As filed with the Securities and Exchange Commission on December 21, 2021
Registration No. 333-260229
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF
1933
Integrated Media Technology Limited
(Exact name of Registrant as specified in its charter)
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Australia
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3651
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Level 7, 420 King William Street
Adelaide, SA 5000, Australia
Tel: +61 8 7324 6018
corporate@imtechltd.com
(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
andrew.reilly@rimonlaw.com
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
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Title of Each Class of
Securities to be Registered (1)
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Amount to Be
Registered
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Proposed
Maximum
Offering Price
per Share
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Proposed
Maximum
Aggregate
Offering Price (1)
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Amount of
Registration Fee (2)
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Ordinary shares, no par value per share
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$15,000,000
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$1,390.50
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(1)
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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").
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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(3)
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The registrant previously paid $1,390.50 of the registration fee in connection with the filing of its initial registration statement on October 14, 2021.
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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.
Prospectus
Subject to completion, dated December 21, 2021.
Integrated Media Technology Limited
$15,000,000
3,800,000 Ordinary Shares
We expect to offer
up to 3,800,000 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.
Our ordinary shares are listed
on The Nasdaq Capital Market under the symbol "IMTE".
The Shares to be
sold under this prospectus could have a total aggregate value of up to $15,000,000. Each time we sell Shares, we will provide a
prospectus supplement that will contain specific information about the terms of the offer. On December 16, 2021, the closing price of
our ordinary shares was $4.28.
IMTE is a holding
company incorporated in Australia with operations conducted by its subsidiaries based in Hong Kong and the People's Republic of
China ("PRC"). Due to our group structure, a substantial portion of our business operations and assets are subject to unique risks
relating to the uncertain development, interpretation and application of PRC laws, including uncertain actions that Chinese
authorities can take against companies. The Chinese government can take unpredictable action with little advance notice, including
seeking to intervene or influence operations. Our PRC-based subsidiaries could be subject to sanctions imposed by PRC regulatory
agencies if they fail to comply with existing or new PRC laws and any such sanctions could negatively affect our financial
performance and results of operations and, as a result, could cause the value of IMTE shares to significantly decline or become
worthless.
In addition, IMTE's
subsidiaries are subject to legal and operational risks associated with their operations in China. PRC laws governing our current
business operations, including the electronic glass manufacturing operation, are sometimes subject to interpretation of the
competent authorities. Recently, the Chinese government initiated a series of regulatory actions and statements to regulate
businesses in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing
supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews,
gathering and processing of data, and expanding the efforts in anti-monopoly enforcement. Any such actions directed at IMTE's
subsidiaries could adversely affect their operations and thereby cause the value of IMTE shares to significantly decline or become
worthless. For further information, please see page 1 and Risk Factors beginning on page 8 of this prospectus.
IMTE can freely
transfer cash under the laws of Australia. The transfer of cash amongst IMTE and its subsidiaries is made through direct bank
transfers following internal fund transfer procedures and controls. None of our subsidiaries operate in a monetary controlled
environment except our PRC-incorporated entities. For PRC entities, IMTE may make loans or capital contributions. Any loans to a PRC
subsidiary are subject to PRC regulations and approvals. Similarly, the flow of funds out of China requires Chinese regulatory
approval and can only be made through the repayment of previously approved loans or through the profits earned by the PRC subsidiary
through dividend distribution. Additional details of the cross border fund transfers to our China subsidiaries are in the section
captioned "Risks Related to Doing Business in China" on page 8 of this prospectus.
Investing in the Shares
involves risks. See "Risk Factors" beginning on page 8 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
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Page
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About this Prospectus
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1
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Cautionary Note Regarding Forward-Looking Statements
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3
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Prospectus Summary
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5
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Risk Factors
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8
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Selected Historical Consolidated Financial Data
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13
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Capitalization and Indebtedness
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Use of Proceeds
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Dividend Policy
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Business
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Management
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Principal Shareholders
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Related Party Transactions
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Material Contracts
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Financial Information
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Plan of Distribution
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Description of Share Capital
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Taxation
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Expenses
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Legal Matters
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Experts
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Enforceability of Civil Liabilities
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Where you can find additional information
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Disclosure of SEC's Position on Indemnification for Securities Act Liability
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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:
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"we," "us," "our" or "IMTE" refers to Integrated Media Technology Limited, an Australian corporation that conducts its business through its subsidiaries;
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"shares" or "ordinary shares" refers to our ordinary shares;
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"Dynasty Jiaxing" refers to Dynasty (Jiaxing) Technology Co., Limited, a limited company organized in China as a wholly foreign owned enterprise of Grand Dynasty Limited. Dynasty Jiaxing has been established with the intent to house another lamination operation for electronic glass in Jiaxin, Zhejiang Province, China. Dynasty Jiaxing has not yet commenced any business activities;
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"Grand Dynasty" refers to Grand Dynasty Limited, a company incorporated in Hong Kong and a holding company of Dynasty Jiaxing;
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"Greifenberg" refers to Greifenberg Capital Limited, a company incorporated in Hong Kong that is engaged in financial research and analysis on global debt markets with initial focus on the China fixed income market using big data and artificial intelligence;
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"Smartglass HK" refers to Smartglass Limited, a company incorporated in Hong Kong and a holding company of Smartglass Zhenjiang;
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"Smartglass Zhenjiang" refers to Smart (Zhenjiang) Intelligent Technology Co., Limited, a limited liability company organized in China as a wholly owned foreign enterprise of Smartglass HK, that is establishing a lamination operation for electronic glass in Zhenjiang, Jiangsu Province, China. Smartglass Zhenjiang commenced activities in July 2021 and, at the date of this prospectus, is still at a pre-operating stage;
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"Sunup" refers to Sunup Holdings Limited, a company incorporated in Hong Kong that is engaged in the manufacturing and sale of nano coating plates used in air filters; and;
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"OAK" refers to Oakridge International Limited, an Australian company listed on the Australian Securities Exchange in which IMTE owns a minority interest and which is engaged in the healthcare technology and Internet of Things (IoT) sector in Australia;
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IMTE is a holding company incorporated in Australia with operations conducted by its subsidiaries based in Hong Kong and PRC. IMTE does not utilize a "variable interest entity" structure like some Chinese companies when listing on U.S. stock exchanges. Under a "variable interest entity" structure, a Chinese company uses contractual agreements between non-PRC owned entities and PRC-owned entities to replicate the economic interest of the PRC operations. Such a structure is not used by IMTE.
Due to our group structure, however, a substantial portion of our business operations and assets are subject to unique risks relating to the uncertain development, interpretation and application of PRC laws, including uncertain actions that Chinese authorities can take against companies. The Chinese government can take unpredictable action with little advance notice, including seeking to intervene or influence operations. Our PRC- based subsidiaries could be subject to sanctions imposed by PRC regulatory agencies if they fail to comply with existing or new PRC laws and any such sanctions could negatively affect our financial performance and results of operations and, as a result, could cause the value of IMTE shares to significantly decline or become worthless.
