NOVONIX to repay US$7M after share price floor breach

NVX must make a US$7 million amortisation payment after a price-trigger event while reporting encouraging but still-in-process qualification results with its lead customer.

Rhea-AI Filing Summary

NOVONIX Limited (NVX) reports that a share price breach of the A$0.12 Floor Price under its funding agreement with YA II PN, Ltd has triggered an Amortisation Event. With US$35,000,000 outstanding under the convertible debenture facility, NOVONIX must pay US$7,000,000 in cash by September 21, 2026, reducing the outstanding amount to US$28,000,000. The company plans to fund this from existing cash, and additional 30‑day rolling amortisation payments may be required if the event continues.

Separately, NOVONIX reports progress with its lead customer: an initial mass production qualification C-sample of synthetic graphite anode active material met 12 of 14 specifications, with one unmet parameter within about 1% of the requirement. NOVONIX expects mass production sales to this customer to begin in the second half of 2027, subject to successful qualification.

Positive

• Lead customer testing met 12 of 14 specs on NOVONIX’s C-sample synthetic graphite anode material, and the company continues to expect mass production sales to begin in the second half of 2027, subject to successful completion of qualification.

Negative

• Amortisation Event forces near-term cash outflow: NOVONIX must pay US$7,000,000 in cash by September 21, 2026 after its share price fell below the A$0.12 Floor Price, with potential for further 30‑day rolling amortisation payments if conditions persist.

Filing Explained

The customer’s C-sample met 12 of 14 specifications; the two misses included one within approximately 1% of the requirement and one pass/fail result, while NOVONIX’s internal testing found all specifications met.

Key Figures

Maximum aggregate face value of debenture facility: US$100,000,000 Amount Outstanding before Amortisation Event: US$35,000,000 First Amortisation Amount: US$7,000,000 +4 more

7 metrics

Maximum aggregate face value of debenture facility US$100,000,000 Convertible debenture funding agreement with YA II PN, Ltd

Amount Outstanding before Amortisation Event US$35,000,000 Outstanding under the funding agreement at time of Amortisation Event

First Amortisation Amount US$7,000,000 20% of Amount Outstanding, due by September 21, 2026

Amount Outstanding after first payment US$28,000,000 Outstanding under the agreement after redemption of debentures equal to Amortisation Amount

Floor Price A$0.12 per share ASX share price threshold that triggers an Amortisation Event

Customer specification parameters met 12 of 14 parameters Lead customer testing of C-sample synthetic graphite anode material

Shortfall from one specification requirement Approximately 1% One of the two unmet customer specifications

Key Terms

Amortisation Event, convertible debentures, volume weighted average price, Floor Price, +2 more

6 terms

Amortisation Event financial

"this constitutes an amortisation event (“Amortisation Event”)"

convertible debentures financial

"provision of funding by way of the issue of convertible debentures"

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

volume weighted average price financial

"if the daily volume weighted average price (“VWAP”) of the Company's shares"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

Floor Price financial

"VWAP of the Company's shares on ASX was lower than the Floor Price of A$0.12"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

mass production qualification sample technical

"initial shipment of a mass production qualification sample (“C-sample”)"

anode active material technical

"synthetic graphite anode active material (“Synthetic Graphite AAM”)"

The anode active material is the substance inside a rechargeable battery’s negative electrode that stores and releases electrical charge during charging and discharging, like a sponge holding and releasing water. It determines key battery traits—how much energy the cell can hold, how fast it can charge, how long it lasts, and how safe it is—so changes in this material can directly affect product performance, manufacturing cost, and a maker’s competitiveness.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What triggered the Amortisation Event for NOVONIX (NVX)?

The Amortisation Event was triggered because the daily VWAP of NOVONIX’s shares on ASX was below the A$0.12 Floor Price for the period specified in the funding agreement with YA II PN, Ltd.

How much must NOVONIX (NVX) pay under the Amortisation Event and by when?

With US$35,000,000 outstanding under the agreement, NOVONIX must redeem debentures equal to 20% of that amount, paying US$7,000,000 in cash to the investor no later than September 21, 2026.

What will NOVONIX’s outstanding debenture balance be after the first amortisation payment?

Upon payment of the US$7,000,000 Amortisation Amount, debentures with an equal face value will be redeemed and the amount outstanding under the agreement will decrease from US$35,000,000 to US$28,000,000.

How does NOVONIX (NVX) plan to fund the US$7 million Amortisation Amount?

NOVONIX states that it intends to fund the US$7,000,000 Amortisation Amount from its existing cash reserves.

What progress did NOVONIX report with its lead customer’s qualification testing?

The lead customer’s testing of NOVONIX’s C-sample synthetic graphite anode material showed it met 12 of 14 specification parameters. One unmet specification was within approximately 1% of the requirement; the other was assessed on a pass/fail basis.

When does NOVONIX expect mass production sales to its lead customer to start?

NOVONIX continues to expect commencement of mass production sales to its lead customer in the second half of 2027, subject to successful completion of the qualification process.

