Securities Registration (foreign Private Issuer) (f-1)

As filed with the Securities and Exchange Commission on October 13, 2021

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

INTEGRATED MEDIA TECHNOLOGY LIMITED

Integrated Media Technology Limited

(Exact name of Registrant as specified in its charter)


Australia	3651	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Level 7, 420 King William Street

Adelaide, SA 5000, Australia

Tel: +61 8 7324 6018

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711

Tel: 302-738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Andrew Reilly

Rimon Law Pty Ltd

Level 10, 20 Martin Place

Sydney, NSW 2000, Australia

Tel: +61 2 9055 6965

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company. ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered (1)	Amount to Be Registered	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)
Ordinary shares, no par value per share			$15,000,000	$1,390.50

(1)

The registrant is registering an indeterminate number of the securities of the registrant as may from time to time on a continuous basis be offered at unspecified prices. The maximum aggregate offering price of all securities covered by this Registration Statement will not exceed $15,000,000. The registrant has estimated the proposed maximum aggregate offering price solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Calculated pursuant to Rule 457(o) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus

Subject to completion, dated October 13, 2021.

INTEGRATED MEDIA TECHNOLOGY LIMITED

Integrated Media Technology Limited

$15,000,000
Ordinary Shares

We expect to offer ordinary shares (the “Shares”) of Integrated Media Technology Limited directly to investors from time to time on a continuous basis in such amounts and at such prices to be determined at or prior to the time of the offering.

Any supplement to this prospectus may add, update or change information contained in this prospectus. You should read this prospectus and any accompanying prospectus supplement carefully before you invest in the Shares.

The Shares are listed on The Nasdaq Capital Market under the symbol “IMTE”.

Investing in the Shares involves risks. See “Risk Factors” beginning on page 7 of this prospectus.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated

TABLE OF CONTENTS

		Page
About this Prospectus		1
Cautionary Note Regarding Forward-Looking Statements		2
Prospectus Summary		5
Risk Factors		7
Selected Historical Consolidated Financial Data		10
Capitalization and Indebtedness		12
Use of Proceeds		13
Dividend Policy		13
Business		14
Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Management		15
Principal Shareholders		15
Related Party Transactions		17
Material Contracts		17
Financial Information		17
Plan of Distribution		17
Description of Share Capital		18
Taxation		22
Expenses		22
Legal Matters		22
Experts		23
Enforceability of Civil Liabilities		23
Where you can find additional information		24
Disclosure of SEC’s Position on Indemnification for Securities Act Liability		24

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 that we filed with the Securities and Exchange Commission, or the SEC, using a "shelf" registration process. Under this process, we may, from time to time on a continuous basis, sell the Shares in one or more offerings. The Shares to be sold pursuant to this registration statement may have a total aggregate value of up to US$15,000,000. This prospectus does not contain all of the information included in the registration statement. You should refer to the registration statement including the exhibits before making a decision to purchase any securities described in this prospectus.

The information in this prospectus is accurate as of the date on the front cover of this prospectus. Neither the delivery of this prospectus nor the sale of any securities described in this prospectus means that information contained in this prospectus is correct after the date of this prospectus or as of any other date. You should read both this prospectus and any prospectus supplement, together with any information incorporated by reference, before making an investment decision.

Each time we sell Shares, we will provide a prospectus supplement that will contain specific information about the terms of the offer. A prospectus supplement may also provide updated, changed or additional information to the information contained in this prospectus. You should rely on the information contained in the prospectus supplement to the extent there is any conflict between the information contained in this prospectus and the prospectus supplement. Any statement in a prospectus supplement or any document incorporated by reference with a later date will supersede or modify an earlier statement in any document with an earlier date. Any information incorporated by reference is only accurate as of the date of the document incorporated by reference.

You may access the registration statement, exhibits and other reports we file with the SEC on its website. More information regarding how you can access this and other information is included under the heading "Where You Can Find Additional Information."

Unless otherwise indicated or the context implies otherwise:

•

“we,” “us,” “our” or “IMTE” refers to Integrated Media Technology Limited, an Australian corporation, and its subsidiaries; and

•

“shares” or “ordinary shares” refers to our ordinary shares.

Our reporting and functional currency is the Australian dollar. Solely for the convenience of the reader, this prospectus contains translations of some Australian dollar amounts into U.S. dollars at specified rates. Except as otherwise stated in this prospectus, all translations from Australian dollars to U.S. dollars are based on the rate published by the Reserve Bank of Australia on the date indicated. No representation is made that the Australian dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars at such rate.

All references to “$” in this prospectus refer to Australian dollars or U.S. dollars, as the context requires based on the foregoing. All references to “A$” in this prospectus mean Australian dollars. All references to “US$” in this prospectus mean U.S. dollars. For convenience, certain Australian dollar amounts are converted into U.S. dollars based on exchange rate of A$1.00 = US$0.7518 as at June 30, 2021.

This prospectus and the information incorporated herein by reference contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find Additional Information.” We urge you to read carefully this prospectus, together with the information incorporated herein by reference before deciding whether to invest in the Shares.

Our fiscal year end is December 31. References to a particular “fiscal year” are to our fiscal year ended December 31 of that calendar year.

