VivoPower International PLC美股招股说明书(2025-12-23版)

VIVOPOWER INTERNATIONAL PLC Up to $11,400,000 of Ordinary Shares We have entered into an equity distribution agreement (the “Sales Agreement”) with Chardan Capital Markets LLC (“Chardan”)relating to the sale of our ordinary shares, nominal value $0.12 per share (“Ordinary Shares”). In accordance with the terms of theSales Agreement, under this prospectus supplement, we may offer and sell, from time to time, Ordinary Shares having an aggregate Sales of Ordinary Shares, if any, under this prospectus supplement and accompanying prospectus will be made by any methodpermitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (“SecuritiesAct”). Chardan is not required to sell any specific amount but will act as our exclusive sales agent using commercially reasonableefforts consistent with its normal trading and sales practices, on mutually agreed terms between Chardan and us. There is no The compensation to Chardan for the sales of Ordinary Shares sold under the Sales Agreement will be 3.0% of the gross proceeds thatwe receive from the sales. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. See“Plan of Distribution”beginning on page S-9 for additional information regarding the compensation to be paid to Chardan. In connection with the sale of the Our Ordinary Shares trade on the Capital Market of The Nasdaq Stock Market (“Nasdaq”) under the symbol “VVPR.” The last saleprice of our Ordinary Shares on December 22, 2025 was US$2.52 per share. Investing in our Ordinary Shares involves a high degree of risks. See“Risk Factors”beginning on page S-6 of this prospectussupplement, on page 6 of the accompanying prospectus and in the documents incorporated by reference into this prospectus Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any Sole Placement Agent Chardan Capital Markets LLC The date of this Prospectus Supplement is December 23, 2025 Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, including the documents incorporated byreference, which describe the specific terms of this offering and other matters relating to us. The second part is the accompanyingprospectus, which provides more general information about us and the securities we may offer from time to time, some of which maynot apply to this offering. This prospectus supplement and the accompanying prospectus are part of the registration statement on FormF-3 (Registration No. 333-276509) that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf’registration process. Under this “shelf’ registration process, we may, from time to time, sell or issue any of the combinations ofsecurities described in the accompanying prospectus in one or more offerings with a maximum aggregate offering price of up to US$18,000,000. Each time we sell securities, we provide a prospectus supplement that contains specific information about the terms of To the extent there is a conflict between the information contained in this prospectus supplement and the accompanyingprospectus, you should rely on the information in this prospectus supplement. This prospectus supplement, the accompanyingprospectus, and the documents we incorporate by reference herein and therein include important information about us, this offering The distribution of this prospectus supplement and the accompanying prospectus and the offering of the securities in certainjurisdictions may be restricted by law. We are not, and the placement agent is not, making an offer of the securities in any jurisdictionwhere the offer is not permitted. People who come into possession of this prospectus supplement and the accompanying prospectusshould inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do You should rely only on the information contained in or incorporated by reference in this prospectus supplement, theaccompanying prospectus, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We havenot, and the placement agent has not, authorized any person to provide you with any information or to make any representation otherthan as contained in this prospectus supplement or in the accompanying prospectus and the information incorporated by referenceherein and therein. We and the placement agent do not take any responsibility for, and can provide no assurance as to the reliability of,any information that others may provide you. The information appearing or incorporated by reference in this p