S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VivoPower International Plc

(Exact name of registrant as specified in its charter)

England and Wales	Not applicable
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
The Scalpel, 18th Floor, 52 Lime Street London EC3M 7AF United Kingdom	Not Applicable
(Address of principal executive offices)	(Zip Code)

VivoPower International PLC 2017 Omnibus Equity Incentive Plan

(Full title of the plan)

Corporation Service Company

251 Little Falls Drive Wilmington, DE 19808

United States

(Name and address of agent for service)

+1 302 636 5400

(Telephone number, including area code, of agent for service)

Copies to:

Daniel A. Bagliebter, Esq.

Jeffrey D. Cohan, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

919 Third Avenue

New York, NY 10022

Telephone: (212) 935-3000

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

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

If an emerging growth company, 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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement registers an aggregate of 958,421 additional ordinary shares, nominal value $0.012 per share (the “Ordinary Shares”), of VivoPower International PLC (the “Registrant”) reserved under the VivoPower International PLC 2017 Omnibus Equity Incentive Plan (the “Plan”), representing an increase of 958,421 Ordinary Shares reserved under the Plan effective on December 8, 2022. This Registration Statement registers additional securities of the same class as other securities for which registration statements filed on Form S-8 of the Registrant relating to an employee benefit plan are effective (File Nos. 333-227810 and 333-251546). The information contained in the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on December 21, 2020 (File No. 333-227810) and October 12, 2018 is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

		Incorporated by Reference
Number	Description	Schedule Form	File Number	Exhibit	Filing Date
3.1	Articles of Association of the Registrant.	F-4	333-213297	3.1	August 24, 2016
4.1	Form of certificate evidencing ordinary shares.	F-4/A	333-213297	4.1	November 16, 2016
5.1*	Opinion of Shoosmiths LLP.
23.1*	Consent of independent registered public accounting firm.
23.2*	Consent of Shoosmiths LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page of this Form S-8).
99.1	VivoPower International PLC 2017 Omnibus Incentive Plan (including appendix Sub-Plan for Non-Employees).	6-K	001-37974	99.1	July 31, 2017
107*	Filing Fee Table.

* Filed Herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on the 8th day of December, 2022.

VIVOPOWER INTERNATIONAL PLC

By:          /s/ Kevin Chin         

Name:     Kevin Chin

Title:       Chief Executive Officer, Executive Chairman and Director

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kevin Chin and James Tindal-Robertson, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Kevin Chin	Chief Executive Officer, Executive Chairman and Director	December 8, 2022
Kevin Chin	(Principal Executive Officer)
/s/ James Tindal-Robertson	Group Finance Director	December 8, 2022
James Tindal-Robertson	(Principal Financial Officer and Principal Accounting Officer)
/s/ Gemma Godfrey	Director	December 8, 2022
Gemma Godfrey
/s/ Michael Hui	Director	December 8, 2022
Michael Hui
/s/ Peter Jeavons	Director	December 8, 2022
Peter Jeavons
/s/ William Langdon	Director	December 8, 2022
William Langdon

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of VivoPower International PLC has signed this registration statement on December 8, 2022.

	VIVOPOWER INTERNATIONAL PLC
By:	/s/ William Langdon
	Name: William Langdon
	Title: Director

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EX-5.1

Exhibit 5.1

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-8 of VivoPower International plc of our report dated September 16, 2022 relating to the financial statements of VivoPower International plc, which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

London, England

December 8, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

VivoPower International PLC

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per U nit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Ordinary Shares, nominal value $0.012 per share	457(c) and 457(h)	958,421	$0.348 (2)	$333,530.51	$0.0001102	$36.76
Total Offering Amounts					$333,530.51		$36.76
Total Fee Offsets							-
Net Fee Due							$36.76

(1)

Represents ordinary shares, nominal value $0.012 per share (the “Ordinary Shares”) that may be issued under the VivoPower International PLC 2017 Omnibus Equity Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional Ordinary Shares that become issuable under the Plan as a result of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding Ordinary Shares.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act on the basis of the average of the high and the low price of Registrant’s Common Stock as reported on The Nasdaq Capital Market on December 6, 2022.