Unless otherwise indicated, the consolidated financial statements and related notes incorporated by reference in this prospectus have been prepared in accordance with International Accounting Standards and also comply with International Financial Reporting Standards, or IFRS, and interpretations issued by the International Accounting Standards Board, or IASB, which differ in certain significant respects from Generally Accepted Accounting Principles in the United States, or GAAP.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplement may contain forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this prospectus, regarding our strategy, future operations, financial position, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project,” or the negative of these terms, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that these statements are based on a combination of facts and important factors currently known by us and our expectations of the future, about which we cannot be certain.

Forward-looking statements may include statements about:

	•	our plans to develop and successfully commercialize our products;
	•	our ability to successfully integrate our business operations with Sunup Holdings Limited, in which we recently acquired a majority interest;
	•	our ability to operate as a going concern;
	•	our ability to effectively compete in our industry;
	•	the strength of our brand;
	•	our ability to comply with Nasdaq’s continued listing requirements;
	•	the liquidity of our securities;
	•	the potential of business acquisitions and the success of their integration within our business;
	•	the success of our collaborations and alliances with third parties regarding the development and distributions of our products;
	•	the timing of the initiation and completion of our research projects;
	•	the potential impact on our business of the economic, political and social conditions of the People's Republic of China (the “PRC”);
	•	the potential impact on our business of the interpretation and/or application of the PRC laws;
	•	the potential impact on our business by the COVID-19 pandemic;
	•	expectations regarding expenses, ongoing losses, future revenue and capital needs;
	•	the length of time over which we expect our cash and cash equivalents to be sufficient;
	•	our intellectual property position, including our ability to defend our intellectual property rights, and the duration of our patent portfolio; and
	•	other risks and uncertainties, including those listed under the caption “Risk Factors” in this prospectus and the documents incorporated by reference, including our Annual Report on Form 20-F, as amended, and our other reports and filings we make with the SEC from time to time.

All forward-looking statements speak only as of the date of this prospectus. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements we make in this prospectus are reasonable, we can give no assurance that they will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

Currently, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may avail itself of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. For example, we rely on an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, relating to internal control over financial reporting, and we will not provide such an attestation from our auditors for as long as we qualify as an emerging growth company.

We will remain an emerging growth company until the earliest of:

	•		the end of the fiscal year in which the fifth anniversary of the completion of our initial public offering in the United States occurs, or December 31, 2025;
	•		the end of the first fiscal year in which the market value of our ordinary shares held by non-affiliates exceeds US$700 million as of the end of the second quarter of such fiscal year;
	•		the end of the first fiscal year in which we have total annual gross revenues of at least US$1.07 billion; and
	•		the date on which we have issued more than US$1.0 billion in non-convertible debt securities in any rolling three-year period.

Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided for by the JOBS Act.

IMPLICATIONS OF BEING A FOREIGN PRIVATE ISSUER

We are also considered a “foreign private issuer” pursuant to Rule 405 under the Securities Act of 1933, as amended. As a foreign private issuer, we are exempt from certain rules under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our common shares. Moreover, we are not required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission, or SEC, as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (1) the majority of our executive officers or directors are U.S. citizens or residents; (2) more than 50% of our assets are located in the United States; or (3) our business is administered principally in the United States. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter.

PROSPECTUS SUMMARY

This summary provides a brief overview of information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and the financial statements and notes thereto included elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in the shares. You should read the entire prospectus carefully before making an investment decision, including the information presented under the headings “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and the related notes to those financial statements included elsewhere in this prospectus.

Our Company

IMTE is an Australia company engaged in the business of glasses-free 3D (also known as autostereoscopic 3D) (ASD) display, the manufacture and sale of nano coated plates for air filters and the sale of electronic glass. These two new business operations in air filters and electronic glass are expected to form the foundation of our future growth strategy.

Since the beginning of the COVID-19 pandemic, the Company has been diversifying its business by dedicating resources to the electronic glass and the nano coated plates businesses. These two businesses will not be affected by COVID-19 as much as the ASD business as this business operates in the retail advertising sector that has being adversely affected in the pandemic environment. As consumers are less likely to shop outside their homes and tourism and business travel have significantly decreased, advertisers have reduced outdoor advertising expenditures. In comparison, the air filter product should not be affected as much as the ASD business because, in a pandemic environment, we expect consumers to consider purchasing devices that cleanse the air. As to the electronic glass business, this sector concerns a commercial product that is less susceptible to short-term interruptions in a pandemic environment because it does not depend on travel.

In line with our renewed business strategy, in August 2020, we acquired 25.5% interests in Sunup Holdings Limited ("Sunup") from each of Nextglass Technologies Corp. and Teko International Limited for US$750,000 each. In total, we acquired 51% of Sunup for a total consideration of US$1,500,000, which was paid by the issuance of a total of 500,000 shares at a price of US$3.00 per share. Sunup is engaged in the manufacturing and sale of nano coating plates used in air filters. Sunup commenced commercial production in November 2020 and sales in December 2020.

