IMTE Intergrated Media Technology Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________

FORM 6-K

______________________________________________

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

Dated December 27, 2024

Commission File Number: 001-38018

______________________________________________

Integrated Media Technology Limited

(Exact Name as Specified in its Charter)

______________________________________________

 

N/A

(Translation of Registrant's Name)

 

Suite 3 Level 3, 89 Pirie Street

Adelaide SA 5000 Australia

(Address of principal executive office)

______________________________________________

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒     Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7):  ☐

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Dated: December 30, 2024

 

	Integrated Media Technology Limited
	By:	/s/ Con Unerkov
	Name:	Con Unerkov
	Title:	Chief Executive Officer and director

 

 

 

 

EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Interim Report - For the Six Months Ended June 30, 2024

 

 

Safe Harbor Statement

 

This Form 6K release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including those regarding Integrated Media Technology Limited's (IMTE) expectations, intentions, strategies, and beliefs pertaining to future events or future financial performance. Actual events or results may differ materially from those in the forward-looking statements because of various important factors, including those described in the Company's most recent filings with the SEC. IMTE assumes no obligation to update publicly any such forward-looking statements, whether because of new information, future events or otherwise. For a more complete description of the risks that could cause our actual results to differ from our current expectations, please see the section entitled "Risk Factors" in IMTE's annual reports on Form 20-F and interim reports on Form 6-K filed with the SEC, as such factors may be updated from time to time in IMTE's periodic filings with the SEC, which are accessible on the SEC's website and at http://www.imtechltd.com.

 

 

Nasdaq (NASDAQ: IMTE)

 

 

Half Year Report - For the Six Months Ended June 30, 2024

 

Integrated Media Technology Limited (NASDAQ: IMTE) ("IMTE" or the "Company") announces the release of its Interim Report for the six months ended June 30, 2024.

 

Presented In United States dollars (US$)

 

			For the Six Months Ended
Key Information			June 30, 2024		June 30, 2023		% of Increase/ (Decrease)
Revenue from operating activities			43,732		304,208		(86)%
Earnings before interest, tax, depreciation and amortization ("EBITDA")			(396,112)		961,706		(141)%
Income/(loss) from ordinary activities after tax attributable to members			(1,273,242)		567,743		(324)%
Total comprehensive income/(loss) attributable to members			(1,273,242)		567,743		(324)%
Basic and diluted earnings / (loss) per share			(0.371)		0.273		(236)%
Interim dividend			N/A		N/A		N/A

 

The revenue from operating activities for the period ended June 30, 2024 was US$43,732 as compared to the revenue of US$304,208 for the six months ended June 30, 2023.

 

During the six months ended June 30, 2024, IMTE has recorded a loss of US$1,573,921 (2023: profit of US$163,585). The decrease was mainly due to the net gain on the value of warrants and the derivative financial instruments in the prior year.

 

Please refer to Exhibit 99.1 for full text of our Interim Report for the six months ended June 30, 2024.

 

About Integrated Media Technology Limited ("IMTE")

 

IMTE is an Australian company engaged in the business of manufacture and sale of nano coated plates for filters, the manufacture of electronic glass, Halal certification and distribution of Halal products and the operating of an online exchange platform for trading in digital assets and the trading of new energy product. For more information, please visit www.imtechltd.com.

 

Investor Relations Contact:

 

Email: corporate@imtechltd.com

 

 

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INTEGRATED MEDIA TECHNOLOGY LIMITED

 

ACN 132 653 948

 

Interim Report

June 30, 2024

 

 

 

 

 

 

 

 

 

 

Contents

 

	Pages
Unaudited Condensed Consolidated Statements of Profit or Loss	1
Unaudited Condensed Consolidated Statements of Financial Position	2
Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity	3
Unaudited Condensed Consolidated Statements of Cash Flows	4
Notes to the Unaudited Condensed Consolidated Financial Statements	5-19

 

 

 

 

 

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page i

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

UNAUDITED Condensed Consolidated StatementS of PROFIT OR LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

 