In addition, IMTE's subsidiaries are subject to legal and operational risks associated with their operations in China. PRC laws governing our current business operations, including the electronic glass manufacturing operation, are sometimes subject to interpretation of the competent authorities. Recently, the Chinese government initiated a series of regulatory actions and statements to regulate businesses in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, gathering and processing of data, and expanding the efforts in anti-monopoly enforcement. Any such actions directed at IMTE's subsidiaries could adversely affect their operations and thereby cause the value of IMTE shares to significantly decline or become worthless. For further information, please see Risk Factors beginning on page 8 of this prospectus.
We do not expect to be subject to cybersecurity review with the Cyberspace Administration of China ("CAC") if the draft Measures for Cybersecurity Censorship recently proposed by the CAC become effective as published because: (i) our products and services are not offered directly to individual consumers; (ii) we do not possess a large amount of personal information in our business operations; and (iii) data processed in our business does not have a bearing on national security and thus may not be classified as core or important data by the authorities. Since the CAC's statements are in draft form, it is uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations and interpretations will be modified or promulgated, if any, and the potential impact they could have on the operations of IMTE's subsidiaries, the ability to accept foreign investments and the convertibility of foreign exchange.
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:
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our plans to develop and successfully commercialize our products;
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our ability to successfully integrate our business operations with Sunup Holdings Limited, in which we recently acquired a majority interest;
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our ability to operate as a going concern;
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our ability to effectively compete in our industry;
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the strength of our brand;
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our ability to comply with Nasdaq's continued listing requirements;
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the liquidity of our securities;
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the potential of business acquisitions and the success of their integration within our business;
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the success of our collaborations and alliances with third parties regarding the development and distributions of our products;
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the timing of the initiation and completion of our research projects;
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the potential impact on our business of the economic, political and social conditions of the People's Republic of China (the "PRC");
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the potential impact on our business of the interpretation and/or application of the PRC laws;
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the potential impact on our business by the COVID-19 pandemic;
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expectations regarding expenses, ongoing losses, future revenue and capital needs;
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the length of time over which we expect our cash and cash equivalents to be sufficient;
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our intellectual property position, including our ability to defend our intellectual property rights, and the duration of our patent portfolio; and
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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.
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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:
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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;
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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;
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the end of the first fiscal year in which we have total annual gross revenues of at least US$1.07 billion; and
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the date on which we have issued more than US$1.0 billion in non-convertible debt securities in any rolling three-year period.
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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.
Risks relating to PRC law on our operations
IMTE is a holding company
incorporated in Australia with operations conducted by its subsidiaries based in Hong Kong and PRC. Due to our group structure, a
substantial portion of our business operations and assets are subject to unique risks relating to the uncertain development,
interpretation and application of PRC laws, including uncertain actions that Chinese authorities can take against companies. The
Chinese government can take unpredictable action with little advance notice, including seeking to intervene or influence operations.
Our PRC- based subsidiaries could be subject to sanctions imposed by PRC regulatory agencies if they fail to comply with existing or
new PRC laws and any such sanctions could negatively affect our financial performance and results of operations and, as a result,
could cause the value of IMTE shares to significantly decline or become worthless.
The Chinese government has
exercised, and may continue to exercise, substantial influence or control over virtually every sector of the Chinese economy through
regulation and state ownership. Our ability to operate in China could be undermined if our PRC subsidiaries are not able to
obtain or maintain approvals to operate in China. The central or local governments could impose new, stricter regulations or
interpretations of existing regulations that could require additional expenditures and efforts on our part to ensure our compliance
with such regulations or interpretations. If our PRC subsidiaries do not receive or maintain approvals, inadvertently conclude that
approvals needed for their business are not required or if there are changes in applicable laws (including regulations) or
interpretations of laws and our PRC subsidiaries are required but unable to obtain approvals in the future, then such changes or
need for approvals (if not obtained) could adversely affect the operations of our PRC subsidiaries and the value of IMTE shares
could significantly decline or become worthless.
In addition, IMTE's
subsidiaries are subject to legal and operational risks associated with their operations in China. PRC laws governing our current
business operations, including the electronic glass manufacturing operation, are sometimes subject to interpretation of the
competent authorities. Recently, the Chinese government initiated a series of regulatory actions and statements to regulate
businesses in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing
supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews,
gathering and processing of data, and expanding the efforts in anti-monopoly enforcement. Any such actions directed at IMTE's
subsidiaries could adversely affect their operations and thereby cause the value of IMTE shares to significantly decline or become
worthless. For further information, please see Risk Factors beginning on page 8 of this prospectus.
We do not expect to be
subject to cybersecurity review with the Cyberspace Administration of China ("CAC") if the draft Measures for Cybersecurity
Censorship recently proposed by the CAC become effective as published because: (i) our products and services are not offered
directly to individual consumers; (ii) we do not possess a large amount of personal information in our business operations; and
(iii) data processed in our business does not have a bearing on national security and thus may not be classified as core or
important data by the authorities. Since the CAC's statements are in draft form, it is uncertain how soon legislative or
administrative regulation making bodies will respond and what existing or new laws or regulations and interpretations will be
modified or promulgated, if any, and the potential impact they could have on the operations of IMTE's subsidiaries, the ability to
accept foreign investments and the convertibility of foreign exchange.
IMTE's subsidiaries have
received all requisite approvals required to operate their businesses as currently conducted. IMTE has received permission from
Chinese authorities to incorporate Smartglass Zhenjiang and Dynasty Jiaxing. Smartglass Zhenjiang has received permission from
Chinese authorities to operate a factory.
Given IMTE is an Australian
corporation, no approval of any Chinese authority is required for the offer and sale of the Shares under this prospectus and IMTE is
not required to obtain any permission from any Chinese authority. There is no liquidity risk in relation to trading of IMTE shares
as IMTE is incorporated in Australia and our shares are listed on Nasdaq. PRC authorities could, however, block further foreign
investment into our PRC and Hong Kong-based subsidiaries. If this were to occur, it could have a material adverse effect on our
consolidated operations.
If IMTE were to re-domicile
to a Chinese jurisdiction (which IMTE's Board does not propose and which would be subject to super-majority approval of
shareholders) or if the Australian government were to come under the control of the PRC government (which we do not expect), then IMTE's
ability to issue securities to foreign investors could be restricted directly by the PRC government. In addition, given the
operations of IMTE's subsidiaries in the PRC and Hong Kong, it is possible that the PRC government could seek to threaten our
subsidiaries in an effort to indirectly control IMTE's ability to issue securities. If IMTE were required to obtain approval from
the PRC government in order to issue securities to foreign investors in any of these or other scenarios and if IMTE were not to
receive or maintain such approvals, inadvertently conclude that such approvals were not required, or applicable laws, regulations or
interpretations change and IMTE were required to obtain such approval in the future, then our ability to offer securities to foreign
investors could be adversely affected and thus cause severe liquidity problems for IMTE, including a material adverse effect on our
financial condition, and the value of our securities could significantly decline or become worthless.
