Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-227741
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated October 19, 2018)
Integrated
Media Technology Limited
158,730
Ordinary Shares
Warrants
to purchase up to 126,984 Ordinary Shares
This
prospectus supplement relates to the offer and sale of 158,730 ordinary shares ("Shares") of Integrated Media Technology
Limited, an Australian corporation (the "Company", "our", "we" and "us"), and
warrants (the "Warrants") to purchase up to 126,984 ordinary shares (the "Warrant Shares"). Each Warrant
will be exercisable for an ordinary share from the date of such Warrant's issuance and for a period of 12 months thereafter,
at an exercise price of US$10.50 per Share.
The
Shares and the Warrants can only be purchased together in this offering but will be issued separately and will be immediately
separable upon issuance.
Our
ordinary shares are listed on The Nasdaq Capital Market ("Nasdaq") under the symbol "IMTE" and the Shares
sold in this offering will trade on Nasdaq. The closing price of our ordinary shares on Nasdaq on February 19, 2020 was US$6.40
per share. There is no established market for the Warrants and we do not intend to apply for a listing of the Warrants on any
securities exchange; however, the ordinary shares underlying the Warrants will be listed on Nasdaq.
We
have not employed any broker, dealer or underwriter in connection with the offer and sale of the Shares or Warrants.
In
accordance with General Instruction I.B.5 of Form F-3, we have not sold any securities during the prior 12 calendar
month period from the date of this prospectus supplement. Under this instruction, our aggregate market value of our ordinary shares
held by non-affiliates is approximately US$7.6 million. In no event will we sell our ordinary shares in a primary
public offering with a value exceeding one-third of our public float in any 12 calendar month period so long
as our public float remains below US$75.0 million.
Investing
in our securities involves a high degree of risk. See "Risk Factors" beginning on page S-5 of this prospectus supplement
and under similar headings in any amendment to this prospectus supplement or in any filing with the Securities and Exchange Commission
that is incorporated by reference.
Neither
the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved
of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
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Per
Share
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Per
Warrant
|
|
Total(1)
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Public
offering price
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$
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6.30
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$
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-
|
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$
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1,000,000
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|
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Expenses
relating to the offering
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$
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0.504
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$
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-
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$
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80,000
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|
|
Proceeds,
before expenses, to us from this offering
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|
$
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5.796
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$
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-
|
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$
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920,000
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|
|
|
|
(1)
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If all Warrants are exercised for cash at the exercise price,
then the maximum aggregate offering price of all securities covered by this prospectus supplement would be approximately $2.3
million.
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We
anticipate that delivery of the Shares and the Warrants will be made to purchasers on or about February 24, 2020.
We
are an "emerging growth company" as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have
elected to comply with certain reduced public company reporting requirements. See "Prospectus Supplement Summary —
Emerging Growth Company."
The
date of this prospectus supplement is February 20, 2020
TABLE
OF CONTENTS
PROSPECTUS
SUPPLEMENT
BASE
PROSPECTUS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and supplements
information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus.
The second part is the accompanying prospectus, which gives more general information about us and the securities that we may offer
from time to time under our registration statement on Form F-3. To the extent there is a conflict between the information
contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any
document incorporated by reference therein, on the other hand, the information in this prospectus supplement shall prevail.
You
should read both this prospectus supplement and the accompanying prospectus, together with additional information described below
under the heading "Where You Can Find More Information," before purchasing any of the Securities. This prospectus
supplement does not contain all of the information included in the registration statement. For a more complete understanding of
the offering, you should refer to the registration statement, including the exhibits. You may access the registration statement,
exhibits and other reports we file with the U.S. Securities and Exchange Commission (the "SEC") on the SEC's
website.
The
information in this prospectus supplement is accurate as of the date on the front cover of this prospectus supplement, and the
information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the
date of that free writing prospectus. Neither the delivery of this prospectus supplement nor the sale of any securities means
that information contained in this prospectus supplement is correct after the date of this prospectus supplement or as of any
other date. To the extent there is any conflict between the information contained in this prospectus supplement and the accompanying
prospectus, you should rely on the information contained in or incorporated by reference in the prospectus supplement, provided
that if any statement in one of these documents is inconsistent with a statement in another document having a later date, the
statement in the document having the later date modifies or supersedes the earlier statement. Any information incorporated by
reference is only accurate as of the date of the document incorporated by reference.
Persons
outside the United States who may come into possession of this prospectus supplement must inform themselves about, and observe
any restrictions relating to, the offering of the securities and the distribution of this prospectus supplement outside the United
States.
Unless
otherwise indicated or the context implies otherwise:
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•
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"Securities"
refers to the Shares and Warrants being sold under this offering;
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•
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"A$"
or "Australian dollars" refers to the legal currency of Australia;
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•
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"IFRS"
refers to the International Financial Reporting Standards as issued by the International Accounting Standards Board, or IASB;
and
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•
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"IMTE,"
"we," "us" or "our" refer to Integrated Media Technology Limited, an Australian corporation,
and its subsidiaries.
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All
references to "$", "US$" and "U.S. dollar" in this prospectus supplement and the accompanying
prospectus refer to United States dollars. Except as otherwise stated, all monetary amounts in this prospectus supplement and
the accompanying prospectus are presented in United States dollars. Unless otherwise indicated, the consolidated financial statements
and related notes included, or incorporated by reference, in this prospectus supplement and the accompanying prospectus have been
prepared in Australian dollars and in accordance with Australian Accounting Standards and also comply with IFRS, which differs
in certain significant respects from Generally Accepted Accounting Principles in the United States. Our fiscal year ends on December 31
of each year. References to "fiscal 2018" means the 12-month period ended December 31, 2018 and other fiscal
years are referred to in a corresponding manner.
S-1
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements in this prospectus supplement, the accompanying prospectus, any free writing prospectus and in the documents incorporated
by reference may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements relate to future events or our
future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results,
levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements.
When
used in this supplement prospectus, the accompanying prospectus, any free writing prospectus, or the documents incorporated by
reference, 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 supplement prospectus, accompanying prospectus, any free writing prospectus,
and the documents incorporated by reference, 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 effectively compete in our industry;
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the
strength of our brand;
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·
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our
ability to operate as a going concern;
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·
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the
liquidity of our securities;
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·
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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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·
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expectations
regarding expenses, ongoing losses, future revenue and capital needs;
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·
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our
use of proceeds from any offering made pursuant to this prospectus;
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·
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the
length of time over which we expect our cash and cash equivalents to be sufficient;
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.
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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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·
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other
risks and uncertainties, including those listed under the caption "Risk Factors" in this prospectus supplement
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 supplement prospectus or, in the case of the accompanying prospectus,
any free writing prospectus, or any document incorporated by reference, of that accompanying prospectus, free writing prospectus
or document. 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.
You
should read thoroughly this prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents
incorporated by reference with the understanding that our actual future results may be materially different from and/or worse
than what we expect. We qualify all of our forward-looking statements by these cautionary statements. Other sections of this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference include additional factors which could adversely
impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time
to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on
our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements
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 supplement prospectus are reasonable,
we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Important factors that could
cause our actual results to differ materially from our expectations are disclosed and described under "Risk Factors",
elsewhere in this supplement prospectus, the accompanying prospectus, any free writing prospectus and in filings incorporated
by reference.
S-2
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information from this prospectus supplement, the accompanying prospectus and the documents incorporated
herein by reference, and does not contain all of the information that you need to consider in making your investment decision.
You should carefully read the entire prospectus supplement and the accompanying prospectus, including the risks of investing in
our Shares and Warrants discussed under the heading "Risk Factors" and under similar headings in the other documents
that are incorporated by reference into this prospectus supplement and the accompanying prospectus. You should also carefully
read the information incorporated by reference into this prospectus supplement and the accompanying prospectus, including our
financial statements, and the exhibits to the registration statement of which this prospectus supplement and the accompanying
prospectus are a part.
Overview
IMTE
is engaged in the business of distribution of switchable glass and the investment, development, and commercialization of Internet
of Things and visual technology with a focus on glasses-free three dimensional ("3D") (also known as autostereoscopic
3D) display technology. IMTE designs and sells glasses-free 3D products and solutions to the industrial market, including glasses-free
3D digital signage and video wall, 3D conversion equipment, adverting platform and software for the film/video production industry,
and the consumer markets, for electronic products and services, such as glasses-free 3D digital photo frames, smartphones, tablets
and televisions on a cloud-bases platform connecting users anytime anywhere worldwide.
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 7/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.
Emerging
Growth Company
We
are an "emerging growth company", as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act").
As an emerging growth company, we are eligible, and have elected, to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2002 and reduced disclosure obligations regarding executive compensation (to the extent applicable to a foreign private issuer).
We
could remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of the consummation
of our initial public offering. However, if our annual gross revenue is US$1.07 billion or more, or our non-convertible debt issued
within a three year period exceeds US$1 billion, or the market value of our ordinary shares that are held by non-affiliates exceeds
US$700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth
company as of the last day of that fiscal year.
Foreign
Private Issuer
We
are a "foreign private issuer" as defined under the Exchange Act. As a foreign private issuer under the Exchange Act,
we are exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural
requirements for proxy solicitations. Moreover, we are not required to file periodic reports and financial statements with the
SEC as frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act, and we are not
required to comply with Regulation FD, which imposes certain restrictions on the selective disclosure of material information.
In addition, our officers, directors, and principal shareholders will be 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 ordinary shares.
The
Nasdaq Listing Rules allow foreign private issuers, such as us, to follow home country corporate governance practices (in our
case, Australian) in lieu of the otherwise applicable Nasdaq corporate governance requirements. In accordance with this exception,
we follow Australian corporate governance practices in lieu of certain of the Nasdaq corporate governance standards, as more fully
described in our Annual Report on Form 20-F for the fiscal year ended December 31, 2018, which is incorporated herein by reference.
See "Where You Can Find More Information" on page S-15.
