan.
Compliance with Loan Covenants
The Company has complied with the financial covenants of its borrowing facilities during the years ended December 31, 2025 and 2024.
Other Loans
ACOA Loans
In December 2017, the Company entered into a contribution agreement with Atlantic Canada Opportunities Agency ("ACOA"), for C$
In October 2018, the Company entered into another contribution agreement with ACOA, for C$
F-37
battery cell manufacturing facility. The facility is repayable in monthly installments which commenced in January 2021 and ending in December 2026.
In July 2021, the Company entered into a further contribution agreement with ACOA, for C$
In December 2021, the Company entered into a further contribution agreement with ACOA for C$
In March 2023, the Company entered into a further contribution agreement with ACOA for C$
Fair Value
For all borrowings, other than the ACOA loan noted at (ii) above, the fair values are not materially different to their carrying amounts, since the interest payable on those borrowings is either close to current market rates or the borrowings are of a short-term nature.
The ACOA loans are interest free. The initial fair value of the ACOA loans were determined using a market interest rate for equivalent borrowings at the issue date.
Note 22 Unsecured Convertible Loan notes and Derivative Financial Instruments
The convertible notes are presented in the consolidated balance sheet as follows:
Borrowings (current liabilities) |
|
|
|
|
|
|
|
|
||||
(in U.S. dollars) |
|
LGES |
|
|
Yorkville |
|
|
TOTAL |
|
|||
Balance at January 1, 2024 |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|||
Effect of foreign currency movements |
|
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2024 |
|
|
|
|
|
|
|
|
|
|||
Initial Recognition |
|
|
|
|
|
|
|
|
|
|||
Costs of issue of convertible notes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Interest expense* |
|
|
|
|
|
|
|
|
|
|||
Effect of foreign currency movements |
|
|
|
|
|
|
|
|
|
|||
Conversions |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance at December 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
* Interest expense on the LGES convertible notes, for the year ended December 31, 2025, is calculated by applying the effective interest rate of
F-38
Derivative Financial Instruments (current liabilities) |
|
|
|
|
|
|
|
|
||||
(in U.S. dollars) |
|
LGES |
|
|
Yorkville |
|
|
TOTAL |
|
|||
Balance at January 1, 2024 |
|
|
|
|
|
|
|
|
|
|||
Fair value loss (gain) |
|
|
|
|
|
|
|
|
|
|||
Effect of foreign currency movements |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Balance at December 31, 2024 |
|
|
|
|
|
|
|
|
|
|||
Initial Recognition |
|
|
|
|
|
|
|
|
|
|||
Costs of issue of convertible notes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Fair value loss (gain) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of foreign currency movements |
|
|
|
|
|
|
|
|
|
|||
Loss on extinguishment of convertible notes |
|
|
|
|
|
|
|
|
|
|||
Conversions |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance at December 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
Yorkville convertible debentures
On July 24, 2025, the Company entered into a funding agreement with YA II PN, Ltd, an affiliate of Yorkville Advisors Global, LP (“Yorkville”), under which the Company issued $
The convertible debentures are unsecured obligations of the Company and were issued at a price equal to
The debentures mature
The funding agreement provided for the issuance of the debentures in multiple tranches, with drawdowns subject to certain conditions precedent, including market capitalisation, liquidity thresholds and the absence of a material adverse change. At December 31, 2025 the convertible debentures have been fully drawn down, and US$
If all outstanding convertible notes were converted at December 31, 2025,
The Company may, at its discretion, redeem the debentures in cash at any time up to three months prior to the applicable maturity date at a price equal to
The fair value of the conversion option (derivative financial liability) was determined using Monte Carlo Simulation methodology. The key assumptions include:
The derivative financial liability is carried at fair value at each reporting date, with gains or losses being recognized in the consolidated statement of profit or loss and other comprehensive income. The remainder of the proceeds were allocated to borrowings with the liability recognized at amortized cost until extinguished on conversion or maturity of the notes.
F-39
Fair Value Hierarchy
The derivative financial liability is classified as a Level 3 fair value in the fair value hierarchy as one or more of the significant inputs is not based on observable market data.
The valuation model is highly sensitive to the probability weights applied to the timing of the placement of the purchase order, which is a significant unobservable input. See Note 31 Financial Risk Management for Level 3 disclosures and key assumptions.
LGES convertible debentures
On June 21, 2023, the Company issued
The convertible notes may be redeemed or converted (at the election of LGES) on the maturity date, in which case interest is payable in cash (in respect of a redemption) or "in-kind" (in the case of conversion). The conversion option with LGES is accounted for as a derivative instrument.
The fair value of the conversion option (derivative financial liability) was determined using Monte Carlo Simulation methodology. The derivative financial liability is carried at fair value at each reporting date, with gains or losses being recognized in the consolidated statement of profit or loss and other comprehensive income. The remainder of the proceeds were allocated to borrowings with the liability recognized at amortized cost until extinguished on conversion or maturity of the notes. Interest is applied using the effective interest rate.
Fair Value Hierarchy
The derivative financial liability is classified as a Level 3 fair value in the fair value hierarchy as one or more of the significant inputs is not based on observable market data.