Systems for the transfers of cash and non-monetary assets
IMTE can freely transfer
cash in accordance with the laws of Australia. The transfer of cash amongst IMTE and its subsidiaries is made through direct bank
transfers following internal fund transfer procedures and controls. During 2020 and the first six months of 2021, IMTE transferred
approximately US$1.4 million to its subsidiaries via cash advances and contributions to capital of which approximately US$16,000
were further transferred to our PRC subsidiary Smartglass Zhenjiang. IMTE's subsidiaries have not distributed cash to IMTE during
this period.
None of our subsidiaries
operate in a monetary controlled environment except our PRC-incorporated entities. For PRC entities, IMTE may make loans or capital
contributions. Any loans to a PRC subsidiary are subject to PRC regulations and approvals. Similarly, the flow of funds out of China
requires Chinese regulatory approval and can only be made through the repayment of previously approved loans or through the profits
earned by the PRC subsidiary through the capital account. Additional details of the cross border fund transfers to our China
subsidiaries are in the section Risks of Doing Business in China on page 8 of this prospectus.
IMTE currently has only one
operating subsidiary in China, Smartglass Zhenjiang, which as at the date of this prospectus, has received funds of approximately
US$16,000 from its sole shareholder, Smartglass HK. This transfer of funds was made by Smartglass HK through registered capital
injection to Smartglass Zhenjiang to purchase machinery and equipment and for working capital purposes. Smartgalss Zhenjiang has not
paid any funds to its holding company Smartglass HK since the inception of Smartglass Zhenjiang.
IMTE's intention is not to
distribute earnings from its operating subsidiaries until a subsidiary's operations has achieved cashflow breakeven and no longer
requires investment capital. However, we are at the initial stage of roll-out and it is not expected that there will be any cash
dividends in the near future.
IMTE and its subsidiaries
have not distributed any non-monetary assets.
Payment of dividends or distributions
Since the date of
incorporation, IMTE has not received, nor does it expect to receive in the foreseeable future, any dividends or distributions from
any of its subsidiaries. IMTE has not paid, nor does it expect to pay in the foreseeable future, any dividends or distributions to
its shareholders. There are no foreign exchange restrictions on the ability of IMTE to pay dividends to U.S. shareholders.
If IMTE were to pay
dividends to US investors, then they would be subject to taxation under U.S. tax law. For further information, see Item 10E of our
Annual Report on Form 20-F for the fiscal year ended December 31, 2020, which is incorporated by reference.
Chinese exchange controls
IMTE has operating subsidiaries based in Hong Kong and the PRC. IMTE is not aware of any restrictions or limitations on foreign currency exchange in Hong Kong, or on the ability to transfer cash between entities. Nor is IMTE aware of any restrictions and limitations on the ability of Hong Kong subsidiaries to distribute earnings from their businesses to IMTE.
As for PRC subsidiaries, the Chinese government has controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, the Chinese government could impose administrative requirements or make it otherwise difficult to remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries and affiliates in the PRC incur debt on their own in the future, the instruments governing the debt could restrict their ability to pay dividends or make other payments. If IMTE or our subsidiaries were unable to receive all of the revenue from our operations, IMTE could be unable to pay dividends on our ordinary shares. Additional details on the convertibility of RMB into foreign currencies is set out in the "Risks Related to Doing Business in China" in the "Risk Section" on page 8.
Holding Foreign Companies Accountable Act is not applicable
IMTE's auditor, Ramirez Jimenez International CPAs, is registered with the U.S. Public Company Accounting Oversight Board and is based in California and it does not have any branches or offices outside the United States. As a result, unlike Chinese companies with auditors in China, the U.S. Holding Foreign Companies Accountable Act is not applicable to IMTE.
Recent Developments
On July 6, 2021, IMTE entered into three securities purchase agreements with three accredited investors for the total sale of 888,887 ordinary shares of IMTE at 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 12, 2021,
IMTE announced that it had entered into a conditional sale and purchase agreement ("Sale and Purchase Agreement") to acquire 100% of
the equity interests in Magnum International Holdings Limited, a British Virgin Islands corporation ("Magnum"), for US$11 million.
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. The acquisition of the Magnum by IMTE was 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.
Under the terms of the Agreement, the long stop date to complete this transaction was within 3 months from the date of the
Agreement. On December 2, 2021, the parties agreed to terminate the Agreement as the Company had determined that it would not be
able to complete the due diligence and close the transaction within that 3-month period.
Risk Factor relating to the Offering
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 8. You
should carefully consider such risks before deciding to invest in our securities.
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
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 Doing Business in
China
Uncertainties exist
with respect to the interpretation and implementation of PRC Foreign Investment Law and how it may impact the viability of our group
structure and business operations.
On March 15, 2019,
the National People's Congress approved the Foreign Investment Law, which took effect on January 1, 2020 and replaced three existing
laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the Wholly
Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment Law
embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing
international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested
enterprises in China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection
and administration of foreign investments in view of investment protection and fair competition.
According to the
Foreign Investment Law, "foreign investment" refers to investment activities directly or indirectly conducted by one or more natural
persons, business entities, or otherwise organizations of a foreign country (collectively referred to as "foreign investor") within
China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with
other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity
shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually
or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by
laws, administrative regulations, or the State Council.
According to the
Foreign Investment Law, the State Council will publish or approve to publish the "negative list" for special administrative measures
concerning foreign investment. The Foreign Investment Law grants national treatment to foreign-invested entities ("FIEs"), except
for those FIEs that operate in industries deemed to be either "restricted" or "prohibited" in the "negative list". Because the
"negative list" has yet to be published, it is unclear whether it will differ from the current Special Administrative Measures for
Market Access of Foreign Investment (Negative List). The Foreign Investment Law provides that FIEs operating in foreign restricted
or prohibited industries will require market entry clearance and other approvals from relevant Chinese governmental authorities. If
a foreign investor is found to invest in any prohibited industry in the "negative list", such foreign investor could be required to
cease its investment activities, dispose of its equity interests or assets within a prescribed time limit and have its income
confiscated. If the investment activity of a foreign investor is in breach of any special administrative measure for restrictive
access provided for in the "negative list", the relevant competent department shall order the foreign investor to make corrections
and take necessary measures to meet the requirements of the special administrative measure for restrictive access.
The Chinese
government will establish a foreign investment information reporting system, according to which foreign investors or
foreign-invested enterprises must submit investment information to the competent department for commerce concerned through the
enterprise registration system and the enterprise credit information publicity system, and a security review system under which the
security review shall be conducted for foreign investment affecting or likely affecting the state security.
Furthermore, the
Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign
investment may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment
Law.
In addition, the
Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC,
including that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency, its contributions,
profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or compensation
lawfully acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments to
the foreign investors; governments at all levels and their departments shall enact local normative documents concerning foreign
investment in compliance with laws and regulations and shall not impair legitimate rights and interests, impose additional
obligations onto FIEs, set market access restrictions and exit conditions, or intervene with the normal production and operation
activities of FIEs; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable
compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited;
and mandatory technology transfer is prohibited.