S-3
THE
OFFERING
Issuer
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Integrated
Media Technology Limited
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Shares
offered by us
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158,730
ordinary shares
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Warrants
offered by us
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We
are also offering Warrants to purchase up to an aggregate of 126,984 ordinary shares. Each Warrant will have an exercise price
of $10.50 per share and will be exercisable at any time on or after the date of issuance until the twelve-month anniversary
of such date. This offering also relates to the Shares issuable upon exercise of the Warrants. The Warrants may be exercised
on a cashless basis if (i) at any time there is no effective registration statement registering, or no current prospectus
available for the resale of, the Shares underlying the Warrants, or (ii) at the time of exercise, the VWAP (as defined in
the Warrants) of the Shares is trading below the exercise price of the Warrants.
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Share
offering price
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$6.30
per Share
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Ordinary
shares outstanding before
this
offering
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3,377,386
ordinary shares
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Ordinary
shares outstanding immediately after, this offering
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3,536,116
ordinary shares (assuming no exercise of any Warrants)
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Use
of proceeds
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We
estimate that the net proceeds from this offering will be approximately $920,000. We intend to use the net proceeds primarily
for debt repayment and general corporate purposes. Pending these uses, we intend to invest our net proceeds from this offering
primarily in investment grade, interest-bearing instruments. See "Use of Proceeds".
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Listing
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Our
ordinary shares (including the ordinary shares underlying the Warrants) are listed on Nasdaq under the symbol "IMTE".
There is no established trading market for the Warrants and we do not expect a trading market for such securities to develop.
We do not intend to list the Warrants on any securities exchange or other trading market. Without a trading market, the liquidity
of the Warrants will be extremely limited.
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Risk
Factors
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This
investment involves a high degree of risk. See "Risk Factors" beginning on page S-5 of this prospectus supplement
as well as the other information included in or incorporated by reference in this prospectus supplement and the accompanying
prospectus for a discussion of risks you should consider carefully before making an investment decision.
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The
number of ordinary shares to be outstanding immediately after this offering is based on 3,377,386 ordinary shares outstanding
as of February 18, 2020, and assumes no issuance of 358,974 of our ordinary shares upon conversion of an outstanding convertible
promissory note as of February 18, 2020.
S-4
RISK
FACTORS
Investment
in the Securities involves significant risks. You should carefully consider the risks described under "Risk Factors"
in our Annual Report on Form 20-F for the year ended December 31, 2018, as filed with the SEC on May 15, 2019, and all other information
contained in, or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writing
prospectus before you decide to invest in the Securities. If any such risks actually occurs, then our business, prospects, financial
condition, results of operations and cash flow could be materially and adversely affected, thus potentially causing the trading
price of any or all of our securities to decline and you could lose all or part of your investment.
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 supplement. Known and unknown risks and uncertainties may significantly impact and impair our business
operations.
In
addition to the risks described under "Risk Factors" in our Annual Report on Form 20-F for the year ended December
31, 2018, as filed with the SEC on May 15, 2019, please note the following:
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 Shares.
We
intend to use the net proceeds from this offering primarily for the repayment of our outstanding debt and general corporate purposes.
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 maintain profitability or increase our ordinary share price.
Moreover, the failure by our management to apply these funds effectively could harm our business. See "Use of Proceeds"
on page S-9 of this 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
(including those ordinary shares underlying the Warrants), 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
will require additional capital funding, the receipt of which may impair the value of our ordinary shares, which could result
in substantial dilution to our shareholders.
Our
future capital requirements depend on many factors. We will need to raise additional capital through public or private equity
or debt offerings or through arrangements with strategic partners or other sources in order to continue to operate our business.
There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all. To
the extent we raise additional capital by issuing equity securities, our shareholders may experience substantial dilution and
the new equity securities may have greater rights, preferences or privileges than our existing ordinary shares.
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 (including ordinary shares obtained upon
exercise of our warrants) will result solely from the appreciation of such shares.
S-5
Holders
of the Warrants will have no rights as shareholders until such holders exercise their Warrants.
Until
holders of the Warrants exercise such Warrants, such holders will have no rights with respect to the ordinary shares underlying
such Warrants. Upon exercise of the Warrants, the holders thereof will be entitled to exercise the rights of a shareholder only
as to matters for which the record date occurs after the exercise date.
The
Warrants are not listed on any exchange, and we do not intend to list the Warrants on any exchange.
There
is no existing trading market for our Warrants to be issued to the investor (the "Investor") in this offering, and
we do not expect that a market will develop, or that you will be able to sell any of the Warrants at a particular time (if at
all). In addition, we do not intend to apply for listing of the Warrants on Nasdaq or any other securities exchange or nationally
recognized trading system. The liquidity of the trading market in the Warrants and the sale price, if any, for the Warrants, may
be adversely affected by, among other things: (i) changes in the overall market for such warrants; (ii) changes in our financial
performance or prospects; (iii) changes or perceived changes in our creditworthiness; (iv) the prospects for companies in the
industry generally; (v) the number of holders of such warrants; and (vi) the interest of securities dealers in making a market
for such warrants.
The
Warrants are unlisted securities and there is no public market for them.
There
is no established public trading market for the Warrants, and we do not expect a market to develop. In addition, the Warrants
are not listed, and we do not intend to apply for listing of the Warrants on any securities exchange or trading system. Without
an active market, the liquidity of the Warrants is limited, and the Investor may be unable to liquidate its investments in the
Warrants.
The
Warrants do not entitle the holder to any rights as an ordinary shareholder until the holder exercises such Warrant for our ordinary
shares.
Until
you acquire our ordinary shares upon exercise of your Warrants, such Warrants will not provide you any rights as a shareholder,
except as set forth in the Warrants. Upon exercise of any Warrants, you will be entitled to exercise the rights of a shareholder
only as to matters for which the record date occurs on or after the exercise date.
The
Warrants have a cashless provision, that if applicable and exercised, could cause downward pressure on the price of our ordinary
shares.
The
Warrants provide that the Warrants may be exercised on a cashless basis if (i) at any time there is no effective registration
statement registering, or no current prospectus available for the resale of, the ordinary shares underlying the Warrants, or (ii)
at the time of exercise, the VWAP (as defined in the Warrants) of the Shares is trading below the exercise price of the Warrants.
If such cashless exercise provision is implemented, no proceeds will be received by the Company and assuming no adjustments to
the Warrants are made, an additional 126,984 ordinary shares will be issued. This type of exercise, and the ordinary shares issuable
upon such exercise, may cause downward pressure on the price of our ordinary shares. There can be no assurance that the cashless
provisions will not become effective, or that if such provisions do become operative, that there will not be any downward pressure
on the price of our ordinary shares.
If
we are not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our ordinary
shares.
Our
ordinary shares are currently listed on Nasdaq. In order to maintain such listing, we must satisfy minimum financial and other
continued listing requirements and standards, including those regarding director independence and independent committee requirements,
minimum stockholders' equity, minimum share price, and certain corporate governance requirements.
There
can be no assurances that we will be able to maintain or continue to maintain compliance with Nasdaq's listing standards.
Although we are currently in compliance with such listing standards, we may, again, in the future, fall out of compliance with
such standards. If we are unable to maintain compliance with these Nasdaq requirements, our ordinary shares will be delisted from
Nasdaq.
S-6
In
the event that our ordinary shares are delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions
in shares of our ordinary shares because they may be considered penny stocks and thus be subject to the penny stock rules.
The
SEC has adopted a number of rules to regulate "penny stock" that restrict transactions involving stock which is deemed
to be penny stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange
Act. These rules may have the effect of reducing the liquidity of penny stocks. "Penny stocks" generally are equity
securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges
or quoted on Nasdaq if current price and volume information with respect to transactions in such securities is provided by the
exchange or system). Our ordinary shares have in the past constituted, and may again in the future constitute, "penny stock"
within the meaning of the rules. The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may
discourage such broker-dealers from effecting transactions in shares of our ordinary shares, which could severely limit the market
liquidity of such ordinary shares and impede their sale in the secondary market.
A
U.S. broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally,
an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or
her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent
to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the "penny
stock" regulations require the U.S. broker-dealer to deliver, prior to any transaction involving a "penny stock",
a disclosure schedule prepared in accordance with SEC standards relating to the "penny stock" market, unless the broker-dealer
or the transaction is otherwise exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer
and the registered representative and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit
monthly statements disclosing recent price information with respect to the "penny stock" held in a customer's
account and information with respect to the limited market in "penny stocks".
Shareholders
should be aware that, according to the SEC, the market for "penny stocks" has suffered in recent years from patterns
of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and
misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers;
and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired
level, resulting in investor losses. Our management is aware of the abuses that have occurred historically in the penny stock
market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate
in the market, management will strive within the confines of practical limitations to prevent the described patterns from being
established with respect to our securities.
We
may issue additional securities in the future, which may result in dilution to our shareholders.
As
of February 18, 2020, we had 3,377,386 ordinary shares issued and outstanding, which does not include the number of shares to
be issued under a previously issued and outstanding convertible promissory note (the "Note") and the ordinary shares
issued and issuable under this prospectus supplement. As of February 18, 2020, we have 358,974 ordinary shares issuable pursuant
to the conversion of the outstanding Note at a price of US$5.00 per share, subject to adjustment, including in the event that
we sell our ordinary shares at a price per share below such conversion price within 12 months after the date on which the Note
was issued, in which event such conversion price shall equal the price of such shares sold but which price cannot be lower than
$1.50. To the extent that the conversion rights are exercised by the Note holder, additional ordinary shares will be issued, and
such issuance will dilute our shareholders.
In
addition to the dilutive effects described above, subject to certain exceptions, pursuant to a securities purchase agreement entered
into with the Investor, we have granted to the Investor in this offering a right to participate in any subsequent offering by
the Company or any of its subsidiaries up to US$5 million of their respective securities until the date on which the Investor
no longer holds Warrants issued in this offering. Because we may need to raise additional capital in the future to operate and/or
expand our business, we may conduct additional equity or debt offerings. To the extent that our outstanding Note and Warrants
are converted or exercised, as applicable, or 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.
S-7
Exercise
of warrants or conversion of convertible securities 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 will be substantially 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 of US$6.30 per share, you will experience immediate dilution of US$6.98 per share,
the difference between the price per share you pay for our ordinary shares and our pro forma net tangible book value per share
as of June 30, 2019, 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.
The
exercise or conversion of some or all of our outstanding convertible securities and the Warrants offered in this Offering 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.
As
of February 18, 2020, the Note is convertible, if exercised in full, at US$5.00 per share, subject to adjustment, into 358,974
of our ordinary shares and the Warrants are exercisable for up to 126,984 of our ordinary shares, which Warrants under certain
conditions could be exercised using a "cashless exercise" feature. To the extent that such security holders trigger
their respective conversion or exercise rights, additional ordinary shares will be issued, and such issuance will dilute stockholders.
In
addition to the dilutive effects described above, the exercise or 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, including any restrictions and rights
granted to the Investor in connection with this offering. 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.
We
are an "emerging growth company" and we cannot be certain if the reduced disclosure requirements applicable to emerging
growth companies will make our ordinary shares less attractive to investors.
We
are an "emerging growth company," as defined in the JOBS Act, and we intend to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not "emerging growth companies"
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved. We will remain an "emerging growth company" for up to five years, although we will
cease to be an "emerging growth company" upon the earliest of (i) the last day of the fiscal year following the fifth
anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our annual gross revenues are
$1.07 billion or more, (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion
in non-convertible debt securities or (iv) the date on which we are deemed to be a "large accelerated filer" as defined
in the Exchange Act. We cannot predict if investors will find our ordinary shares less attractive or our company less comparable
to certain other public companies because we will rely on these exemptions. If some investors find our ordinary shares less attractive
as a result, there may be a less active trading market for our ordinary shares and our stock price may be more volatile.
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.
In
early 2020, China and several countries in Asia, were affected by the outbreak of the severe acute respiratory syndrome calledCOVID-19.
During this COVID-19 epidemic, in the first quarter of 2020, our office in Shenzhen closed due to the PRC government's decision
to close offices, factories, schools, and other public places to prevent the spread of COVID-19. If the outbreak of COVID-19 continues,
or any China experiences outbreaks of other contagious diseases, such as the avian flu, this may adversely affect our business
and operating results. Our operations may be impacted by a number of health-related factors in connection with such outbreaks,
including, among other things, the quarantining or closing of offices and/or factories in China for prolonged periods, which could
severely disrupt our operations, cause the sickness or death of our key officers and employees, and result in the closure of our
offices. Any of the foregoing events or other unforeseen consequences of public health problems could also lead to a general slowdown
in China's economy, which could adversely affect our business and results of operations. We have not adopted any preventive
measures or contingency plans to ensure the safety of employees and minimize disruptions or other adverse effects on our operations
that may occur due to any outbreaks of contagious diseases, such as COVID-19 or avian flu in China.
S-8
USE
OF PROCEEDS
We
estimate that the net proceeds from this offering will be approximately US$920,000, after deducting the estimated offering costs
payable by us.
We
currently intend to use the net proceeds from this offering primarily for partially repaying debt to a holder of a convertible
bond (the "Bond") issued by Marvel Digital Limited, a subsidiary of the Company ("MDL"), on January 3,
2018, as well as for general corporate purposes. Such Bond initially bore interest at a coupon rate of 10% per annum on the outstanding
principal amount of the Bond, calculated on a 365-day year basis. The Bond is convertible under certain circumstances set forth
therein into 75,000 ordinary shares of MDL at a conversion price of HK$306.67 per share, which is equivalent to 20% of the share
capital of MDL as of the date of the subscription agreement disclosed in our Form 6-K filed with the SEC on January 3, 2020. Such
bondholder is owed HK$23 million (or approximately US$3.0 million) pursuant to such Bond, which came due on January 3, 2020. In
connection with the Bond, the Company entered into a Deed of Guarantee to guarantee MDL's payment obligations of the principal
and interest due to the holder pursuant to the Bonds until all the guaranteed obligations have been fully satisfied, discharged
or paid in full. As disclosed in our Form 6-K filed with the SEC on January 21, 2020, the Company reached an agreement with such
holder to repay the debt owed under such Bond, and has repaid HK$13 million (or approximately US$1.7 million) of the Bond, with
the remaining HK$10 million (or approximately US$1.3 million) to be paid in equal installments from February to May of 2020. Furthermore,
the Company and such holder agreed to increase the interest rate on the outstanding amount owed under such Bond to 15% per annum.
As
of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds we
may have upon completion of this offering. Accordingly, we will retain broad discretion over the use of these proceeds. Pending
these uses, we intend to invest our net proceeds from this offering primarily in investment grade, interest-bearing instruments.
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.
S-9
CAPITALIZATION
The
following table sets forth our cash and cash equivalents and capitalization as of June 30, 2019:
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•
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on
an actual basis as of June 30, 2019;
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•
|
|
on
an adjusted basis to give effect to the issuance of the Note in the amount of HK$14 million (approximately US$1.8 million)
on January 20, 2020. The Note accrues interest at 10% per annum and matures on January 19, 2022. HK$13 million (or
approximately US$1.7 million) of the Note was used to pay off the Bond; and
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|
•
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|
on
an adjusted basis to give effect to the sale of 158,730 Shares and Warrants to purchase 126,984 ordinary shares and the application
of the estimated net proceeds of US$920,000 to partially repay debt.
|
Investors
should read this table in conjunction with the section titled "Use of Proceeds" and our condensed consolidated financial
statements and related notes incorporated by reference in this prospectus supplement and the accompanying prospectus.
|
|
As
of June 30, 2019
|
|
|
Actual
|
|
As
Adjusted
|
|
As
Adjusted Proforma
|
|
|
A$'000
|
|
A$'000
|
|
A$'000
|
|
US$'000(1)
|
|
|
|
|
|
|
|
|
|
Cash
and bank balances
|
|
142
|
|
332
|
|
730
|
|
512
|
Bank
overdrafts
|
|
(883)
|
|
(883)
|
|
(883)
|
|
(619)
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Cash
and cash equivalents
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|
(741)
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|
(551)
|
|
(153)
|
|
(107)
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|
|
|
|
|
|
|
|
|
Convertible
promissory note due 2022
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|
-
|
|
2,567
|
|
2,567
|
|
1,800
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Convertible
bonds due 2020
|
|
3,915
|
|
1,828
|
|
914
|
|
641
|
|
|
3,915
|
|
4,395
|
|
3,481
|
|
2,441
|
Share
capital
|
|
18,902
|
|
18,902
|
|
20,214
|
|
14,176
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Foreign
currency translation reserves
|
|
788
|
|
788
|
|
788
|
|
553
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Other
reserves
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|
4,959
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|
4,959
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|
4,959
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|
3,478
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Accumulated
losses
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|
(20,885)
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|
(20,885)
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|
(20,885)
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|
(14,647)
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Total
equity
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|
3,764
|
|
3,764
|
|
5,076
|
|
3,560
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Total
capitalization
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|
7,679
|
|
8,159
|
|
8,557
|
|
6,001
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|
|
|
|
|
|
|
|
|
|
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(1)
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The
amounts have been translated into U.S. dollars from Australian dollars using the exchange
rate published by the Reserve Bank of Australia as at June 30, 2019, which was A$1.00
= US$0.7013. These translations are merely for the convenience for the reader and should
not be construed as representations that the Australian dollar amounts actually represent
such U.S. dollars or could be converted into U.S. dollars at the rate indicated.
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S-10
DILUTION
We
calculate net tangible book value per ordinary share by dividing the net tangible book value, which is tangible assets less total
liabilities, by the number of outstanding ordinary shares. Dilution represents the difference between the portion of the amount
per share paid by purchasers of Shares in this offering and the as adjusted net tangible book value per share of our ordinary
shares immediately after giving effect to this offering.
After
giving effect to the sale by us of 158,730 Shares and Warrants to purchase up to 126,984 ordinary shares offered pursuant to this
prospectus supplement at a public offering price of US$6.30 per Share, our net tangible book value, after deducting estimated
offering expenses, at June 30, 2019 would have been A$3,576,720(1), or A$(0.98) per ordinary share (US$(0.68)
per Share) based on our ordinary shares outstanding at December 31, 2019, assuming no exercise of any other outstanding convertible
securities. This represents an immediate increase in net tangible book value of A$0.48 per ordinary share (US$0.34 per Share)
to the then existing shareholders and an immediate decrease of US$6.98 per ordinary share to new investors.
(1):
Based on exchange rate of A$1.00 = US$0.7013 as at June 30, 2019.
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|
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US$
|
|
US$
|
|
Public offering price per ordinary
share
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|
|
|
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6.30
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Net
tangible book value per as of June 30, 2019
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(1.02)
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|
|
|
Increase
per ordinary share attributable to existing shareholders
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|
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0.34
|
|
|
|
Pro
forma net tangible book value per ordinary share:
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|
|
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(0.68)
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|
|
|
|
|
|
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Dilution
per ordinary share to new investor in this offering
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|
|
|
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6.98
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|
|
|
|
|
|
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The
foregoing table and discussion is based on 3,377,386 ordinary shares outstanding as of June 30, 2019, and
excludes the issuance of 358,974 of our ordinary shares at a price of US$5.00 per share, subject to adjustment, upon conversion
of the Note for a purchase price of HK$14 million (or approximately US$1.8 million).
S-11
PLAN
OF DISTRIBUTION
We
have agreed to sell the Shares and the Warrants to Ionic Ventures LLC (the "Investor"), an accredited investor, under
a securities purchase agreement entered into between us and the Investor (the "Purchase Agreement") at the offering
price stated on the cover page of this prospectus supplement. We currently anticipate that the closing of the sale of the Shares
and Warrants will take place on or about February 24, 2020. The Investor will also be informed of the date and manner in which
it must transmit the purchase price for the Securities. The closing of the purchase and sale of the Securities is subject to customary
closing conditions.