The valuation model is highly sensitive to the probability weights applied to the timing of the placement of the purchase order, which is a significant unobservable input. In the event the purchase order is placed before maturity date of the notes, the interest rate would become zero-coupon and, the fair value of the derivative would decrease by $
Note 23 Contributed Equity
Share capital
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
Number of shares |
|
|
Number of shares |
|
|
Amount |
|
|
Amount |
|
||||
Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fully paid |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
Ordinary Share Capital
Date |
|
Details |
|
Number of |
|
|
Issue |
|
|
Amount |
|
|||
January 1, 2024 |
|
Balance |
|
|
|
|
$ |
— |
|
|
$ |
|
||
January 19, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
February 15, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
F-40
March 14, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
April 18, 2024 |
|
Exercise of options |
|
|
|
|
$ |
|
|
|
|
|||
April 19, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
May 2, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
June 4, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
June 13, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
June 28, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
July 12, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
July 16, 2024 |
|
Exercise of options |
|
|
|
|
$ |
— |
|
|
|
|
||
July 29, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
September 2, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
September 2, 2024 |
|
Exercise of share rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
September 4, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
September 19, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
September 24, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
October 2, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
November 1, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
November 12, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
December 2, 2024 |
|
Placement shares |
|
|
|
|
$ |
|
|
|
|
|||
December 12, 2024 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
|
|
Share issue costs |
|
|
— |
|
|
|
|
|
|
( |
) |
|
December 31, 2024 |
|
Balance |
|
|
|
|
|
|
|
|
|
|||
January 10, 2025 |
|
Exercise of options |
|
|
|
|
$ |
— |
|
|
|
|
||
January 13, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
January 16, 2025 |
|
Share purchase plan shares |
|
|
|
|
$ |
|
|
|
|
|||
January 23, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
January 28, 2025 |
|
Placement shares |
|
|
|
|
$ |
|
|
|
|
|||
February 4, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
March 3, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
March 3, 2025 |
|
Exercise of share rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
March 14, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
March 31, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
May 13, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
June 5, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
June 25, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
June 30, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
July 18, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
July 25, 2025 |
|
Interest equity shares |
|
|
|
|
$ |
— |
|
|
|
|
||
July 30, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
August 8, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
August 12, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
August 15, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
August 18, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
August 22, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
August 26, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
August 26, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
August 27, 2025 |
|
Exercise of performance rights |
|
|
|
|
|
|
|
|
|
|||
August 28, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
September 1, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
September 24, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
F-41
September 25, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
September 30, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
October 1, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
October 7, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
October 8, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
October 9, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
October 10, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
October 13, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
October 15, 2025 |
|
Conversion of convertible debentures |
|
|
|
|
$ |
|
|
|
|
|||
November 4, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
November 19, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
December 18, 2025 |
|
Exercise of performance rights |
|
|
|
|
$ |
— |
|
|
|
— |
|
|
|
|
Share issue costs |
|
|
— |
|
|
|
|
|
|
( |
) |
|
December 31, 2025 |
|
Balance |
|
|
|
|
|
|
|
|
|
|||
Exercise of Performance Rights
During the year ended December 31, 2025,
During the year ended December 31, 2024,
Exercise of Options
On January 10, 2025,
On July 16, 2024,
On April 18, 2024,
Exercise of Share Rights
On March 3, 2025,
Conversion of Convertible Debentures
During the year ended December 31, 2025,
F-42
Placement to Philips 66 Company
During the year ended December 31, 2025,
Share purchase plan
During the year ended December 31, 2025,
Capital Management
The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the Company includes equity attributable to equity holders, comprising of issued capital, reserves and accumulated losses. In order to maintain or adjust the capital structure, the Company may issue new shares, sell assets to reduce debt or adjust the level of activities undertaken by the company.
The Company monitors capital on the basis of cash flow requirements for operational expenditure. The Company will continue to use capital market issues to satisfy anticipated funding requirements.
The Company has no externally imposed capital requirements. The Company’s strategy for capital risk management is unchanged from prior years.
Note 24 Reserves
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Share-based payment reserve |
|
$ |
|
|
$ |
|
||
Foreign currency translation reserve |
|
|
( |
) |
|
|
( |
) |
Convertible loan note reserve |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Share-based Payment Reserve
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Share-based payment reserve |
|
$ |
|
|
$ |
|
||
Movements: |
|
|
|
|
|
|
||
Opening balance |
|
|
|
|
|
|
||
Performance rights cash settled in current period (See Note 28 – Share-based Payments) |
|
|
( |
) |
|
|
( |
) |
Cashless exercise of options |
|
|
( |
) |
|
|
( |
) |
Equity settled share-based payments |
|
|
( |
) |
|
|
|
|
Exchange differences |
|
|
( |
) |
|
|
( |
) |
Closing balance |
|
$ |
|
|
$ |
|
||
The share-based payment reserve includes items recognized as expenses on valuation of director, employee and contractor options and performance rights.
F-43
Foreign Currency Translation Reserve
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Foreign currency translation reserve |
|
$ |
( |
) |
|
$ |
( |
) |
Movements: |
|
|
|
|
|
|
||
Opening balance |
|
|
( |
) |
|
|
( |
) |
Exchange differences on translation of foreign operations |
|
|
|
|
|
( |
) |
|
Closing balance |
|
$ |
( |
) |
|
$ |
( |
) |
The foreign currency translation reserve includes exchange differences arising on translation of a foreign-controlled subsidiary.
Note 25 Operating Segments
The Company has identified its operating segments based on the internal reports that are reviewed and used by the Executive Key Management Personnel Board of Directors (Chief Operating Decision Makers or “CODM”) in assessing performance and determining the allocation of resources. The Company is managed primarily on an operational basis. Operating segments are determined on the basis of financial information reported to the CODM.
The CODM has identified three operating segments being Battery Materials, Battery Technology and Graphite Exploration. The Battery Materials segment develops and manufactures battery anode materials, and the Battery Technology segment develops and manufactures battery cell testing equipment, performs consulting services and carries out research and development in battery development. The Graphite Exploration segment manages the maintenance and future development of Mount Dromedary natural graphite deposit. The Company will reassess reportable segments if and when the assets held for sale are sold. See Note 16 - Exploration and Evaluation Assets.
