NVNXF Novonix Ltd (PK)

As filed with the Securities and Exchange Commission on December 20, 2024

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NOVONIX LIMITED

(Exact name of registrant as specified in its charter)

NOVONIX LIMITED PERFORMANCE RIGHTS PLAN

(Full title of the plan)

Rashda Buttar

Chief Legal and Administrative Officer

353 Corporate Place

Chattanooga, Tennessee 37419

(423) 355-7762

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the SEC are incorporated by reference in this Registration Statement:

(a) the Company’s Annual Report on  Form 20-F for the year ended December 31, 2023, filed with the SEC on February 28, 2024 (the “Annual Report”);

(b) the IFRS financial statement tables in Exhibits 99.1 to the Company’s Reports of Foreign Private Issuer on Form 6-K furnished to the SEC on April  18, 2024, August  23, 2024 and October 30, 2024 (excluding, in respect of the Company’s Report of Foreign Private Issuer on Form 6-K furnished to the SEC on August 23, 2024, the “Auditor’s Independence Declaration to the Directors of NOVONIX Limited” on page 19 of the Half-Year Report for the Six Months Ended June 30, 2024 and the “Independent auditor’s review report to the members of NOVONIX Limited” on pages 48 and 49 of the Half-Year Report for the Six Months Ended June 30, 2024 thereto); and

(c) the description of the ordinary shares contained in the Registration Statement on  Form 20-F, dated January 27, 2022, filed with the SEC by the Company to register the American Depositary Shares, each representing four ordinary shares, under the Securities Exchange Act of 1934 (the “Exchange Act”), and any amendment or report filed for the purpose of updating this information (including Exhibit 2.3 to the Annual Report).

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and, to the extent specifically designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Company to the SEC, in each case, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents with the SEC. Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the SEC is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the Company indicates in the report or filing containing such information that the information is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Set forth below is a description of certain provisions of the Company’s Constitution and Australian law as such provisions relate to the Company’s controlling persons, directors and officers. This description is intended only as a summary and is qualified in its entirety by reference to the Company’s Constitution and Australian law.

The Company’s Constitution provides that, to the full extent permitted by law, to the extent that an Officer is not otherwise indemnified pursuant to any insurance coverage, the Company will indemnify each Officer against all losses, liabilities, costs, charges and expenses incurred by the Officer as an officer of the Company or of a related body corporate. For purposes of the relevant provisions of the Constitution, an “Officer” is (i) a person who is or has been a director, alternate director or executive officer (within the meaning of rule 23.3(a) of the Constitution) of the Company; (ii) any other officers or former officers of the Company or of its related bodies corporate as the directors in each case determine; and (iii) if the directors so determine, any auditor or former auditor of the Company or of its related bodies corporate.

The Company has entered into Indemnity Deeds with each non-executive director and executive officer. Under the Indemnity Deeds, the Company has agreed to indemnify (to the maximum extent permitted under Australian law and the Company’s Constitution, subject to certain specified exceptions) each non-executive director and executive officer against all liabilities incurred in any capacity, including acting as an authorized representative of the Company, and any and all costs and expenses relating to such a claim or to any notified event incurred by such non-executive 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 provide that the indemnities are unlimited as to amount, continuous and irrevocable.

Separately, the Company has obtained insurance for its non-executive directors and executive officers, as required by the Indemnity Deeds.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has 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.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

(1) Filed as Exhibit 1.1 to the Annual Report and incorporated herein by reference.

(2) Filed as Exhibit 1.2 to the Annual Report and incorporated herein by reference.

(3) Filed as Exhibit 2.1 to the Annual Report and incorporated herein by reference.

(4) Filed as Exhibit 2.2 to the Annual Report and incorporated herein by reference.

(5) Filed as Exhibit 4.3 to the Annual Report and incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 of this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brisbane, State of Queensland, on December 20, 2024.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Robert Long and Rashda Buttar, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Exhibit 5.1

19 December 2024

Novonix Limited

12/114 Edward Street

Brisbane QLD 4000

AUSTRALIA

Novonix Limited - Registration Statement on Form S-8 – Opinion of Allens

We have acted as Australian counsel for Novonix Limited (ACN 157 690 830), a corporation incorporated under the laws of Australia (the Company), in connection with the registration statement on Form S-8 filed by the Company with the United States Securities and Exchange Commission (the SEC) on 20 December 2024 (the Registration Statement), under the United States Securities Act of 1933 (the Securities Act) with respect to 60,659,414 fully paid ordinary shares of the Company, no par value per share (the Shares), which includes the Shares underlying the American Depositary Shares (together with the Shares, the Securities), delivered or to be delivered by the Company in connection with awards granted or to be granted under the Performance Rights Plan (the Rules) to certain eligible participants in the Rules.

We have:

We have not reviewed any documents other than those referred to above and have not taken, and are not obliged to take, any steps to verify the assumptions contained in this opinion.

In examining the Documents and for the purposes of this opinion, we have assumed:

Novonix Limited

Based on the assumptions under section 2 of this letter and the review of the documents referred to in section 1, and subject to the qualifications under section 4 of this letter, we are of the opinion that:

For the purpose of this opinion, the term “non-assessable”, when used to describe the liability of a person as the registered holder of shares, has no clear meaning under the laws of Australia, so we have assumed those words to mean that, under the Corporations Act 2001 (Cth), the Constitution, and any resolution taken under the Constitution approving the issue of the Shares, no holder of the Securities is liable, by reason solely of being a holder of Securities, for additional payments or calls for further funds by the Company or any creditor of the Company.

This opinion is subject to the following qualifications:

Novonix Limited

We hereby consent to the filing of our opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.

Kind regards

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the registration statement on Form S-8 of NOVONIX Limited of our report dated February 28, 2024, relating to the consolidated financial statements, which appears in NOVONIX Limited’s Annual Report on Form 20-F for the year ended December 31, 2023.

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

NOVONIX Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities