VivoPower (NASDAQ: VVPR) terminates at-the-market equity facility
Rhea-AI Filing Summary
VivoPower International PLC has terminated its at-the-market equity offering agreement with Chardan Capital Markets, which allowed potential sales of ordinary shares under a Form F-3 shelf registration. The company states that no further shares will be issued or sold under this facility.
Management explains that projected cash flow from operations and expected economically non-dilutive funding sources remove the need to raise equity capital at this time. The move is presented as consistent with the Board’s focus on disciplined capital allocation and avoiding, where possible, dilutive capital raisings.
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Insights
VivoPower ends its ATM equity facility, citing adequate projected cash flow and non-dilutive funding options.
VivoPower has terminated its at-the-market equity offering arrangement with Chardan, which had allowed flexible issuance of ordinary shares under a shelf registration. The company confirms that no additional shares will be issued or sold pursuant to this agreement.
Management attributes the decision to its current operating cash flow outlook and access to economically non-dilutive capital sources, framed as aligning with a strategy of disciplined capital allocation and limiting dilution. This indicates a preference, at present, for funding operations and projects without issuing new equity.
The actual impact will depend on how projected operating cash flows and alternative funding sources develop, as well as future capital needs described in subsequent company filings. For now, the change mainly affects the company’s toolkit for potential equity issuance rather than reflecting a completed financing transaction.
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
February 2, 2026
Commission File Number 001-37974
VIVOPOWER INTERNATIONAL PLC
(Translation of registrant’s name into English)
Blackwell
House, Guildhall Yard
London EC2V 5AE
United Kingdom
+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 At-the-Market Offering Agreement
On February 2, 2026, VivoPower International PLC (the “Company” or “VivoPower”) today announced that it has formally terminated its “at-the-market” equity offering agreement (the “ATM Agreement”) with Chardan Capital Markets, LLC, dated December 23, 2025.
The ATM Agreement provided for the potential sale of the Company’s ordinary shares under the Company’s Form F-3 shelf registration statement dated March 27, 2024. The Company confirms that no further shares will be issued or sold pursuant to this ATM Agreement.
The decision to terminate the ATM facility 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 raisings.
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. 333-276509).
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: February 2, 2026 | VivoPower International PLC |
| /s/ Kevin Chin | |
| Kevin Chin | |
| Executive Chairman |
Exhibit 99.1
VivoPower International PLC Announces Termination of At-the-Market (ATM) Equity Offering Agreement
LONDON, February 2, 2026 — VivoPower International PLC (NASDAQ: VVPR) (“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 “at-the-market” equity offering agreement (the “ATM Agreement”) with Chardan Capital Markets, LLC, dated December 23, 2025.
The ATM Agreement provided for the potential sale of the Company’s ordinary shares under the Company’s Form F-3 shelf registration statement dated March 27, 2024. The Company confirms that no further shares will be issued or sold pursuant to this ATM Agreement.
The decision to terminate the ATM facility 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 raisings.
About VivoPower
Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower operates with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. An award-winning global sustainable energy solutions B Corporation, VivoPower is scaling up its power to X strategy with a focus on developing, building, and owning low-cost, sustainable powered land and data center infrastructure in select sovereign nations to be leased out for AI use cases. It also has three other business units, Tembo, Caret Digital, and Vivo Federation, which are in the process of being spun out or divested. Tembo is focused on electric solutions for off-road and on-road customized and ruggedized fleet applications, as well as ancillary financing, charging, battery, and microgrid solutions. Caret Digital is a power-to-x business focused on the highest and best use cases for renewable power, including digital asset mining. Vivo Federation is the digital asset arm of VivoPower, focused on XRPL-based real-world blockchain applications and maintaining exposure to Ripple Labs shares and XRP tokens.
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.
Media Contacts
VivoPower: media@vivopower.com
FAQ
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