We
negotiated the offering price for the Shares and Warrants in this offering with the Investor. The factors considered in determining
the price of the Securities included the recent market price of our ordinary shares, the general condition of the securities market
at the time of this offering, the history of, and the prospects for the industry in which we compete, our past and present operations
and our prospects for future revenues.
Subject
to certain exceptions, within 120 days of the closing of the Purchase Agreement, the Company may not issue or enter into any agreement,
other than with the Investor, to issue any ordinary shares (or securities convertible into ordinary shares); provided, however,
commencing 60 days after the closing of the transaction, the Company may issue up to US$1 million of unregistered ordinary shares
without registration rights.
We
have also granted the Investor a right, subject to certain conditions and only as long as the Investor holds Warrants (which expire
12 months after issuance), to participate in an amount of up to US$5 million in any offering of debt or equity proposed by the
Company or any of its subsidiaries.
The
foregoing does not purport to be a complete statement of the terms and conditions of the Purchase Agreement. The form of the Purchase
Agreement and form of Warrant will be included as exhibits to a on Form 6-K that we will file with the SEC in connection
with this offering and will be incorporated by reference into the registration statement of which this prospectus supplement and
the accompanying prospectus form a part. See "Where You Can Find More Information" and "Information Incorporated
by Reference" below on page S-15.
S-12
DESCRIPTION
OF SECURITIES THAT WE ARE OFFERING
In
this offering, we are offering 158,730 Shares and Warrants to purchase up to an aggregate of 126,984 of our ordinary shares.
Ordinary
Shares
The
material terms and provisions of our Securities are described under the caption "Description of Share Capital" beginning
on page 11 of the accompanying prospectus.
Warrants
The
following is a brief summary of certain terms and provisions of the Warrants
and is subject to, and qualified in its entirety by, the provisions of the Warrants, the form of which will be included as an
as exhibit to a Form 6-K that will be filed with the SEC in connection with this offering and will be incorporated by reference
into the registration statement of which this prospectus supplement and the accompanying prospectus form a part. Prospective investors
should carefully review the terms and provisions of the form of Warrant for a complete description of the terms and conditions
of the Warrants. The Warrant will be issued as an individual warrant to the Investor in this offering.
Duration
and Exercise Price
The
Warrants will be exercisable at any time commencing upon issuance of the Warrant and for a period of twelve months
from the date of issuance. The Warrant will have an initial exercise price per ordinary share equal to US$10.50 per share. The
Warrants will be exercisable (i) immediately upon issuance if exercised by paying the aggregate exercise price for the shares
being exercised or exercising on a cashless basis for a net number of shares, as provided in a formula in the Warrants. The exercise
price and number of our ordinary shares issuable upon exercise is subject to appropriate adjustment in the event of stock splits,
reorganizations or similar events affecting our ordinary shares and the exercise price. The Warrants will be issued separately
from the Shares, and may be transferred separately immediately thereafter.
Exercisability
The
Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering a duly executed exercise
notice accompanied by payment in full for the number of our ordinary shares purchased upon such exercise (except in the case
of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the
Warrant to the extent that the holder would own more than 4.99% of the outstanding ordinary shares immediately after
exercise, except that upon at least 61 days' prior notice from the holder to us, the holder may increase the amount of
ownership of outstanding stock to 9.99% after exercising the holder's Warrants. No fractional ordinary shares will be
issued in connection with the exercise of a Warrant. In lieu of fractional shares, at our election, we will either round up
to the next whole share or pay the holder an amount in cash equal to the fractional amount multiplied by the Warrant exercise
price.
Cashless
Exercise
If,
at the time a holder exercises its Warrants, there is (i) no effective registration statement registering, or the prospectus contained
therein is not available for issuance of the Warrant Shares (as defined in the Warrants) to the holder or (ii) if the VWAP of
our ordinary shares on the trading day immediately prior to the exercise date is less than the exercise price of the Warrants,
then the Warrants may be exercised in whole or in part, at such time by means of a cashless exercise in which the Warrant holder
shall be entitled to receive a number of Warrant Shares as provided in a formula in the Warrants.
Fundamental
Transaction
In
the event of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization
or reclassification of our ordinary shares, the sale, transfer or other disposition of all or substantially all of our properties
or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding ordinary
shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding ordinary
shares, the holders of the Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities,
cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental
transaction. In addition, in the event of a fundamental transaction which is approved by our board of directors (but not in a
fundamental transaction which is not approved by our board of directors), the holders of the Warrants have the right to require
us or a successor entity to redeem the Warrant for the consideration paid in the fundamental transaction in the amount of the
Black Scholes value of the unexercised portion of the Warrant on the date of the consummation of the fundamental transaction.
Transferability
Subject
to applicable laws, a Warrant may be transferred at the option of the holder upon surrender of the Warrant together with the appropriate
instruments of transfer.
Exchange
Listing
We
do not plan on applying to list the Warrants on any national securities exchange or any trading system.
Rights
as a Shareholder
Except
as otherwise provided in the Warrants or by virtue of such holder's ownership of our ordinary shares, the holder of a Warrant
will not have the rights or privileges of a holder of our ordinary shares, including any voting rights, until the holder exercises
the Warrant.
S-13
LEGAL
MATTERS
The
validity of the Shares and the Warrants to be issued in the offering under this prospectus supplement will be passed upon by
our Australian and U.S. counsel, Rimon Law.
EXPERTS
The
audited financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2018 incorporated
by reference in this prospectus supplement 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 accountants, upon the authority
of said firm as experts in auditing and accounting. The offices of Ramirez Jimenez International CPAs are located at 18012 Sky
Park Circle, Suite 200, Irvine, CA 92614.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to "incorporate by reference" the information into this document prior to the completion of this offering.
This means that we can disclose important information to you by referring you to another document that we have filed separately
with the SEC. The information incorporated by reference is considered a part of this prospectus supplement and the accompanying
prospectus and you should read that information carefully. Certain information in this prospectus supplement and the accompanying
prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus supplement.
Certain information that we file later with the SEC will automatically update and supersede the information in this prospectus
supplement and the accompanying prospectus. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus. We incorporate by reference
into this prospectus supplement, the accompanying prospectus and the registration statement of which they are a part the following
documents, including any amendments to such filings:
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•
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our
Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on May 15, 2019;
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|
•
|
|
our
Interim Report on Form 6-K for the six months ended June 30, 2019, furnished to the SEC on December 31, 2019;
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|
•
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|
the
information contained in the exhibits to our Form 6-K and Form 6-K/A, furnished to the SEC on January 21, 2020 and February
12, 2020, respectively (relating to the Note purchase agreement and the Note);
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|
•
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|
the
information contained in exhibits to our Form 6-K, furnished to the SEC on February 24, 2020 (relating to the Purchase
Agreement and the Warrant);
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|
•
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|
our
Registration Statement on Form 8-A, filed with the SEC on July 21, 2017, including any amendments
or reports filed for the purpose of updating the description of our ordinary shares therein;
and
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|
•
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any
other report on Form 20-F and on Form 6-K submitted to the SEC after the date of this prospectus supplement and
prior to the termination of this offering, but only to the extent that such report expressly states that we incorporate such
report by reference into this prospectus supplement and the accompanying prospectus.
|
We
have not authorized anyone else to provide you with additional or different information to the information included in and incorporated
by reference to this prospectus supplement and the accompanying prospectus. You should rely only on the information provided by
and incorporated by reference to this prospectus supplement and the accompanying prospectus.
Upon
written or oral request, we shall provide without charge to each person to whom a copy of this prospectus supplement and the accompanying
prospectus are delivered a copy of any or all of the documents that are incorporated by reference to this prospectus supplement
and the accompanying prospectus but not delivered with this prospectus supplement and the accompanying prospectus. You may request
a copy of these filings by contacting us at Integrated Media Technology Limited, Level 7, 420 King William Street, Adelaide,
SA 5000, Australia; Attention: Company Secretary; telephone +61 8 7324 6018.
S-14
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers.
We also have a registration statement on Form F-3 filed with the SEC, including relevant exhibits, under the Securities
Act with respect to the Securities that may be offered by this prospectus supplement and the accompany prospectus. This prospectus
supplement and the accompanying prospectus, which constitute a part of the registration statement, do not contain all of the information
set forth in the registration statement or the exhibits. As this prospectus supplement and the accompanying prospectus do 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.
Our
Annual Report on Form 20-F for fiscal 2018 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.
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 the accompanying prospectus, or incorporated by reference in this prospectus
supplement, are to be deemed incorporated by reference into this prospectus supplement, the accompanying 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 supplement or the accompanying prospectus.
S-15
PROSPECTUS
Integrated
Media Technology Limited
US$75,000,000
Ordinary
Shares
Preference
Shares
Warrants
We
may offer the securities described in this prospectus from time to time in amounts, at prices and on terms to be determined at
or prior to the time of the offering. We refer to the ordinary shares, the preference shares and the warrants as the "Securities".
This prospectus describes the general manner in which the Securities may be offered using this prospectus. We will provide specific
terms and offering prices of these Securities in supplements to this prospectus. Any supplement to this prospectus may also add,
update or change information contained in this prospectus. You should read this prospectus and the accompanying prospectus supplements
carefully before you invest in the Securities.
We
may offer the Securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through
agents or directly to investors (including our shareholders), on a continuous or delayed basis. The supplement to this prospectus
for each offering of Securities will describe in detail the plan of distribution for that offering.
Our
ordinary shares are listed on The NASDAQ Capital Market, or "NASDAQ", under the symbol "IMTE".
So
long as the aggregate market value worldwide of our outstanding common equity held by non-affiliates ("public float")
is less than US$75 million, the aggregate market value of securities sold by us under this prospectus during the period of 12
calendar months immediately preceding the date of sale may be no more than one-third of the public float. Our public
float, as calculated in accordance with General Instruction I.B.5 of Form F-3, was approximately US$8.9 million as of October
8, 2018.
