VivoPower International PLC Announces Termination of At-the-Market (ATM) Equity Offering Agreement

Rhea-AI Summary

VivoPower (NASDAQ: VVPR) has terminated its at-the-market (ATM) equity offering agreement with Chardan Capital Markets dated December 23, 2025, and confirmed no further shares will be sold under that facility.

Management cited projected operating cash flow, available economically non-dilutive funding at the project/asset level, and market conditions as reasons for ending the ATM, aligning with the Board's focus on disciplined capital allocation and minimizing dilution.

Positive

• Termination avoids immediate ATM-driven shareholder dilution
• Management cites projected operating cash flow supporting operations
• Board emphasizes disciplined capital allocation to limit equity raises

Negative

• Loss of a ready equity issuance mechanism if cash needs change
• Reliance on projected cash flow and non-dilutive funding sources

News Market Reaction – VVPR

-12.86%

19 alerts

-12.86% Session close to close

+21.0% Peak Tracked

-16.9% Trough Tracked

$25.81M Market Cap

1.1x Rel. Volume

In the Feb 2 session, VVPR declined 12.86%, reflecting a significant negative market reaction. Argus tracked a peak move of +21.0% during that session. Argus tracked a trough of -16.9% from its starting point during tracking. Our momentum scanner triggered 19 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -12.9% in the session following this news. A negative reaction despite the ATM ter...

Analysis

The stock dropped -12.9% in the session following this news. A negative reaction despite the ATM termination would fit the pattern of mixed responses to positive strategic developments. While the specific $18,000,000 ATM facility has been withdrawn, the company still maintains a $180,000,000 Form F-3 shelf and has disclosed prior losses, including $12.8 million in FY2025. In such a scenario, the market may have focused on broader funding requirements and historical going-concern commentary rather than near-term dilution relief.

Key Figures

ATM program size: $18,000,000 Shelf capacity: $180,000,000 FY2025 net loss: $12.8 million +5 more

8 metrics

ATM program size $18,000,000 Aggregate sale limit under terminated ATM agreement (6-K dated 2026-01-29)

Shelf capacity $180,000,000 Maximum offering amount under Form F-3 shelf filed 2025-12-23

FY2025 net loss $12.8 million Loss for fiscal year ended June 30, 2025 (Form 20-F)

Net current assets $19.3 million Position as of June 30, 2025 (Form 20-F)

Norway data center EBITDA $10 million Indicative proforma EBITDA from proposed >40MW Norway data center

Norway data center valuation $40 million Implied valuation (~4x proforma EBITDA) for proposed Norway acquisition

Tembo spin-off value $838 million Implied transaction valuation under Tembo business combination agreement

Tembo addressable market US$11 billion annually Estimated Australian light utility pickup EV market (Tembo partnership 6-K)

Historical Context

5 past events · Latest: Jan 22 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jan 22	Finland acquisition deal	Positive	+1.1%	Definitive agreement to acquire OGDC, securing 291MW powered land in Finland.
Jan 16	EV partnership	Positive	-4.4%	Tembo partnership targeting Australia’s US$11B light utility pickup EV market.
Jan 14	AI expansion	Positive	+9.6%	New Dublin office and advisor to scale sovereign AI data center business.
Jan 08	Advisory appointment	Positive	+2.0%	Appointment of sovereign wealth fund expert to support capital formation.
Dec 30	Norway data center deal	Positive	-11.3%	Heads of agreement for >40MW Norway data center with $10M proforma EBITDA.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news has been mostly strategic and growth-focused, but price reactions have been mixed, with some acquisitions selling off while advisory and AI/data-center updates have traded positively.

Recent Company History

Over the past few months, VivoPower has focused on sovereign AI data center expansion and strategic partnerships. Notable steps include a proposed acquisition of a >40MW Norway data center with indicative $10 million proforma EBITDA, a definitive deal for 291MW of powered land in Finland, and appointments to its Global Advisory Council to deepen AI and capital markets reach. The current termination of the ATM facility fits into this broader capital-structure narrative following the Form F-3 shelf and shareholder approvals for greater financial flexibility.

Key Terms

at-the-market equity offering, atm agreement, form f-3, shelf registration statement, +4 more

8 terms

at-the-market equity offering financial

"formally terminated its “at-the-market” equity offering agreement (the “ATM Agreement”)"

An at-the-market equity offering is a way for a public company to raise cash by selling newly issued shares directly into the open market at current market prices over time through a broker. Think of it as gradually selling items on an online marketplace at whatever buyers are paying now rather than holding a single big sale; it gives the company flexible access to funds but can lower each existing owner’s share of the company and put gentle downward pressure on the stock price if done in large amounts.

atm agreement financial

"equity offering agreement (the “ATM Agreement”) with Chardan Capital Markets, LLC"

An at-the-market (ATM) agreement lets a company sell newly issued shares directly into the public market over time through a broker, rather than selling a large block all at once. Investors care because it provides a flexible way for the company to raise cash when needed, but it can increase the number of shares outstanding gradually and put downward pressure on the stock price if sales are large relative to normal trading—similar to adding more product to a store shelf while customers are buying.

form f-3 regulatory

"under the Company’s Form F-3 shelf registration statement dated March 27, 2024"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

shelf registration statement regulatory

"under the Company’s Form F-3 shelf registration statement dated March 27, 2024"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

6-k regulatory

"title": "[6-K] VivoPower International PLC Current Report (Foreign Issuer)""

A Form 6‑K is a periodic report that foreign companies file with the U.S. securities regulator to share important, non-routine information—like earnings summaries, business updates, contracts, or regulatory notices—outside their home country. For investors it acts like a news bulletin or text alert, giving timely access to material developments that can affect a company’s value or risk so they can make informed buy, hold, or sell decisions.