				Group
				June 30			June 30
				2024			2023
		Notes		US$			US$
Revenue, net		4			43,732			304,208
Cost of goods sold					(21,995	)		(226,058)
					21,737			78,150
Fair value gain on derivative financial instruments					-			-
Gain on changes in value of warrants					11,980			2,367,292
Interest income					280,565			365,293
Other income		5			-			10,137
					314,282			2,820,872
EXPENSES
Depreciation and amortization					(459,301	)		(459,581)
Employee benefit expenses					(169,419	)		(322,515)
Exchange (loss)/ gain, net					(7,085	)		11,630
Finance costs		6			(718,508	)		(338,540)
Office expenses and supplies					(11,714	)		(21,839)
Other operating expenses					(2,318	)		(88,574)
Professional and consulting expenses					(311,326	)		(820,400)
Provision for loan receivable					(171,889	)		-
Provision for due from associate					(14,626	)		-
Provision for due from former companies					(11,733	)		-
Provision for inventory written down					-			(345,000)
Provision for doubtful debts					-			(133,433)
Rental costs					(10,284	)		(52,993)
Share of losses of associates					-			(84,093)
Travel and accommodation expenses					-			(1,949)
Total expenses					(1,888,203	)		(2,657,287)
(LOSS)/ PROFIT BEFORE INCOME TAX					(1,573,921	)		163,585
Income tax expense		7(a)			-			-
(LOSS)/ PROFIT FOR THE PERIOD					(1,573,921	)		163,585
(Loss)/ profit for the period attributable to:
Owners of the Company					(1,273,242	)		567,743
Non-controlling interests					(300,679	)		(404,158)
					(1,573,921	)		163,585
(Loss)/ earning per share
- Basic and diluted		9			(0.371	)		0.273

 

The accompanying notes form part of these unaudited condensed consolidated financial statements.

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 1 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

UNAUDITED Condensed Consolidated StatementS of Financial POSITION

AS OF JUNE 30, 2024 AND DECEMBER 31, 2023

 

				Group
				June 30			December 31
				2024			2023
		Notes		US$			US$
ASSETS
CURRENT ASSETS
Cash and cash equivalents					2,116			675,781
Trade receivables		10			43,732			-
Other receivables		10			481,146			17,354
Inventories		11			2,974,865			2,996,964
Other current assets		10			215			215
Loan receivable		12			-			-
Amount due from an associate		17			-			-
Amounts due from former group companies		13			-			-
Total current assets					3,502,074			3,690,314
NON-CURRENT ASSETS
Plant and equipment		14			1,050,250			1,444,460
Other assets – equipment deposits		15			24,260,847			24,260,847
Intangible assets		16			674,116			739,207
Investment in an associate		17			-			-
Total non-current assets					25,985,213			26,444,514
Total assets					29,487,287			30,134,828
LIABILITIES
CURRENT LIABILITIES
Trade and other liabilities		18			1,176,319			926,669
Derivative financial instruments		19			1,449,000			1,449,000
Warrant liabilities					-			11,980
Total current liabilities					2,625,319			2,387,649
NON-CURRENT LIABILITIES
Convertible promissory notes		20			11,780,210			11,144,000
TOTAL LIABILITIES					14,405,529			13,531,649
NET CURRENT ASSETS					876,755			1,302,665
NET ASSETS					15,081,758			16,603,179
CAPITAL AND RESERVES
Issued capital (no par value 3,431,434 ordinary shares issued and outstanding as of June 30, 2024 and 3,410,434 ordinary shares as of December 31, 2023)		21			69,030,351			68,977,851
Other reserves		23			1,986,542			1,986,542
Accumulated losses					(55,094,720	)		(53,821,478)
Equity attributable to owners of the Company					15,922,173			17,142,915
Non-controlling interests					(840,415	)		(539,736)
TOTAL EQUITY					15,081,758			16,603,179

 

The accompanying notes form part of these unaudited condensed consolidated financial statements.

