[6-K] VivoPower International PLC Current Report (Foreign Issuer)
Rhea-AI Filing Summary
VivoPower PLC has terminated its $180 million Form F-3 registration statement, which had allowed potential sales of its ordinary shares. The company confirms that no shares were issued or sold under this shelf and no further sales will be made pursuant to it.
Management states the decision follows a review of operating cash flow outlook, capital requirements, alternative economically non-dilutive funding sources at the project or asset level, and market conditions. VivoPower says its projected cash flow from operations and non-dilutive funding options remove the need to raise ATM capital and align with the Board’s focus on disciplined capital allocation and avoiding, where possible, dilutive equity raising.
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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
March 18, 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 Form 20-F or Form 40-F:
Form 20- F ☒ Form 40-F ☐
Termination of Form F-3 Registration Statement
On March 18, 2026, VivoPower PLC (the “Company” or “VivoPower”) announced that it has formally terminated its Form F-3 registration statement (File No. 333-292437) dated December 23, 2025, which was granted effectiveness on January 21, 2026 (the “F-3 Registration Statement”).
The F-3 Registration Statement provided for the potential sale of the Company’s ordinary shares. The Company confirms that no shares will be issued or sold pursuant to this F-3 Registration Statement.
The decision to terminate the F-3 Registration Statement 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 raising.
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 characterisations 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.
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: March 18, 2026 | VivoPower PLC |
| /s/ Kevin Chin | |
| Kevin Chin | |
| Executive Chairman |
Exhibit 99.1
VivoPower Terminates $180 Million F-3 Registration Statement
Decision reflects commitment to a strategy of non dilutive funding
Alternative potential capital sources available at project level
LONDON, March 18, 2026 - VivoPower PLC (Nasdaq: VIVO) (“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 Form F-3 registration statement, originally dated December 23, 2025 (the “F-3 Registration Statement”).
Effective immediately, the F-3 Registration Statement is no longer available to the Company, and no further sales of ordinary shares will be made pursuant to that filing. This decision underscores the Board’s commitment to a non-dilutive capital strategy and reflects management’s confidence in the Company’s current and projected cash flow from operations and alternative potential non dilutive funding sources.
About VivoPower
Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning B Corporation with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. Today, VivoPower’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, 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
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media@vivopower.com
Filing Exhibits & Attachments
2 documentsPress Releases