Consistent with our current strategy to diversify and expand our business operations, on December 21, 2020, the Company entered into an agreement to acquire the majority interest in Greifenberg Capital Limited ("Greifenberg"), a company that seeks to analyse credit risk using Big Data and Artificial Intelligence, for a total subscription amount of US$1,200,000. This investment provides the Company with an opportunity to integrate its business operation with use of new data and Artificial Intelligence to foster growth in the new digital economy. We believe that strategically integrating our businesses with Artificial Intelligence and Big Data tools will enhance our business operations, especially in the advertising sector such as tracking or predicting trends in consumer behavior.

In February 2021, CIMC Marketing Pty Limited, a wholly owned subsidiary of the Company, acquired 500 million shares representing approximately 15% or A$500,000 (approximately US$381,000) in Oakridge International Limited (formerly known as Xped Limited) ("OAK"), a company listed on the Australian Securities Exchange at the subscription price of A$0.001 per share. OAK is engaged in the business of selling professional healthcare technology equipment and solutions to healthcare facilities. OAK is focused on expanding into delivering assisted independent living technologies utilizing synergies with OAK's internet of Things (IoT) platform. OAK also intends to build on smart home and smart building solutions for a more efficient interactive environment for the occupants. Our investment provides a strategic investment into the technology and healthcare markets in Australia.

Recent Developments

On July 6, 2021, the Company entered into three securities purchase agreements with three accredited investors for the total sale of 888,887 ordinary shares of the Company a price of US$3.15 per share, raising gross proceeds of US$2.8 million. The transactions closed between July and October 1, 2021.

On October 11, 2021 the Company entered into a conditional sale and purchase agreement ("Sale and Purchase Agreement") to acquire 100% equity interests in Magnum International Holdings Limited ("Magnum") for US$11 million which shall be paid by the issuance of a total of 3,630,360 shares, representing a share issuance of US$3.03 per share, in the Company to 4 independent shareholders of Magnum. The acquisition of the Magnum by the Company is conditional on, and amongst other conditions, a satisfactory due diligence (at the sole determination of the Company), on the legal and financial affairs of Magnum. Pursuant to the Agreement, the long stop date to complete this transaction shall be within 3 months from the date of the Agreement. As at the date of this report, this transaction has not been completed. There can be no assurance that the acquisition will be consummated.

Magnum is a technology development company based in Dalian China that intends to build a post diagnose medical and healthcare platform using big data and artificial intelligence. Magnum is currently developing the smart pharmacy system and health platform for hospitals and pharmacies. Magnum will focus on the development of a post diagnosis platform integrating wearable medical devices for real time monitoring, and the integration of medical resources to provide consumers with medical and healthcare information.

Corporate Information

Integrated Media Technology Limited was incorporated in Australia in 2008 and has been listed on Nasdaq since August 2017.

Our principal office is located at Suite 801, 8/F, Siu On Centre, 188 Lockhart Road, Wanchai, Hong Kong. Our telephone number is +61 8 7324 6018. Our corporate email address is corporate@imtechltd.com. Our website address is www.imtechltd.com. Information on our website and the websites linked to it do not constitute part of this prospectus supplement or the registration statement to which this prospectus forms a part, and you should not consider the contents of our website in making an investment decision with respect to our securities.

Risk Factors

Investing in our securities entails a high degree of risk as more fully described in the “Risk Factors” section of this prospectus beginning on page 7. You should carefully consider such risks before deciding to invest in our securities.

RISK FACTORS

You should consider carefully the risks described below and the risks described under the heading “Risk Factors” in Item 3D of our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which Item 3D is herein incorporated by reference. In addition, you should consider the risk factors described below and in any prospectus supplement.

Such risks are not exhaustive. We may face additional risks that are presently unknown to us or that we believe to be immaterial as of the date of this prospectus. Known and unknown risks and uncertainties may significantly impact and impair our business operations.

Risks Related to the Offering

Our management has discretion as to the use of the net proceeds from this offering, and such use may not produce income or increase the market price of ordinary shares.

We intend to use the net proceeds from this offering primarily for purchasing equipment for our electronic glass business and working capital. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds from this offering. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve profitability or increase our ordinary share price. Moreover, the failure by our management to apply these funds effectively could harm our business. See "Use of Proceeds" on page 13 of this prospectus for a description of our proposed use of proceeds from this offering.

Future sales of our ordinary shares, or the perception that such sales may occur, could depress the price of our ordinary shares.

After completion of this offering, all of our ordinary shares outstanding, including the Shares that we are selling in this offering, may be resold in public markets immediately.

The per share market price of our ordinary shares could drop significantly if the holder of these ordinary shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our ordinary shares or other securities.

If we make one or more significant acquisitions in which the consideration includes ordinary shares or other securities, our shareholders' holdings may be significantly diluted. In addition, shareholders' holdings may also be diluted if we enter into arrangements with third parties permitting us to issue ordinary shares in lieu of certain cash payments.

We do not intend to pay any dividends on our ordinary shares at this time.

We have not paid any cash dividends on our ordinary shares to date. The payment of cash dividends on our ordinary shares in the future will be dependent upon our revenue and earnings, if any, capital requirements, and general financial condition, as well as the limitations on dividends and distributions that exist under the laws and regulations of Australia, and will be within the discretion of our board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends on our ordinary shares in the foreseeable future. As a result, any gain you will realize on our ordinary shares will result solely from the appreciation of such shares.

