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)
December 7, 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 2 of 8 Pages |
| 1 | NAMES OF REPORTING PERSONS
Brown Stone Capital Ltd. | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | ||||
| 3 | SEC USE ONLY
| ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdon | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0(1) |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
0(1) | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0(1) | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%(1) | ||||
| 12 | TYPE OF REPORTING PERSON
CO | ||||
| (1) | See Item 4. |
| CUSIP No. G9376R100 | Page 3 of 8 Pages |
| 1 | NAMES OF REPORTING PERSONS
Nima Montazeri | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ | ||||
| 3 | SEC USE ONLY
| ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0(1) |
| 6 | SHARED VOTING POWER
0 | |
| 7 | SOLE DISPOSITIVE POWER
0(1) | |
| 8 | SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0(1) | ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%(1) | ||||
| 12 | TYPE OF REPORTING PERSON
IN | ||||
| (1) | See Item 4. |
| CUSIP No. G9376R100 | Page 4 of 8 Pages |
Item 1.
(a) Name of Issuer
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 Brown Stone Capital Ltd., an entity organized under the laws of the United Kingdon (“Brown Stone”) and Nima Montazeri (“Mr. Montazeri” and, together with Brown Stone, collectively, the “Reporting Persons”).
Brown Stone is beneficially owned and controlled by Mr. Montazeri and, in such capacity, exercises the sole voting and investment power over the Ordinary Shares of the Company held by Brown Stone.
(b) Address or principal business office or, if none, residence
Brown Stone Capital Ltd.
Rear No. 2, Glenthorne Road
London, England N11 3HT
Nima Montazeri
c/o Brown Stone Capital Ltd.
Rear No. 2, Glenthorne Road
London, England N11 3HT
(c) Citizenship
Brown Stone is an entity organized under the laws of the United Kingdom. Mr. Montazeri is a citizen of Canada.
(d) Title of class of securities
Ordinary shares, nominal value $0.12 per share (the “Ordinary Shares”).
(e) CUSIP No.
G9376R100
| CUSIP No. G9376R100 | Page 5 of 8 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:
Item 4. Ownership
(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.
As part of this report, the Reporting Persons current position as of the date of the event which requires filing this statement and as of the date of this report is included in the table below:
| Reporting Date | Position | Percentage(1) |
| December 7, 2023 | 189,894 | 6.6% |
| Current Position | 0 | 0% |
| (1) | 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). |
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.
| CUSIP No. G9376R100 |
|
| Page 6 of 8 Pages |
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.
Item 10. Certification
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.
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.
| Brown Stone Capital, Ltd. |
| ||
|
|
| ||
| Dated: January 4, 2024 | By: | /s/ Nima Montazeri |
|
|
| Name: | Nima Montazeri |
|
|
| Title: | President |
|
|
| /s/ Nima Montazeri |
| |
|
| Name: | Nima Montazeri |
|
| 7 |
Exhibit Index
| Exhibit No. |
| Description |
|
| ||
| 8 |