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 2 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

 

		Attributable to Owners of the Company
Group		Issued Capital		Accumulated Losses		Other Reserves (Note 23)		Total		Non- Controlling Interests		Total Equity
		US$		US$		US$		US$		US$		US$
Balance as of January 1, 2023		66,232,568		(40,190,104)		588,080		26,630,544		2,286,543		28,917,087
Profit for the period		-		567,743		-		567,743		(404,158)		163,585
Issuance of new ordinary shares		368,485		-		-		368,485		-		368,485
Balance as of June 30, 2023		66,601,053		(39,622,361)		588,080		27,566,772		1,882,385		29,449,157
Balance as of January 1, 2024		68,977,851		(53,821,478)		1,986,542		17,142,915		(539,736)		16,603,179
Loss for the period		-		(1,273,242)		-		(1,273,242)		(300,679)		(1,573,921)
Issuance of new ordinary shares		52,500		-		-		52,500		-		52,500
Balance as of June 30, 2024		69,030,351		(55,094,720)		1,986,542		15,922,173		(840,415)		15,081,758

 

The accompanying notes form part of these unaudited condensed consolidated financial statements.

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 3 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

 

				Group
				For the			For the
				Six Months Ended			Six Months Ended
				June 30			June 30
				2024			2023
		Notes		US$			US$
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)/ profit before tax					(1,573,921	)		163,585
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization					459,301			459,581
Change in fair value of warrants					(11,980	)		(2,367,292)
Share of losses of an associate					-			84,093
Interest accrued for convertible notes					636,210			294,800
Interest income from short term loan					-			(170,944)
Interest income from associate					-			(19,501)
Provision for doubtful debts					-			133,433
Provision for inventory written down					-			345,000
Net cash flows from changes in working capital		26			(235,775	)		667,815
NET CASH USED IN OPERATING ACTIVITIES					(726,165	)		(409,430)
CASH FLOWS FROM FINANCING ACTIVITY
Proceeds from shares issued					52,500			368,485
NET CASH PROVIDED BY FINANCING ACTIVITY					52,500			368,485
NET DECREASE IN CASH AND CASH EQUIVALENTS					(673,665	)		(40,945)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD					675,781			50,536
CASH AND CASH EQUIVALENTS AT END OF PERIOD					2,116			9,591
Analysis of cash and cash equivalents:
Cash and cash equivalents					2,116			9,591

 

The accompanying notes form part of these unaudited condensed consolidated financial statements.

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 4 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.

BASIS OF PREPARATION OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The unaudited condensed consolidated financial statements are general purpose financial statements, which have been prepared in accordance with International Financial Reporting Standards ("IFRSs") IAS 34 "Interim Financial Reporting".

 

The unaudited condensed consolidated financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these unaudited condensed consolidated financial statements are to be read in conjunction with the annual report for the financial year ended December 31, 2023 and any public announcements made by Integrated Media Technology Limited during the interim reporting period.

 

The unaudited condensed consolidated financial statements have been prepared on the accrual basis and are based on historical cost modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

 

The Company and its subsidiaries are referred to as the "Group".

 

The Group incurred a net loss of US$1,573,921 (2023: profit of US$163,585) during the six months ended June 30, 2024. This condition indicates the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern.

 

Going Concern

 

The Group's unaudited consolidated financial statements are prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Group has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of June 30, 2024, the Group had accumulated losses of US$54,860,296 and used cash in operating activities in the amount of US$726,165. The ability of the Group to continue as a going concern is dependent on the Group obtaining adequate capital to fund operating losses until it becomes profitable. If the Group is unable to obtain adequate capital, it could be forced to cease or reduce its operations.

 

For the period under review until the date of this report, the Group has raised a total of US$[52,500] from the selling of new shares and convertible notes for its operation. However, the Group will be required to generate revenues and profits to sustain ongoing operation cash requirements; short of which the Group will need to continue to build its capital base to fund its business plans.

 

To continue as a going concern, the Group will need continual short-term borrowings for our working and operating capital. In the longer term, the Group is dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing until the Group can earn revenue and realize positive cash flow from its operations.