We may issue additional securities in the future, which may result in dilution to our shareholders.

As of October 12, 2021 we have 9,329,420 ordinary shares issued and outstanding, which does not include the number of shares to be issued under previously issued and outstanding convertible promissory notes. As of October 12, 2021, we have two outstanding convertible promissory notes of US$1,799,486 and US$1,650,000 at a conversion price of US$3.00 per share and US$3.25 per share respectively for a total of 1,107,520 shares issuable (the "Convertible Notes"). Under the terms of these Convertible Notes, there are adjustments to the conversion price if the Company issues shares below certain prices. In particular, if the Company issues shares below US$2.50 then the total shares issuable under the two Convertible Notes is 1,379,794. If the Company issues shares below US$1.50 then the total shares issuable under the two Convertible Notes is 2,299,657. In these cases, to the extent that the conversion rights are exercised by the noteholders, additional ordinary shares will be issued which will dilute our shareholders.

In addition, to the extent that we conduct additional equity offerings, additional ordinary shares will be issued, which may result in dilution to our current shareholders. Sales of substantial numbers of such shares in the public market would also result in further dilution to our shareholders and could adversely affect the market price of our ordinary shares.

Only a limited market exists for our ordinary shares which could lead to price volatility.

Our ordinary shares trade on Nasdaq. However, trading volumes for our ordinary shares have been historically low and volatile. The limited trading market for our ordinary shares may cause fluctuations in the market value of our ordinary shares to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market for our ordinary shares.

Issuances of ordinary shares may have a dilutive effect on your percentage ownership and may result in a dilution of your voting power and an increase in the number of ordinary shares eligible for future resale in the public market, which may negatively impact the trading price of our ordinary shares.

The offering price of our ordinary shares may be higher than the pro forma net tangible book value per share of our ordinary shares outstanding immediately following the completion of this offering. Therefore, if you purchase ordinary shares in this offering at a public offering price, you may experience immediate dilution effect, after giving effect to the issuance of ordinary shares in this offering. This dilution is due in large part to the fact that our earlier investors paid substantially less than the offering price when they purchased our ordinary shares.

In addition, the conversion of some or all of our outstanding convertible securities could result in significant dilution in the percentage ownership interest of investors in this offering and in the percentage ownership interest of our existing common stockholders and in a significant dilution of voting rights and earnings per share.

In addition to the dilutive effects described above, the conversion of such securities would increase the number of our ordinary shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our ordinary shares. Substantial dilution and/or a substantial increase in the number of our ordinary shares available for future resale may negatively impact the trading price of our ordinary shares.

We may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing securities that would dilute your ownership. Depending on the terms available to us, if these activities result in significant dilution, it may negatively impact the trading price of our ordinary shares.

We have financed our operations, and we expect to continue to finance our operations, acquisitions, if any, and the development of strategic relationships by issuing equity and/or convertible securities, which could significantly reduce the percentage ownership of our existing stockholders. Further, any additional financing that we secure, may require the granting of rights, preferences or privileges senior to, or pari passu with, those holders of our ordinary shares. Any issuances by us of equity securities may be at or below the prevailing market price of our ordinary shares and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our ordinary shares to decline. We may also raise additional funds through the incurrence of debt or the issuance or sale of other securities or instruments senior to our ordinary shares. The holders of any securities or instruments we may issue may have rights superior to the rights of our shareholders. If we experience dilution from the issuance of additional securities and we grant superior rights to new securities over our shareholders, it may negatively impact the trading price of our ordinary shares and you may lose all or part of your investment.

The recurrence of the coronavirus disease COVID-19, or similar adverse public health developments in China, may materially and adversely affect our business and operating results.

The COVID-19 pandemic is currently impacting countries, communities, supply chains and markets globally. The outbreak of COVID-19 in China and Hong Kong has resulted in increased travel restrictions, border control, and shutdown of businesses, which may cause slower recovery of the China and Hong Kong economies. We may be adversely impacted from quarantines and market downturns related to pandemic fears and impact on our workforce if the virus continues to spread. COVID-19 affects our workforce and supplier's workforce, and as a result we are experiencing a slow resumption of operations and may experience delays or the inability to deliver goods on a timely basis. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which COVID-19 impacts our results are highly uncertain and will include emerging information concerning the severity of COVID-19 and the actions taken by governments at various levels and private businesses to attempt to contain the virus. Wider-spread COVID-19 in China and globally could prolong the deterioration in economic conditions and could cause decreases in demand and reduce and/or negatively impact our ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. Although the Company is taking measures to mitigate the effect as much as possible, there is no assurance that the steps will be sufficient. In most respects it is too early in the pandemic to be able to quantify all the ramifications.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth summary historical financial data for the periods indicated.

The selected financial data have been derived from the consolidated financial statements of IMTE for and as of the years ended December 31, 2020, 2019, and 2018 incorporated by reference in this Registration Statement. The selected financial statements for the interim periods ended June 30, 2021, and June 30, 2020, have been derived from the interim unaudited consolidated financial statements of the Company for such interim periods. The selected financial data as of December 31, 2017 and 2016 and for the years ended December 31, 2017, and 2016 have been derived from the financial statements of IMTE which are not incorporated by reference in this Registration Statement.

