Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-281065
Prospectus Supplement No. 3
(To Prospectus)
Up to 10,000,000 Ordinary Shares
This prospectus supplement is being filed to update and supplement the information contained in the prospectus (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-281065), as amended and supplemented, with the information contained in our Report on Form 6-K, furnished with the Securities and Exchange Commission on September 16, 2024. The Prospectus relates to the issuance by VivoPower International PLC of up to 10,000,000 Ordinary Shares in a best efforts offering.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “VVPR.” The last sale price of our Ordinary Shares on Nasdaq on September 13, 2024 was $2.11 per share.
We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. You should read the entire Prospectus, this prospectus supplement and any amendments or supplements carefully before you make your investment decision.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.
Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 16, 2024.
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
September 16, 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 ☐
On September 16, 2024, VivoPower International PLC (the “Company”, “VVPR”) issued a press release announcing that it has entered into a distribution heads of agreement with Sansure Biotech Inc (“Sansure”) for the distribution and supply of Mpox diagnostic tests and detection kits to cover Singapore, Hong Kong and Australia, with other markets under consideration. This proactive initiative is part of VivoPower’s business continuity planning (“BCP”) protocols to provide preventative measures for its own team and to supply valued partners and customers in the aforementioned markets. The heads of agreement is non-binding, but both parties will work towards finalising definitive documents.
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), Form F-3 (File No. 333-276509) and Form F-1 (File No. 333-267481).
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: September 16, 2024 | VivoPower International PLC |
| | |
| | /s/ Kevin Chin |
| | Kevin Chin |
| | Executive Chairman |
Exhibit 99.1
VivoPower secures Mpox diagnostic tests distribution heads of agreement for Singapore, Hong Kong and Australia with Sansure Biotech Inc
Sansure Biotech Inc (“Sansure”) is a US$1.4bn market capitalisation in vitro diagnostic solutions company listed on Shanghai Stock Exchange
Mpox virus footprint has significant overlap with key markets where VivoPower operates, including the Asia Pacific region, Australasia, Africa and the Middle East
The Singapore government has already introduced quarantine measures to contain the spread of the Mpox virus, with risk of other countries following suit
Distribution agreement is part of VivoPower’s business continuity planning protocols aimed at safeguarding employees, as well as facilitating distribution and supply to valued partners and customers
As a certified B Corporation, VivoPower is committed to the triple bottom line of People, Planet, and Profit; selected VivoPower management to fund pro bono distribution to disadvantaged communities
VivoPower intends to reinvest any surplus profits and cash generated from Mpox distribution agreements into its core sustainable energy solutions business
LONDON, 16 September 2024 /GLOBE NEWSWIRE/ – VivoPower International PLC (NASDAQ: “VVPR”) has announced a distribution heads of agreement with Sansure Biotech Inc (“Sansure”) for the distribution and supply of Mpox diagnostic tests and detection kits to cover Singapore, Hong Kong and Australia, with other markets under consideration.
This proactive initiative is part of VivoPower’s business continuity planning (“BCP”) protocols to provide preventative measures for its own team and to supply valued partners and customers in the aforementioned markets. The heads of agreement is non binding, but both parties will work towards finalising definitive documents.
As a certified B Corporation, VivoPower is committed to the triple bottom line of People, Planet, and Profit. In this regard, VivoPower has consistently prioritised not just the professional growth of its teams, but also their safety and health.
In addition, VivoPower’s chairman and chief executive officer, as well as certain other executive leadership team members, will contribute their own funds to enable pro bono distribution of Mpox diagnostic and detection testing solutions to charitable organisations in selected markets that in turn provide support to impoverished and underserved communities.
The World Health Organization declared the Mpox outbreak a public health emergency of international concern on 14 August 2024, the highest alert under international health law.
As of June 2024, according to the United Nations, there have been 99,176 confirmed cases and 208 deaths reported across 116 countries including several of VivoPower’s markets, with Africa experiencing the highest transmission rates.
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.
About Sansure Biotech
Established in 2008, Sansure Biotech Inc is a public company listed on the Shanghai Stock Exchange with over 2,000 employees and a market capitalisation in excess of US$1bn. It is an in vitro diagnostic solution provider integrating diagnostic reagents, instruments and independent clinic laboratory services with its own innovative gene technology as its core.
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.
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