Basis of Accounting for Purposes of Reporting by Operating Segments
– |
|
Interest income |
– |
|
Corporate administrative and other expenses |
– |
|
Income tax expense |
– |
|
Corporate share-based payment expenses |
– |
|
Corporate marketing and project development expenses |
– |
|
Corporate cash and cash equivalents |
– |
|
Corporate trade and other payables |
– |
|
Corporate trade and other receivables |
F-44
Segment Information
Segment Performance
Year Ended December 31, 2025 (in U.S. dollars) |
|
Battery |
|
|
Battery |
|
|
Graphite |
|
|||
Segment revenue1 |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Other income |
|
|
|
|
|
|
|
|
— |
|
||
Total income |
|
|
|
|
|
|
|
|
— |
|
||
Product manufacturing and operating costs (exclusive of depreciation presented separately) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Administrative and other expenses |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Depreciation and amortization expenses |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Research and development costs |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Employee benefits expense |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Borrowing costs |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Impairment of property, plant and equipment |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Loss on disposal of asset |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Segment net loss before tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Aggregated Segment net loss before tax |
|
$ |
( |
) |
|
|
|
|
|
|
||
Interest income |
|
|
|
|
|
|
|
|
|
|||
Foreign currency (loss) gain |
|
|
|
|
|
|
|
|
|
|||
Administrative and other expenses |
|
|
( |
) |
|
|
|
|
|
|
||
Employee benefits expense |
|
|
( |
) |
|
|
|
|
|
|
||
Share based compensation |
|
|
|
|
|
|
|
|
|
|||
Borrowing costs |
|
|
( |
) |
|
|
|
|
|
|
||
Loss on extinguishment of convertible notes |
|
|
( |
) |
|
|
|
|
|
|
||
(Loss)/gain on fair value of derivative financial instruments |
|
|
|
|
|
|
|
|
|
|||
Net loss before tax |
|
$ |
( |
) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|||
Year Ended December 31, 2024 (in U.S. dollars) |
|
Battery |
|
|
Battery |
|
|
Graphite |
|
|||
Segment revenue1 |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Other income |
|
|
|
|
|
|
|
|
— |
|
||
Total income |
|
|
|
|
|
|
|
|
— |
|
||
Product manufacturing and operating costs (exclusive of depreciation presented separately) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Administrative and other expenses |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Depreciation and amortization expenses |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Research and development costs |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Employee benefits expense |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Borrowing costs |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Segment net loss before tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|||
Aggregated Segment net loss before tax |
|
$ |
( |
) |
|
|
|
|
|
|
||
Interest income |
|
|
|
|
|
|
|
|
|
|||
Other income |
|
|
|
|
|
|
|
|
|
|||
Other expenses |
|
|
( |
) |
|
|
|
|
|
|
||
Administrative and other expenses |
|
|
( |
) |
|
|
|
|
|
|
||
Employee benefits expense |
|
|
( |
) |
|
|
|
|
|
|
||
Loss on equity investment securities at fair value through profit or loss |
|
|
( |
) |
|
|
|
|
|
|
||
Share based compensation |
|
|
( |
) |
|
|
|
|
|
|
||
Borrowing costs |
|
|
( |
) |
|
|
|
|
|
|
||
(Loss)/gain on fair value of derivative financial instruments |
|
|
( |
) |
|
|
|
|
|
|
||
Net loss before tax |
|
$ |
( |
) |
|
|
|
|
|
|
||
F-45
Year Ended December 31, 2023 (in U.S. dollars) |
|
Battery |
|
|
Battery |
|
|
Graphite |
|
|||
Segment revenue1 |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
Other income |
|
|
|
|
|
|
|
|
— |
|
||
Total income |
|
|
|
|
|
|
|
|
— |
|
||
Product manufacturing and operating costs (exclusive of depreciation presented separately) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Administrative and other expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Impairment losses |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Depreciation and amortization expenses |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Research and development costs |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Employee benefits expense |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Borrowing costs |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Segment net loss before tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|||
Aggregated Segment net loss before tax |
|
$ |
( |
) |
|
|
|
|
|
|
||
Interest income |
|
|
|
|
|
|
|
|
|
|||
Other income |
|
|
|
|
|
|
|
|
|
|||
Other expenses |
|
|
|
|
|
|
|
|
|
|||
Administrative and other expenses |
|
|
( |
) |
|
|
|
|
|
|
||
Employee benefits expense |
|
|
( |
) |
|
|
|
|
|
|
||
Loss on equity investment securities at fair value through profit or loss |
|
|
|
|
|
|
|
|
|
|||
Share based compensation |
|
|
( |
) |
|
|
|
|
|
|
||
Borrowing costs |
|
|
( |
) |
|
|
|
|
|
|
||
(Loss)/gain on fair value of derivative financial instruments |
|
|
|
|
|
|
|
|
|
|||
Net loss before tax |
|
$ |
( |
) |
|
|
|
|
|
|
||
1
Segment Assets
At December 31, 2025 (in U.S. dollars) |
|
Battery |
|
|
Battery |
|
|
Graphite |
|
|
Unallocated |
|
|
Total |
|
|||||
Segment assets |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2024 (in U.S. dollars) |
|
Battery |
|
|
Battery |
|
|
Graphite |
|
|
Unallocated |
|
|
Total |
|
|||||
Segment assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Segment liabilities
December 31, 2025 (in U.S. dollars) |
|
Battery |
|
|
Battery |
|
|
Graphite |
|
|
Unallocated |
|
|
Total |
|
|||||
Segment liabilities |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2024 (in U.S. dollars) |
|
Battery |
|
|
Battery |
|
|
Graphite |
|
|
Unallocated |
|
|
Total |
|
|||||
Segment liabilities |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||||
Geographical Segments
For the purposes of segment reporting, all segment activities relating to Graphite Exploration are carried out in Australia and all segment activities relating to Battery Materials and Battery Technology are carried out in North America.
For the year ended December 31, 2025, North America, Asia, and Europe accounted for
F-46
For the year December 31, 2025, the Company had two customers, included in the consulting services revenue stream that accounted for approximately
Note 26 Cash Flow Information
Reconciliation of net profit / (loss) to net cash outflow from operating activities:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
(in U.S. dollars) |
|
|
|
|
|
|
|
|
|
|||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments for |
|
|
|
|
|
|
|
|
|
|||
Share-based compensation |
|
|
( |
) |
|
|
|
|
|
|
||
Borrowing costs |
|
|
|
|
|
|
|
|
|
|||
Fixed assets written off |
|
|
— |
|
|
|
|
|
|
— |
|
|
Loss on sale of fixed assets |
|
|
|
|
|
— |
|
|
|
— |
|
|
Fair value movement in derivative (gain) / loss |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Impairment of property, plant and equipment |
|
|
|
|
|
— |
|
|
|
— |
|
|
Loss on extinguishment of convertible notes |
|
|
|
|
|
— |
|
|
|
— |
|
|
Loss on equity investment securities at fair value through profit or loss |
|
|
— |
|
|
|
|
|
|
— |
|
|
Foreign exchange (gain) / loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization expense |
|
|
|
|
|
|
|
|
|
|||
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|||
Decrease/(increase) in other trade receivables |
|
|
|
|
|
|
|
|
( |
) |
||
Decrease /(increase) in inventories |
|
|
( |
) |
|
|
|
|
|
|
||
(Increase)/Decrease in other operating assets |
|
|
|
|
|
( |
) |
|
|
|
||
(Increase)/decrease in deferred tax assets |
|
|
|
|
|
|
|
|
( |
) |
||
Increase/(decrease) in trade creditors |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Increase in income taxes payable |
|
|
|
|
|
— |
|
|
|
|
||
Decrease/(increase) in other operating liabilities |
|
|
|
|
|
|
|
|
|
|||
Net cash outflow from operating activities |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net Debt Reconciliation
This section sets out an analysis of net debt and the movements in net debt for each period presented.
