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
July
29, 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 ☐
VivoPower
Secures US$50 Million PIPE At US$7.50 Conversion Price Per Share
On
July 29, 2026, VivoPower PLC (the “Company” or “VivoPower”) announced that it has secured a definitive US$50
million strategic private investment in public equity (PIPE) from a range of US, EU, UK and Nordic based institutional investors.
The
strategic raising was led by New York based investment group Blue Sky Capital (BSC), a specialist and early investor in AI data centers
globally. BSC was the first institutional investor in Nscale, a leading neocloud headquartered in the UK and with operations in the Nordics.
Additional institutional participation was introduced by Arctic Securities as sole placement agent and includes UK and EU based infrastructure
and real-estate focused institutional investors, together with Nordic family offices. Gulf Cooperation Council (GCC) based family offices
and entities associated with Kevin Chin, VivoPower’s Executive Chairman and Chief Executive Officer, also participated in the transaction
on the same terms.
The
net proceeds from the PIPE transaction will be applied to VivoPower’s Mo i Rana AI data center operational conversion in Norway
as well as for corporate debt reduction purposes.
The
PIPE is primarily in the form of convertible preference shares with a US$7.50 per share conversion price that may convert into a fixed
number of Class A Ordinary Shares, has a 6% annual PIK coupon and fixed price warrants priced at a premium to market.
Kevin
Chin, Executive Chairman and Chief Executive Officer of VivoPower, said: “This strategic financing further strengthens VivoPower’s
balance sheet and provides growth capital to accelerate our transition toward powered land and AI data center infrastructure commencing
with Mo i Rana in Norway. We are pleased to have broadened our base of long-term oriented institutional investors who share our vision
and recognize the value in what we are building.”
This
announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other
jurisdiction, and no such offer, solicitation or sale shall be made in any jurisdiction in which such offer, solicitation or sale would
be unlawful.
The
securities were offered and sold only to Accredited Investors and non-US persons in reliance on Section 4(a)(2) of the Securities Act
of 1933, Rule 506(b) of Regulation D thereunder (US tranche) and Regulation S (non-US tranche), and will be issued as “restricted
securities” subject to a Rule 144 holding period.
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.
EXHIBIT
INDEX
| Exhibit
99.1— |
|
Press Release |
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:
July 29, 2026 |
VivoPower
PLC |
| |
|
| |
/s/
Kevin Chin |
| |
Kevin
Chin |
| |
Executive
Chairman |
Exhibit
99.1

VivoPower
Secures US$50 Million PIPE At US$7.50 Conversion Price Per Share
Blue
Sky Capital, a New York based specialist AI data center institutional investor and the first institutional investor in Nscale, led this
strategic investment round
Arctic
Securities acted as sole placement agent and introduced new institutional investors including EU, UK and Nordic based infrastructure
and real estate funds and family offices
GCC
(Gulf Cooperation Council) based family offices and entities associated with Chairman and CEO, Kevin Chin, also participated on the same
terms
The
PIPE is structured primarily as convertible preference shares that convert into a fixed number of Class A Ordinary Shares with no variable
share overhang
LONDON,
UK / OSLO, NORWAY – 29 July 2026 – VivoPower PLC, a leading B Corp-certified global developer and owner of powered land
and data center infrastructure for AI compute applications, today announced it has secured a definitive US$50 million strategic private
investment in public equity (PIPE) from a range of US, EU, UK and Nordic based institutional investors.
The
strategic raising was led by New York based investment group Blue Sky Capital (BSC), a specialist and early investor in AI data centers
globally. BSC was the first institutional investor in Nscale, a leading neocloud headquartered in the UK and with operations in the Nordics.
Additional institutional participation was introduced by Arctic Securities as sole placement agent and includes UK and EU based infrastructure
and real-estate focused institutional investors, together with Nordic family offices. Gulf Cooperation Council (GCC) based family offices
and entities associated with Kevin Chin, VivoPower’s Executive Chairman and Chief Executive Officer, also participated in the transaction
on the same terms.
The
net proceeds from the PIPE transaction will be applied to VivoPower’s Mo i Rana AI data center operational conversion in Norway
as well as for corporate debt reduction purposes.
The
PIPE is primarily in the form of convertible preference shares with a US$7.50 per share conversion price that may convert into a fixed
number of Class A Ordinary Shares, has a 6% annual PIK coupon and fixed price warrants priced at a premium to market.
Kevin
Chin, Executive Chairman and Chief Executive Officer of VivoPower, said: “This strategic financing further strengthens VivoPower’s
balance sheet and provides growth capital to accelerate our transition toward powered land and AI data center infrastructure commencing
with Mo i Rana in Norway. We are pleased to have broadened our base of long-term oriented institutional investors who share our vision
and recognize the value in what we are building.”
This
press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any
other jurisdiction, and no such offer, solicitation or sale shall be made in any jurisdiction in which such offer, solicitation or sale
would be unlawful.
The
securities were offered and sold only to Accredited Investors and non-US persons in reliance on Section 4(a)(2) of the Securities Act
of 1933, Rule 506(b) of Regulation D thereunder (US tranche) and Regulation S (non-US tranche), and will be issued as “restricted
securities” subject to a Rule 144 holding period.
About
VivoPower
Originally
founded in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning B Corporation with data center and powered land infrastructure
across Norway, Finland, and the United Arab Emirates. The Company’s mission is to be the independent, trusted partner for sovereign
nations that develop and operate sustainable data center infrastructure, ensuring sovereign control over power, data, and national intelligence.
In doing so, VivoPower helps sovereign nations bridge the gap between their energy assets and their AI ambitions by providing the Power-to-X
infrastructure necessary to build and control their own domestic intelligence hubs.
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.
Contact
Shareholder
Enquiries
media@vivopower.com