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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended June 30,2025

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the fiscal year ended June 30, 2025

Commission file number 1-37974

VIVOPOWER INTERNATIONAL PLC

(Exact name of Registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organization)

Blackwell House, Guildhall Yard

London**, England EC2V 5AE**

United Kingdom

(Address of principal executive offices)

Kevin Chin, Chief Executive Officer

Tel:+44-203-667-5158

Blackwell House, Guildhall Yard, London, England EC2V 5AE United Kingdom

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Ordinary Shares, nominal value $0.12 per shareVVPRThe Nasdaq Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or Ordinary Shares as of the close of the period covered by the annual report.

Ordinary Shares, nominal value $0.12 per share12,527,212

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards Board ☒Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

TABLE OF CONTENTS

Introduction1
Forward-Looking Statements1
PART I2
Item 1. Identity of Directors, Senior Management and Advisors2
Item 2. Offer Statistics and Expected Timetable2
Item 3. Key Information2
A. Selected Financial Data2
B. Capitalization and Indebtedness2
C. Reasons for the Offer and Use of Proceeds2
D. Risk Factors2
Item 4. Information on the Company24
A. History and Development of the Company24
B. Business Overview25
C. Organizational Structure29
D. Property, Plant and Equipment29
Item 4A. Unresolved Staff Comments30
Item 5. Operating and Financial Review and Prospects30
A. Operating Results30
B. Liquidity and Capital Resources39
C. Research and Development, Patents, Licenses, etc.45
D. Trend Information46
E. Critical Accounting Estimates46
Item 6. Directors, Senior Management and Employees47
A. Directors and Senior Management47
B. Board Diversity50
C. Compensation50
D. Board Practices52
E. Employees55
F. Share Ownership56
G. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation57
Item 7. Major Shareholders and Related Party Transactions57
A. Major Shareholders57
B. Related Party Transactions58
C. Interests of Experts and Counsel60
Item 8. Financial Information60
A. Consolidated Statements and Other Financial Information60
B. Significant Changes61
Item 9. The Offer and Listing61
A. Offering and Listing Details61
B. Plan of Distribution61
C. Markets61
D. Selling Shareholders61
E. Dilution61
F. Expenses of the Issue61
Item 10. Additional Information62
A. Share Capital62
B. Memorandum and Articles of Association62
C. Material Contracts62
D. Exchange Controls62
E. Taxation62
F. Dividends and Paying Agents68
G. Statements by Experts68
H. Documents on Display69
I. Subsidiary Information69
Item 11. Quantitative and Qualitative Disclosures about Market Risk69
Item 12. Description of Securities Other than Equity Securities70

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Table of Contents

PART II70
Item 13. Defaults, Dividend Arrearages and Delinquencies70
Item 14. Material Modifications to the Rights of Securityholders and Use of Proceeds70
Item 15. Controls and Procedures71
Item 16. [Reserved]71
Item 16A. Audit Committee Financial Expert71
Item 16B. Code of Ethics71
Item 16C. Principal Accountant Fees and Services72
Item 16D. Exemption from the Listing Standards for Audit Committees73
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers73
Item 16F. Change in Registrant’s Certifying Accountant73
Item 16G. Corporate Governance73
Item 16H. Mine Safety Disclosure73
PART III74
Item 17. Financial Statements74
Item 18. Financial Statements74
Item 19. Exhibits74
Index to Consolidated Financial StatementsF-1

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Table of Contents

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.