As such, there is a risk
that our electronic glass business, which is currently operated by Smartglass Zhenjiang, could be designated to on the "negative
list" for special administrative measures concerning foreign investment. And if its business were to on the "negative list", we
would need to seek permission and approval from the Chinese regulatory to continue to conduct our electronic glass business in the
PRC. If Smartglass Zhenjiang were to be put on the "negative list" and were not successful in obtaining permission or approval, then
its business could be required to close or sold, which could adversely affect IMTE's financial position and share price.
The Chinese
government can exert substantial influence over the manner in which companies operate in China.
The Chinese
government has exercised, and may continue to exercise, substantial influence or control over virtually every sector of the Chinese
economy through regulation and state ownership. Our ability to operate in China could be undermined by changes in PRC laws and
regulations, including those relating to taxation, environmental regulations, land use rights, properties and other matters. The
central or local governments could impose new, stricter regulations or interpretations of existing regulations that would require
additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly,
government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more
centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant
effect on economic conditions in China or particular regions, and could require IMTE to relinquish any interest that we hold in
Chinese properties. If our PRC subsidiaries do not receive or maintain approvals, inadvertently conclude that approvals needed for
their business are not required or if there are changes in applicable laws (including regulations) or interpretations of laws and
our PRC subsidiaries are required but unable to obtain approvals in the future, then such changes or need for approvals (if not
obtained) could adversely affect the operations on our PRC subsidiaries and the value of IMTE shares could significantly decline or
become worthless.
As such, our PRC
subsidiaries could be subject to various government and regulatory oversight in the provinces in which they operate. They could be
subject to regulation by various political and regulatory entities, including various local and municipal agencies and government
sub-divisions. Our PRC subsidiaries could incur increased costs necessary to comply with existing and newly adopted laws and
regulations or penalties for any failure to comply.
The Chinese
government could intervene or influence the operations of our subsidiaries based in Hong Kong and the PRC at any time and any such
intervention or influence could result in a material change in our operations and/or the value of our ordinary shares.
Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offers
of securities, it is uncertain if or how the Company (which it is incorporated in Australia but most of its officers or directors
are based in Hong Kong or the PRC) could be required to obtain permission from the PRC government to make an offer of securities in
the future, and even if any such permission were obtained, whether it could be rescinded. Although we are currently not required to
obtain permission from the PRC government or any local government to obtain such permission, our operations could be adversely
affected, directly or indirectly, if we had to obtain approvals from the PRC government to offer securities. and could result in a
significant decrease in the value of our ordinary shares, or a complete hinderance of our ability to offer or continue to offer our
securities to investors and cause the value of our securities to significantly decline or be worthless.
Recent
regulatory initiatives implemented by the PRC competent government authorities on cyberspace data security could impact our business
operations and compliance status.
Recently, the
General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the "Opinions on Severely Cracking Down on Illegal Securities Activities According to Law," or the Opinions, which was made
available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities
activities, and the need to strengthen the supervision over overseas listings by Chinese companies but not Australian companies such
as IMTE.
On July 10, 2021,
the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments, which
required that, any data processing operators controlling personal information of no less than one million users which seeks to list
in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when
assessing the national security risks of the relevant activities. We do not expect to be subject to cybersecurity review if the
draft Measures for Cybersecurity Review become effective as published because: (i) our products and services are not offered
directly to individual consumers; (ii) we do not possess a large amount of personal information in our business operations; and
(iii) data processed in our business does not have a bearing on national security and thus may not be classified as core or
important data by the authorities.
Since the CAC's
statements are in draft form, it is uncertain how soon legislative or administrative regulation making bodies will respond and what
existing or new laws or regulations and interpretations will be modified or promulgated, if any, and the potential impact they could
have on the operations of IMTE's subsidiaries in the PRC, the ability to accept foreign investments and the convertibility of
foreign exchange.
The trading of
our shares could potentially be adversely impacted by the Holding Foreign Companies Accountable Act ("HFCA Act") if it is later
determined that the PCAOB is unable to inspect or investigate our auditor because of a position taken by the Chinese government,
which could cause trading in our shares to be prohibited under HFCA Act and our shares to be delisted.
IMTE's auditor,
Ramirez Jimenez International CPAs, is PCAOB-registered and based in California, United States. Under the HFCA Act, the PCAOB is
permitted to inspect IMTE's independent public accounting firm. There is no guarantee that future audit reports will be prepared by
auditors that are subject to complete inspection by the PCAOB and, in such event, this could result in limitations or restrictions
to our access of the U.S. capital markets. Furthermore, trading in our securities could be prohibited under the HFCA Act if the SEC
were to subsequently determine that our audit work is performed by auditors that the PCAOB is unable to inspect or investigate
completely, including as a result of a position taken by an authority in China or other foreign jurisdiction that prevents the PCAOB
from conducting an inspection of our auditor and, as a result, Nasdaq could determine to delist our ordinary shares.
In June 2021, the
U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and
require the SEC to prohibit an issuer's securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB
inspections for two consecutive years (instead of three consecutive years under current law). Furthermore, trading in our securities
could be prohibited under the HFCA Act (as amended by the Accelerating Holding Foreign Companies Accountable Act) if the SEC were to
subsequently determine that our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely,
including as a result of a position taken by an authority in China or other foreign jurisdiction that prevents the PCAOB from
conducting an inspection of our auditor and, as a result, Nasdaq could determine to delist our ordinary shares.
PRC
regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the
proceeds of the offerings to make loans or additional capital contributions to our PRC subsidiary, which could materially and
adversely affect our liquidity and our ability to fund and expand our business.
In utilizing the
proceeds from the offerings or any future offerings, as an offshore holding company of our PRC subsidiary, we may make loans to our
PRC subsidiary and controlled PRC affiliate, or we may make additional capital contributions to our PRC subsidiary. Any loans to our
PRC subsidiary or controlled PRC affiliate are subject to PRC regulations and approvals. For example, loans by us to our PRC
subsidiary in China, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and
must be registered with a Chinese agency known as SAFE or its local counterpart.
We may also decide
to finance our PRC subsidiary through capital contributions. These capital contributions must be approved by the Ministry of
Commerce in China or its local counterpart. It is possible that we may not be able to obtain these government registrations or
approvals on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or controlled PRC affiliate or
capital contributions by us to our subsidiaries or any of their respective subsidiaries. If we fail to receive such registrations or
approvals, our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability
to fund and expand our business.
In 2015, SAFE
promulgated Circular 19, a notice regulating the conversion by a foreign-invested enterprise of foreign currency into Renminbi by
restricting how the converted Renminbi may be used. Circular 19 requires that Renminbi converted from the foreign
currency-denominated capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by
the applicable governmental authority and may not be used for equity investments within the PRC unless specifically provided for
otherwise in its business scope. In addition, SAFE strengthened its oversight of the flow and use of Renminbi funds converted from
the foreign currency-denominated capital of a foreign-invested enterprise. The use of such Renminbi may not be changed without
approval from SAFE and may not be used to repay Renminbi loans if the proceeds of such loans have not yet been used for purposes
within the foreign-invested enterprise's approved business scope.
We cannot assure you
that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely
basis, if at all, with respect to future loans by us to our PRC subsidiary or controlled PRC affiliate or with respect to future
capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability
to use the proceeds we receive from the offerings and to capitalize or otherwise fund our PRC operations may be negatively affected,
which could adversely and materially affect our liquidity and our ability to fund and expand our business.
