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
December
11, 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
☐
LONDON,
11 December 2024 – On December 10, 2024, VivoPower International PLC (Nasdaq: VVPR) (“VivoPower” or the “Company”)
received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company’s
common stock has maintained a minimum bid closing price of $1.00 per share or greater for 10 consecutive business days. Accordingly,
the Company has regained compliance with Listing Rule 5550(a)(2).
A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This
Report on Form 6-K, including Exhibit 99.1, 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
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:
December 11, 2024 |
VivoPower International PLC |
|
|
|
/s/ Kevin Chin |
|
Kevin Chin |
|
Executive Chairman |
Exhibit
99.1
Vivopower Receives Notification of Recompliance with Nasdaq’s
Minimum Bid Price Rule
LONDON,
December 11, 2024 (GLOBE NEWSWIRE)- On December 10, 2024, VivoPower International PLC (Nasdaq: VVPR) (“VivoPower” or
the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
indicating that the Company’s common stock has maintained a minimum bid closing price of $1.00 per share or greater for 10 consecutive
business days. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2).
About
VivoPower
Established
in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning global sustainable energy solutions B Corporation company focussed
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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