VivoPower International PLC美股招股说明书(2025-05-29版)

VivoPower International PLC (“VivoPower,” “we,” “us” or the “Company”) is offering in a best efforts offering under this prospectus of up to18,800,000 Ordinary Shares, nominal value $0.12 (the “Ordinary Shares”). The offering price of the Ordinary Shares is $6.05 per OrdinaryShare. Our Ordinary Shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “VVPR.” The last sale price of our OrdinaryShares on May 27, 2025 was $6.04 per share. We have engaged Chardan Capital Markets LLC (“Chardan”) as our exclusive placement agent, or the Placement Agent, to use its reasonablebest efforts to solicit offers to purchase our securities in this offering. The Placement Agent is not purchasing or selling any of the securities weare offering and is not required to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is nominimum offering amount required as a condition to closing in this offering the actual public offering amount, placement agent’s fee, andproceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth belowand throughout this prospectus. We have agreed to pay the Placement Agent the placement agent fees set forth in the table below. See “Plan ofDistribution” on page 95 of this prospectus for more information. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the Ordinary Sharesoffered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund inthe event that we do not sell an amount of Ordinary Shares sufficient to pursue the business goals described in this prospectus. Because there isno minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill ourobjectives due to a lack of interest in this offering. Also, any proceeds from the sale of Ordinary Shares offered by us will be available for ourimmediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. This offering will terminate fifteen days following the date of the placement agency agreement between the Company and the Placement Agent(the “placement agency agreement”), unless we decide to terminate the offering (which we may do at any time in our discretion) prior to thatdate. The Ordinary Shares will be offered at a fixed price and we expect to have one or more closings for all the securities purchased in thisoffering. (1)Assumes the sale of 100% of the Ordinary Shares offered in this offering. Since this is a best efforts offering, we may not sell all or any ofthe Ordinary Shares offered pursuant to this prospectus. (2)In connection with this offering, we have agreed to pay to Chardan, as Placement Agent, a cash fee equal to 6.5% of the gross proceedsreceived by us in the offering. For a description of the additional compensation to be received by Chardan, see “Plan of Distribution.” Investing in our Ordinary Shares is highly speculative and involves a high degree of risk. See“Risk Factors”beginning on page 11 ofthis prospectus to read about factors you should consider before buying our Ordinary Shares. We are a “foreign private issuer” as defined under the federal securities laws, and, as such, we are subject to reduced public companyreporting requirements. See the section entitled “Prospectus Summary—Implications of Being a Foreign Private Issuer” for additionalinformation. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of the disclosures in this prospectus. Any representation to the contrary is a criminal offense. We will deliver the Ordinary Shares being issued to the investors electronically, upon closing and receipt of investor funds for the purchase ofthe Ordinary Shares offered pursuant to this prospectus. The date of this prospectus is May 27, 2025 Chardan TABLE OF CONTENTS PageProspectus Summary2The Offering10Risk Factors11Special Note Regarding Forward-Looking Statements34Use of Proceeds36Market for Ordinary Shares and Dividend Policy36Capitalization36Unaudited Pro Forma Financial Information38Operating and Financial Review and Prospects42Business66Management72Major Shareholders and Related Party Transactions84Taxation88Plan of Distribution95Description of our Securities Being Registered97Expenses111Legal Matters112Experts112Enforcement of Judgments112Where You Can Find More Information112Index to Consolidated Financial StatementsF-1 ABOUT THIS PROSPECTUS The registration statement of which this prospectus forms a part that we filed with the Securities and Exchange Commission (the “SEC”)includes exhibits that provide more detail of the matters discussed in this prospectus. You should rea