|
|
December 31, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
(in U.S. dollars) |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Lease liability - repayable within one year |
|
|
( |
) |
|
|
( |
) |
Borrowings – repayable within one year |
|
|
( |
) |
|
|
( |
) |
Lease liability - repayable after one year |
|
|
( |
) |
|
|
( |
) |
Borrowings – repayable after one year |
|
|
( |
) |
|
|
( |
) |
Net cash (debt) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Gross debt – fixed interest rates |
|
|
( |
) |
|
|
( |
) |
Gross debt – variable interest rates |
|
|
( |
) |
|
|
( |
) |
Net cash (debt) |
|
$ |
( |
) |
|
$ |
( |
) |
F-47
|
|
|
|
|
Liabilities from financing activities |
|
|
|
|
|||||||
(in U.S. dollars) |
|
Cash |
|
|
Borrowings due |
|
|
Borrowings due |
|
|
Total |
|
||||
Net cash as of January 1, 2024 |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Cashflows |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
( |
) |
|
Other non-cash movements |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net cash as of December 31, 2024 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Cashflows |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Other non-cash movements |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net cash as of December 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Included within 'Cashflows' above is the US $
At December 31, 2025, $
Non-cash Investing and Financing Activities
Non-cash investing and financing activities disclosed in other notes are:
Note 27 Interests in Subsidiaries
Information about Principal Subsidiaries
The Company’s material subsidiaries at December 31, 2025, and 2024, respectively, are set out in the following table. Unless otherwise stated, each entity has share capital consisting solely of ordinary shares that are held by the Company, and the proportion of ownership interest held equals the voting rights held by the Company. The country of incorporation or registration is also their principal place of business. The functional currency of each of the Company’s entities is the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in U.S. dollars (See Note 1 – Summary of Material Accounting Policy Information).
|
|
|
|
|
|
Ownership interest |
|
|
||||
|
|
Place of business |
|
Functional |
|
2025 |
|
|
2024 |
|
Principal |
|
Name of entity |
|
incorporation |
|
Currency |
|
% |
|
|
% |
|
activities |
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|||||||
F-48
On September 24, 2025, the Company sold MD South Tenements Pty Ltd, the holder of the Mt Dromedary Natural Graphite Project in Queensland (refer note 16).
Note 28 Share-based payments
Performance Rights and Options
Employees of the Company participate in the Company’s long-term incentive program (“LTIP”) comprising grants of performance rights and options with varying vesting conditions.
Share Rights
Non-executive Directors participate on an annual grant of equity awards using a value-based approach, which the Board has adopted by issuing Share Rights to Non-executive Directors of the Company each financial year with a fixed US dollar value. As a sign of the Board’s long-term commitment to investors and the Company, effective January 1, 2024, Directors reduced the value of share rights they received from $
The following table presents the composition of share-based payments expense for the years ended December 31, 2025, 2024 and 2023.
|
|
Year Ended December 31, |
|
|||||||||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Share rights granted in current year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Share rights granted in prior year |
|
|
|
|
|
— |
|
|
|
|
||
Performance rights granted in current year |
|
|
|
|
|
|
|
|
|
|||
Performance rights granted in prior years |
|
|
|
|
|
|
|
|
|
|||
Options granted in current year |
|
|
|
|
|
— |
|
|
|
— |
|
|
Options granted in prior years |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Share based payment expense |
|
|
( |
) |
|
|
|
|
|
|
||
Payments of withholding tax - Performance rights |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cashless exercise of options |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Exchange differences |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Movement in share-based payments reserve |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
F-49
SHARE RIGHTS
A summary of movements of all share rights issued is as follows:
|
|
Number on issue |
|
|
Share rights exercisable at January 1, 2024 |
|
|
|
|
Granted |
|
|
|
|
Forfeited |
|
|
— |
|
Exercised |
|
|
( |
) |
Share rights outstanding at December 31, 2024 |
|
|
|
|
Share rights exercisable at January 1, 2025 |
|
|
|
|
Granted |
|
|
|
|
Forfeited |
|
|
— |
|
Exercised |
|
|
( |
) |
Share rights outstanding at December 31, 2025 |
|
|
|
|
Share rights exercisable at December 31, 2025 |
|
|
|
|
During the year ended December 31, 2025, share rights were granted to non-executive Directors, as set out in the table below. The share rights are convertible to ordinary shares on a
Further details of the share rights granted during the year December 31, 2025, are set out in the table below:
Name |
|
Grant date |
|
Number |
|
|
Vesting date |
|
Fair value (A$) |
|
|
Expiry |
|
Expense recognized |
|
|||
Anthony Bellas |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Sharan Burrow |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Ron Edmonds |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Nicholas Liveris |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Nicholas Liveris |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Robert Natter |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Jean Oelwang |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Phillips 66 |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total expense recognized |
|
$ |
|
|||||||||||||||
PERFORMANCE RIGHTS
For executive LTI awards granted in 2024 and 2025, all performance rights vest based on corporate performance, with others vesting solely based on time. Payouts are measured based on achievement of relative TSR (versus a peer group of 20 companies primarily focused on the diversified metals and electronic equipment industries) over a three-year performance period and are capped at the target opportunity. Performance rights require a minimum level of relative TSR (
F-50
Performance rights granted in 2025 also include a revenue modifier based on the attainment of a three-year revenue goal (with the payout still capped at the target opportunity).
