As filed with the Securities and Exchange
Commission on October 9, 2018.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Integrated Media Technology Limited
(Exact name of registrant as specified in
its charter)
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Not Applicable
(Translation of registrant's name
into English)
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Australia
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3651
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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7/F, Siu On Centre
188 Lockhart Road
Wanchai, Hong Kong
Tel: +852 2989 0200
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
C T Corporation System
111 Eighth Avenue,
New York, New York 10011, USA
Tel: +1 212 894 8940
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
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Andrew S. Reilly
Baker & McKenzie
Level 46, 100 Barangaroo Avenue
Sydney, NSW 2000, Australia
Tel: +61 2 9225 0200
Fax: +61 2 9225 1595
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Marc R. Paul
Baker & McKenzie LLP
815 Connecticut Avenue, N.W.
Washington, DC 20006
Tel: (202) 452-7000
Fax: (202) 416-7035
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Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date of this Registration Statement as determined in light of market
conditions
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If only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
o
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box.
x
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
o
If this Form is a registration statement
pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
o
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
o
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company
x
If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)
of the Securities Act.
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered
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Amount to be registered(1)
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Proposed maximum
aggregate price per unit(1)
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Proposed maximum aggregate offering price(1)(2)
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Amount of registration fee(3)
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Ordinary shares, no par value per share
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Preference Shares
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Warrants
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Total
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$75,000,000
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$9,090
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(1) Not specified as to each class of securities to be registered
pursuant to General Instruction II.C. of Form F-3.
(2) The registrant is hereby registering an indeterminate number
of securities of each identified class as may from time to time be offered at unspecified prices or upon conversion, exchange or
exercise of securities registered hereunder to the extent such securities are, by their terms, exercisable for, such securities.
The maximum aggregate offering price of all securities covered by this Registration Statement will not exceed $75,000,000. The
Registrant has estimated the proposed maximum aggregate offering price solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). The securities
registered hereunder include securities that may be purchased by underwriters to cover over-allotments, if any.
(3) Calculated pursuant to Rule 457(o) under the Securities Act.
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to Section 8(a), may determine.
Subject
to Completion, dated October 9, 2018.
The information in this
prospectus is not complete and may be changed. We cannot sell these securities until the registration statement that we have filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where their offer or sale is not permitted.
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 2018.
TABLE OF CONTENTS
Page
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About this Prospectus
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3
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Cautionary Note Regarding Forward-Looking Statements
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4
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Prospectus Summary
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6
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Risk Factors
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7
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Use of Proceeds
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9
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Capitalization
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9
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Price History of Ordinary Shares
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10
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Description of Share Capital
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11
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Description of Preference Shares
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17
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Description of Warrants
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18
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Plan of Distribution
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19
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Expenses
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22
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Legal Matters
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22
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Experts
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Enforceability of Civil Liabilities
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Incorporation by Reference
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Where you can find Additional Information
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Disclosure of SEC's Position on Indemnification for Securities Act Liability
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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;
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"preference shares" refers to our preference shares to be issued under this registration statement; and
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"warrants" refers to our warrants to be issued under this registration statement.
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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 Regard
I
ng 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;
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our ability to effectively compete in our industry;
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the strength of our brand;
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our ability to operate as a going concern;
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the liquidity of our securities;
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the potential of business acquisitions and the success of their integration within our business;
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the success of our collaborations and alliances with third parties regarding the development and distributions of our products;
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the timing of the initiation and completion of our research projects;
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the potential impact on our business of the economic, political and social conditions of the People's Republic of China (the
"PRC");
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the potential impact on our business of the interpretation and/or application of the PRC laws;
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expectations regarding expenses, ongoing losses, future revenue and capital needs;
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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
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our intellectual property position, including our ability to defend our intellectual property rights, and the duration of our
patent portfolio.
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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, expectations
4
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,
7
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.
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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$ High
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$ Low
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Ordinary Shares
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Fiscal year ended
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December 31, 2017
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$ 10.00
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$ 5.60
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Fiscal year ended December 31, 2017
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Third quarter (ended September 30, 2017)
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$ 8.03
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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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$ 5.60
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Fiscal year ending December 31, 2018
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First quarter (ended March 31, 2018)
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$ 6.25
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$ 3.19
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Second quarter (ended June 30, 2018)
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$
44.00
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$
1.85
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Third quarter (ended September 30, 2018)
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$ 18.04
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$ 8.38
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Recent months
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April 2018
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$ 3.22
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$ 1.85
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May 2018
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$ 44.00
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$ 2.29
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June 2018
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$
20.77
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$
14.12
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July 2018
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$
18.04
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$
9.74
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August 2018
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$
14.00
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$
10.12
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September 2018
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$ 11.98
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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.
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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.
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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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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
11
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.
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
14
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.
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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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.
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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
19
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.
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.
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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.
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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$
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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
22
of foreign judgments in Australia. We
also note that investors may be able to bring an original action in an Australian court against us to
enforce liabilities based in part upon U.S. federal securities laws.
The disclosure in this section is
not based on the opinion of counsel.
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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·
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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
US$75,000,000
Ordinary Shares
Preference Shares
Warrants
, 2018
No dealer, salesperson or any other person
is authorized to give any information or make any representations in connection with this offering other than those contained in
this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by
us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities
offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction
in which the offer or solicitation is not authorized or is unlawful.
Part
II Information Not Required in the Prospectus
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Item 8.
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Indemnification of Directors and Officers.