Governmental
control of currency conversion may limit our ability to use our revenues effectively and the ability of our PRC subsidiary to obtain
financing.
The PRC government
imposes control on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of
China. For our PRC subsidiaries, we will receive a majority of our revenues in Renminbi, which currently is not a freely convertible
currency. Restrictions on currency conversion imposed by the PRC government may limit our ability to use revenues generated in
Renminbi to fund our expenditures denominated in foreign currencies or our business activities outside China. Under China's existing
foreign exchange regulations, Renminbi may be freely converted into foreign currency for payments relating to current account
transactions, which include among other things dividend payments and payments for the import of goods and services, by complying
with certain procedural requirements. Our PRC subsidiary is able to pay dividends in foreign currencies to us without prior approval
from SAFE, by complying with certain procedural requirements. Our PRC subsidiary may also retain foreign currency in their
respective current account bank accounts for use in payment of international current account transactions. However, we cannot assure
you that the PRC government will not take measures in the future to restrict access to foreign currencies for current account
transactions.
Conversion of
Renminbi into foreign currencies, and of foreign currencies into Renminbi, for payments relating to capital account transactions,
which principally includes investments and loans, generally requires the approval of SAFE and other relevant PRC governmental
authorities. Restrictions on the convertibility of the Renminbi for capital account transactions could affect the ability of our PRC
subsidiary to make investments overseas or to obtain foreign currency through debt or equity financing, including by means of loans
or capital contributions from us.
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 the section captioned "Use of Proceeds" in this prospectus and any prospectus supplement 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 issued under a 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, IMTE intends to use the net proceeds from the sale of ordinary shares primarily for purchasing lamination equipment for our electric glass business of about US$10.5 million, manufacturing, sales and marketing for our air filter product business of about US$1.5 million and general working capital of about US$3.0 million which may include capital expenditures, investment of businesses and other general and administrative matters. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.
Pending these uses, IMTE intend to invest the proceeds in investment-grade, interest-bearing securities such as money market funds, certificates of deposit, or direct or guaranteed obligations of the U.S. government, or hold as cash. IMTE cannot predict whether the proceeds invested will yield a favorable return. Management will have broad discretion in the application of the net proceeds we receive from this offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds.
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)(4)
|
227,811
|
-
|
-
|
227,811
|
2.18%
|
Jing Zhuo(1)
|
-
|
-
|
-
|
-
|
-
|
Dr. Heming Cui
|
-
|
-
|
-
|
-
|
-
|
Hui Zhong (2)
|
-
|
-
|
-
|
-
|
-
|
Dan Li (3)
|
-
|
-
|
-
|
-
|
-
|
All directors as a group (5 persons)
|
227,811
|
-
|
-
|
227,811
|
2.18%
|
Rich Limited (5)
|
-
|
-
|
599,828
|
599,828
|
5.75%
|
Nextglass Technologies Corp (6)
|
700,000
|
-
|
507,692
|
1,207,652
|
11.57%
|
Xinyuandi International Holdings Limited(7)
|
688,408
|
-
|
-
|
688,408
|
6.60%
|
Xinhaixin International Holdings Limited (8)
|
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 31, 2021.
|
(4)
|
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.
|
(5)
|
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
|
(6)
|
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.
|
(7)
|
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.
|
(8)
|
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.
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11.
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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.
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12.
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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.
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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.
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14.
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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.
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15.
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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.
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16.
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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.
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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.
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18.
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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.
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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.
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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.
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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
You
should carefully consider the information disclosed in Item 10B of our Annual Report on Form 20-F for the fiscal year ended December
31, 2020, which is incorporated by reference.
General Meetings of Shareholders
You
should carefully consider the information disclosed in Item 10B of our Annual Report on Form 20-F for the fiscal year ended December
31, 2020, which is incorporated by reference.
Foreign Ownership Regulation
You
should carefully consider the information disclosed in Item 10B of our Annual Report on Form 20-F for the fiscal year ended December
31, 2020, which is incorporated by reference.
Ownership Threshold
You
should carefully consider the information disclosed in Item 10B of our Annual Report on Form 20-F for the fiscal year ended December
31, 2020, which is incorporated by reference.
Issues of Shares and Change in Capital
You
should carefully consider the information disclosed in Item 10B of our Annual Report on Form 20-F for the fiscal year ended December
31, 2020, which is incorporated by reference.
Access to and Inspection of Documents
You
should carefully consider the information disclosed in Item 10B of our Annual Report on Form 20-F for the fiscal year ended December
31, 2020, which is incorporated by reference.
Exchange Controls
You
should carefully consider the information disclosed in Item 10D of our Annual Report on Form 20-F for the fiscal year ended December
31, 2020, which is incorporated by reference.
Exemptions from certain Nasdaq Corporate
Governance Rules
The
Nasdaq listing rules allow for a foreign private issuer, such as IMTE, to follow its home country practices in lieu of certain of the
Nasdaq's corporate governance standards. In connection with our Nasdaq Listing Application, we have relied on and expect to continue
to rely on exemptions from certain corporate governance standards that are contrary to the laws, rules, regulations or generally accepted
business practices in Australia. These exemptions are described below:
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Although the majority of our directors currently
qualify as independent under the Nasdaq Listing Rules, we have relied on and expect in the future to continue to rely on an exemption
from these independence requirements for a majority of our board of directors as prescribed by Nasdaq Listing Rules.
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•
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We have relied on and expect to continue to rely
on an exemption from the requirement that our independent directors meet regularly in executive sessions under Nasdaq Listing Rules.
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We have relied on and expect to continue to rely
on an exemption from the quorum requirements applicable to meetings of shareholders under Nasdaq Listing Rules. In compliance with
Australian law, our Constitution provides that three shareholders present, in person or by proxy, attorney or a representative, shall
constitute a quorum for a general meeting. Nasdaq Listing Rules require that an issuer provide for a quorum as specified in its by-laws for any
meeting of the holders of ordinary shares, which quorum may not be less than 33.3% of the outstanding shares of an issuer's
voting ordinary shares. Accordingly, because applicable Australian law and rules governing quorums at shareholder meetings differ
from Nasdaq's quorum requirements, we seek to claim this exemption.
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•
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We have relied on and expect to continue to rely
on an exemption from the requirement prescribed by Nasdaq Listing Rules that issuers obtain shareholder approval prior to the issuance
of securities in connection with certain acquisitions, private placements of securities, or the establishment or amendment of certain
stock option, purchase or other compensation plans. Due to differences between Australian law and rules and the Nasdaq shareholder
approval requirements, we seek to claim this exemption.
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TAXATION
You
should carefully consider the information disclosed in Item 10E of our Annual Report on Form 20-F for the fiscal year ended
December 31, 2020, which is incorporated by reference.
EXPENSES
The
following table sets forth an estimate of the fees and expenses payable by us in connection with the potential sale of the ordinary shares
covered by this prospectus. The estimates to not include expenses related to offerings of particular securities. Any prospectus supplement
describing an offering of Shares will reflect the estimated expenses related to the offering of securities under that prospectus supplement.