The number of FY25 Performance Rights that will vest upon satisfaction of the TSR Measure (specified above) will be adjusted based on the Company meeting certain revenue milestones in respect of the 2027 Financial Year (assessed as at December 31, 2027).
Notwithstanding the Revenue Target Modifier, the total number of Performance Rights that can vest shall not exceed the number of Performance Rights representing the target opportunity.
Other Performance rights outstanding prior to December 31, 2025, are vesting, based on the achievement of performance criteria, such as corporate goals (achievement of revenue targets for a specified period of time), and those vesting only based on continued service over time.
A summary of movements of all performance rights issued is as follows:
|
|
Number on issue |
|
|
|
|
2025 |
|
|
Performance rights outstanding at January 1, 2024 |
|
|
|
|
Granted |
|
|
|
|
Forfeited |
|
|
( |
) |
Exercised |
|
|
( |
) |
Performance rights outstanding at December 31, 2024 |
|
|
|
|
Performance rights vested at January 1, 2025 |
|
|
— |
|
Granted |
|
|
|
|
Forfeited |
|
|
( |
) |
Exercised |
|
|
( |
) |
Performance rights outstanding at December 31, 2025 |
|
|
|
|
Performance rights vested at December 31, 2025 |
|
|
— |
|
Performance Rights Granted in the Current Period
During the years ended December 31, 2025 and 2024, performance rights (convertible to ordinary shares on a
F-51
Further details of the performance rights are set out in the table below:
Name |
|
Grant date |
|
Number |
|
|
Vesting date |
|
Fair value (A$) |
|
|
Expiry |
|
Expense recognized |
|
|||
Rashda Buttar |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Kimberly Heimert |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Darcy MacDougald |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Dwayne Johnson |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Dwayne Johnson |
|
|
|
|
|
¼ |
|
$ |
|
|
|
$ |
|
|||||
|
|
|
|
|
|
|
¼ |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
¼ |
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
¼ |
|
|
|
|
|
|
|
|
|||
Robert Long |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Mike O'Kronley |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
||||||
Non-KMP employees |
|
|
|
|
|
¼ |
|
$ |
|
|
|
$ |
|
|||||
|
|
|
|
|
|
|
¼ |
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
¼ |
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
¼ |
|
|
|
|
|
|
|
||||
Non-KMP employees |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|||||
Non-KMP employees |
|
|
|
|
|
|
$ |
|
|
|
$ |
- |
|
|||||
Non-KMP employees |
|
|
|
|
|
tranches |
|
$ |
|
|
|
$ |
- |
|
||||
Non-KMP employees |
|
|
|
|
|
commencing on the |
|
$ |
|
|
|
$ |
|
|||||
Non-KMP employees |
|
|
|
|
|
anniversary of |
|
$ |
|
|
|
$ |
|
|||||
Non-KMP employees |
|
|
|
|
|
employment |
|
$ |
|
|
|
$ |
|
|||||
Non-KMP employees |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|||||
Total number issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
Performance Rights Net Settled for Withholding Tax Obligations
The Company has an obligation to withhold tax on the vesting of performance rights for employee’s resident in the USA and Canada. As consideration for the withholding tax, the Company reduces the number of shares to be issued to the employees (net settled).
During the year ended December 31, 2025, the Company net settled the following share-based payments:
Name |
|
Performance rights |
|
|
Net settled shares |
|
|
Withholding obligation |
|
|||
Non-KMP employees |
|
|
|
|
|
|
|
$ |
|
|||
Chris Burns |
|
|
|
|
|
|
|
|
|
|||
Rashda Buttar |
|
|
|
|
|
|
|
|
|
|||
Darcy MacDougald |
|
|
|
|
|
|
|
|
|
|||
Total |
|
|
$ |
|
||||||||
F-52
OPTIONS
A summary of movements of all options issued is as follows:
|
|
Number |
|
|
Weighted |
|
||
Vested options outstanding as of January 1, 2024 |
|
|
|
|
$ |
|
||
Forfeited |
|
|
( |
) |
|
$ |
|
|
Exercised |
|
|
( |
) |
|
$ |
|
|
Options outstanding as of December 31, 2024 |
|
|
|
|
$ |
|
||
Vested options outstanding as of December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
$ |
|
||
Exercised |
|
|
( |
) |
|
$ |
|
|
Options outstanding as of December 31, 2025 |
|
|
|
|
$ |
|
||
Vested options outstanding as of December 31, 2025 |
|
|
|
|
$ |
|
||
The weighted average remaining contractual life of options outstanding at December 31, 2025 was
The exercise price for options outstanding at December 31, 2025, was A$
On January 22, 2025,
The fair value of these options was A$
Number of options |
|
Exercise price |
$ |
Award date |
|
Expiry date |
|
Volatility |
|
Dividend yield |
Nil |
Risk-free interest rate |
|
Fair value at grant date |
A$ |
There were
F-53
Note 29 Related Party Transactions
During the year ended December 31, 2025 there were the following related party transactions:
F-54
During the year ended December 31, 2024 there were the following related party transactions:
F-55
For details of disclosures relating to key management personnel, see Note 7 - Key Management Personnel Compensation.
Note 30 Commitments and Contingencies
Exploration Commitments
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Commitments for payments under exploration permits in existence at the reporting date but not recognized as liabilities payable |
|
$ |
— |
|
|
$ |
|
|
Capital Commitments
Significant capital expenditure contracted for at the end of the reporting period but not recognized as liabilities is as follows:
|
|
December 31, |
|
|
December 31, |
|
||
(in U.S. dollars) |
|
2025 |
|
|
2024 |
|
||
Property, plant and equipment |
|
$ |
|
|
$ |
|
||
The capital commitments relate to purchases of property, plant and equipment in connection with the expansion of our business and development of our technologies in the NAM and BTS business segments and are expected to be recognized within the next twelve months.
Legal Proceedings
The Company is currently not a party to any material legal proceedings. From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. Such claims or legal actions, even if without merit, could result in the expenditure of significant financial and management resources and potentially result in civil liability for damages.
