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
For
the month of September 2024
Commission
File Number 001-37974
VIVOPOWER
INTERNATIONAL PLC
(Translation
of registrant’s name into English)
The
Scalpel, 18th Floor, 52 Lime Street
London
EC3M 7AF
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 ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Completion
of offering of Ordinary Shares to institutional investors
As
of the date of this Report on Form 6-K (this “Report”), the Company has issued an aggregate of 3,200,000 Ordinary Shares
to institutional investors, providing the Company with approximately $4 million in gross proceeds.
The
offering was terminated early and closed after market on September 27, 2024.
On
September 17, 2024, VivoPower International PLC (the “Company”) entered into a placement agency agreement (the “Placement
Agency Agreement”) with Chardan Capital Markets LLC, to act as the exclusive placement agent (the “Placement Agent”)
on a best efforts basis in connection with an offering of up to 10,000,000 of its ordinary shares, par value $0.12 per share (the “Ordinary
Shares”) at a price of $1.25 per Ordinary Share (the “Offering”). The Offering was made pursuant to the prospectus
included in the Company’s Registration Statement on Form F-1 (Registration No. 333-281065), initially filed with the U.S. Securities
and Exchange Commission (the “SEC”) on July 26, 2024 (as amended and supplemented, the “Registration Statement”).
The Registration Statement was declared effective on August 29, 2024. The final prospectus was filed on September 19, 2024. The documents
relating to this Offering, including the Registration Statement and the final prospectus, are available on the SEC’s website at
www.sec.gov.
Pursuant
to the terms of the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 6.5% of the gross proceeds
raised in the Offering. The Company also granted the Placement Agent, for a period of nine months from the closing of the Offering, the
right, on at least the same terms and conditions offered to the Company by other investment banking service providers, to provide investment
banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the Company,
which right is exercisable in the Placement Agent’s sole discretion.
In
addition, in accordance with the terms of the Placement Agency Agreement, each of the Company’s directors and officers, and certain
shareholders, have entered into lock-up agreements (the “Lock-Up Agreements”) that generally prohibit the sale, transfer,
or other disposition of the Company’s securities, without the prior written consent of the Placement Agent, for a period of 45
days following the date of closing of the Offering.
The
Company intends to use the net proceeds of the Offering, together with existing cash and cash equivalents, to reduce its debts,
including monies owed to shareholders, to fund inventory for customer orders, and for general corporate purposes.
The
foregoing description of the Placement Agency Agreement and the Lock-Up Agreements are qualified in their entirety by reference to the
full text of the Amendment No.1 to the Placement Agency Agreement and the form of Lock-Up Agreement, which are attached hereto as Exhibit 10.1
and 10.2, respectively, to this Report, and which are incorporated herein in their entirety by reference.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
EXHIBIT
INDEX
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:
September 30, 2024 |
VivoPower
International PLC |
| |
|
| |
/s/
Kevin Chin |
| |
Kevin
Chin |
| |
Executive
Chairman |
Exhibit
10.1
AMENDMENT
NO. 1 TO PLACEMENT AGENCY AGREEMENT
This
Amendment No. 1 to Placement Agency Agreement (this “Amendment”), dated as of September 26, 2024, is by and between
VivoPower International PLC, a company incorporated under the laws of England and Wales (the “Company”), and Chardan
Capital Markets, LLC (“Chardan” or the “Placement Agent”).
WHEREAS,
the Company and the Placement Agent entered into that certain Placement Agency Agreement dated as of September 17, 2024 (the “PAA”);
WHEREAS,
the Company and the Placement Agent wish to amend the PAA to reflect an increase in the size of the offering as set forth in this Amendment.
NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, the parties hereto agree
as follows:
1.
The first sentence of the introductory paragraph of the PAA is hereby deleted and replaced in its entirety with the following.
“Subject
to the terms and conditions herein (this “Agreement”), VivoPower International PLC, a company incorporated under the
laws of England and Wales (the “Company”), hereby agrees to sell up to an aggregate of 3,200,000 ordinary shares (the
“Shares”) of the Company, nominal value $0.12 (the “Ordinary Shares”) directly to various investors
(each, an “Investor” and, collectively, the “Investors”) through Chardan Capital Markets, LLC as
placement agent (the “Placement Agent”). The documents executed and delivered by the Company and the Investors in
connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase
Agreement”), if applicable, shall be collectively referred to herein as the “Transaction Documents.” The purchase
price to the Investors for each Share is $1.25. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers
on its behalf in connection with the Offering.”