In our management’s opinion, these financial statements include all adjustments necessary for the fair presentation of our financial condition as of such dates and our results of operations for such periods. Our financial statements have been prepared in Australian dollars and in accordance with IFRS, as issued by the IASB. You should read the selected consolidated financial data in conjunction with our consolidated financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our historical results do not necessarily indicate our expected results for any future periods.

Consolidated Statement of Profit or Loss and Other Comprehensive Income /(Loss) Data:

	Six Months Ended June 30,		Year Ended December 31,
	2021	2020		2020	2019	2018	2017	2016
	(Unaudited)	(Unaudited)		(Audited)	(Audited)	(Audited)	(Audited)	(Audited)
(expressed in A$)
Total revenue	38,142	527,224		1,833,387	2,411,213	1,815,475	10,153,636	14,039,248
Cost of sales	(2,202)	(331,663)		(1,311,566)	(1,008,821)	(723,711)	(2,548,064)	(2,027,743)
Depreciation and amortization expenses	(653,226)	(1,384,151)		(2,078,762)	(3,174,784)	(2,029,373)	(2,021,131)	(2,147,231)
Corporate administrative expenses	(2,191,521)	(2,291,963)		(3,627,445)	(6,336,243)	(4,384,357)	(2,522,927)	(2,447,545)
(Loss)/ gain on disposal of a subsidiary	-	(28,990)		(28,990)	-	608,995	-	(872)
Other operating expenses	(272,845)	(774,979)		(5,347,824)	(2,543,571)	(2,503,507)	(1,510,267)	(1,627,234)
(Loss)/ gain on fair value change in derivative financial instruments	(2,914,034)	-		2,312,197	127,551	709,543	-	-
Provision for impairment loss of goodwill	-	-		-	(4,486,301)	(9,953,311)	-	-
Exchange (loss) / gain	(45,657)	(62,847)		(194,383)	(10,296)	493,365	61,307	(100,950)
Finance costs	(1,089,514)	(487,871)		(2,100,272)	(1,561,625)	(1,383,399)	(107,101)	(73,666)
Income tax credit / (expense)	-	-		-	(117,322)	507,057	187,213	(2,018,939)
Net (loss) / profit	(7,130,857)	(4,835,240)		(10,543,658)	(16,700,199)	(16,843,223)	1,692,666	3,595,068
Loss / (profit) per share - basic and diluted (post-reverse split)	(0.88)	(1.32)		(2.33)	(4.63)	(5.93)	0.64	1.37
Weighted average number of ordinary shares outstanding (post-reverse split) - basic and diluted	7,569,067	3,519,720		6,513,671	3,377,386	2,692,543	2,643,611	2,643,611

Consolidated Statement of Financial Position Data:

	As of June 30,		As of December 31,
	2021	2020	2020	2019	2018	2017	2016
	(Unaudited)	(Unaudited)	(Audited)	(Audited)	(Audited)	(Audited)	(Audited)
	(expressed in A$)
Cash and cash equivalents	3,996,723	139,174	2,194,084	(166,758)	1,514,215	2,860,014	1,820,994
Working capital	(254,834)	(5,843,516)	1,276,431	(12,763,614)	1,279,813	5,478,132	8,263,311
Total assets	22,442,356	7,334,620	12,953,665	19,946,276	26,033,074	35,859,449	43,481,437
Long-term debt	3,549,712	2,759,406	3,688,257	1,874,392	4,690,822	16,748,877	22,657,065
Total shareholders' (deficit) / equity	10,861,773	(2,842,598)	4,905,852	79,023	16,621,751	15,390,334	14,354,982

(1)

All previously reported share and per share amounts have been restated to reflect the reverse stock split of thirty-to-one effective on May 8, 2017.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization:

	•	on an actual basis as of June 30, 2021; and
	•	on an adjusted basis to give effect of the issuance of 888,887 ordinary shares to be issued under Prospectus Supplement filed on July 8, 2021, and the application of the gross proceeds of US$2,800,000 (A$3,846,000) from the sale of those shares.

	As of June 30, 2021
	Actual	As Adjusted
	A$'000	A$'000

Cash and cash equivalents	3,996	7,842

Convertible promissory note due January 2022	1,816	1,816
Convertible promissory note due December 2022	1,540	1,540
Other borrowings	225	225
	3,581	3,581
Share capital	44,318	48,164
Foreign currency translation reserves	1,150	1,150
Other reserves	2,704	2,704
Accumulated losses	(40,782)	(40,782)
Total equity	7,390	11,236
Total capitalization	10,971	14,817

USE OF PROCEEDS

Unless otherwise indicated, we intend to use the net proceeds from the sale of the ordinary shares primarily for purchasing equipment for our electronic glass business and general working capital. We may also use a portion of the net proceeds towards the possible acquisition of, or investment in, complementary technologies and businesses. Pending these uses, we intend to invest the net proceeds primarily in bank deposits.

DIVIDEND POLICY

Since our inception, we have not declared or paid any dividend on our ordinary shares. We intend to retain any earnings for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors, and subject to Australian law.