Note 31 Financial Risk Management
F-56
This note explains the Company’s exposure to financial risks and how these risks could affect the Company’s future financial performance. The current year profit or loss information has been included where relevant to add further context.
The totals for each category of financial instruments, measured in accordance with IFRS 9: Financial Instruments, as detailed in the accounting policies to these consolidated financial statements, are as follows:
|
|
|
|
December 31, |
|
|
December 31, |
|
||
|
|
|
|
2025 |
|
|
2024 |
|
||
(in U.S. dollars) |
|
Notes |
|
|
|
|
|
|
||
Financial assets |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
$ |
|
|
$ |
|
||
Trade and other receivables |
|
10, 12 |
|
|
|
|
|
|
||
Financial assets at fair value through profit or loss |
|
15 |
|
|
— |
|
|
|
— |
|
Total financial assets |
|
|
|
|
|
|
|
|
||
Financial liabilities |
|
|
|
|
|
|
|
|
||
Trade payables |
|
18 |
|
|
|
|
|
|
||
Lease liabilities |
|
20 |
|
|
|
|
|
|
||
Derivative financial instruments |
|
22 |
|
|
|
|
|
|
||
Borrowings |
|
21 |
|
|
|
|
|
|
||
Total financial liabilities |
|
|
|
$ |
|
|
$ |
|
||
The Board has overall responsibility for the determination of the Company’s risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility.
Market Risk
Market risk is the risk that the change in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments.
The Company had $
Foreign Currency Risk
Foreign exchange risk arises from future transactions and recognized assets and liabilities denominated in a currency that is not the functional currency of the relevant Company entity. Exposure to foreign currency risk may result in the fair value or future cash flows of a financial instrument fluctuating due to movement in foreign exchange rates of currencies in which the Company holds financial instruments which are other than the USD.
With instruments being held by overseas operations, fluctuations in the Canadian dollar may impact on the Company’s financial results.
The following table shows the foreign currency risk as on the financial assets and liabilities of the Company’s operations denominated in currencies other than the functional currency of the operations.
F-57
The Company’s exposure to foreign currency risk at the end of the reporting period, expressed in U.S. dollars, was as follows:
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||||
Cash at bank |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Trade receivables |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Trade payables |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Cash Flow and Fair Value Interest Rate Risk
The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During the year ended December 31, 2025, the Company’s borrowings at variable rates were denominated in Canadian and U.S. dollars.
As the Company has interest-bearing cash assets, the Company’s income and operating cash flows are exposed to changes in market interest rates. The Company manages its exposure to changes in interest rates by using fixed term deposits.
At December 31, 2025, if interest rates had changed by -/+ 100 basis points from the year-end rates with all other variables held constant, post-tax profit / (loss) for the year ended December 31, 2025, would have been $
Credit Risk
Credit risk is managed on a Company basis. Credit risk arises primarily from cash and cash equivalents and deposits with banks and financial institutions, and trade and other receivables. For banks and financial institutions, only independently rated parties with a minimum rating of ‘AAA’ are accepted.
For trade and other receivables, amounts are considered as “past due” when the debt has not been settled, in line with the terms and conditions agreed between the Company and the customer to the transaction. Due to a strong credit approval process, the Company has a minimal history of bad debt write-offs.
The balance of receivables that remain within initial trade terms are considered to be of high credit quality. The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available).
See Note 10 – Trade and other receivables for further discussion of the Company's policy regarding expected credit losses.
Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities to meet obligations when due.
The Company manages liquidity risk by continuously monitoring forecast and actual cash flows. All finance facilities available to the Company were fully drawn down at the end of the reporting period.
All financial assets mature within one year. The maturity of all financial liabilities is set out in the table below.
Financing Arrangements
The Company’s undrawn borrowing facilities as at December 31, 2025 totals $
F-58
Maturities of Financial Liabilities
As of December 31, 2025, the contractual maturities of the Company’s non-derivative financial liabilities were as follows:
Contractual maturities of |
|
Less than |
|
|
6 – 12 |
|
|
Between |
|
|
Between |
|
|
Over |
|
|
Total |
|
|
Carrying |
|
|||||||
At December 31, 2025 |
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|||||||
Trade and other payables |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Borrowings* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total non-derivatives |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
*
Note 32 Events after the Reporting Date
Since December 31, 2025, the Company has:
Disposal of Battery Technology Solutions Business Segment
The Company announced on February 18, 2026, that it entered a binding term sheet for the proposed sale of its NOVONIX Battery Technology Solutions business. The proposed transaction represents a divestiture of the Company’s non-core business segment and aligns NOVONIX’s strategic focus to establish a vertically integrated synthetic graphite supply chain in North America.
The proposed transaction is for a share equity sale of the BTS business including all associated assets and liabilities at a transaction price of $
Consequently, management determined that a fixed asset impairment of $
The transaction is subject to the negotiation and execution of definitive agreements and satisfaction of customary conditions precedent. The parties expect to finalize the definitive agreements and complete the transaction in the coming months.
There have been no other matters or circumstances that have arisen since the end of the twelve months ended December 31, 2025, which significantly affected or could significantly affect the operations of the Company, the results of those operations or the state of affairs of the Company.
F-59
AUSTRALIAN DISCLOSURE REQUIREMENTS
Consolidated Entity Disclosure Statement
The following table contains details of each entity within the company’s consolidated group:
Entity Name |
|
Entity Type |
|
% of share capital held |
|
Place of incorporation |
|
Australian resident or foreign resident |
|
Foreign jurisdiction of foreign residents |
NOVONIX Limited |
|
Body Corporate |
|
N/A |
|
Australia |
|
Australia |
|
N/A |
NOVONIX BTS Holding 1 Limited |
|
Body Corporate |
|
100% |
|
Canada |
|
Foreign |
|
Canada |
NOVONIX BTS Holding 2 Limited |
|
Body Corporate |
|
100% |
|
Canada |
|
Foreign |
|
Canada |
NOVONIX Battery Technology Solutions, Inc |
|
Body Corporate |
|
100% |
|
Canada |
|
Foreign |
|
Canada |
Graphitecorp Operations Pty Ltd |
|
Body Corporate |
|
100% |
|
Australia |
|
Australia |
|
N/A |
NOVONIX Corp |
|
Body Corporate |
|
100% |
|
United States |
|
Foreign |
|
United States |
NOVONIX 1029 LLC |
|
Body Corporate |
|
100% |
|
United States |
|
Foreign |
|
United States |
NOVONIX Anode Materials LLC |
|
Body Corporate |
|
100% |
|
United States |
|
Foreign |
|
United States |
NAM IP LLC |
|
Body Corporate |
|
100% |
|
United States |
|
Foreign |
|
United States |
NOVONIX Enterprise South LLC |
|
Body Corporate |
|
100% |
|
United States |
|
Foreign |
|
United States |
NOVONIX Enterprise South HoldCo LLC |
|
Body Corporate |
|
100% |
|
United States |
|
Foreign |
|
United States |
Basis of preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity at the end of the financial year in accordance with IFRS 10 Consolidated Financial Statements.
