Nova Minerals Ltd — Capital/Financing Update 2025

Dec 23, 2025

6-K 1 form6-k.htm 6-K

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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 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

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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.

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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 — By: | /s/
Ian Pamensky |
| --- | --- |
| Name: | Ian
Pamensky |
| Title: | Corporate
Secretary |

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