Sec Form 13G Filing - Brown Stone Capital Ltd filing for VivoPower International PLC (VVPI) - 2024-01-04

 

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

 

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Exhibit Index

 

Exhibit No.		Description
Exhibit 99.1		Joint Filing Agreement.

 

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