Determination of tax residency
Section 295(3A)(vi) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment as there are different interpretations that could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
F-60
Directors' Declaration
In the Directors’ opinion:
(a) the financial statements and notes set out on pages F-1 to F-60 are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
(ii) giving a true and fair view of the consolidated entity’s financial position as at December 31, 2025 and of its performance for the financial period ended on that date, and
(iii) the consolidated entity disclosure statement is true and correct, and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
Note 1 confirms that the financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board.
The Directors have been given the declarations by the Managing Director and Chief Financial Officer required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
|
R Edmonds |
Director |
Brisbane, February 26, 2026 |
F-61
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of NOVONIX Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of NOVONIX Limited and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of profit or loss and other comprehensive income, of changes in equity, and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations, incurred cash outflows from operating activities and is dependent upon raising additional funding to finance its ongoing expansionary activities, and has stated that these events or conditions give rise to a material uncertainty which may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
|
|
|
|
|
|
F-62
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers
Brisbane, Australia
February 26, 2026
We have served as the Company's auditor since 2018.
F-63
The shareholder information set out below was applicable as at February 11, 2026.
Analysis of numbers of equity security holders by size of holding:
|
|
Ordinary shares |
|
|
1 - 1,000 |
|
|
12,376 |
|
1,001 - 5,000 |
|
|
9,223 |
|
5,001 - 10,000 |
|
|
3,052 |
|
10,001 - 100,000 |
|
|
4,922 |
|
100,001 and over |
|
|
700 |
|
|
|
|
30,273 |
|
There were no holders of less than a marketable parcel of ordinary shares.
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
|
|
Ordinary shares |
|
|||||
Name |
|
Number held |
|
|
% of issued shares |
|
||
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED |
|
|
150,306,618 |
|
|
|
17.48 |
|
CITICORP NOMINEES PTY LIMITED |
|
|
103,742,310 |
|
|
|
12.06 |
|
PHILLIPS 66 COMPANY |
|
|
90,931,263 |
|
|
|
10.57 |
|
BNP PARIBAS NOMINEES PTY LTD |
|
|
19,416,680 |
|
|
|
2.26 |
|
ARGO INVESTMENTS LIMITED |
|
|
15,550,000 |
|
|
|
1.81 |
|
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 |
|
|
11,891,524 |
|
|
|
1.38 |
|
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED |
|
|
11,177,292 |
|
|
|
1.30 |
|
CARPE DIEM ASSET MANAGEMENT PTY LTD |
|
|
9,047,622 |
|
|
|
1.05 |
|
BNP PARIBAS NOMINEES PTY LTD |
|
|
6,975,124 |
|
|
|
0.81 |
|
MIDDLETON CAPITAL INVESTMENT PTY LTD |
|
|
5,308,000 |
|
|
|
0.62 |
|
WHALE WATCH HOLDINGS LIMITED |
|
|
4,700,000 |
|
|
|
0.55 |
|
FINCLEAR SERVICES PTY LTD |
|
|
4,539,209 |
|
|
|
0.53 |
|
BNP PARIBAS NOMS PTY LTD |
|
|
4,494,078 |
|
|
|
0.52 |
|
MR ANDREW NICHOLAS LIVERIS |
|
|
3,969,995 |
|
|
|
0.46 |
|
MR GEORGE EDWARD CHAPMAN |
|
|
3,600,000 |
|
|
|
0.42 |
|
LAPANA PTY LTD |
|
|
3,452,116 |
|
|
|
0.40 |
|
DAVID ANDREW STEVENS |
|
|
2,900,000 |
|
|
|
0.34 |
|
MR RAJAN MOHINDRA |
|
|
2,729,749 |
|
|
|
0.32 |
|
MS ZHEN TIAN |
|
|
2,610,000 |
|
|
|
0.30 |
|
LOCH EXPLORATIONS PTY LTD |
|
|
2,277,551 |
|
|
|
0.26 |
|
TOTAL |
|
|
459,619,131 |
|
|
|
53.45 |
|
135
Unquoted equity securities
|
|
Number on issue |
|
|
Number of holders |
|
||
Performance rights |
|
|
17,388,628 |
|
|
|
62 |
|
Share options |
|
|
14,016,667 |
|
|
|
8 |
|
Share rights |
|
|
1,008,567 |
|
|
|
7 |
|
LGES Convertible notes |
|
|
45,221,586 |
|
|
|
1 |
|
Yorkville Convertible debentures |
|
|
35,000,000 |
|
|
|
1 |
|
Holders of more than 20% of unquoted share options on issue
|
|
Number held |
|
|
% of total on issue |
|
|
||
Chris Burns |
|
|
8,500,000 |
|
|
|
60.6 |
|
% |
Andrew Liveris |
|
|
3,000,000 |
|
|
|
21.4 |
|
% |
Holders of more than 20% of unquoted performance rights on issue
|
|
Number held |
|
|
% of total on issue |
|
|
||
Mike O'Kronley |
|
|
3,723,971 |
|
|
|
21.4 |
|
% |
Holders of more than 20% of unquoted share rights on issue
|
|
Number held |
|
|
% of total on issue |
|
|
Ron Edmonds |
|
|
241,188 |
|
|
23.9 |
% |
Substantial holders in the company are set out below:
|
|
Number held |
|
|
% of total on issue |
|
|
||
Philipps 66 Company |
|
|
90,931,263 |
|
|
|
10.82 |
|
% |
The voting rights attaching to each class of equity securities are set out below:
END OF SHAREHOLDER INFORMATION
136
Corporate Directory
Directors |
|
A Bellas S Burrow R Edmonds N Liveris Admiral R J Natter J Oelwang M O'Kronley S Vaidyanathan |
|
|
|
Secretary |
|
S M Yeates CA, B.Bus |
|
|
|
Registered office in Australia |
|
McCullough Robertson Level 11, Central Plaza Two 66 Eagle Street Brisbane QLD 4000 |
|
|
|
Principal place of business |
|
1029 West 19th Street Chattanooga, TN 37408, United States |
|
|
|
Share register |
|
MUFG Corporate Markets Level 21, 10 Eagle Street Brisbane QLD 4000 www.mpms.mufg.com |
|
|
|
Auditor |
|
PricewaterhouseCoopers 480 Queen Street www.pwc.com.au |
|
|
|
Solicitors |
|
Allens Linklaters Level 26 480 Queen Street Brisbane QLD 4000 |
|
|
|
Bankers |
|
J.P. Morgan Chase |
|
|
|
Stock exchange listing |
|
NOVONIX Limited ordinary shares are listed on the Australian Securities Exchange (“ASX”) and American Depositary Receipts (“ADR’s”) are listed on the Nasdaq Stock Market. |
|
|
|
Website address |
|
www.novonixgroup.com |
137
Item 19. Exhibits.