All amounts shown are estimates except for the SEC registration fee.
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SEC registration fee
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US$
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1,390.50
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Printing expenses
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1,000
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Legal fees and expenses
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30,000
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Accounting fees and expenses
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5,000
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Total
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US$
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37,390.50
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LEGAL MATTERS
The
validity of the Shares to be registered in the offering under this prospectus will be passed upon by our Australian counsel, Rimôn
Law.
EXPERTS
The
audited consolidated financial statements for fiscal years 2019 and 2020 that are included in the Company's Annual Report on Form
20-F for 2020, which have been incorporated by reference in this prospectus and elsewhere in the registration statement have been so
incorporated by reference in reliance upon the report of Ramirez Jimenez International CPAs, independent registered public accounting
firm, upon the authority of said firm as experts in auditing and accounting. The office of Ramirez Jimenez International CPAs is located
at 18012 Sky Park Circle, Suite 200, Irvine, CA 92614.
ENFORCEABILITY OF
CIVIL LIABILITIES
We
are a public limited company incorporated under the laws of Australia. All of our directors are non-residents of the United
States and substantially all of their assets are located outside the United States. As a result, it may not be possible for you to:
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effect service of process within the United States
upon our non-U.S. resident directors or on us;
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enforce in U.S. courts judgments obtained against
our non-U.S. resident directors or us in the United States courts in any action, including actions under the civil liability
provisions of U.S. securities laws;
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•
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enforce in U.S. courts judgments obtained against
our non-U.S. resident directors or us in courts of jurisdictions outside the United States in any action, including actions
under the civil liability provisions of U.S. securities laws; or
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•
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bring an original action in an Australian court
to enforce liabilities against our non-U.S. resident directors or us based solely upon U.S. securities laws.
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You
may also have difficulties enforcing in courts outside the United States judgments that are obtained in U.S. courts against any of our non-U.S. resident
directors or us, including actions under the civil liability provisions of the U.S. securities laws.
With
that noted, there are no treaties between Australia and the United States that would affect the recognition or enforcement of foreign
judgments in Australia. We also note that investors may be able to bring an original action in an Australian court against us to enforce
liabilities based in part upon U.S. federal securities laws. The disclosure in this section is not based on the opinion of counsel.
WHERE YOU CAN FIND
ADDITIONAL INFORMATION
We
are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers.
This prospectus, which constitute a part of the registration statement, does not contain all of the information set forth in the registration
statement or the exhibits. As this prospectus does not contain all of the information contained in the registration statement, you should
read the registration statement and its exhibits for further information with respect to us and our securities. All information that
we file with the SEC is available through the SEC's Electronic Data Gathering, Analysis and Retrieval system, which may be accessed
through the SEC's website at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-732-0330. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC.
Please visit the SEC's website at www.sec.gov for further information on the SEC's Public Reference Room.
We
are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers.
Our annual report on Form 20-F for the year ending December 31, 2020 has been filed with the SEC and an annual report on Form 20-F
for subsequent years will be due within four months following the fiscal year end. Our interim financial report filed on Form 6-K
for the six months end June 30, 2021, was filed with the SEC on September 29, 2021, and such interim financial report for subsequent
years will be due within six months following the interim period end of June 30 each year.
We
are not required to disclose certain other information that is required from U.S. domestic issuers. As a foreign private issuer, we
are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements,
and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery
provisions contained in Section 16 of the Exchange Act and also from Regulation FD (Fair Disclosure), which was adopted to ensure
that select groups of investors are not privy to specific information about an issuer before other investors.
We
are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 of the Exchange Act. Since
many of the disclosure obligations required of us as a foreign private issuer are different than those required by companies filing as
a domestic issuer, our shareholders, potential shareholders and the investing public in general should not expect to receive information
about us in the same amount and at the same time as information is received from, or provided by, companies filing as a domestic issuer.
We are liable for violations of the rules and regulations of the SEC that apply to us as a foreign private issuer.
Only
the specific documents incorporated by reference in any accompanying prospectus supplement, or incorporated by reference in this prospectus,
are to be deemed incorporated by reference into this prospectus and the registration statement of which they are a part. No information
available on or through our website, or any other website, shall be deemed incorporated by reference into this prospectus.
Upon
written or oral request, we shall provide without charge to each person to whom a copy of this prospectus is delivered a copy of any
or all of the documents that are incorporated by reference to this prospectus but not delivered with this prospectus. You may request
a copy of these filings by contacting us at Suite 801, 8/F, Siu On Centre, 188 Lockhart Road, Wanchai,
Hong Kong, Attention Cecil Ho, Joint Company Secretary, telephone +852 2989 0288. Our website
address is www.imtechltd.com, telephone +61 3 8692 7222.
DISCLOSURE OF SEC'S
POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of
IMTE, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
Integrated
Media Technology Limited
$15,000,000
3,800,000 Ordinary Shares
Prospectus
No
dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering
other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having
been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than
the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction
in which the offer or solicitation is not authorized or is unlawful.
PART
II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 6.
Indemnification of Directors and Officers
Australian
law. Australian law provides that a company or a related body corporate of the company may provide for indemnification of officers
and directors, except to the extent of any of the following liabilities incurred as an officer or director of the company:
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a liability owed to the company or
a related body corporate of the company;
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a liability for a pecuniary penalty
order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA or 1317HB of the Australian Corporations
Act 2001;
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a liability that is owed to someone
other than the company or a related body corporate of the company and did not arise out of conduct in good faith; or
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legal costs incurred in defending
an action for a liability incurred as an officer or director of the company if the costs are incurred:
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•
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in defending or resisting proceedings in which
the officer or director is found to have a liability for which they cannot be indemnified as set out above;
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in defending or resisting criminal
proceedings in which the officer or director is found guilty;
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in defending or resisting proceedings
brought by the Australian Securities & Investments Commission or a liquidator for a court order if the grounds for making
the order are found by the court to have been established (except costs incurred in responding to actions taken by the Australian
Securities & Investments Commission or a liquidator as part of an investigation before commencing proceedings for a court
order); or
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in connection with proceedings for
relief to the officer or a director under the Corporations Act, in which the court denies the relief.
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Constitution. Our
Constitution provides, except to the extent prohibited by the law and the Corporations Act, for the indemnification of any current or
former director, secretary or executive officer of IMTE, or a subsidiary of IMTE against every liability incurred by that person in such
capacity, and for all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings, whether civil or
criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity, except where
IMTE is prohibited by statute to indemnify such person or where an indemnity would be made void by statute.
SEC Position. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers
or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Recent
Sales of Unregistered Securities
Over
the past three years, we have issued and sold to third parties the securities listed below without registering the securities under the
Securities Act of 1933, as amended (the "Securities Act"). None of these transactions involved any public offering. All our
securities were sold through private placement either (i) outside the United States or (ii) in the United States to a limited
number of investors in transactions not involving any public offering. As discussed below, we believe that each issuance of these securities
was exempt from, or not subject to, registration under the Securities Act.
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1.
