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
5, 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 ☐
VivoPower Completes Definitive Agreement with
KWeather, Advances Strategic Exit From Digital Asset Holdings with No Realized or Unrealized Losses
On
February 5, 2026, VivoPower International PLC (“VivoPower” or the “Company”), a leading B Corp-certified
global developer and owner of powered land and data center infrastructure for AI compute applications, confirms that it has completed
a definitive agreement with Kweather Co., Ltd, a KOSDAQ-listed company (“KWeather”), which would involve KWeather acquiring
the economic rights to some of VivoPower’s holdings in Ripple Lab shares, with VivoPower securing 20% of KWeather shares worth
$4.3m. The balance of the Ripple Labs shares held by VivoPower will be acquired by Lean Ventures of South Korea pursuant to a definitive
partnership agreement that was announced in December 2025.
This
provides the mechanism for VivoPower to strategically exit its digital asset holdings. VivoPower will not be acquiring any further digital
assets on its balance sheet and confirms that it has not incurred aggregate realized or unrealized losses on its digital asset positions.
VivoPower
confirms that Ripple Labs share transactions with its partners, KWeather and Lean Ventures, will be conducted at market value and will
be in accordance with the Ripple Labs approval process.
VivoPower
will continue to focus its capital and resources on scaling up its data center infrastructure business.
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 5, 2026 |
VivoPower
International PLC |
| |
|
| |
/s/
Kevin Chin |
| |
Kevin
Chin |
| |
Executive
Chairman |
Exhibit
99.1

VivoPower
Completes Definitive Agreement with KWeather, Advances Strategic Exit from Digital Asset Holdings with No Realized or Unrealized Losses
VivoPower
to advise and support KWeather in procuring Ripple Lab shares, including some on its own balance sheet
Balance
of Ripple Lab shares held by VivoPower to be economically acquired by Lean Ventures
VivoPower
confirms it has not incurred any realized or unrealized losses on digital asset holdings
VivoPower
to receive $4.3million worth of KWeather shares representing 20% shareholding
VivoPower
to recycle profits and capital released to concentrate its focus and resources on its data center infrastructure strategy
LONDON,
February 05, 2026 (GLOBE NEWSWIRE) - 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, confirms
that it has completed a definitive agreement with Kweather Co., Ltd, a KOSDAQ-listed company (“KWeather”), which would
involve KWeather acquiring the economic rights to some of VivoPower’s holdings in Ripple Lab shares, with VivoPower securing 20%
of KWeather shares worth $4.3m. The balance of the Ripple Labs shares held by VivoPower will be acquired by Lean Ventures of South
Korea pursuant to a definitive partnership agreement that was announced in December 2025.
This
provides the mechanism for VivoPower to strategically exit its digital asset holdings. VivoPower will not be acquiring any further digital
assets on its balance sheet and confirms that it has not incurred aggregate realized or unrealized losses on its digital asset positions.
VivoPower
confirms that Ripple Labs share transactions with its partners, KWeather and Lean Ventures, will be conducted at market value and will
be in accordance with the Ripple Labs approval process.
VivoPower
will continue to focus its capital and resources on scaling up its data center infrastructure business.
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 digital assets.
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
Shareholder
Enquiries
shareholders@vivopower.com