Investing
in the Securities involves risks. See "Risk Factors" beginning on page 7 of this prospectus and under similar headings
in any amendment or supplement to this prospectus or as updated by any subsequent filing with the Securities and Exchange Commission
that is incorporated by reference herein.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is October 19, 2018.
TABLE
OF CONTENTS
You
should rely only on the information provided by this prospectus, any prospectus supplement and any information incorporated by
reference. We have not authorized anyone else to provide you with different or additional information or to make any representations
other than those contained in or incorporated by reference to this prospectus or any accompanying prospectus supplement. We have
not taken any action to permit a public offering of the securities described in this prospectus outside the United States or to
permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come
into possession of this prospectus must observe any restrictions relating to the offering of the securities described in this
prospectus and the distribution of this prospectus outside of the United States. This prospectus is not an offer to sell, or solicitation
of an offer to buy, any securities in any circumstances under which the offer of solicitation is unlawful.
2
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form F-3 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, sell any combination of the Securities
in one or more offerings. The Securities to be sold pursuant to this registration statement may have a total aggregate value of
up to US$75,000,000. 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. We will provide a prospectus supplement each time we sell any
securities described in this prospectus and you should read both this prospectus and the prospectus supplement, together with
any information incorporated by reference, before making an investment decision.
A
prospectus supplement may 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 and its subsidiaries, unless
the context requires otherwise;
|
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·
|
"ordinary
shares" refers to our ordinary shares;
|
|
·
|
"preference
shares" refers to our preference shares to be issued under this registration statement; and
|
|
·
|
"warrants"
refers to our warrants to be issued under this registration statement.
|
Unless
otherwise noted, all other financial and other data related to IMTE in this prospectus is presented in Australian dollars. All
references to "A$" in this prospectus mean Australian dollars. All references to "$" or "US$" in
this prospectus mean U.S. dollars unless the context otherwise requires.
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.
Solely
for convenience, trademarks and trade names referred to in this prospectus appear without the "®" or
"™" symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest
extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.
We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with,
or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing
in this prospectus is the property of its respective holder.
3
CAUTIONARY
NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This
prospectus, any prospectus supplement, any free writing prospectus, and the documents incorporated by reference 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, any prospectus supplement, any free writing prospectus, or the
documents incorporated by reference, regarding our strategy, future operations, financial position, projected costs, prospects,
plans and objectives of management are forward-looking statements. When used in this prospectus, any prospectus supplement, any
free writing prospectus, or the documents incorporated by reference, 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, any prospectus supplement, any free
writing prospectus, and the documents incorporated by reference, 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;
|
|
·
|
our
ability to effectively compete in our industry;
|
|
·
|
the
strength of our brand;
|
|
·
|
our
ability to operate as a going concern;
|
|
·
|
the
liquidity of our securities;
|
|
·
|
the
potential of business acquisitions and the success of their integration within our business;
|
|
·
|
the
success of our collaborations and alliances with third parties regarding the development and distributions of our products;
|
|
·
|
the
timing of the initiation and completion of our research projects;
|
|
·
|
the
potential impact on our business of the economic, political and social conditions of the People's Republic of China (the "PRC");
|
|
·
|
the
potential impact on our business of the interpretation and/or application of the PRC laws;
|
|
·
|
expectations
regarding expenses, ongoing losses, future revenue and capital needs;
|
|
·
|
our
use of proceeds from any offering made pursuant to this prospectus;
|
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·
|
the
length of time over which we expect our cash and cash equivalents to be sufficient; and
|
|
·
|
our
intellectual property position, including our ability to defend our intellectual property rights, and the duration of our
patent portfolio.
|
4
All
forward-looking statements speak only as of the date of this prospectus or, in the case of any prospectus supplement, any
free writing prospectus, or any document incorporated by reference, that prospectus supplement, free writing prospectus or
document. You should not place undue reliance on these forward-looking statements. Although we believe that our plans,
objectives, expectation and intentions reflected in or suggested by the forward-looking statements we make in this prospectus
are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Important
factors that could cause our actual results to differ materially from our expectations are disclosed and described under
"Risk Factors", elsewhere in this prospectus, any prospectus supplement, any free writing prospectus and in filings
incorporated by reference.
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.
5
PROSPECTUS
SUMMARY
This
summary provides a brief overview of information contained elsewhere in this prospectus and incorporated by reference. This summary
does not contain all of the information that you should consider before investing in the Securities. 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 all information incorporated by reference, including our
Annual Report on Form 20-F and the accompanying historical consolidated financial statements and the related notes to those financial
statements.
Overview
IMTE
is engaged in the investment, development, and commercialization of visual technology with a focus on glasses-free 3D (also known
as autostereoscopic 3D) display technology. Through its subsidiary, Marvel Digital Limited ("Marvel Digital"), IMTE
designs and sells glasses-free 3D products for the industrial market. These products include glasses-free 3D digital signage and
video wall, 3D conversion equipment, and software for the film/video production industry. For the consumer market, IMTE through
its subsidiary, GOXD Technology Ltd., offers glasses-free 3D digital photo frame on a cloud-base platform connecting users worldwide.
Recent
developments
ASX
delisting
On
April 12, 2018, IMTE announced that it would apply to delist from the ASX. In our view, the administrative, financial and compliance
costs associated with its ASX listing outweighed the benefits to its shareholders. We also announced that it intended to have
its ordinary shares listed only on the NASDAQ.
On
June 15, 2018, IMTE was delisted from the ASX.
Collaboration
with Ai Holdings Corporation
In
August 2018, IMTE announced that its subsidiary GOXD Technology Limited ("GOXD") had entered into a distribution agreement
with Ai Holdings Corporation ("AiHD"). AiHD is a company that manufactures and sells equipment for the media industry.
Under this agreement, GOXD granted AiHD the right as exclusive commercial partner in Japan until December 31, 2019. AiHD also
agreed to spend at least US$1 million for marketing and customer care in Japan to advance GOXD marketing strategies. Moreover,
GOXD and AiHD committed to collaborate on projects to develop artificial intelligence technology.
Corporate
information
Integrated
Media Technology Limited was incorporated in Australia in 2008.
Our
principal office is located at 7/F, Siu On Centre, 188 Lockhart Road, Wanchai, Hong Kong. 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 or the registration statement to which this prospectus forms a part.
6
RISK
FACTORS
Investment
in the Securities involves significant risks. You should carefully consider the risks described under "Risk Factors"
in our Annual Report on Form 20-F for the year ended December 31, 2017, as filed with the SEC, and all other information contained
in, or incorporated by reference in, this prospectus and any prospectus supplement or related free writing prospectus before you
decide to invest in the Securities. If any such risks actually occurs, then our business, prospects, financial condition, results
of operations and cash flow could be materially and adversely affected, thus potentially causing the trading price of any or all
of our securities to decline and you could lose all or part of your investment.
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.
In
addition to the risks described under "Risk Factors" in our Annual Report on Form 20-F for the year ended December 31,
2017, as filed with the SEC, please note the following:
Failure
to obtain capital when needed may negatively impact our ability to continue as a going concern.
As
of June 30, 2018, our cash and cash equivalents were A$758,117 net of bank overdrafts. We may need to seek additional funds by
April 30, 2019, through public or private equity or debt financings, government grants or other third-party funding, strategic
alliances or a combination of these approaches, to repay A$12.4 million to our parent company, Marvel Finance Limited ("Marvel
Finance").
Any
additional fundraising efforts may divert our management from their day-to-day activities, which may compromise the efficient
and profitable development of our business operations. In addition, we cannot guarantee that future financing will be available
in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any financing may adversely affect the holdings
or the rights of our shareholders, and the issuance of additional securities, whether equity or debt, by us, or the possibility
of such issuance, may cause the market price of our ordinary shares to decline. If we incur indebtedness we may be required to
agree to restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire,
sell or license intellectual property rights and other operating restrictions that could compromise our ability to conduct our
business.
Moreover,
our liquidity and our ability to continue as a going concern is dependent upon achieving further operating efficiencies,
reducing expenditures, attaining favorable gross margins, generating cash from our trade receivables and, ultimately, generating
greater sales and profitable operations. There are no assurances that we will be successful in our efforts to maintain a sufficient
cash balance, or report profitable operations in the future. If we are unable to be profitable or to obtain funding on a timely
basis or on acceptable terms, we may be required to significantly curtail, delay or discontinue our business operations. Any such
inability to continue as a going concern may result in our shareholders losing the value of their investment.
Our
goodwill and intangible assets may become impaired, which could result in a significant charge to earnings.
We
hold significant amounts of goodwill and intangible assets, and the balances of these assets could increase in the future if we
acquire other businesses. On June 30, 2018, the balance of our goodwill and intangible assets was A$22.4 million. We review our
goodwill and intangible assets for impairment when events or changes in circumstances indicate the carrying value of such goodwill
and intangible assets may not be recoverable. In addition, we test goodwill and our intangible assets for impairment annually.
Factors that may be considered a change in circumstances, indicating that their carrying value may not be recoverable, include,
but are not limited to, a sustained decline in stock price and market capitalization, significant negative variances between actual
and expected financial results, reduced
future cash flow estimates, adverse changes in legal factors, failure to realize anticipated synergies from acquisitions, and
slower growth rates in our industry. We may be required to record a significant charge to earnings in our financial statements
during the period in which any impairment of our goodwill and intangible assets is determined to exist, negatively impacting our
results of operations. If our market capitalization was to fall below the book value of our total stockholders' equity for a sustained
period, we may conclude that the fair value of our goodwill or intangible assets is materially impaired and that could adversely
impact our financial results.
7
The
loss of major customers may adversely impact our business
We
are subject to customer concentration risk as a result of our reliance on a relatively small number of customers for a significant
portion of our revenues. For the year ended December 31, 2017, sales to our major five customers constituted 68% of our total
revenue compared to 86% for the year ended December 31, 2016. Even though we are not dependent on any one major customer, the
loss of one or several of them and our inability to offset any potential reduction in revenue with purchases by new or existing
customers could adversely impact our business.