2.
Capitalized terms not otherwise defined herein shall the respective meanings ascribed to them in the PAA.
3.
Except as herein above amended, the terms and provisions of the PAA as amended shall remain in full force and effect.
4.
This Amendment may be executed in any number of counterparts, each of which shall be considered an original for all purposes.
5.
This Amendment shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of each of the parties
hereto.
6.
This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York.
[Signature
Page Follows]
| |
Very
truly yours, |
| |
|
| |
Chardan
Capital Markets, LLC |
| |
|
|
| |
By:
|
/s/
George Kaufman |
| |
Name: |
George
Kaufman |
| |
Title:
|
Partner
and Head of Investment Banking |
Accepted
and Agreed to as of
the
date first written above:
| VIVOPOWER
INTERNATIONAL PLC |
| |
| By:
|
/s/
Kevin Chin |
|
| Name: |
Kevin
Chin |
|
| Title:
|
Chief
Executive Officer |
|
Exhibit
10.2
[●],
2024
Chardan
Capital Markets, LLC
1
Pennsylvania Plaza
Suite
4800
New
York, NY 10119
Re:
Placement of VivoPower International PLC
Ladies
and Gentlemen:
The
undersigned, a holder of securities of VivoPower International PLC, a company incorporated under the laws of England and Wales (the “Company”),
or in the undersigned’s capacity as a director or executive officer of the Company, understands that the Company proposes to enter
into an agreement (the “Placement Agreement”) with you as the placement agent (the “Placement Agent”),
providing for the public offering (the “Offering”) of the Shares. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth for them in the Placement Agreement.
In
consideration of the Placement Agent’s agreement to proceed with the Placement of the Shares, and for other good and valuable consideration,
receipt of which is hereby acknowledged, the undersigned hereby agrees, for the benefit of the Company and the Placement Agent that,
without the prior written consent of the Placement Agent, the undersigned will not, during the period specified in the following paragraph
(the “Lock-Up Period”), directly or indirectly, unless otherwise provided herein, (a) offer, sell, agree to offer
or sell, solicit offers to purchase, convert, exercise, exchange, grant any call option or purchase any put option with respect to, pledge,
encumber, assign, borrow or otherwise dispose of or transfer (each a “Transfer”) any Relevant Security (as defined
below) or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position”
or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Securities
Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder) with respect to any Relevant Security
or otherwise enter into any swap, derivative or other transaction or arrangement that Transfers to another, in whole or in part, any
economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by the delivery of Relevant
Securities, other securities, cash or other consideration, or otherwise publicly disclose the intention to do so. As used herein, the
term “Relevant Security” means any Ordinary Shares, or any other security of the Company or any other entity that is convertible
into, or exercisable or exchangeable for, Ordinary Shares or any other equity security of the Company, in each case owned beneficially
or otherwise by the undersigned on the the Closing Date or acquired by the undersigned during the Lock-Up Period.
The
Lock-Up Period will commence on the date of this Lock-up Agreement and continue and include the date that is forty-five (45) days after
the Closing Date of the Offering.
In
addition, the undersigned further agrees that, except for the Registration Statement or any Prospectus filed or to be filed in connection
with the Offering, without the prior written consent of the Placement Agent, during the Lock-Up Period the undersigned will not: (i)
file or participate in the filing with the Commission of any registration statement or circulate or participate in the circulation of
any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering or sale of a Relevant
Security, or (ii) exercise any rights the undersigned may have to require registration with the Commission of any proposed offering or
sale of a Relevant Security. The restrictions in this Agreement shall not apply to any exercise (including (x) a cashless exercise or
(y) any broker-assisted exercise and payment of tax obligations occurring during the Lock Up Period) of options or warrants to purchase
Ordinary Shares; provided that any Ordinary Shares received upon such exercise, conversion or exchange will be subject to this Lock-Up
Agreement.