INDEX TO EXHIBITS
Exhibit Number |
|
Description of Exhibit |
|
|
|
1.1 |
|
Certificate of Registration of the Registrant (incorporated by reference to Exhibit 1.1 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
1.2 |
|
Constitution of the Registrant (incorporated by reference to Exhibit 1.2 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
2.1 |
|
Form of Deposit Agreement (incorporated by reference to Exhibit 2.1 to Amendment No. 2 to the Company's Registration Statement on Form 20-F/A (File No. 001-41208) filed with the SEC on January 27, 2022). |
|
|
|
2.2 |
|
Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.1). |
|
|
|
2.3 |
|
Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to Exhibit 2.3 to the Company's Annual Report on Form 20-F (File No. 001-41208) filed with the SEC on August 31, 2022). |
|
|
|
4.1 |
|
Form of Deed of Indemnity, Insurance and Access (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
4.2† |
|
Executive Option Plan (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
4.3† |
|
Performance Rights Plan (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
4.4 |
|
Purchase and Sale Agreement entered into as of April 12, 2021, between West End Property II, LLC and PUREgraphite, LLC (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
4.5 |
|
First Amendment to the Purchase and Sale Agreement entered into as of June 9, 2021, between West End Property II, LLC and PUREgraphite, LLC (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
4.6 |
|
Second Amendment to the Purchase and Sale Agreement entered into as of June 30, 2021, between West End Property II, LLC and PUREgraphite, LLC (incorporated by reference to Exhibit 4.6 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
4.7 |
|
Third Amendment to the Purchase and Sale Agreement entered into as of July 22, 2021, between West End Property II, LLC and PUREgraphite, LLC (incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
4.8 |
|
Loan Agreement dated as of July 28, 2021, between Novonix 1029, LLC and DBR Investments Co. Limited (incorporated by reference to Exhibit 1.1 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
138
4.9 |
|
Subscription Agreement dated as of August 9, 2021, between NOVONIX Limited and Phillips 66 Company (incorporated by reference to Exhibit 4.10 to the Company's Registration Statement on Form 20-F (File No. 001-41208) filed with the SEC on January 6, 2022). |
|
|
|
4.10 |
|
Securities Purchase Agreement, dated as of January 31, 2022, by and between KORE Power, Inc., and the Company (incorporated by reference to Exhibit 4.10 to the Company's Annual Report on Form 20-F (File No. 001-41208) filed with the SEC on August 31, 2022). |
|
|
|
4.11 |
|
Investors' Rights Agreement, dated as of January 31, 2022, between KORE Power, Inc. and the Company (incorporated by reference to Exhibit 4.11 to the Company's Annual Report on Form 20-F (File No. 001-41208) filed with the SEC on August 31, 2022). |
|
|
|
4.12 |
|
Unsecured Convertible Note Agreement dated as of June7, 2023, by and between the Company and LG Energy Solution, Ltd (incorporated by reference to Exhibit 4.12 to the Company's Annual Report on Form 20-F (File No. 001-41208) filed with the SEC on February 28, 2024. |
|
|
|
4.13 |
|
Funding Agreement dated July 24, 2025, by and between the Company and YA II PN, Ltd. |
|
|
|
8 |
|
List of subsidiaries. |
|
|
|
11 |
|
Securities Trading Policy. |
|
|
|
12.1 |
|
Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a). |
|
|
|
12.2 |
|
Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a). |
|
|
|
13.1 |
|
Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(b). |
|
|
|
13.2 |
|
Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(b). |
|
|
|
97 |
|
Clawback Policy (incorporated by reference to Exhibit 97 to the Company's Annual Report on Form 20-F (File No. 001-41208) filed with the SEC on February 28, 2024) |
|
|
|
101 |
|
Interactive Data File |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
† Indicates a management contract or compensatory plan arrangement
139
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing of Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
|
|
NOVONIX LIMITED |
||
|
|
|
|
|
|
|
|
|
By: |
|
/s/ Mike O'Kronley |
|
|
|
|
|
Mike O'Kronley |
Date: February 26, 2026 |
|
|
|
|
Chief Executive Officer |
140
FAQ
What were NOVONIX (NVX) key financial results and liquidity at year-end 2025?
What major government funding has NOVONIX (NVX) secured for its anode materials expansion?
What is NOVONIX’s (NVX) plan for its Battery Technology Solutions business?
How is NOVONIX (NVX) expanding graphite anode production in Chattanooga?
What customer and market risks does NOVONIX (NVX) highlight for its anode business?
How many shares does NOVONIX (NVX) have outstanding and how are its ADSs structured?
What are the main operational and compliance risks NOVONIX (NVX) discloses?