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Australian law.
Australian law provides that a company or
a related body corporate of the company may provide for indemnification of officers and directors, except to the extent of any
of the following liabilities incurred as an officer or director of the company:
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a liability owed to the company or a related body corporate of the company;
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a liability for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA
or 1317HB of the Australian Corporations Act 2001;
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·
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a liability that is owed to someone other than the company or a related body corporate of the company and did not arise out
of conduct in good faith; or
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·
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legal costs incurred in defending an action for a liability incurred as an officer or director of the company if the costs
are incurred:
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·
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in defending or resisting proceedings in which the officer or director is found to have a liability for which they cannot be
indemnified as set out above;
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·
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in defending or resisting criminal proceedings in which the officer or director is found guilty;
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·
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in defending or resisting proceedings brought by the Australian Securities & Investments Commission or a liquidator for
a court order if the grounds for making the order are found by the court to have been established (except costs incurred in responding
to actions taken by the Australian Securities & Investments Commission or a liquidator as part of an investigation before commencing
proceedings for a court order); or
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·
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in connection with proceedings for relief to the officer or a director under the Corporations Act, in which the court denies
the relief.
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Constitution.
Our Constitution provides, except to the extent
prohibited by the law and the Corporations Act, for the indemnification of every person who is or has been an officer or a director
of IMTE against liability incurred by that person as an officer or director. This includes any liability incurred by that person
in their capacity as an officer or director of a subsidiary of IMTE where the company requested that person to accept that appointment.
Indemnification Agreements.
Pursuant to Deeds of Access,
Insurance and Indemnity, we have agreed to indemnify our directors against certain liabilities and expenses incurred by such persons
in connection with claims made by reason of their being such a director.
SEC Position.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions,
we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
II-1
EXHIBIT INDEX
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Exhibits
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Description
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1.1
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Form of Underwriting Agreement*
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3.1
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Constitution of Integrated Media Technology Limited (incorporated by reference to Exhibit 1.1 to IMTE's amended Registration Statement on Form 20-F filed with the SEC on May 8, 2017)
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4.1
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Form of Warrant and/or Warrant Agent Agreement**
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4.2
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Form of Certificate of Designation of Preference Shares**
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5.1
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Opinion of Baker & McKenzie
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23.1
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Consent of Baker & McKenzie (included in Exhibit 5.1)
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23.2
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Consent of HKCMCPA Company Limited
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24.1
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Power of Attorney (contained on the signature page to this registration statement)
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*
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To be filed as an amendment or as an exhibit to a report on Form 6-K furnished to the SEC.
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**
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To be filed as an amendment or as an exhibit to a report on Form 6-K furnished to the SEC and incorporated by reference herein if any warrants or preference shares offered under this registration statement.
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II-2
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales of the registered securities are being
made, a post-effective amendment to this registration statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the registration statement; provided, however,
that paragraphs (1)(i), (1)(ii) and (1)(iii) to this section do not apply if the information required to be included
in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of
the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(4)
To file a post-effective amendment to the registration statement to include any financial
statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the
registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the
date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or Item 8.A. of Form 20-F if such financial statements
and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(5)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed
to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
II-3
offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any personthat is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to
which that prospectus relates, and the offering of such Securities at that time shall be deemed to be the initial bona fide offering
thereof.
Provided, however
, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date.
(6)
That, for the purpose of determining liability of the registrant under the Securities Act
to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant
to the purchaser.
The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act, the information omitted
from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-4
Signatures
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Hong Kong, on October 9,
2018.
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Integrated Media Technology Limited
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By:
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/s/ Herbert Ying Chiu Lee
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Name: Herbert Ying Chiu Lee
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Title: Chief Executive Officer
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II-5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Herbert Ying Chiu Lee as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and re-substitution, for him or her and in his name or her name, place and stead, in
any and all capacities, in connection with this registration statement, including to sign and file in the name and on behalf of
the undersigned as director or officer of the registrant, any and all amendments or supplements (including any and all prospectus
supplements, stickers and post-effective amendments) to this registration statement with all exhibits thereto, and sign any registration
statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and all post-effective amendments thereto and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any applicable securities
exchange, securities self-regulatory body or other regulatory authority, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and in and
about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
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Signature
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Title
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Date
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Chairman and Chief Executive Officer
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/s/ Herbert Ying Chiu Lee
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Herbert Ying Chiu Lee
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October 9, 2018
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(principal executive officer)
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/s/ Wilton Timothy Carr Ingram
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Non-Executive Director
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Wilton Timothy Carr Ingram
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October 9, 2018
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/s/ George Yatzis
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Interim Chief Financial Officer
(principal financial and accounting officer)
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George Yatzis
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October 9, 2018
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/s/ Man-Chung Chan
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Man-Chung Chan
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Non-Executive Director
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October 9, 2018
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/s/ Chang Yuen Chan
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Chang Yuen Chan
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Non-Executive Director
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October 9, 2018
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/s/ Wuhua Zhang
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Wuhua Zhang
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Non-Executive Director
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October 9, 2018
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II-6
Authorized
U.S. Representative
Pursuant to the Securities Act of 1933, as
amended, the undersigned, the duly authorized representative in the United States of Integrated Media Technology Limited, has signed
this registration statement in New York, New York, on October 9,
2018.
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Authorized U.S. Representative
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Depositary Management Corporation
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By:
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/s/ George Boychuk
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Name: George Boychuk
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Title: Managing Director
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II-7