Nova Minerals Sells 2.9M ADS in Underwritten Offering

TL;DR

Nova Minerals raising $5.86M via ADS offering closing Dec 23rd.

AI Summary

Nova Minerals Limited entered into an underwriting agreement on December 18, 2025, with Think Equity LLC to sell 2,928,300 American Depository Shares (ADS) in an underwritten public offering. The offering is expected to close on December 23, 2025, with gross proceeds of approximately $5.86 million before deducting underwriting discounts and commissions.

Why It Matters

This public offering provides Nova Minerals with capital, potentially for its exploration and development projects, which could impact its future growth and shareholder value.

Risk Assessment

Risk Level: medium — Underwritten offerings can dilute existing shareholders and the success of the offering depends on market conditions.

Key Numbers

• 2,928,300 — ADS Offered (Number of American Depository Shares to be sold in the public offering.)
• $5.86M — Gross Proceeds (Estimated total funds raised before expenses from the ADS offering.)
• December 23, 2025 — Closing Date (The anticipated date for the completion of the public offering.)

Key Players & Entities

• Nova Minerals Limited (company) — Registrant
• December 18, 2025 (date) — Date of Underwriting Agreement
• Think Equity LLC (company) — Underwriter Representative
• 2,928,300 (dollar_amount) — Number of American Depository Shares (ADS) to be sold
• December 23, 2025 (date) — Expected Closing Date
• $5.86 million (dollar_amount) — Gross proceeds from the offering

FAQ

Key Financial Figures

• $6.83 — of 1 to 12, at a price to the public of $6.83 per ADS, for gross proceeds of approxim
• $20 m — DS, for gross proceeds of approximately $20 million, before deducting underwriting di
• $2.34 million — ADS for gross proceeds of approximately $2.34 million. The closing for the sale of the partia
• $22.34 m — allotment option, totaled approximately $22.34 million, before deducting underwriting di

Filing Documents

• form6-k.htm (6-K) — 20KB
• 0001493152-25-029102.txt ( ) — 21KB

From the Filing

UNITED 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 December 2025 Commission File Number 001-42132 NOVA MINERALS LIMITED (Translation of registrant’s name into English) Suite 5, 242 Hawthorn Road, Caulfield, Victoria 3161 Australia +61 3 9537 1238 (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F Form 40-F NOVA MINERALS LIMITED EXPLANATORY NOTE On December 18, 2025, Nova Minerals Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Think Equity LLC as representative (the “Representative”) of the underwriters named therein, pursuant to which the Company agreed to sell to the underwriters in an underwritten public offering, an aggregate of 2,928,300 American Depository Shares (“ADS”), with an ADS-to-ordinary-share ratio of 1 to 12, at a price to the public of $6.83 per ADS, for gross proceeds of approximately $20 million, before deducting underwriting discounts and offering expenses. In addition, the Company granted the underwriters a 45-day option to purchase up to an additional 439,245 ADSs to cover over-allotments, if any. The closing for the issuance and sale of the 2,928,300 ADSs took place on December 22, 2025. On December 22, 2025, the Representative partially exercised the over-allotment option to purchase an additional 341,925 ADSs at the public offering price of $6.83 per ADS for gross proceeds of approximately $2.34 million. The closing for the sale of the partial exercise of the over-allotment option took place on December 23, 2025. As a result, the gross proceeds of the Company’s public offering of ADSs, including the proceeds from the partial exercise of the over-allotment option, totaled approximately $22.34 million, before deducting underwriting discounts and offering expenses. This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NOVA MINERALS LIMITED Date: December 23, 2025 By: /s/ Ian Pamensky Name: Ian Pamensky Title: Corporate Secretary -3-

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View this 6-K filing on SEC EDGAR