STOCK TITAN

Novonix (NASDAQ: NVX) plans 1-for-10 ADS reverse split to address Nasdaq bid rule

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

NOVONIX Limited is changing the ratio of its American Depositary Shares so that the current ratio of 1 ADS representing 4 ordinary shares will become 1 ADS representing 40 ordinary shares. This has the same effect as a one-for-ten reverse split of existing ADSs, with each 10 existing ADSs exchanged for 1 new ADS. The new ADS ratio is expected to become effective on 27 August 2026, and the ADSs will continue trading on Nasdaq under the ticker NVX. The change does not alter the number of NOVONIX ordinary shares on issue or affect the ordinary shares listed on the ASX. NOVONIX previously received notice that its ADSs were below Nasdaq’s US$1.00 minimum bid price for 30 consecutive business days and was given 180 calendar days to regain compliance. The ADS ratio change is intended to increase the per-ADS trading price and assist in regaining compliance, though there is no assurance this will occur.

Positive

  • None.

Negative

  • NOVONIX below Nasdaq minimum bid price for 30 consecutive business days, triggering a 180-day compliance period to restore a bid of at least US$1.00 per ADS for 10 consecutive business days.
Current ADS ratio 1 ADS : 4 ordinary shares Existing ratio before the announced change
New ADS ratio 1 ADS : 40 ordinary shares Ratio expected to become effective on 27 August 2026
Reverse split effect 1-for-10 Ten existing ADSs will be exchanged for one new ADS
Nasdaq minimum bid threshold US$1.00 per ADS Required closing bid for at least 10 consecutive business days
Deficiency trigger period 30 consecutive business days Period during which ADSs traded below US$1.00 before notice
Compliance window 180 calendar days Time provided to NOVONIX to regain compliance with Nasdaq rules
American Depositary Share financial
"the depositary for the Company’s American Depositary Share Scheme"
An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.
reverse split financial
"will have the same effect as a one-for-ten reverse split"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
Nasdaq’s minimum bid price requirement regulatory
"not in compliance with Nasdaq’s minimum bid price requirement"
A Nasdaq minimum bid price requirement is a listing rule that a stock must trade above a set dollar level (commonly $1) for a sustained period to remain on the exchange; failure to meet the threshold can trigger warnings and possible removal. Investors care because falling below that floor can shrink a stock’s market visibility, reduce trading options and liquidity, and increase the risk that the company’s shares will be delisted, similar to a product being pulled from store shelves when it no longer meets basic sales standards.
Listing Qualifications Department regulatory
"written notification from the Listing Qualifications Department"
A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.
forward-looking statements regulatory
"This communication contains forward-looking statements about the Company"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What ADS ratio change did NOVONIX (NVX) announce?

NOVONIX will change its American Depositary Share ratio from 1 ADS for 4 ordinary shares to 1 ADS for 40 ordinary shares. This is economically equivalent to a one-for-ten reverse split of the existing ADSs, consolidating every 10 old ADSs into 1 new ADS.

When will NOVONIX’s new ADS ratio become effective?

The new NOVONIX ADS ratio is expected to become effective on 27 August 2026. On that date, each 10 existing ADSs will be exchanged for 1 new ADS, while trading will continue on Nasdaq under the ticker symbol NVX.

How does NOVONIX’s ADS ratio change affect its ordinary shares on the ASX?

The ADS ratio change will not change the number of NOVONIX ordinary shares on issue and will not affect the company’s ordinary shares listed on the ASX. The adjustment only alters how many ordinary shares each Nasdaq-listed ADS represents.

Why is NOVONIX (NVX) changing its ADS ratio in relation to Nasdaq rules?

NOVONIX previously received notice that its ADSs failed Nasdaq’s US$1.00 minimum bid price requirement for 30 consecutive business days. The new ADS ratio is intended to raise the per-ADS trading price and help regain compliance, though success is not assured.

What are Nasdaq’s minimum bid price requirements mentioned by NOVONIX?

Nasdaq requires NOVONIX’s ADSs to have a closing bid price of at least US$1.00 per ADS for a minimum of 10 consecutive business days within a 180-day compliance period. Falling below US$1.00 for 30 consecutive business days triggered the current deficiency notice.

What happens to existing NOVONIX ADSs after the ratio change?

After the effective date, every 10 existing NOVONIX ADSs will be exchanged for 1 new ADS, reflecting the one-for-ten reverse split effect. The overall economic interest in the company remains the same; only the ADS count and price per ADS adjust proportionally.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of August, 2026

 

 

001-41208

 

 

(Commission File Number)

 

 

NOVONIX LIMITED

(Translation of registrant’s name into English)

 

Level 38

71 Eagle Street

Brisbane, QLD 4000 Australia

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40‑F.

Form 20-F Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 


 

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

Exhibit 99.1

 

ASX Announcement (Change to American Depositary Share Ration) dated August 12, 2026

 

 

 

 

 

 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NOVONIX LIMITED

 

 

 

 

 

 

By:

 

/s/ Mike O'Kronley

 

 

Mike O'Kronley

 

 

Chief Executive Officer

 

 

Date: August 12, 2026


Exhibit 99.1

 

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ASX ANNOUNCEMENT

(ASX: NVX)

 

Change to American Depositary Share Ratio

 

Chattanooga, TN (USA), 12 August 2026 - NOVONIX Limited (NASDAQ: NVX, ASX: NVX) (“NOVONIX” or the “Company”), advises that it has agreed with The Bank of New York Mellon (“BNY Mellon”), the depositary for the Company’s American Depositary Share Scheme (“ADS”) program, to change the ratio of its ADSs to its ordinary shares.

 

The current ratio of one (1) ADS representing four (4) ordinary shares will change to one (1) ADS representing forty (40) ordinary shares. The change in the ADS ratio will have the same effect as a one-for-ten reverse split of the existing ADSs, with each ten (10) existing ADSs being exchanged for one (1) new ADS.

 

The new ADS ratio is expected to become effective on 27 August 2026. The Company’s ADSs will continue to trade on Nasdaq under the ticker symbol “NVX”.

 

The change in the ADS ratio will not result in any change to the number of NOVONIX ordinary shares on issue or affect the Company’s ordinary shares listed on the ASX.

 

Nasdaq Minimum Bid Price Requirement

As announced on 18 March 2026, NOVONIX received written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with Nasdaq’s minimum bid price requirement, as the closing bid price of the Company’s ADSs had been below US$1.00 per ADS for 30 consecutive business days.

 

Under the Nasdaq Listing Rules, the Company was provided a period of 180 calendar days to regain compliance. To regain compliance, the closing bid price of the Company’s ADSs must be at least US$1.00 per ADS for a minimum of 10 consecutive business days during the compliance period.

 

The change in the ADS ratio is intended to increase the per-ADS trading price of the Company’s ADSs and assist the Company in regaining compliance with Nasdaq’s minimum bid price requirement. However, there can be no assurance that the change in the ADS ratio will result in the Company regaining or maintaining compliance with Nasdaq’s minimum bid price requirement.

 

 

 

1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com

img58969013_1.jpg

 


 

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ASX ANNOUNCEMENT

(ASX: NVX)

 

 

 

The Company will continue to monitor its compliance with the Nasdaq Listing Rules and will keep the market informed of any material developments.

 

This announcement has been authorized for release by NOVONIX Chairman, Admiral Robert J. Natter, USN Ret.


 

About NOVONIX
NOVONIX is building a resilient North American battery materials supply chain to reduce risk and support U.S. energy independence. Headquartered in Chattanooga, Tennessee, the company produces high-performance synthetic graphite anode materials for lithium-ion batteries, serving energy storage, electric vehicles, and industrial markets. Through proprietary technologies and expanding manufacturing capacity, NOVONIX is scaling critical battery materials to meet growing global demand.


To learn more, visit us at
www.novonixgroup.com or on LinkedIn and X.
 

For NOVONIX Limited
Investors:
ir@novonixgroup.com

Media: media@novonixgroup.com

Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements about the Company and the industry in which it operates. Forward-looking statements can generally be identified by use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or other similar expressions. Examples of forward-looking statements in this communication include, among others, statements made regarding the effective date of the new ADS ratio, the impact of the ADS ratio change on the per-ADS trading price of the Company’s ADSs, the ability of the Company to regain or maintain compliance with Nasdaq’s minimum bid price requirement, and any statements regarding our market position in general..

 

 

 

1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com

img58969013_2.jpg

 


 

img58969013_0.jpg

ASX ANNOUNCEMENT

(ASX: NVX)

 

 

 

The Company has based such statements on current expectations and projections about future events and trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. Such forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the timely deployment and scaling of its furnace technology, ability to meet the technical specifications and demand of existing and future customers, the accuracy of estimates regarding market size, expenses, future revenue, capital requirements, needs and access for additional financing, the availability and impact and compliance with the applicable terms of government funding and other support, ability to obtain patent rights effective to protect its technologies and processes and successfully defend any challenges to such rights and prevent others from commercializing such technologies and processes, and regulatory and economic developments in the United States, Australia, and other jurisdictions. These and other factors that could affect its business and results are included in its filings with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s most recent annual report on Form 20-F. Copies of these filings may be obtained by visiting the Company’s Investor Relations website at www.novonixgroup.com or the SEC’s website at www.sec.gov.

Forward-looking statements are not guarantees of future performance or outcomes, and actual performance and outcomes may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Accordingly, you should not place undue reliance on forward-looking statements. Any forward-looking statement in this communication is based only on information currently available to us and speaks only as of the date on which it is made. The Company undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

 

 

 

1029 West 19th Street; Chattanooga, TN 37408; USA | novonixgroup.com

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Filing Exhibits & Attachments

1 document