20-f regulatory

"title": "[20-F] VivoPower International PLC Files Annual Report (Foreign Issuer)""

A 20-F is an annual report that a non‑U.S. company files with U.S. regulators when its securities trade in the U.S.; it provides audited financial statements, business description, risk factors, and governance details. Investors use it like a comprehensive instruction manual—equivalent to a domestic company’s annual report—to assess a foreign issuer’s financial health, strategy, and risks before buying or holding its stock.

b corp-certified technical

"a leading B Corp-certified global developer and owner of powered land"

B Corp-certified describes a company that has passed an independent assessment of its social and environmental performance, accountability, and transparency, awarded by the nonprofit B Lab. It’s like a report card showing the company balances profit with positive impact on workers, communities and the environment. For investors, the certification signals a public commitment to long-term, stakeholder-focused practices that can reduce reputational and sustainability risks and appeal to values-driven customers and capital.

going concern financial

"material uncertainty related to going concern if sufficient funding is not secured"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LONDON, Feb. 02, 2026 (GLOBE NEWSWIRE) -- VivoPower International PLC (NASDAQ: VVPR) (“VivoPower” or the “Company”), a leading B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced that it has formally terminated its “at-the-market” equity offering agreement (the “ATM Agreement”) with Chardan Capital Markets, LLC, dated December 23, 2025.

The ATM Agreement provided for the potential sale of the Company’s ordinary shares under the Company’s Form F-3 shelf registration statement dated March 27, 2024. The Company confirms that no further shares will be issued or sold pursuant to this ATM Agreement.

The decision to terminate the ATM facility follows a review of the Company’s current operating cash flow outlook, capital requirements, potential alternative economically non dilutive sources of capital, including at the project or asset level, and current market conditions. Management has determined that at this current time, its projected cash flow from operations, as well as current and projected economically non-dilutive sources of funding, obviate the need to raise ATM capital. This approach is consistent with the Board’s focus on disciplined capital allocation and avoiding, where possible, dilutive capital raisings.

About VivoPower

Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower operates with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. An award-winning global sustainable energy solutions B Corporation, VivoPower is scaling up its power to X strategy with a focus on developing, building, and owning low-cost, sustainable powered land and data center infrastructure in select sovereign nations to be leased out for AI use cases. It also has three other business units, Tembo, Caret Digital, and Vivo Federation, which are in the process of being spun out or divested. Tembo is focused on electric solutions for off-road and on-road customized and ruggedized fleet applications, as well as ancillary financing, charging, battery, and microgrid solutions. Caret Digital is a power-to-x business focused on the highest and best use cases for renewable power, including digital asset mining. Vivo Federation is the digital asset arm of VivoPower, focused on XRPL-based real-world blockchain applications and maintaining exposure to Ripple Labs shares and XRP tokens.

Forward-Looking Statements

This communication includes certain statements that may constitute "forward-looking statements" for purposes of the U.S. federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom. These statements are based on VivoPower's management's current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower's business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower's filings with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.

Media Contacts

VivoPower: media@vivopower.com

FAQ

Why did VivoPower (VVPR) terminate its ATM agreement on February 2, 2026?

They ended the ATM because projected operating cash flow and available non-dilutive funding remove the need to issue shares now. According to the company, market conditions and a Board focus on disciplined capital allocation also influenced the decision to avoid dilution.

Will VivoPower (VVPR) sell any shares under the terminated ATM agreement?

No, the company confirmed no further shares will be issued or sold under the ATM facility. According to the company, the December 23, 2025 ATM agreement with Chardan is formally terminated and has ceased to be a source of equity issuance.

How does terminating the ATM affect potential dilution for VivoPower (VVPR) shareholders?

Termination reduces near-term dilution risk by removing the immediate ATM issuance channel. According to the company, management prefers using operating cash flow and non-dilutive project-level funding to preserve shareholder equity where possible.

Could VivoPower (VVPR) raise capital again after terminating the ATM?

Yes, the company can pursue other financing options if needed, but the ATM is no longer available. According to the company, they are prioritizing non-dilutive sources and will reassess capital needs versus market conditions as required.

What did VivoPower (VVPR) cite as alternatives to the ATM facility?

The company cited projected operating cash flow and economically non-dilutive capital at the project or asset level as alternatives. According to the company, these sources currently obviate the need to raise capital via the ATM agreement with Chardan.