Our
major shareholder, Marvel Finance, and its sole shareholder Dr. Herbert Ying Chiu Lee, may have conflicts of interest with us
in the future
As
of September 30, 2018, Marvel Finance, and its sole shareholder Dr. Herbert Ying Chiu Lee, owned approximately 55.94% of the outstanding
ordinary shares of IMTE. As a majority shareholder, Marvel Finance is entitled to vote its shares according to its own interests,
which may differ from or conflict with the interests of our other shareholders, and has the ability to control our business
operations. For example, for the year ended December 31, 2017, IMTE received A$2,070,866 sales revenue from, and entered into
other transactions with, related parties. All these transactions were completed on market terms.
We
cannot anticipate in what form such conflicting interests may arise, but they may include, for instance, divergent views on whether
we should engage in certain corporate transactions, effectuate a change of control, or enter into mergers, takeovers, or other
business combinations. For example, we are expected to repay A$12.4 million to Marvel Finance from April 30, 2019, in connection
with the acquisition of Marvel Digital. In addition, Marvel Finance and Dr. Herbert Ying Chiu Lee's significant concentration
of share ownership may adversely affect the market value of our ordinary shares due to investors' perception that conflicts of
interest may exist or arise.
The
exercise of E-Tech Electronics' put option may adversely impact our ability to operate as a going concern
Under
the Put Option Deed between E-Tech Electronics and IMTE signed on January 3, 2018, subject to certain conditions, E-Tech Electronic
may exercise its put option right to require IMTE to purchase shares in Marvel Digital acquired by E-Tech Electronics upon conversion
of the convertible bonds issued to it by Marvel Digital. As a result, IMTE may be obligated to use its cash reserves to purchase
shares in Marvel Digital from E-Tech Electronics to comply with the terms of the Put Option Deed.
If
E-Tech Electronics exercises its put option right in full, IMTE will be obligated to pay approximately A$3.8 million in cash to
E-Tech Electronics. If the put option is exercised, IMTE may not have sufficient cash reserves to continue as a going concern.
In such an instance, IMTE may need, or could elect to seek, additional funding through public or private equity or debt financing,
which it may or may not be able to obtain. Even if IMTE is able to obtain additional funding through equity financing, for
instance, our existing shareholders could then face possible dilution of their interests or, in the case of debt financing, subordination
of their rights to new financiers.
8
USE
OF PROCEEDS
Unless
otherwise indicated in an accompanying prospectus supplement, we intend to use the net proceeds from the sale of the Securities
for general corporate purposes and to advance our commercial operations. We may also use a portion of the net proceeds towards
the possible acquisition of, or investment in, complementary technologies and businesses. Proceeds may also be used at our discretion
for specific purposes described in any prospectus supplement. Pending these uses, we intend to invest the net proceeds primarily
in bank deposits.
As
of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we may have upon
completion of an offering or offerings. Accordingly, we will retain broad discretion over the use of these proceeds.
CAPITALIZATION
A
prospectus supplement or report on Form 6-K incorporated by reference into the registration statement of which this prospectus
forms a part will include information on our consolidated capitalization.
9
PRICE
HISTORY OF ORDINARY SHARES
NASDAQ
Capital Market
Our
ordinary shares have been trading normally on The NASDAQ Capital Market under the symbol "IMTE" since August 2017. The
following table sets forth the high and low market prices for our ordinary shares for the periods indicated as reported on The
NASDAQ Capital Market. All prices are in U.S. dollars.
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|
|
|
|
|
|
|
|
|
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$ High
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|
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$ Low
|
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Ordinary
Shares
|
|
|
|
|
|
|
|
|
Fiscal
year ended
|
|
|
|
|
|
|
|
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December 31,
2017
|
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$
|
10.00
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|
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$
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5.60
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Fiscal
year ended December 31, 2017
|
|
|
|
|
|
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|
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Third
quarter (ended September 30, 2017)
|
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$
|
8.03
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|
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$
|
6.00
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Fourth
quarter (ended December 31, 2017)
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$
|
10.00
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|
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$
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5.60
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Fiscal
year ending December 31, 2018
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|
|
|
|
|
|
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First
quarter (ended March 31, 2018)
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$
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6.25
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|
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$
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3.19
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Second
quarter (ended June 30, 2018)
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$
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44.00
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|
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$
|
1.85
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Third
quarter (ended September 31, 2018)
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$
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18.04
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|
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$
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8.38
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Recent
months
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|
|
|
|
|
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April
2018
|
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$
|
3.22
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|
|
$
|
1.85
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May
2018
|
|
$
|
44.00
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|
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$
|
2.29
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June
2018
|
|
$
|
20.77
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|
|
$
|
14.12
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July
2018
|
|
$
|
18.04
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|
|
$
|
9.74
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August
2018
|
|
$
|
14.00
|
|
|
$
|
10.12
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September
2018
|
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$
|
11.98
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|
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$
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8.38
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10
DESCRIPTION
OF SHARE CAPITAL
General
IMTE
is a public 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.
Changes
to Our Share Capital
On
May 2, 2017, we effected a 30-for-1 consolidation of our ordinary shares. As a result, every thirty shares of our issued and outstanding
ordinary shares was consolidated into one ordinary share. As of December 31, 2017, we had 2,643,611 (79,301,852 before the consolidation)
ordinary shares outstanding but no outstanding options.
Since
January 1, 2015, the following changes have been made to our ordinary share capital (without giving effect to the share consolidation):
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1.
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In
February 2015, we issued 307,954 (10,266 post consolidation) shares at A$0.20 per share to acquire 100% equity interests in
Conco International Co., Ltd.
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|
2.
|
In
September 2015, we issued 26,081,065 (869,369 post consolidation) new ordinary shares to Marvel Finance Limited at a price
of A$0.20 per share to acquire 100% equity interests in Marvel Digital;
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|
3.
|
In
July 2018, we issued 25,275 ordinary shares at a subscription price of US$14.45 to Upper House Limited ("Upper House")
in payment of Upper House consulting and investing relation services provided to our subsidiary Marvel Digital.
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In
addition, we issued the following ordinary shares upon exercise of options by our employees and Directors over the past three
fiscal years:
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·
|
no ordinary
shares in fiscal 2017;
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|
·
|
no ordinary
shares in fiscal 2016; and
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|
·
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no ordinary
shares in fiscal 2015.
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Our
Constitution
Our
Constitution is similar in nature to the bylaws of a U.S. corporation. It does not provide for or prescribe any specific objectives
or purposes of IMTE. Our Constitution is subject to the terms of the Corporations Act. Under the Corporations Act, a constitution
may be amended or repealed and replaced by special resolution of shareholders, which is a resolution passed by at least 75% of
the votes cast by shareholders entitled to vote on the resolution.
11
Under
Australian law, a company has the legal capacity and powers of an individual both within and outside Australia. The material provisions
of our Constitution are summarized below. This summary is not intended to be complete nor to constitute a definitive statement
of the rights and liabilities of our shareholders. Our Constitution is incorporated by reference as an exhibit to the registration
statement, of which this prospectus forms a part.
Interested
Directors
Subject
to complying with the Corporations Act regarding disclosure of and voting on matters involving material personal interests, the
constitution provides that a director may vote in respect of any contract or arrangement in which the director has, directly or
indirectly, any material interest. However, that director may execute or otherwise act in respect of that contract or arrangement
on behalf of IMTE notwithstanding any material personal interest.
Unless
a relevant exception applies, the Corporations Act requires our directors at a board meeting to provide disclosure of certain
interests or conflicts of interests and prohibits directors from voting on matters in which they have a material personal interest.
In addition, the Corporations Act require shareholder approval of certain benefits to or transactions with our directors, subject
to exceptions.
Directors'
compensation
Our
directors are remunerated for their services as directors as determined by the Board of Directors by resolution. The remuneration
of a Managing Director or an Executive Director may be determined by the directors and may be in the form of salary or commission
or participation in profits or by all or any of those modes, but may not be by a commission on or percentage of operating revenue.
Pursuant
to our Constitution, any director who performs services that in the opinion of our board of directors, are outside the scope of
the ordinary duties of a director may be paid a remuneration which is in addition to, or in substitution of, the remuneration
received as director.
In
addition to other remuneration provided in our Constitution, all of our directors are entitled to be paid by us for reasonable
travel accommodation and other expenses incurred by the directors in attending general meetings, board meetings, committee meetings
or otherwise in connection with our business.
Borrowing
powers exercisable by Directors
Pursuant
to our Constitution, the management and control of our business affairs are vested in our board of directors. Our board of directors
has the power to raise or borrow money, and charge any of our property or business or any uncalled capital, and may issue debentures
or give any other security for any of our debts, liabilities or obligations or of any other person, in each case, in the manner
and on terms it deems fit.
Retirement
of Directors
Pursuant
to our Constitution, a director must retire from office no later than the end of the third year following his or her appointment
or at the third annual general meeting following his or her appointment, whichever is longer. This requirement does not apply
to the Managing Director. A person elected as a casual director by the board must retire at the next general meeting, but may
seek election as a director at that meeting. Retired directors are eligible for a re-election to the board of directors
unless disqualified from acting as a director under the Corporations Act or our Constitution.
12
Rights
and restrictions
The
rights attaching to our ordinary shares are detailed in our Constitution. Our Constitution provides that our directors may issue
shares with preferred or other class of shares with special rights, whether in relation to dividends, voting, return of share
capital or otherwise as our board of directors may determine. Subject to any approval which is required from our shareholders
under the Corporations Act, we may issue further shares on such terms and conditions as our board of directors resolves.
Dividend
rights
Our
board of directors may from time to time determine to pay dividends to shareholders. Unclaimed dividends may be invested by our
directors as they think fit for the benefit of IMTE until claimed or otherwise disposed of in accordance with our Constitution.
Voting
rights
Under
our Constitution, the rights and restrictions attaching to a class of shares, each shareholder has one vote on a show of hands
at a meeting of the shareholders unless a poll is demanded under the Constitution or the Corporations Act. On a poll vote, each
shareholder shall have one vote for each fully paid share. Shareholders may vote in person or by proxy, attorney or representative.