BUSINESS

At the beginning of 2019, IMTE was engaged in the business of development, manufacturing and distribution of glasses-free 3D (also known as autostereoscopic 3D) (“ASD”) display. The year 2019 was a challenging year for our ASD business as our development of technologies was undercapitalized and much of our work plan was postponed or delayed until funding was secured. We also faced difficulties with our subcontractors to resolve the manufacturing process problems which further delayed sales. In early 2020, the COVID-19 pandemic hit China and then spread to the rest of the world, putting all business on hold for most of 2020 and possibly longer. The economic outlook for retail business is uncertain as the extent of the people’s behavior change to stay at home more and rely on pick-up and delivery services. This has drastically affect our 3D advertising platform business.

In May 2020, as a cost cutting measure in the uncertain times ahead, we divested from the research and development operation. Instead, we have focused on the marketing and sales of ASD products and services. Most of the remaining development work will be outsourced with defined budgets. In the longer term, we may develop our technologies if we can see a clear path to market.

The Company is diversifying its business by dedicating resources to the electronic glass and the nano coated plates businesses. These two businesses will not be affected by the COVID-19 as much as the ASD business, which is operating in the retail advertising markets in an uncertain pandemic environment. In particular, the air filter product should not be affected as much as the ASD business because, in a pandemic environment, we expect people to consider purchasing devices that cleanse the air. As to the electronic glass business, this sector concerns a commercial product that is less susceptible to short-term interruptions in a pandemic environment because it does not depend on travel.

In line with our renewed business strategy, in August 2020, we acquired 25.5% interests in Sunup Holdings Limited ("Sunup") from each of Nextglass Technologies Corp. and Teko International Limited for US$750,000 each. In total, we acquired 51% of Sunup for a total consideration of US$1,500,000, which was paid by the issuance of a total of 500,000 shares at a price of US$3.00 per share. Sunup is engaged in the manufacturing and sale of nano coating plates used in air filters. Sunup has set up its equipment and began commercial production in November 2020.

Currently, the Company is focused on the marketing and distribution of ASD products, the manufacture and sale of nano coated plates for air filters, and the sale electronic glass. We believe these two new business operations in air filters and electronic glass will form the foundation of our future growth strategy.

Consistent with our current strategy to diversify and expand our business operations, on December 21, 2020, the Company entered into an agreement to acquire a majority interest in Greifenberg Capital Limited, which seeks to analyses credit risk using Big Data and Artificial Intelligence, for a total subscription amount of US$1,200,000. This investment provides the Company with an opportunity to integrate its business operation with use of new data and Artificial Intelligence to foster growth in the new digital economy. We believe that strategically integrating our businesses with Artificial Intelligence and Big Data tools will enhance our business operations, especially in the advertising sector such as tracking or predicting trends in consumer behavior.

Further to the strategy to diversify, on February 5, 2021, the Company's wholly owned subsidiary company CIMC Marketing Pty Ltd. into an Underwriting Agreement with Xped Limited ("Xped") (now known as Oakridge International Limited (“Oak”), a company listed on the Australian Securities Exchange and engaged in the healthcare technology and IoT sector in Australia. Pursuant to that agreement, the Company purchased 500 million shares at a price of A$0.001 per share, representing approximately 15% of the then total outstanding shares in Oak. This investment provides the Company with an opportunity for an immediate platform to enter into the healthcare technology and IoT markets in Australia. Details on this agreement can be found under Material Contracts.

In addition, you should carefully consider the information on our business disclosed in Item 4 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should carefully consider the discussion and analysis of our financial condition and results of operations disclosed in our Interim Financial Report for the six months ended June 30, 2021, and in Items 5 and 11 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which are both incorporated by reference.

MANAGEMENT

You should carefully consider the information disclosed in Item 6 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding shares of our ordinary shares beneficially owned as of October 12, 2021 by: (i) each of our directors; (ii) all the directors as a group; and (iii) each person known by us to beneficially own five percent or more of the outstanding shares of our common stock.

Except as otherwise indicated, based on information furnished by the owners, we believe that the beneficial owners listed below have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them, subject to the information contained in the footnotes to this table. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated, the address of the beneficial owner is c/o Integrated Media Technology Limited at Suite 801, 8/F, Siu On Centre, 188 Lockhart Road, Wanchai, Hong Kong.

For purposes of computing the percentage of outstanding ordinary shares held by each person or group of persons named above, any shares that such person or group has the right to acquire within 60 days are deemed outstanding but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person or group. As of October 12, 2021, there were 9,329,420 outstanding shares.

