Full Press Release Details
Believes It Meets Nasdaq Equity Requirement Following Reg S Investment
believes it has regained compliance with pro forma net equity of approximately US$20
million as of May 31, 2025
million Reg S investment round led by His Royal Highness Prince Abdulaziz bin Turki bin Talal
binding close of first-phase private placement totalling US$60.5 million in gross proceeds
June 26, 2025 (GLOBE NEWSWIRE) - VivoPower International PLC (Nasdaq: VVPR) ("VivoPower" or the "Company")
is pleased to announce that, based on a binding close of the first phase of the private placement and corresponding accounting treatment,
the Company believes it has regained compliance with Nasdaq Listing Rule 5550(b)(1), with a pro forma stockholders' equity of approximately
US$20.0 million as of May 31, 2025.
January 3, 2025, the Company received a notification letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the
Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum of US$2,500,000
in stockholders' equity for continued listing on the Nasdaq Capital Market (the "Rule"). As disclosed in the Company's
audited financial statements for the fiscal year ended June 30, 2024, the Company reported a stockholders' equity deficit of US$40.5
April 24, 2025, Nasdaq notified the Company of its determination to grant an extension of time to regain compliance with the Rule. The
terms of the extension required that on or before July 2, 2025, the Company must file a public report demonstrating compliance with the
Rule, including disclosure of the transaction or event that led to compliance.
May 28, 2025, the Company announced its XRP-focused digital asset treasury strategy and a US$121 million private placement priced at
US$6.05 per share. This investment was led by His Royal Highness Prince Abdulaziz bin Turki bin Talal Al Saud and included a consortium
of non-U.S. investors pursuant to Regulation S under the U.S. Securities Act of 1933. Subsequently, on June 20, 2025, the Company confirmed
the binding close of the first phase of this private placement equivalent to gross proceeds of US$60.5 million.
on this development, the Company believes its preliminary pro forma stockholders' equity as of May 31, 2025, is approximately US$20.0
million, which exceeds the minimum equity requirement under Nasdaq Listing Rule 5550(b)(1).
accordance with its normal operating procedure, Nasdaq will continue to monitor the Company's ongoing compliance with the stockholders'
equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.
unaudited financial information provided herein is based on preliminary results and information as of the date hereof and is subject
to revision in connection with the Company's financial closing procedures and finalization of the Company's financial statements
for the year ended June 30, 2025. Actual results for the period presented may differ materially from these preliminary unaudited financial
results. In addition, these preliminary results have not been audited by the Company's independent registered public accounting
International PLC (NASDAQ: VVPR) is undergoing a strategic transformation into the world's first XRP-focused digital asset enterprise.
The Company's new direction centers on the acquisition, management, and long-term holding of XRP digital assets as part of a diversified
digital treasury strategy. Through this shift, VivoPower aims to contribute to the growth and utility of the XRP Ledger (XRPL) by supporting
decentralized finance (DeFi) infrastructure and real-world blockchain applications.
founded in 2014 and listed on Nasdaq since 2016, VivoPower operates with a global footprint spanning the United Kingdom, Australia, North
America, Europe, the Middle East, and Southeast Asia. An award-winning global sustainable energy solutions B Corporation, VivoPower has
two business units, Tembo and Caret Digital. Tembo is focused on electric solutions for off-road and on-road customized and ruggedized
fleet applications as well as ancillary financing, charging, battery and microgrids solutions. Caret Digital is a power-to-x business
focused on the highest and best use cases for renewable power, including digital asset mining.
communication includes certain statements that may constitute "forward-looking statements" for purposes of the U.S. federal
securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other
characterisations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intends," "may,"
"might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement
of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom.
These statements are based on VivoPower's management's current expectations or beliefs and are subject to risk, uncertainty,
and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes
in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower's
business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes
in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes
in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower's filings
with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower
is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result
of new information, future events, changes in assumptions or otherwise. There can be no assurances that VivoPower will consummate the
proposed transaction on the terms currently contemplated, or at all, as it will be subject to market conditions.