SEC Form 6-K filed by Nova Ltd.

Washington, DC 20549

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF 

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2025
 
Commission File No.: 000-30668

 

(Translation of registrant’s name into English)

 

5 David Fikes Street, Rehovot, Israel

 (Address of principal executive offices)

 

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

 

Form 20-F ☒          Form 40-F ☐

 

EXPLANATORY NOTE

 

On September 2, 2025, Nova Ltd. (NASDAQ: NVMI) (the “Company”) issued a press release announcing a proposed offering of $500 million principal amount of 0.00% convertible senior notes (the “Offering”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached as Exhibit 99.1 to this Report on Form 6-K.

 

The unaudited financial statements of the Company for the six months ended June 30, 2024 and 2025 and as of June 30, 2025 are furnished herewith as Exhibit 99.2 to this Report on Form 6-K.

 

Supplemental disclosure related to the Company’s results of operations and liquidity and capital resources for the six months ended June 30, 2025 is attached as Exhibit 99.3 to this Report on Form 6-K.

 

Other than as indicated below, the information in this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

 

Exhibits 99.2 and 99.3 to this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form S-8 filed with the Securities and Exchange Commission on the following dates: November 5, 2007 (File No. 333-147140); October 25, 2012 (File No. 333-184585); March 6, 2015 (File No. 333-202550); and August 25, 2017 (File No. 333-220158).

 

EXHIBIT INDEX

 

The following exhibits are filed as part of this Form 6-K:

 

 

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.

 

 

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