What is the size of NOVONIX’s convertible debenture funding agreement?

The funding agreement with YA II PN, Ltd provides for the issue of convertible debentures with a maximum aggregate face value of up to US$100,000,000.

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

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Available on EDGAR 09/14/2026 - 06:13 AM Accepted by SEC EDGAR 09/14/2026 - 06:12 AM 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 September, 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 (Notice of Amortisation Event under Funding Agreement) dated September 10, 2026
Exhibit 99.2		ASX Announcement (Lead Customer Feedback Marks Progress in Qualification) dated September 10, 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: September 14, 2026

	Exhibit 99.1
	ASX ANNOUNCEMENT (ASX: NVX)

Notice of Amortisation Event under Funding Agreement

Chattanooga, TN (USA), 10 September 2026 - NOVONIX Limited (NASDAQ: NVX, ASX: NVX) (“NOVONIX” or the “Company”), refers to its ASX announcement dated 24 July 2025 regarding the funding agreement entered into with YA II PN, Ltd (the “Investor”), an affiliate of Yorkville Advisors Global, LLC, for the provision of funding by way of the issue of convertible debentures with a maximum aggregate face value of up to US$100,000,000 (the “Agreement”).

The Company advises that, under the terms of the debenture Agreement, if the daily volume weighted average price (“VWAP”) of the Company's shares on ASX was lower than the Floor Price of A$0.12 for the period specified in the Agreement, this constitutes an amortisation event (“Amortisation Event”).

Amortisation Payment

Under the Agreement, following an Amortisation Event the Company is required, within 10 trading days, to redeem convertible debentures with an aggregate face value equal to 20% of the Amount Outstanding under the Agreement, by paying that amount to the Investor in cash.

The Amount Outstanding under the Agreement was US$35,000,000 and, accordingly, the Company is required to pay US$7,000,000 (the “Amortisation Amount”) to the Investor no later than 21 September 2026 (the “First Amortisation Payment Date”).

Upon payment of the Amortisation Amount, convertible debentures with an aggregate face value equal to the Amortisation Amount will be redeemed, and the amount outstanding under the Agreement will reduce correspondingly to US$28,000,000 (the “Amount Outstanding”).

Ongoing Amortisation Obligations

If the Amortisation Event continues, the Agreement provides for further amortisation payments to be made on a rolling 30-day basis, in an amount equal to 20% of the Amount Outstanding at the time of the Amortisation Event, until the earlier of the Amortisation Event ceasing or the Amount Outstanding being repaid in full.

The Company will continue to monitor its share price against the Floor Price and will keep the market informed in accordance with its continuous disclosure obligations under the ASX Listing Rules.

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

ASX ANNOUNCEMENT (ASX: NVX)

Funding of the Amortisation Amount

The Company intends to fund the Amortisation Amount from its existing cash reserves.

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 funding the amortisation amount, future amortisation events, our market position in general, and efforts to develop a North American battery materials supply chain.

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

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

ASX ANNOUNCEMENT (ASX: NVX)

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

	Exhibit 99.2
	ASX ANNOUNCEMENT (ASX: NVX)

Lead Customer Feedback Marks Progress in Qualification

Chattanooga, TN (USA), 10 September 2026 - NOVONIX Limited (NASDAQ: NVX, ASX: NVX) (“NOVONIX” or the “Company”), a leading battery materials company, today received testing results from the initial shipment of a mass production qualification sample (“C-sample”) of synthetic graphite anode active material (“Synthetic Graphite AAM”) from its lead customer (the “Customer”). The Customer’s testing shows the material met 12 out of the 14 total specification parameters. For the two specifications not met, one was within approximately 1% of the requirement while the other was assessed on a pass/fail basis under the Customer’s testing criteria. NOVONIX’s internal testing indicated that the material met all required specifications.

Qualification of anode active materials is a rigorous and iterative process, involving highly sensitive testing methodologies. Variations in testing equipment, protocols, environmental conditions, and other factors can influence measured results.

With the feedback received from the Customer, NOVONIX has identified actions which will address the remaining specification parameters and continue progressing toward full scale commercial production.

“The testing and feedback from NOVONIX’s lead customer enables targeted actions to achieve final material confirmation and helps further the goal of development of a secure North American battery materials supply chain,” said Mike O’Kronley, CEO of NOVONIX. “Through the work of our dedicated team working closely with our customers to validate a North American source of synthetic graphite, NOVONIX sets itself apart as an advanced provider of critical battery materials.”

The Company continues to expect commencement of mass production sales to its lead customer to begin in the second half of 2027, subject to successful completion of the qualification process.

This announcement has been authorised 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

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

ASX ANNOUNCEMENT (ASX: NVX)

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 anticipated qualification and production and the timelines therefor, actions to be taken to address customer test results, the deployment and scaling of furnace technology and the timeline therefor, the creation and development of new technology, and efforts to develop a North American battery materials supply chain.

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

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

ASX ANNOUNCEMENT (ASX: NVX)

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

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 95.2 KB
• EX-99.2 EX-99.2 72.7 KB