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
under
the Securities Exchange Act of 1934
August
21, 2026
Commission
File Number 001-37974
VIVOPOWER
PLC
(Translation
of registrant’s name into English)
Suite
4, 7th Floor, 50 Broadway,
London,
United Kingdom,
SW1H
0DB
+44-203-667-5158
(Address
of principal executive office)
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 ☐
Update
on Issued and Outstanding Securities
On
August 21, 2026, VivoPower PLC (the “Company” or “VivoPower”) provides an update on its issued and outstanding
securities.
As
of such date, the Company has 31,993,555 Class A Ordinary Shares, par value $0.12 per share, issued and outstanding, with no Class A
Ordinary Shares held in treasury. In addition, the Company has 800,000 Preference Shares, par value $100 per share, issued and outstanding,
and 1,244,000 outstanding in-the-money warrants. The breakdown of issued, treasury, and outstanding securities is set forth below.
| Security
Type |
|
Status |
|
Number
of Securities |
| Class
A Ordinary Shares |
|
Issued
and outstanding |
|
31,993,555 |
| |
Held
in treasury |
|
0 |
| Preference
Shares* |
|
Issued
and outstanding |
|
800,000 |
| Warrants** |
|
Outstanding
and in-the-money |
|
1,244,000 |
*
Convertible into 11,078,431 Class A Ordinary Shares upon conversion
**
Represents outstanding warrants that are currently in-the-money as of August 21, 2026
This
Report on Form 6-K, is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-227810, 333-251546, 333-268720, 333-273520)
and Form F-3 (File No. 333-292437).
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, use of proceeds, capital deployment timing, operational conversion milestones 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.
No
Offer or Solicitation
This
Report on Form 6-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed transaction. This Report on Form 6-K shall also not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption
therefrom.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
August 21, 2026 |
VivoPower
PLC |
| |
|
| |
/s/
Kevin Chin |
| |
Kevin
Chin |
| |
Executive
Chairman |