Name	Ordinary Shares	Options Exercisable Within 60 Days	Note Convertible Within 60 Days	Total Stock and Stock Based Holdings	% Ownership
Xiaodong Zhang⁽¹⁾⁽⁵⁾	227,811	-	-	227,811	2.18%
Jing Zhuo⁽¹⁾	-	-	-	-	-
Dr. Heming Cui	-	-	-	-	-
Hui Zhong ⁽²⁾	-	-	-	-	-
Xinmei Shi⁽³⁾	-	-	-	-	-
Dan Li ⁽⁴⁾	-	-	-	-	-
All directors as a group (6 persons)	227,811	-	-	227,811	2.18%
Rich Limited ⁽⁶⁾	-	-	599,828	599,828	5.75%
Nextglass Technologies Corp ⁽⁷⁾	700,000	-	507,692	1,207,652	11.57%
Xinyuandi International Holdings Limited⁽⁸⁾	688,408	-	-	688,408	6.60%
Xinhaixin International Holdings Limited ⁽⁹⁾	1,685,000	-	-	1,685,000	16.14%

Notes:
(1)	Appointed as a director of the Company on July 19, 2021.
(2)	Appointed as a director of the Company on August 3, 2021.
(3)	Appointed as a director of the Company on August 18, 2021.
(4)	Appointed as a director of the Company on August 31, 2021.
(5)	On August 7, 2021, Kingzhongming International Holdings Limited acquired 227,811 shares in the Company. Kingzhongming International Holdings Limited is a company wholly owned and controlled by director Xiaodong Zhang.
(6)	Pursuant to convertible note purchase agreement and supplement agreement dated January 20, 2020 and February 11, 2020 respectively, CIMB Limited has right to convert about US$1,799,486 at a current downward adjusted conversion price of US$3.00 per share over the term of the convertible promissory note (the "Note"), subject to the maximum number of ordinary shares of the Company issuable upon conversion of the Note to no more than 19.99% of the total issued and outstanding ordinary shares of the Company. As a result, for the purpose of the calculating the right to acquire shares within 60 days, 599,828 shares are deemed to be converted to the ordinary shares of the Company. In September 2021, CIMB Limited has entered into an agreement to sell its interest in this convertible note to Rich Limited
(7)	Pursuant to a convertible note purchase agreement and supplement agreement dated December 21, 2020. Nextglass Technologies Corp has the right to convert US$1,650,000 at a conversion price of US$3.25 per share over the term of the convertible promissory note, subject to the maximum number of ordinary shares of the Company issuable upon conversion of such note to no more than 19.99% of the total issued and outstanding ordinary shares of the Company. As a result, for the purpose of the calculating the right to acquire shares within 60 days, 507,692 shares are deemed to be beneficially owned.
(8)	In September 2021, Xinyuandi International Holdings Limited acquired 688,408 shares in the Company. Xinyuandi International Holdings Limited is a company wholly owned and controlled by Mr. Zhengdong Zhang.
(9)	In September 2021, Xinhaixin International Holdings Limited acquired 1,685,000 shares in the Company. Xinhaixin International Holdings Limited is a company wholly owned and controlled by Mr. Hongquan Bi.

RELATED PARTY TRANSACTIONS

You should carefully consider the information on our related-party transactions disclosed in our Interim Financial Report for the six months ended June 30, 2021, and in Item 7B of our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference.

MATERIAL CONTRACTS

You should carefully consider the information disclosed in Item 10C of our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference.

FINANCIAL INFORMATION

You should carefully consider the financial information disclosed in our Interim Financial Report for the six months ended June 30, 2021, and Item 8 and Item 18 of our Annual Report on Form 20-F for the fiscal year December 31, 2020, which are both incorporated by reference.

PLAN OF DISTRIBUTION

Offers to purchase Shares may be solicited directly by us and the sale of those Shares may be made by us directly to institutional investors or others. The distribution of the Shares may be effected from time to time in one or more transactions on a continuous basis at market prices prevailing at the time of sale, at prices related to the prevailing price or at negotiated prices. A prospectus supplement relating to a particular offer of Shares will set forth the terms of such offering, including the purchase price of the offered Shares and the proceeds to us from such sale. All such Shares would be listed on Nasdaq.

In connection with the sale of the Shares, investors may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our ordinary shares in the course of hedging the positions they assume. The investors may also sell ordinary shares short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The investors may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The investors who purchase the Shares and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. IMTE will request each investor purchasing Shares to confirm that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

DESCRIPTION OF SHARE CAPITAL

General

IMTE is a corporation registered under the Australian Corporations Act. Our corporate affairs are principally governed by our Constitution and the Corporations Act. Our ordinary shares trade on The Nasdaq Capital Market.

The Australian law applicable to our Constitution is not significantly different than a U.S. company's charter documents except we do not have a limit on our authorized share capital and the concept of par value is not recognized under Australian law.

Subject to restrictions on the issue of securities under our Constitution, the Corporations Act, and any other applicable law, we may at any time issue shares and grant options or warrants on any terms, with the rights and restrictions and for the consideration that our board of directors determine.

The rights and restrictions attaching to ordinary shares are derived through a combination of our Constitution, the common law applicable to Australia, the Corporations Act and other applicable law. A general summary of some of the rights and restrictions attaching to our ordinary shares are summarized below. Each ordinary shareholder is entitled to receive notice of, and to be present, vote and speak at, general meetings.

In addition, you should carefully consider the information disclosed in our Interim Financial Report for the six months ended June 30, 2021, and in Item 10 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which are both incorporated by reference.

