Form SC 13G - Statement of acquisition of beneficial ownership by individuals
December 21 2023 - 5:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
VivoPower
International PLC
(Name
of Issuer)
Ordinary
shares, nominal value $0.012 per share
(Title
of Class of Securities)
G9376R100
(CUSIP
Number)
November
13, 2023**
(Date
of event which requires filing of this statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ |
Rule
13d-1(b) |
☒ |
Rule
13d-1(c) |
☐ |
Rule
13d-1(d) |
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page. |
|
|
** |
Please
note this constitutes a late filing due to a clerical oversight. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. G9376R100 |
|
Page
1 of 7 Pages |
1
|
NAMES
OF REPORTING PERSONS
Abri
Advisors Ltd. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5
|
SOLE
VOTING POWER
260,000(1) |
6 |
SHARED
VOTING POWER
0 |
7 |
SOLE
DISPOSITIVE POWER
260,000(1) |
8 |
SHARED
DISPOSITIVE POWER
0 |
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,000(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%(2) |
12 |
TYPE
OF REPORTING PERSON
CO |
(1) |
Ordinary
Shares are held directly by Abri Advisors Ltd., a Bermuda company (“Abri Advisors”). Abri Advisors is beneficially owned
and controlled by Jeffrey Tirman and, in such capacity, exercises the sole voting and investment power over the Ordinary Shares of
the Company held by Abri Advisors. |
(2) |
Based
on an aggregate of 2,888,826 Ordinary Shares issued and outstanding as of November 13, 2023, as reported on the Issuer’s Prospectus
Supplement filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023 pursuant to Rule 424(b)(5). |
CUSIP
No. G9376R100 |
|
Page
2 of 7 Pages |
1
|
NAMES
OF REPORTING PERSONS
Jeffrey
Tirman |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Switzerland |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5
|
SOLE
VOTING POWER
260,000(1) |
6 |
SHARED
VOTING POWER
0 |
7 |
SOLE
DISPOSITIVE POWER
260,000(1) |
8 |
SHARED
DISPOSITIVE POWER
0 |
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,000(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%(2) |
12 |
TYPE
OF REPORTING PERSON
IN |
(1) |
Ordinary
Shares are held directly by Abri Advisors. Abri Advisors is beneficially owned and controlled by Jeffrey Tirman and, in such capacity,
exercises the sole voting and investment power over the Ordinary Shares of the Company held by Abri Advisors. |
(2) |
Based
on an aggregate of 2,888,826 Ordinary Shares issued and outstanding as of November 13, 2023, as reported on the Issuer’s Prospectus
Supplement filed with the SEC on November 13, 2023 pursuant to Rule 424(b)(5). |
CUSIP
No. G9376R100 |
|
Page
3 of 7 Pages |
Item
1.
VivoPower
International PLC
|
(b) |
Address
of Issuer’s principal executive offices |
The
Scalpel, 18th Floor, 52 Lime Street
London
EC3M 7AF
United
Kingdom
Item
2.
|
(a) |
Name
of persons filing |
This
Schedule 13G is being jointly filed by Abri Advisors Ltd., a Bermuda company (“Abri Advisors”) and Jeffrey Tirman
(“Mr. Tirman” and, together with Abri Advisors, collectively, the “Reporting Persons”).
Abri
Advisors is beneficially owned and controlled by Mr. Tirman and, in such capacity, exercises the sole voting and investment power over
the Ordinary Shares of the Company held by Abri Advisors.
|
(b) |
Address
or principal business office or, if none, residence |
Abri
Advisors, Ltd.
Clarendon
House
2
Church Street
Hamilton
HM 11, Bermuda
Jeffrey
Tirman
c/o
Abri Advisors, Ltd.
Clarendon
House
2
Church Street
Hamilton
HM 11, Bermuda
Abri
Advisors is a Bermuda company. Mr. Tirman is a citizen of Switzerland.
|
(d) |
Title
of class of securities |
Ordinary
shares, nominal value $0.12 per share (the “Ordinary Shares”).
G9376R100
CUSIP
No. G9376R100 |
|
Page
4 of 7 Pages |
Item
3. |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: |
(a) |
☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
|
|
|
(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
|
(c) |
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
|
(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
|
|
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
|
|
(j) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
(a)
Amount Beneficially Owned: See the response to row 9 of the cover page for each Reporting Person.
(b)
Percent of Class: See the response to row 11 of the cover page for each Reporting Person.
(c)
Number of shares as to which such person has:
(i) Sole
power to vote or to direct the vote
See
the table below.
(ii) Shared
power to vote or to direct the vote
See
the table below.
(iii) Sole
power to dispose or to direct the disposition of
See
the table below.
(iv) Shared
power to dispose or to direct the disposition of
See
the table below.
CUSIP
No. G9376R100 |
|
Page
5 of 7 Pages |
Item
5. |
Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person |
Not
applicable.
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not
applicable.
Item
8. |
Identification
and Classification of Members of the Group |
Not
applicable.
Item
9. |
Notice
of Dissolution of Group |
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
CUSIP
No. G9376R100 |
|
Page
6 of 7 Pages |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete,
and correct.
Dated:
December 20, 2023
|
Abri
Advisors, Ltd. |
|
|
|
|
By: |
/s/
Jeffrey Tirman |
|
Name: |
Jeffrey
Tirman |
|
Title: |
President |
|
|
/s/
Jeffrey Tirman |
|
Name: |
Jeffrey
Tirman |
CUSIP
No. G9376R100 |
|
Page
7 of 7 Pages |
Exhibit
Index
Exhibit
99.1
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary shares, nominal value $0.12 per share (the “Ordinary
Shares”) of VivoPower International PLC, an entity incorporated under the laws of England and Wales, dated as of December 20, 2023,
is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated:
December 20, 2023
|
Abri
Advisors, Ltd. |
|
|
|
|
By: |
/s/
Jeffrey Tirman |
|
Name: |
Jeffrey
Tirman |
|
Title: |
President |
|
|
/s/
Jeffrey Tirman |
|
Name: |
Jeffrey
Tirman |
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