Business Context and Reporting Period
Company: VivoPower International PLC
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: December 29, 2025
Subject: Update on Distribution Agreements
The Company entered into an Equity Distribution Agreement on December 23, 2025, with Chardan Capital Markets LLC to facilitate the potential sale of ordinary shares.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, or debt metrics. It is a disclosure of a corporate action regarding equity distribution.
- Maximum Offering Size: Up to $11,400,000 in aggregate offering price.
- Share Nominal Value: $0.12 per share.
- Agent Commission: 3% of gross proceeds from any sales.
- Expense Reimbursement Cap: Up to $75,000 for actual, reasonable, and documented costs (including legal fees).
Material Changes
The material change disclosed is the execution of a new "at-the-market" (ATM) equity distribution agreement. This provides the Company with the option, but not the obligation, to sell shares on the Nasdaq Capital Market or other existing trading markets. No sales have been confirmed as of the filing date.
Guidance, Outlook, and Risks
Management Commentary: The Company explicitly states it is not obligated to make any sales under the Agreement and cannot provide assurance that it will do so.
Termination Conditions: The Agreement terminates upon the earlier of:
- Sale of shares with an aggregate offering price of $11,400,000.
- Termination by either party with 10 days' written notice.
Risks and Contingencies: The Agent may terminate the Agreement if:
- A material adverse change occurs.
- The Company fails to perform (subject to a 30-day cure period for delivery failures).
- Trading is suspended or limited.
Investor Verification Checklist
- Verify the current share price and trading volume on Nasdaq to assess the potential dilution impact of a $11.4 million offering.
- Review the full Equity Distribution Agreement (Exhibit 10.1) for specific pricing mechanisms and blackout periods.
- Monitor subsequent filings for actual sales activity under this agreement.
- Confirm the Company's current cash position to understand the necessity of this potential capital raise.