Changes to Our Share Capital

Since January 1, 2018, the following changes have been made to our ordinary share capital:

	1.	On July 17, 2018, the Company issued 25,275 ordinary shares at a share price of US$14.45 (or about A$ 19.46) per share for a total subscription proceeds of A$491,750 for settlement of consultancy service payment.
	2.	On December 12, 2018, the shareholderof the Company approved the conversion of A$8,000,000 of debt owed to Marvel Finance Limited, the ultimate holding company, by the issuance of 708,500 shares in the Company.
	3.	On February 27, 2020, the Company issued 158,730 ordinary shares at a share price of US$6.30 per share for a total subscription proceeds of US$1,000,000.
	4.	On May 18, 2020, the Company issued 126,984 ordinary shares as a result of the exercise of warrants (the "Warrants") pursuant to Securities Purchase Agreement entered into on February 20, 2020. The Warrants were exercised by means of a cashless exercise pursuant to conditions in the form of warrant.
	5.	On July 28, 2020, the Company issued 700,000 ordinary shares at a share price of US$3.00 per share for the conversion of debt pursuant to debt conversion agreement dated July 25, 2020.
	6.	On September 15, 2020, the Company issued 450,000 ordinary shares at a share price of US$3.00 per share to raise US$1,350,000 for working capital.
	7.	On September 15, 2020, the Company issued 4,471 ordinary shares at a share price of US$3.81 per share for the provision of IT development.
	8.	On September 17, 2020, the Company issued 500,000 ordinary shares at a share price of US$3.00 per share to acquire 51% interest in Sunup Holdings Limited.
	9.	On October 6, 2020, the Company issued 241,667 ordinary shares as a result of the conversion of convertible promissory note (the "Note") for the conversion of debt of US$725,000.
	10.	On October 6, 2020, the Company and its subsidiaries settled the interest accrued of A$174,811 by issuing 46,741 shares to the Noteholder of Convertible Promissory Note dated January 20, 2020.
	11.	On December 2, 2020, the Company issued 600,000 ordinary shares at a share price of US$3.00 per share to raise US$1,800,000 for working capital.

	12.	On December 21, 2020 the Company entered into a placement agreement to sell 307,692 shares in the Company at a price of US$3.25 per share to raise proceeds of US$1.0 million. The shares were issued on December 21, 2020.
	13.	On December 21, 2020, the Company signed a letter agreement to adjust the subscription price of a Convertible Note Purchase Agreement dated August 6, 2020 from US$3.00 per share to US$3.25 per share. In addition, the noteholder agreed not to seek repayment and or conversion of Shares in the Company for a period of 2 months after the issuance of the Convertible Note which is expect to on or before December 24, 2020. This transaction closed on December 21, 2020. This Convertible Note is without interest, matures in 2 years from the date of the Convertible Note and is convertible into ordinary shares of the Company at a conversion price of US$3.25 for the period from its 2 months after the issuance of the Convertible Note to its maturity.
	14.	On January 15, 2021, the Company entered into conditional convertible debt agreements, subject to shareholder approval, with a director and an officer of the Company to issue up to 401,939 shares in the Company at a price of US$3.61 per share for settling total debts of US$1,451,000. These conditional convertible debt agreements were subsequently terminated.
	15.	On February 2, 2021, the Company issued 17,744 ordinary shares at a share price of US$3.6125 per share for a total subscription amount of US$64,100 (A$84,000) for performance remuneration.
	16.	On February 5, 2021, the Company issued 2,768 ordinary shares at a share price of US$3.6125 per share for a total subscription amount of US$10,000 (A$13,000) for performance remuneration.
	17.	On February 24, 2021, the Company issued 625,000 ordinary shares at a share price of US$4.00 per share to raise US$2,500,000 (A$3,289,000) for working capital.
	18.	On March 26, 2021, the Company issued 708,000 ordinary shares at a share price of US$6.50 per share to raise US$4,602,000 (A$6,047,000) for developing its current businesses, corporate expenditures and general corporate purposes.
	19.	On April 19, 2021, the Company issued 573,350 ordinary shares at a share price of US$4.00 per share to raise US$2,293,400 (A$2,963,000) for building out of manufacturing infrastructure and working capital.
	20.	On July 6, 2021, the Company entered into three subscription agreements with 3 investors raising a total of US$2.8 million for the issuance of 888,887 shares in the Company. The purpose of this fund raise is for the electronic glass business and working capital.

Ordinary Shares

Each ordinary share entitles the holder thereof to one vote at any meeting of IMTE's shareholders. The holder of Common Shares is entitled to receive if, as and when declared by the Board, dividends in such amount as shall be determined by the Board. The holders of ordinary shares have the right to receive the Company's remaining property in the event of a liquidation, dissolution or winding up, whether voluntary or involuntary.

Options

In August 2020, an Employee Share Option Plan (“ESOP”) was approved and established by the board. The ESOP is available to employee, consultants and eligible persons (as the case may be) of the Company as the board may in its discretion determine. The total number of the shares which may be offered by the Company under the ESOP may not at any time exceed 5% of the Company's total issued shares when aggregated with the number of shares issued or that may be issued as a result of offers made at any time during the previous 3-year period.

The shares are to be issued at a price determined by the board. The options are to be issued for no consideration. The exercise price, duration and other relevant terms of an option is to be determined by the board at its sole discretion.

Our Constitution