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the issuance of 25,275 shares at a share price
of US$14.45 (or about A$19.456) per share for a total subscription proceeds of A$491,750 for settlement of consultancy service payment
on July 17, 2018. These shares were issued to a person outside the United States in a transaction not subject to the registration
requirements of the Securities Act in reliance on Regulation S.
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2.
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the issuance of 708,500 shares for the conversion
of A$8,000,000 of debt owed to Marvel Finance Limited on December 12, 2018. These shares were sold outside the United States in a
transaction not subject to the registration requirements of the Securities Act in reliance on Regulation S.
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3.
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the sale of 450,000 shares in the amount of US$1,350,000
by private placement to Nextglass Technologies Corp on September 8, 2020. This issuance was exempt from registration under the Securities
Act in reliance on Section 4(a)(2).
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4.
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the issuance of 4,471 shares in the amount of
US$17,000 to Arpa Infinity Limited for the provision of IT development on September 15, 2020. These shares were sold outside the
United States in a transaction not subject to the registration requirements of the Securities Act in reliance on Regulation S.
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5.
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issuance of 250,000 shares each to Nextglass Technologies
Corp and Teko International Limited for a total issuance of 500,000 shares in the total amount of US$1,500,000 for the purchase a
total of 51% interests in Sunup Holdings Limited on September 17, 2020. These issuances were exempt from registration under the Securities
Act in reliance on Section 4(a)(2) and Regulation S.
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6.
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the aggregate of first issuance of the 700,000
shares in the amount of US$2,100,000 on July 20, 2020 and second issuance of 241,667 shares in the amount of US$725,000 by conversion
of a convertible promissory note by CIMB Limited on October 6, 2020. These securities were sold outside the United States in a transaction
not subject to the registration requirements of the Securities Act in reliance on Regulation S.
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7.
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issuance of 46,741 shares to CIMB Limited in the
amount of A$174,811 for the settlement of interest on a convertible promissory note on October 6, 2020. The shares were sold outside
the United States in a transaction not subject to the registration requirements of the Securities Act in reliance on Regulation S.
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8.
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issuance of 307,692 shares in the amount of US$1,000,000
for the nano-coating filter business, pursuant to a placement agreement entered into on December 21, 2020. The shares were sold outside
the United States in a transaction not subject to the registration requirements of the Securities Act in reliance on Regulation S.
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9.
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the issuance of 17,744 shares in the amount of
US$64,100 to staff for the performance remuneration on February 2, 2021. These shares were sold outside the United States in a transaction
not subject to the registration requirements of the Securities Act in reliance on Regulation S.
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10.
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the issuance of 2,768 shares in the amount of
US$10,000 to staff for the provision of accounting and administrative services on February 5, 2021. These shares were sold outside
the United States in a transaction not subject to the registration requirements of the Securities Act in reliance on Regulation S.
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11.
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the issuance of 573,350 shares in the amount of
US$2,293,400 to twelve investors outside the United States for the manufacturing infrastructure and working capital on April 19,
2021. These shares were sold outside the United States in a transaction not subject to the registration requirements of the Securities
Act in reliance on Regulation S.
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Item 8. Exhibits
and Financial Statement Schedules
See Exhibit
Index beginning on page II-6 of this registration statement.
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(b)
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Financial Statement Schedules
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Schedules
have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial
Statements or the Notes thereto.
Item 9. Undertakings
The undersigned registrant
hereby undertakes:
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(1)
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To file, during any period in which
offers or sales of the registered securities are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
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(iii)
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To include any material information with respect
to the plan of distribution not previously disclosed in the registration statement or any material change to such information in
the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) to this section do not apply
if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the Registration Statement.
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(2)
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That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(3)
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To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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To file a post-effective amendment to the registration
statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering
or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in
the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective
amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or
Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement.
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(5)
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That, for the purpose of determining liability
under the Securities Act to any purchaser:
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(i)
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Each prospectus filed by the registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
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(ii)
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Each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of
the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such Securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date.
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(6)
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That, for the purpose of determining liability
of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf
of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
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The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes
that:
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(1)
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For purposes of determining any liability under
the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
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(2)
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For the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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EXHIBIT INDEX
The following exhibits are filed as
part of this registration statement:
Exhibit
|
Description
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3.1
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Constitution of Registrant (incorporated by reference
to Exhibit 1.1 to IMTE's Registration Statement on Form 20-F/A filed on May 8, 2017)
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4.1
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Form of Convertible Promissory Note (incorporated
by reference to Exhibit 4.1 to IMTE's Form 6-K/A filed on February 12, 2020)
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5.1#
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Opinion of Rimôn Law
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10.1
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Share Sale and Purchase Agreement for the purchase
of 100% in Marvel Digital Limited between Marvel Finance Limited and IMTE dated May 14, 2015 (incorporated by reference to Exhibit
4.1 to IMTE's Registration Statement on Form 20-F/A filed on May 8, 2017)
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10.2
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Consulting Agreement between IMTE and BDO Partnership
SA Pty Limited for the provision of Company Secretarial services dated November 6, 2015 (incorporated by reference to Exhibit 4.4
to IMTE's Registration Statement on Form 20-F/A filed on May 8, 2017)
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10.3
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Subscription agreement between Marvel Digital Limited
and E-Tech Electronics Limited, dated January 3, 2018 (incorporated by reference to Exhibit 99.2 to IMTE's Form 6-K filed on
January 3, 2018)
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10.4
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Deed of Guarantee between IMTE and E-Tech Electronics
Limited, dated January 3, 2018 (incorporated by reference to Exhibit 99.3 to IMTE's Form 6-K filed on January 3, 2018)
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10.5
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Put option between IMTE and E-Tech Electronics
