[424B3] VivoPower International PLC Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

The Schedule 13G filed on 3 July 2025 reveals that Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC collectively own 153,219 Bone Biologics Corporation (BBLG) common shares, equal to 9.99 % of the class. The position consists of 148,500 issued shares and 4,791 shares underlying Intracoastal Warrant 2; all voting and dispositive power is shared among the three reporting persons.

The stake originates from a Securities Purchase Agreement signed on 27 June 2025, under which the Company issued 60,000 shares and seven separate warrants to Intracoastal. Each warrant carries an ownership “blocker” that prevents exercise if the group’s beneficial ownership would exceed 9.99 % (or 4.99 % for several smaller warrants). Because of these blockers the group remains below the 10 % threshold required for Section 16 reporting.

Without the blocker provisions, the reporting group could control up to 821,294 shares immediately after the SPA and 719,794 shares as of 3 July 2025—more than 1.3× the 545,260 shares outstanding on 20 June 2025—indicating significant potential dilution for existing holders if the warrants become exercisable.

The certification section states the securities were not acquired to influence control of the issuer. Nonetheless, investors should monitor (1) the pace of warrant exercises, (2) any amendments to blocker thresholds, and (3) future Schedule 13D/G updates that could signal a change in intent or ownership.

Positive

• Capital commitment: Intracoastal received shares and warrants through a Securities Purchase Agreement, supplying fresh equity capital to Bone Biologics.
• Ownership blockers cap the reporting group’s stake at 9.99 %, limiting immediate dilution and preventing a sudden change-of-control situation.

Negative

• Warrant overhang: Up to ~720k–820k additional shares could be issued, potentially more than doubling the current float and diluting existing shareholders.
• Concentrated voting power: All 153,219 shares are subject to shared voting/dispositive control, enabling coordinated action if intent changes.

Insights

Securities Analyst

TL;DR: 9.99 % cap keeps current dilution modest, but warrants could more than double float if blockers waived.

The filing confirms a near-control threshold stake by Intracoastal and its principals, obtained via a recent capital raise. Present ownership is below 10 %, limiting immediate governance impact. However, the warrants—many struck with identical 9.99 % or 4.99 % blockers—could expand the share count by roughly 720k–820k shares relative to a 545k base, a dilution risk exceeding 100 %. The investors’ certification of passive intent and the presence of blockers mitigate near-term concerns, yet the large option overhang warrants close monitoring. From a valuation perspective, the market should factor in potential supply as the company’s share count is already small.

Corporate Governance Expert

TL;DR: Coordinated 9.99 % holding signals passive status now, but sizable warrants confer future influence potential.

The group’s Schedule 13G (rather than 13D) filing and explicit certification indicate no present activism agenda. Shared voting and dispositive power among Kopin, Asher and Intracoastal suggests unified action if their stance changes. Blocker provisions strategically keep the group just under governance trigger points while preserving economic upside. Should corporate events lift the blockers—through share-count expansion or waiver—the investors could rapidly shift to an active stance with >10 % ownership. Current impact is therefore neutral, but governance risk rises if cumulative exercises breach thresholds.

Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-287060

Prospectus Supplement No. 2

(To Prospectus)

Up to 18,800,000 Ordinary Shares

This prospectus supplement is being filed to update and supplement the information contained in the prospectus (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-287060), filed with the Securities and Exchange Commission on May 7, 2025. The Prospectus relates to the issuance by VivoPower International PLC of up to 18,800,000 Ordinary Shares in a best efforts offering.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

As disclosed in the Prospectus, the offering was originally scheduled to terminate fifteen days following the date of the Placement Agency Agreement. As previously disclosed in Prospectus Supplement No. 1 to the Prospectus, dated June 13, 2025, the offering period was extended until July 7, 2025, with the option to further extend it by an additional 15 business days with the mutual consent of the Company and Chardan. We are hereby further extending the offering period until July 28, 2025, which may be extended for a further 15 business day period with the mutual consent of the Company and Chardan, unless terminated earlier by us in our sole discretion. The Company is extending the offering period to allow additional time to conclude ongoing discussions with prospective strategic investors in the digital asset industry, both within the United States and internationally.

Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “VVPR.” The last sale price of our Ordinary Shares on Nasdaq on July 2, 2025 was $4.61 per share.

We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. You should read the entire Prospectus, this prospectus supplement and any amendments or supplements carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is July 3, 2025.

FAQ

How much of Bone Biologics (BBLG) do Intracoastal and its principals currently own?

They beneficially own 153,219 shares, or 9.99 % of the outstanding common stock.

What is the maximum number of BBLG shares that could be issued under the warrants held by Intracoastal?

If all blocker provisions were removed, the group could control up to 719,794–821,294 shares depending on the reference date.

Why do the warrants include 9.99 % and 4.99 % blocker provisions?

The blockers prevent warrant exercise that would raise beneficial ownership above specified thresholds, avoiding Section 16 obligations and potential change-of-control triggers.

When was the Securities Purchase Agreement executed?

The SPA was signed on 27 June 2025, with the closing referenced in the filing.

How many shares outstanding were used to calculate the 9.99 % ownership?

The filing references 545,260 shares outstanding as of 20 June 2025.

Do the reporting persons intend to influence control of Bone Biologics?

Their certification states the securities were not acquired for the purpose of changing or influencing control.