VivoPower PLC (VIVO) SEC Filings

VivoPower PLC (VIVO) reports an update on its capital structure as of August 21, 2026. The company has 31,993,555 Class A Ordinary Shares, par value $0.12 per share, issued and outstanding, with no shares held in treasury. It also has 800,000 Preference Shares, par value $100 per share, issued and outstanding, which are convertible into 11,078,431 Class A Ordinary Shares upon conversion. In addition, there are 1,244,000 outstanding in-the-money warrants as of that date.

This update is incorporated by reference into VivoPower’s existing registration statements on Form S-8 and Form F-3. The company also includes standard forward-looking statement and no-offer disclaimers related to future events and securities offerings.

VivoPower PLC retired US$28.8 million of shareholder debt principal previously owed to founding shareholder AWN Holdings Limited, eliminating all outstanding principal under the historical AWN shareholder loan facility. This removes a long-standing balance sheet overhang and reduces future interest expense ahead of Nordic AI infrastructure buildout.

Of the total, US$16.5 million was cancelled through AWN’s participation in a recently closed US$50 million PIPE 2 financing, in which AWN received 165,000 convertible preference shares on the same terms as institutional investors and agreed to a minimum six-month lock-up. The remaining US$12.3 million was repaid in cash. Because AWN is affiliated with Executive Chairman and Chief Executive Officer Kevin Chin, the transaction is a related party transaction and was reviewed and approved by VivoPower’s Audit and Risk Committee, composed solely of independent directors.

VivoPower PLC entered into a definitive US$50 million strategic private investment in public equity (PIPE) led by Blue Sky Capital, with additional institutional investors from the US, EU, UK, Nordics, GCC family offices and entities associated with Executive Chairman and CEO Kevin Chin participating on the same terms.

The PIPE consists primarily of convertible preference shares with a US$7.50 per share conversion price into a fixed number of Class A Ordinary Shares, carries a 6% annual PIK coupon, and includes fixed-price warrants at a premium to market. Net proceeds are earmarked for the Mo i Rana AI data center operational conversion in Norway and for corporate debt reduction. The securities were placed with Accredited Investors and non-US persons under Section 4(a)(2), Rule 506(b) of Regulation D and Regulation S, and will be issued as restricted securities subject to a Rule 144 holding period. Management describes the financing as strengthening the balance sheet and providing growth capital for its powered land and AI data center infrastructure strategy.

VivoPower PLC appointed Syed Muhammad Nouman as Group Finance Director, effective July 20, 2026. He will serve as the company’s Principal Financial Officer and Principal Accounting Officer for SEC reporting, following ratification by the audit committee.

Nouman is a Fellow Chartered Accountant with more than 17 years of global finance and accounting leadership experience, spanning audit, risk management, IFRS and US GAAP reporting, mergers and acquisitions, commercial finance, real estate and global tax. VivoPower states that his appointment strengthens its accounting and finance function as it scales its sovereign AI data center infrastructure business and advances the planned business combination and independent listing of its Tembo subsidiary. The company also provides cautionary language regarding forward-looking statements related to these strategic initiatives.

VivoPower PLC reports that Adam Traidman will conclude his role as Chairman of its Board of Advisors. He joined in May 2025 to advise on digital assets, blockchain technology and the XRP Ledger ecosystem, supporting a capital raise and the company’s digital asset treasury strategy.

As VivoPower’s focus has increasingly centered on the development and scaling of powered land and data center digital infrastructure in Norway, Finland and the United Arab Emirates, both parties agreed this is a natural point to end his advisory engagement. The company states his departure did not result from any disagreement regarding operations, policies or practices and thanks him for his contributions. This report is incorporated by reference into existing Form S-8 and Form F-3 registration statements and includes customary forward-looking statements about its AI infrastructure strategy and a proposed business combination involving its Tembo subsidiary.

VivoPower PLC filed an amended Form 6-K to update a prior report on its acquisition of Cromwell AS, a Norwegian company. The amendment supplies Cromwell AS and its subsidiary Nordland Data’s audited financial statements for the fiscal year ended December 31, 2025, plus related notes and the audit report. It also adds unaudited pro forma financial information prepared under Rule 3-14 of Regulation S-X. The amended report is incorporated by reference into VivoPower’s existing Form S-8 and Form F-3 registration statements.

VivoPower PLC has furnished a further updated corporate investor presentation to be used in meetings with stakeholders across the data center, AI, financial, and sovereign nation communities. The updated presentation is attached as Exhibit 99.1 and replaces a prior version furnished on June 29, 2026.

The information in this report and Exhibit 99.1 is being furnished, not filed, under U.S. securities laws, and is incorporated by reference into VivoPower’s existing registration statements on Form S-8 and Form F-3. The report also includes customary forward-looking statements and clarifies that it does not constitute an offer or solicitation to buy or sell securities.

VivoPower PLC is refocusing its strategy on its AI data center business and restructuring its non-core assets Tembo and Caret Digital. The company reiterates that the Tembo Business Combination with Cactus Acquisition Corp. 1 remains contingent on SEC review of the Form F-4, shareholder approvals and other closing conditions, with VivoPower expected to retain a minority stake if completed.

For Tembo, all previously indicated special dividend and related record date arrangements are discontinued and replaced by the terms in the Business Combination Agreement and Form F-4. For Caret Digital, prior plans for a partial spin-off and special dividend are also discontinued. Instead, VivoPower is developing a proposed full in specie separation under which all Caret Digital shares held by the group would ultimately be distributed pro rata to VivoPower shareholders, subject to board approval, regulatory and stock exchange clearances, listing effectiveness and market conditions. The company stresses there is no assurance either transaction will proceed on the currently contemplated terms or timing.

VivoPower PLC is conducting a technical and commercial feasibility study to add a battery energy storage system (BESS) to its 41.5 MW Mo i Rana data center in Northern Norway. The project targets up to approximately USD$4 million of incremental annualized EBITDA from new Nordic grid reserve services.

A co-located BESS could enable participation in FCR-N, expanded FCR-D, and FFR reserve products, earning capacity payments on a pay-for-availability basis plus activation payments. The system is also expected to improve power quality, ride-through, and load-step buffering for AI compute tenants, while preserving the site’s full leasable capacity.

Any investment decision depends on the feasibility study outcomes, Board approval, tenant consultation, capital availability, and Norwegian regulatory and grid-connection approvals.