Under Australian law, shareholders of a public company are not permitted to approve corporate matters by written consent. Our
Constitution does not provide for cumulative voting.
Right
to share in our profits
Pursuant
to our Constitution, our shareholders are entitled to participate in our profits only by payment of dividends. Our board of directors
may from time to time determine to pay dividends to the shareholders, subject to the requirement under the Corporations Act for
the board to be satisfied that IMTE's entire financial position will permit it to pay the proposed dividend without causing the
company to be unable to pay its debt as they fall due.
Rights
to share in the surplus in the event of liquidation
Our
Constitution provides for the right of shareholders to participate in a surplus in the event of our liquidation, subject to the
rights attaching to a class of shares.
No
redemption provision for ordinary shares
There
are no redemption provisions in our Constitution in relation to ordinary shares. Under our Constitution, any preference shares
may be issued on the terms that they are, or may at our option be, liable to be redeemed.
Variation
or cancellation of share rights
Given
that the constitution does not set out the procedure for varying or cancelling the rights attached to shares in a class of shares,
the Corporations Act provides that those rights may only be varied or cancelled by:
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a
special resolution passed by members holding shares in the class; or
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the
written consent of members with at least 75% of the votes in the class.
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Directors
may make calls for any amounts on unpaid shares
Our
Constitution provides that our directors may make calls on a shareholder for amounts unpaid on shares held by that shareholder
(other than monies payable at fixed times under the conditions of allotment); make a call payable by installments or revoke or
postpone a call.
13
General
Meetings of Shareholders
General
meetings of shareholders may be called by our board of directors. The Corporations Act permits a shareholder with at least 5%
of votes to call a meeting of shareholders and to put forward shareholder resolutions. The Corporations Act also requires the
directors to call and arrange to hold a general meeting of shareholders on the request of shareholders with at least 5% of the
votes that may be cast at a general meeting. Notice of the proposed meeting of our shareholders is required at least 28 days
prior to such meeting under the Corporations Act.
Foreign
Ownership Regulation
Acquisitions
and proposed acquisitions of securities in Australian companies may be subject to review and approval by the Australian Federal
Treasurer under the Foreign Acquisitions and Takeovers Act 1975, or the FATA, which generally applies to acquisitions or proposed
acquisitions:
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by
a foreign person (as defined in the FATA) or associated foreign persons that would result in such persons having an interest
in 20% or more of the issued shares of, or control of 20% or more of the voting power in, an Australian company; and
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by non-associated foreign
persons that would result in such foreign persons having an aggregate interest in 40% or more of the issued shares of, or
control of 40% or more of the voting power in, an Australian company, where the Australian company is valued above the monetary
threshold prescribed by FATA.
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However,
no such review or approval under the FATA is required if the foreign acquirer is a U.S. entity or an entity from certain other
countries and the value of the target is less than A$1,134 million, unless the company operates in certain sensitive industries.
Exemptions do not apply to investments by foreign governments and their associated entities.
The
Australian Federal Treasurer may prevent a proposed acquisition in the above categories or impose conditions on such acquisition
if the Treasurer is satisfied that the acquisition would be contrary to the national interest. If a foreign person acquires shares
or an interest in shares in an Australian company in contravention of the FATA, the Australian Federal Treasurer may order the
divestiture of such person's shares or interest in shares in that Australian company.
Ownership
Threshold
There
are no provisions in our Constitution that require a shareholder to disclose ownership above a certain threshold. The Corporations
Act, however, requires a shareholder to notify us once it, together with its associates, acquires a 5% interest in our ordinary
shares, at which point the shareholder will be considered to be a "substantial" shareholder. Further, once a shareholder
owns a 5% interest in us, such shareholder must notify us of any increase or decrease of 1% or more in its holding of our ordinary
shares, and must also notify us on its ceasing to be a "substantial" shareholder. As we are now a U.S. public company,
our shareholders are also subject to disclosure requirements under U.S. securities laws.
Issues
of Shares and Change in Capital
Subject
to 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 preferred, deferred or other special rights and restrictions and for the consideration and other terms that
the directors determine.
Subject
to the requirements of our Constitution, the Corporations Act and any other applicable law, including relevant shareholder approvals,
we may consolidate or divide our share capital into a larger or smaller number by resolution, reduce our share capital
(provided that the reduction is fair and reasonable to our shareholders as a whole and does not materially prejudice our ability
to pay creditors) or buy back our ordinary shares whether under an equal access buy-back or on a selective basis.
14
Change
of Control
Takeovers
of Australian public companies, such as IMTE, are regulated by the Corporations Act, which prohibits the acquisition of a "relevant
interest" in issued voting shares in a public company if the acquisition will lead to that person's or someone else's "voting
power" (being the person's relevant interests plus those of its associates) in IMTE's issued shares increasing from 20% or
below to more than 20% or increasing from a starting point that is above 20% and below 90%, subject to a range of exceptions.
Generally,
a person will have a relevant interest in securities if the person:
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is
the holder of the securities;
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has
power to exercise, or control the exercise of, a right to vote attached to the securities; or
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has
the power to dispose of, or control the exercise of a power to dispose of, the securities, including any indirect or direct
power or control.
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If,
at a particular time, a person has a relevant interest in issued securities and the person:
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has
entered or enters into an agreement with another person with respect to the securities;
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has
given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation
to the securities (whether the right is enforceable presently or in the future and whether or not on the fulfillment of a
condition);
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has
granted or grants an option to, or has been or is granted an option by, another person with respect to the securities; or
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the
other person would have a relevant interest in the securities if the agreement were performed, the right enforced or the option
exercised;
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then
the other person is taken to already have a relevant interest in the securities.
There
are a number of exceptions to the above prohibition on acquiring a relevant interest in issued voting shares above 20%. In general
terms, some of the more significant exceptions include:
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when
the acquisition results from the acceptance of an offer under a formal takeover bid;
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when
the acquisition is conducted on market by or on behalf of the bidder under a takeover bid, the acquisition occurs during the
bid period, the bid is for all the voting shares in a bid class and the bid is unconditional or only conditioned on prescribed
matters set out in the Corporations Act;
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when
shareholders of IMTE approve the takeover by resolution passed at general meeting;
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an
acquisition by a person if, throughout the six months before the acquisition, that person or any other person has had voting
power in IMTE of at least 19% and, as a result of the acquisition, none of the relevant persons would have voting power in
IMTE more than three percentage points higher than they had six months before the acquisition;
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when
the acquisition results from the issue of securities under a pro rata rights issue;
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when
the acquisition results from the issue of securities under dividend reinvestment schemes;
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when
the acquisition results from the issue of securities under underwriting arrangements;
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15
when
the acquisition results from the issue of securities through operation of law;
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an
acquisition that arises through the acquisition of a relevant interest in another listed company which is listed on a prescribed
financial market;
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an
acquisition arising from an auction of forfeited shares conducted on-market; or
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an
acquisition arising through a compromise, arrangement, liquidation or buy-back.
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Breaches
of the takeovers provisions of the Corporations Act are criminal offenses. The Australian Securities and Investments Commission,
or ASIC, and the Australian Takeover Panel have a wide range of powers relating to breaches of takeover provisions or other circumstances
deemed to be unacceptable (whether or not they involve a breach of the takeover provisions), including the ability to make orders
canceling contracts, freezing transfers of, and rights attached to, securities, and forcing a party to dispose of securities.
There are certain defenses to breaches of the takeover provisions provided in the Corporations Act.
Access
to and Inspection of Documents
Inspection
of our records is governed by the Corporations Act. Any shareholder has the right to seek a copy of the constitution and the register
of members from the company. Shareholders do not have any right to inspect corporate records except as permitted by law, or authorized
by the Directors. Where a shareholder is acting in good faith and an inspection is deemed to be made for a proper purpose, a shareholder
may apply to the court to make an order for inspection of our books.
16
DESCRIPTION
OF PREFERENCE SHARES
Subject
to any limitations under the listing rules of NASDAQ, our board of directors may issue preference shares with any preferential
rights, privileges or conditions. The rights and restrictions attaching to any preference shares issued by IMTE must be set out
in our Constitution or in a special resolution of shareholders. Our Constitution does not limit the amount of preference shares
that we may issue.
We
do not have any preference shares outstanding as of the date of this prospectus. In the future we may issue preference shares
that could be converted into ordinary shares. A prospectus supplement will contain and describe the material terms of any preference
shares that we offer to the public in the United States, along with any material U.S. federal or Australian income tax considerations
relating to the offer of such preference shares.
The
Corporations Act places certain limitations on payment of dividends, including preferred dividends. In particular, dividends cannot
be paid out of capital. A right to receive dividends on a preference share may be expressed to be cumulative where it cannot be
paid due to legal limitations.
17
DESCRIPTION
OF WARRANTS
We
may issue warrants to purchase ordinary shares in one or more series, together with other securities or separately, as described
in the applicable prospectus supplement. A general description of terms and provisions of the warrants we may offer is included
below. A prospectus supplement and warrant agreement will contain specific terms of any warrants.
The
prospectus supplement relating to any warrants will contain, as applicable, the following:
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the
designation, amount and terms of the securities purchasable on exercise of the warrants;
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the
specific designation and aggregate number of, and the price at which we will issue, the warrants;
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the
exercise price for ordinary shares and the number of ordinary shares to be received upon exercise of the warrants, if applicable;
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the
date on which the right to exercise the warrants will begin and the date on which that right will expire;
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whether
the warrants will be issued in fully registered form or bearer form, in definitive or global form, or in any combination of
these forms;
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any
material U.S. federal or Australian income tax consequences;
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the
identity of the warrant agent and of any other depositaries, paying agents, transfer agents, registrars or other agents;
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the
proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;
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the
date from and after which the warrants and the ordinary shares will be separately transferable, if applicable;
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the
minimum or maximum amount of the warrants that may be exercised at any time, if applicable;
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any
information with respect to book-entry procedures;
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any
anti-dilution provisions of the warrants;
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any
redemption or call provisions of the warrants; and
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any
additional terms of the warrants, including procedures and limitations with regard to the exercise and exchange of the warrants.
