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 of the
Securities Exchange Act of 1934

Date: June 4, 2024

Commission File Number: 001-41338


IperionX Limited
(Translation of registrant’s name into English)


129 W Trade Street, Suite 1405
Charlotte, North Carolina
(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 ☐

EXHIBIT INDEX

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

Exhibit
  
Description
   
 
Regulatory Filing with the Australian Securities Exchange

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.

 
IPERIONX LIMITED
 
(registrant)
   
Date: June 4, 2024
By: 
 /s/ Marcela Castro
 
Name:
Marcela Castro
 
Title:  
Chief Financial Officer


Exhibit 99.1

Appendix 3Y
Change of Director’s Interest Notice

Rule 3.19A.2
Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available.  Information and documents given to ASX become ASX’s property and may be made public.
 
Introduced 30/09/01  Amended 01/01/11

Name of entity
IperionX Limited
ABN
84 618 935 372

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

 
Name of Director
  
Anastasios ARIMA
       
 
Date of last notice
  
April 19, 2024

Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

 
Direct or indirect interest
  
Direct and indirect
       
 
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant interest.
  
Moshos Family Investments Pty Ltd ATF Moshos Family Trust (director, shareholder and beneficiary)
       
 
Date of change
  
June 4, 2024
       
 
No. of securities held prior to change
  
•    4,461,446 fully paid ordinary shares
•    625,000 unlisted $0.20 options
•    2,250,000 unlisted Class A performance shares
•    2,250,000 unlisted Class B performance shares
•    500,000 unlisted Class A $0.20 performance options
•    500,000 unlisted Class B $0.20 performance options
•    6,000,000 unlisted performance rights
•    956,000 restricted stock units
       
 
Class
  
•    Fully paid ordinary shares
•    Performance rights that vest upon the Company achieving a 30-day VWAP of at least A$2.00 per share, expiring 23 April 2026
 
Number acquired
  
2,000,000 fully paid ordinary shares (upon conversion of rights)
       
 
Number disposed
  
2,000,000 performance rights (upon conversion)

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y  Page 1

Appendix 3Y
Change of Director’s Interest Notice

 
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
 
  
Nil
 
No. of securities held after change
  
•    6,461,446 fully paid ordinary shares
•    625,000 unlisted $0.20 options
•    2,250,000 unlisted Class A performance shares
•    2,250,000 unlisted Class B performance shares
•    500,000 unlisted Class A $0.20 performance options
•    500,000 unlisted Class B $0.20 performance options
•    4,000,000 unlisted performance rights
•    956,000 restricted stock units
       
 
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back
  
•     Conversion of performance rights upon satisfaction of relevant performance condition.
•     Off-market transfer of 3,000,000 shares from Moshos Family Investments Pty Ltd to a custodian (HSBC Custody Nominees (Australia) Pty Ltd) pursuant to a Master Loan Agreement, Deed of Security and Share Possession Agreement (as described in Part 2). No change in beneficial ownership.
 

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

 
Detail of contract
  
Master Loan Agreement, Deed of Security and Share Possession Agreement between Moshos Family Investments Pty Ltd ATF Moshos Family Trust and Equities First Holdings, LLC.
 
 
Nature of interest
  
Moshos Family Investments Pty Ltd ATF Moshos Family Trust, an entity controlled by Mr Arima, has entered into a margin lending facility in respect of IperionX ordinary shares. The loan provides Moshos Family Investments Pty Ltd with the ability to borrow against the value of the IperionX ordinary shares held as collateral under the agreement. The term of the loan facility is 2 years.
 
3,000,000 IperionX ordinary shares have been transferred to a custodian (HSBC Custody Nominees (Australia) Pty Ltd), of which 1,250,000 shares have been borrowed against and allocated as collateral under the margin lending facility and 1,750,000 shares remain available for take up as collateral under the margin lending facility.
 
 
Name of registered holder
(if issued securities)
  
HSBC Custody Nominees (Australia) Pty Ltd
 
Date of change
  
May 28, 2024
       
 
No. and class of securities to which interest related prior to change
Note: Details are only required for a contract in relation to which the interest has changed
 
  
Not applicable
 
Interest acquired
  
Not applicable

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y  Page 2
Appendix 3Y
Change of Director’s Interest Notice

 
Interest disposed
  
Not applicable
       
 
Value/Consideration
Note: If consideration is non-cash, provide details and an estimated valuation
  
Not applicable
       
 
Interest after change
  
Not applicable

Part 3 – +Closed period

 
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?
  
No
 
If so, was prior written clearance provided to allow the trade to proceed during this period?
  
Not applicable
 
If prior written clearance was provided, on what date was this provided?
  
Not applicable

+ See chapter 19 for defined terms.

01/01/2011 Appendix 3Y  Page 3
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