Limited, dated January 3, 2018 (incorporated by reference to Exhibit 99.4 to IMTE's Form 6-K filed on January 3, 2018)
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10.6
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Subscription agreement between IMTE and Marvel
Finance Limited dated October 13, 2018 (incorporated by reference to Exhibit 4.7 to IMTE's Annual Report on Form 20-F filed
on May 15, 2019)
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10.7
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Distribution agreement between IMTE and Teko International
Limited dated April 29, 2019 (incorporated by reference to Exhibit 4.8 to IMTE's Annual Report on Form 20-F filed on May 15,
2019)
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10.8
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Convertible Note Purchase Agreement with CIMB Limited
dated January 20, 2020 (incorporated by reference to Exhibit 99.1 to IMTE's Form 6-K filed on January 21, 2020)
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10.9
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Supplement Agreement of Convertible Note Purchase
Agreement between Integrated Media Technology Limited and CIMB Limited dated February 11, 2020 (incorporated by reference to Exhibit
10.1 to IMTE's Form 6-K/A filed on February 12, 2020)
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10.10
|
Securities Purchase Agreement for the sale of Shares
and Warrants to Ionic Ventures, LLC dated February 20, 2020 (incorporated by reference to Exhibit 99.1 to IMTE's Form 6-K filed
on February 24, 2020)
|
10.11
|
Director agreement between IMTE and Dr Heming Cui
dated June 12, 2020 (incorporated by reference to Exhibit 4.11 to IMTE's Annual Report on Form 20-F filed on June 16, 2020)
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10.12
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Service agreement for Cecil Ho, between
IMTE and Asset Union Limited dated March 19, 2019 (incorporated by reference to Exhibit 4.12 to IMTE's Annual Report on Form
20-F filed on June 16, 2020)
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10.13
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Agreement for sale of 95% Issued Shares of Marvel
Digital Limited dated May 11, 2020 (incorporated by reference to Exhibit 4.13 to IMTE's Annual Report on Form 20-F filed on
June 16, 2020)
|
10.14
|
Debt Conversion Agreement between IMTE and CIMB
Limited dated July 25, 2020 (incorporated by reference to Exhibit 99.1 to IMTE's Form 6-K filed on July 29, 2020)
|
10.15
|
Convertible Note Purchase Agreement between IMTE
and CIMB Limited dated July 25, 2020 (incorporated by reference to Exhibit 99.2 to IMTE's Form 6-K filed on July 29, 2020)
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10.16
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Placement Agreement between IMTE and Nextglass
Technologies Corp dated August 6, 2020 (incorporated by reference to Exhibit 99.1 to IMTE's Form 6K filed on August 12, 2020)
|
10.17
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Convertible Note Purchase Agreement between IMTE
and Nextglass Technologies Corp dated August 6, 2020 (incorporated by reference to Exhibit 99.2 to IMTE's Form 6K filed on
August 12, 2020)
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10.18
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Sale and Purchase Agreement between IMTE and Nextglass
Technologies Corp dated August 6, 2020 for 25.5% interests in Sunup Holdings Limited (incorporated by reference to Exhibit 99.3 to
IMTE's Form 6-K filed on August 12, 2020)
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10.19
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Sale and Purchase Agreement between IMTE and Teko
International Limited dated August 6, 2020 for 25.5% interests in Sunup Holdings Limited (incorporated by reference to Exhibit 99.4
to IMTE's Form 6-K filed on August 12, 2020)
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10.20
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Securities Purchase Agreement between IMTE and
Mercer Street Global Opportunity Fund, LLC dated November 27, 2020 (incorporated by reference to Exhibit 99.1 to IMTE's Form
6-K filed on December 2, 2020)
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10.21
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IMTE's Employee Share Option Plan ("ESOP")
(incorporated by reference to Exhibit 10.23 to IMTE's Form F-1 filed on December 23, 2020)
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10.22
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Placement Agreement between IMTE and IPO Solutions
Limited dated December 21, 2020 (incorporated by reference to Exhibit 10.24 to IMTE's Form F-1 filed on December 23, 2020)
|
10.23
|
Supplement Letter Agreement to the Convertible
Note Purchase Agreement between IMTE and Nextglass Technologies Corp dated December 21, 2020 (incorporated by reference to Exhibit
10.25 to IMTE's Form F-1 filed on December 23, 2020)
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10.24
|
Equipment Purchase and Sale Agreement between IMTE,
RE&I International Limited and Zhenjiang Nextek Glass Film Limited dated December 21, 2020 (incorporated by reference to Exhibit
10.26 to IMTE's Form F-1 filed on December 23, 2020)
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10.25
|
Subscription Agreement between IMTE, Joinstar International
Limited and Greifenberg Capital Limited dated December 21, 2020 (incorporated by reference to Exhibit 10.27 to IMTE's Form
F-1 filed on December 23, 2020)
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10.26
|
Assignment and Assumption of Contracts and Contract
Rights between Sunup Holdings Limited and SWIS Co., Ltd dated December 21, 2020 (incorporated by reference to Exhibit 10.28 to IMTE's
Form F-1 filed on December 23, 2020)
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10.27
|
Underwriting agreement between CIMC Marketing Pty
Limited, a wholly owned subsidiary of IMTE with Xped Limited dated on February 5, 2021
|
10.28
|
Securities Purchase Agreement between IMTE and
Mercer Street Global Opportunity Fund, LLC dated February 22, 2021 (incorporated by reference to Exhibit 99.1 to IMTE's Form
6-K filed on February 22, 2021)
|
10.29
|
Securities Purchase Agreement between IMTE and
Ionic Ventures, LLC dated March 23, 2021 (incorporated by reference to Exhibit 99.2 to IMTE's Form 6-K filed on March 23, 2021)
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10.30
|
Securities Purchase Agreement between IMTE and
Gold Bull Capital Co., Ltd. dated July 6, 2021 (incorporated by reference to Exhibit 99.1 to IMTE's Form 6-K filed on July
6, 2021)
|
10.31
|
Securities Purchase Agreement between IMTE and
Blackhorse Capital Co., Limited dated July 6, 2021 (incorporated by reference to Exhibit 99.2 to IMTE's Form 6-K filed on July
6, 2021)
|
10.32
|
Securities Purchase Agreement between IMTE and
Goldenyadan International Holdings Limited dated July 6, 2021 (incorporated by reference to Exhibit 99.3 to IMTE's Form 6-K
filed on July 6, 2021)
|
10.33#
|
Employment agreement between IMTE and Mr. Xiaodong
Zhang dated July 19, 2021
|
10.34#
|
Director agreement between IMTE and
Ms. Jing Zhuo dated July 19, 2021
|
10.35#
|
Director agreement between IMTE and Ms. Hui Zhong
dated August 3, 2021
|
10.36#
|
Director agreement between IMTE and Ms. Dan Li
dated August 31, 2021
|
23.1#
|
Consent of Rimôn Law (included in Exhibit
5.1)
|
23.2*
|
Consent of Ramirez Jimenez International CPAs,
Independent Registered Public Accounting Firm
|
* filed herewith
# previously filed
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-1 and has duly caused this Amendment No.3 to the registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Shenzhen, China, on December 21, 2021.
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Integrated
Media Technology Limited
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|
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By:
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/s/ Xiaodong Zhang
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Name:
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Xiaodong Zhang
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Title:
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Executive Chairman and Chief Executive Officer
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|
|
|
Pursuant
to the requirements of the Securities Act of 1933, this Amendment No.3 to the registration statement has been signed by the following persons in the capacities
and on the dates indicated.
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|
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Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
*
Xiaodong Zhang
|
|
Chief Executive
Officer and Executive Chairman
(principal executive officer)
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|
December 21, 2021
|
/s/
Jing Zhuo
Jing Zhuo
|
|
Chief
Financial Officer
Director
|
|
December 21,
2021
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*
Heming Cui
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Director
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|
December 21,
2021
|
*
Hui Zhong
|
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Director
|
|
December 21,
2021
|
*
Dan Li
|
|
Director
|
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December 21,
2021
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* By:
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/s/ Jing Zhuo
|
|
|
Jing Zhuo
|
|
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Attorney-in-fact
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Integrated Media Technology Limited, has signed this Amendment No.3 to the registration statement in Newark, Delaware, on December 21, 2021.
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Authorized U.S. Representative
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|
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Puglisi & Associates
|
|
By:
|
|
/s/ Donald J. Puglisi
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|
|
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Name: Donald J. Puglisi
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|
|
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Title: Managing Director
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