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18
PLAN
OF DISTRIBUTION
We
may sell the Securities in any one or more of the following ways from time to time, including any combination thereof:
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to
or through underwriters;
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to
our shareholders under a rights entitlement offering;
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directly
to purchasers, including our affiliates.
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The
prospectus supplement relating to a particular offering of our Securities will set forth the terms of such offering, including:
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the
type of Securities to be offered;
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the
name or names of any underwriters, dealers or agents and the amounts of the Securities underwritten or purchased by each of
them;
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the
purchase price of the offered Securities and the proceeds to us from such sale;
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any
underwriting discounts and commissions or agency fees and other items constituting underwriters' or agents' compensation;
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the
initial offering price;
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any
discounts or concessions allowed or re-allowed to be paid to dealers; and
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any
securities exchanges on which the offered Securities may be listed.
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Any
initial offering prices, discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. In
compliance with the guidelines of the Financial Industry Regulatory Authority, Inc. (FINRA), the maximum commission or discount
to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate value of the securities offered
pursuant to this prospectus.
The
distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated
prices.
If
the Securities are sold by means of an underwritten offering, we will execute an underwriting agreement with an underwriter or
underwriters, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms
of the transaction, including commissions, discounts and any other compensation of the underwriters and dealers, if any, will
be set forth in the prospectus supplement which will be used by the underwriters to sell the Securities. If underwriters are utilized
in the sale of the Securities, the Securities will be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at fixed public offering prices or at varying prices
determined by the underwriters at the time of sale.
Our
Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly
by the managing underwriters. If any underwriter or underwriters are utilized in the sale of the Securities, unless otherwise
indicated in the prospectus supplement, the underwriting agreement will provide that the obligations of the underwriters are subject
to conditions
precedent and that the underwriters with respect to a sale of the Securities will be obligated to purchase all of those Securities
if they purchase any of those Securities.
19
We
may grant to the underwriters options to purchase additional Securities to cover over-allotments, if any, at the public offering
price with additional underwriting discounts or commissions. If we grant any over-allotment option, the terms of any over-allotment
option will be set forth in the prospectus supplement relating to those Securities.
If
a dealer is utilized in the sale of the Securities in respect of which this prospectus is delivered, we will sell those Securities
to the dealer as principal. The dealer may then resell those Securities to the public at varying prices to be determined by the
dealer at the time of resale. Any reselling dealer may be deemed to be an underwriter, as the term is defined in the Securities
Act, of the Securities so offered and sold. The name of the dealer and the terms of the transaction will be set forth in the related
prospectus supplement.
Offers
to purchase the Securities may be solicited by agents designated by us from time to time. Any agent involved in the offer or sale
of the Securities will be named, and any commissions payable by us to the agent will be set forth, in the applicable prospectus
supplement. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a reasonable best efforts basis
for the period of its appointment. Any agent may be deemed to be an underwriter, as that term is defined in the Securities Act,
of the Securities so offered and sold.
Offers
to purchase the Securities may be solicited directly by us and the sale of those Securities may be made by us directly to institutional
investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale
of those Securities. The terms of any sales of this type will be described in the related prospectus supplement.
If
so indicated in the prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers
by institutions to purchase Securities from us pursuant to contracts providing for payments and delivery on a future date. Institutions
with which contracts of this type may be made include commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases those institutions must be approved by us. The
obligations of any purchaser under any contract of this type will be subject to the condition that the purchase of the Securities
shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the purchaser is subject. The underwriters
and other persons acting as our agents will not have any responsibility in respect of the validity or performance of those contracts.
Disclosure
in the prospectus supplement of our use of delayed delivery contracts will include the commission that underwriters and agents
soliciting purchases of the Securities under delayed contracts will be entitled to receive in addition to the date when we will
demand payment and delivery of the Securities under the delayed delivery contracts. These delayed delivery contracts will be subject
only to the conditions that we describe in the prospectus supplement.
In
connection with the offering of the Securities, persons participating in the offering, such as any underwriters, may purchase
and sell the Securities in the open market. These transactions may include over-allotment and stabilizing transactions and purchases
to cover syndicate short positions created in connection with the offering. Stabilizing transactions consist of bids or purchases
for the purpose of preventing or retarding a decline in the market price of the Securities, and syndicate short positions involve
the sale by underwriters of a greater number of Securities than they are required to purchase from any issuer in the offering.
Underwriters also may impose a penalty bid, whereby selling concessions allowed to syndicate members or other broker-dealers in
respect of the Securities sold in the offering for their account may be reclaimed by the syndicate if the Securities are repurchased
by the syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market
price of the Securities, which may be higher than the price that might prevail in the open market, and these activities, if commenced,
may be discontinued at any time.
20
Underwriters,
dealers, agents and remarketing firms may be entitled under relevant agreements entered into with us to indemnification by us
against certain civil liabilities, including liabilities under the Securities Act that may arise from any untrue statement or
alleged untrue statement of a material fact or any omission or alleged omission to state a material fact in this prospectus, any
supplement or amendment hereto, or in the registration statement of which this prospectus forms a part, or to contribution with
respect to payments which the agents, underwriters or dealers may be required to make.
If
Securities are sold by means of a rights entitlement offering, the prospectus supplement will set forth the terms and conditions
of any such rights entitlement offering, including the manner in which it will be conducted and details on how our shareholders
can participate in any such offering. A rights entitlement offering conducted under applicable Australian rules and regulations
is a pro rata offering of additional securities to all our eligible shareholders, as at a specified record date.
21
EXPENSES
Set
forth below is an itemization of the estimated expenses currently expected to be incurred in connection with the issuance and
distribution of the Securities. The amounts in the table below are estimates, with the exception of the SEC registration fee.
Additional expenses relating to offerings of particular Securities are not included in the table below. Each prospectus supplement
describing an offering of Securities will provide estimated expenses related to the Securities offered under that prospectus supplement.
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SEC
registration fee
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US$
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9,090
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Legal
fees and expenses
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35,000
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Accounting
fees and expenses
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10,000
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Printing
expenses
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5,000
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Other
miscellaneous fees and expenses
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2,000
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Total
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US$ 61,090
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LEGAL
MATTERS
The
validity of the Securities and certain other legal matters will be passed upon for us by Baker & McKenzie, our Australian
and U.S. counsel.
EXPERTS
The
audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been
so incorporated by reference in reliance upon the report of HKCMCPA Company Limited, independent registered public accountants,
with registered address at 15th Floor, Aubin House, 171-172 Gloucester Road, Wan Chai, Hong Kong, which is included as exhibit
to this registration statement upon the authority and consent of said firm as experts in accounting and auditing.
ENFORCEABILITY
OF CIVIL LIABILITIES
We
are a public limited company incorporated under the laws of Australia. Certain 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 U.S. courts in any action, including
actions under the civil liability provisions of U.S. securities laws;
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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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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.
22
The
disclosure in this section is not based on the opinion of counsel.
We
have appointed C T Corporation System as our agent to receive service of process with respect to any action brought against us
under the federal securities laws of the United States.
INCORPORATION
BY REFERENCE
The
SEC allows us to "incorporate by reference" information into this prospectus. This means we are able to disclose important
information to you by referring you to other documents that we have filed separately with the SEC. The information incorporated
by reference is considered a part of this prospectus and should be read carefully. Certain information in this prospectus supersedes
information incorporated by reference that we filed with the SEC prior to the date of this prospectus. Certain information that
we file later with the SEC will automatically update and supersede the information in this prospectus. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We
incorporate by reference into this prospectus and the registration statement of which it is a part the following documents, including
any amendments to such filings:
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our
Annual Report on Form 20-F for the fiscal year ended December 31, 2017 (filed on April 2, 2018), as amended;
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the
description of our ordinary shares that is contained in Item 10 "Additional Information" in our registration
statement on Form 20-F filed with the SEC on February 24, 2017, as amended;
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any
annual report on Form 20-F filed with the SEC after the date of this prospectus;
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our
Current Report on Form 6-K, furnished to the SEC on September 26, 2018, relating to our half yearly report for the half year
ended June 30, 2018;
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any
half yearly report on Form 6-K furnished to the SEC after the date of this prospectus and prior to the termination of this
offering of Securities; and
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any
other Report on Form 6-K submitted to the SEC after the date of this prospectus and prior to the termination of this offering
of securities, but only to the extent that those forms expressly state that we incorporate them by reference in this prospectus.
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We
have not authorized anyone else to provide you with additional or different information to the information included in and incorporated
by reference to this prospectus and any prospectus supplement. You should rely only on the information provided by and incorporated
by reference to this prospectus and any prospectus supplement.
Upon
written or oral request, we shall provide without charge to each person, including any beneficial owner, 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 Integrated Media Technology Limited, Level 7,
420 King William Street, Adelaide, SA, 5000, Australia, Attention Company Secretary, telephone +61 8 7324 6018.
23
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have a registration statement on Form F-3 filed with the SEC, including relevant exhibits, under the Securities Act with respect
to the securities offered by this prospectus. This prospectus, which constitutes 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, its exhibits and the documents
incorporated by reference for further information with respect to us and our securities. All information 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. Information filed with the SEC may also be inspected and copied at the Public Reference Room maintained
by the SEC at 100 F Street, N.E., Washington, D.C. 20549. 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 Securities Exchange Act of 1934 as applicable to
foreign private issuers. Our annual report on Form 20-F for the year ending December 31, 2017, 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.
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 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. 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 above, or incorporated by reference in any prospectus supplement, are to be deemed
incorporated by reference into this prospectus and the registration statement of which it is a part. No information available
on or through our website, or any other website reference herein, shall be deemed incorporated by reference into this prospectus.
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.
24
Integrated
Media Technology Limited
158,730
Ordinary Shares
Warrants
to purchase up to 126,984 Ordinary Shares
Prospectus
Supplement
February
20, 2020