In
furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period
to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the share register
and other records relating to, the Relevant Securities for which the undersigned is the record owner and the transfer of which would
be a violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not
the record owner, agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline
to transfer, and to note stop transfer restrictions on the share register and other records relating to, such Relevant Securities to
the extent such transfer would be a violation of this Lock-Up Agreement.
Notwithstanding
the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:
(i)
as a bona fide gift or gifts,
(ii)
to any trust, partnership, limited liability company or other legal entity commonly used for estate planning purposes which is established
for the direct or indirect benefit of the undersigned or a member of members of the immediate family of the undersigned,
(iii)
if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation,
partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405
under the Securities Act) of the undersigned, (2) to limited partners, limited liability company members or stockholders of the undersigned,
or (3) in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change
of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Lock-Up Agreement,
(iv)
if the undersigned is a trust, to the beneficiary of such trust,
(v)
by testate or intestate succession,
(vi)
by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, or
(vii)
pursuant to the Placement Agreement;
provided,
in the case of clauses (i)-(vi), that (A) such transfer shall not involve a disposition for value, (B) the transferee agrees in writing
with the Placement Agent and the Company to be bound by the terms of this Lock-Up Agreement, and (C) such transfer would not require
any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made.
For
purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more
remote than first cousin.
The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and
that this Lock-Up Agreement has been duly authorized (if the undersigned is not a natural person) and constitutes the legal, valid and
binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the undersigned will execute any additional
documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the successors
and assigns of the undersigned from the date of this Lock-Up Agreement.
The
undersigned, whether or not participating in the Placement, understands that the Placement Agent is proceeding with the Placement in
reliance upon this Lock-Up Agreement.
The
undersigned understands that the undersigned shall be released from all obligations under this Lock-Up Agreement if (i) the Company notifies
the Placement Agent that it does not intend to proceed with the Offering or (ii) the Placement Agreement does not become effective, or
if the Placement Agreement shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder.
This
Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict
of laws principles thereof. Delivery of a signed copy of this Lock-Up Agreement by facsimile or e-mail/.pdf transmission shall be effective
as the delivery of the original hereof.
Very
truly yours,
Signature:
_________________________________________
Name
(printed): _____________________________________
Title
(if applicable): __________________________________
Entity
(if applicable): _________________________________
Exhibit
99.1
VivoPower decides to close F-1 offering, after successfully raising $4m in
gross proceeds from institutional investors
Issue
of common stock only
Funds
will be used to reduce debt and fund inventory for customer orders
Transition
to capital light business model significantly reduces funding requirements
LONDON,
September 30, 2024 /GLOBE NEWSWIRE/ – VivoPower International PLC (NASDAQ: VVPR) (“VivoPower”),
a global sustainable energy solutions company, is pleased to announce it has closed its F-1 offering, after the issuance of
an aggregate of 3,200,000 Ordinary Shares to institutional investors. The offering was terminated and closed after market on
September 27, 2024.
The
offering provides the Company with approximately $4 million in gross proceeds, which will be used for reducing debt and to fund inventory for customer orders. With the Company now having transitioned to a capital
light business model leveraging its strategic supply chain across Asia, there is no longer a requirement for it to build out assembly
and manufacturing facilities.
Chardan acted as the sole placement agent in connection with this offering.
The
securities described above were offered pursuant to a registration statement on Form F-1, (Registration No. 333-281065), initially filed
with the U.S. Securities and Exchange Commission (the “SEC”) on July 26, 2024 (as amended and supplemented, the “Registration
Statement”). The Registration Statement was declared effective on August 29, 2024. The final prospectus was filed on September
19, 2024. The documents relating to this Offering, including the Registration Statement and the final prospectus, are available on the
SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale
of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful before registration or qualification
under the securities laws of any such jurisdiction.
About
VivoPower
Established
in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning global sustainable energy solutions B Corporation company focused
on electric solutions for off-road and on-road customised and ruggedised fleet applications as well as ancillary financing, charging,
battery and microgrids solutions.
VivoPower’s
core purpose is to provide its customers with turnkey decarbonisation solutions that enable them to move toward net-zero carbon status.
VivoPower has operations and personnel covering Australia, Canada, the Netherlands, the United Kingdom, the United States, the Philippines,
and the United Arab Emirates.
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.
Contact
Shareholder
Enquiries
shareholders@vivopower.com
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