 

There are no assurances that the Group will be successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be unlikely that the Group will continue as a going concern.

 

Based on the Group's current rate of cash outflows, cash on hand and short term borrowings, management believes that its current cash may not be sufficient to meet the anticipated cash needs for working capital for the next twelve months.

 

The Group's plans with respect to its liquidity issues include, but are not limited to, the following:

 

(a)

Continue to raise financing through the sale of its equity and/or debt securities;

 

(b)

Seek additional capital in the public equity markets to continue its operations as it rolls out its current products in development, respond to competitive pressures, develop new products and services, and support new strategic partnerships. The Group is currently evaluating additional equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Group can consummate such a transaction, or consummate a transaction at favorable pricing.

 

The ability of the Group to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraphs and eventually secure other sources of financing and achieve profitable operations.

 

These unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 5 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.

BASIS OF PREPARATION OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

The unaudited consolidated financial statements of the Group are presented in United States Dollars ("USD" or "US$"), unless otherwise stated.

 

Foreign Currency Translation

 

(i)

Functional and presentation currency

 

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in United States dollars ("USD" or "US$" or "$"), which is the Group’s presentation currency.

 

The Company’s operations are not considered self-sustaining and are translated using the temporal method. Under this method, monetary assets and liabilities denominated in foreign currencies are translated at exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates in effect on the dates the assets were acquired or liabilities were assumed. Revenues and expenses are translated at rates of exchange prevailing on the transaction dates. Gains and losses on translation are reflected in income when incurred.

 

(ii)

Transactions and balances

 

Foreign currency transactions during the period are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the end of the reporting period. Exchange gains and losses are recognized in profit or loss, except those arising from foreign currency borrowings used to hedge a net investment in a foreign operation which are recognized in other comprehensive income.

 

Non- monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transaction dates. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated using the foreign exchange rates ruling at the dates the fair value was measured.

 

(iii)

Group companies

 

The results of foreign operations whose functional currency is its home currency are translated into United States Dollars at the exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Statement of financial position items, are translated into United States Dollars at the closing foreign exchange rates at the end of the reporting period. The resulting exchange differences are recognized in other comprehensive income and accumulated separately in equity in the exchange reserve.

 

On disposal of such a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation is reclassified from equity to profit or loss when the profit or loss on disposal is recognized.

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 6 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.

BASIS OF PREPARATION OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 

New, revised or amended Accounting Standards and Interpretations adopted

 

(a)   Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

 

The initial application of the amendments to the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have a material impact on the accounting policies of IMTE and its subsidiaries (collectively as the “Company”).

 

(b)  The IFRS Accounting Standards issued by International Accounting Standards Board (IASB), but not yet endorsed and issued into effect by the FSC.

 

New, Amended and Revised Standards and Interpretations	Effective Date Issued by IASB
Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments”	January 1, 2026
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”	To be determined by IASB
IFRS 18 “Presentation and Disclosure in Financial Statements”	January 1, 2027

 

IFRS 18 “Presentation and Disclosures in Financial Statements”

 

IFRS 18 will supersede IAS 1” Presentation of Financial Statements”. The main changes comprise:

 

•

Items of income and expenses included in the statement of profit or loss shall be classified into the operating, investing, financing, income taxes and discounted operations categories.

 

•

The statement of profit or loss shall present totals and subtotals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.

 

•

Provides guidance to enhance the requirements of aggregation and disaggregation: The Company shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Company shall disaggregate items with dissimilar characteristics in the primary financial statements and in the notes. The Company labels items as ‘other’ only if it cannot find a more informative label.

 

Except for the above impact, as of the date the accompanying consolidated financial statements were issued, the Company continues in evaluating the impact on its financial position and financial performance from the initial adoption of the aforementioned standards or interpretations and related applicable period. The related impact will be disclosed when the Company completes its evaluation.

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 7 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

2.

USE OF JUDGEMENTS AND ESTIMATES

 

In preparing these interim unaudited condensed consolidated financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

 

Inventory - Inventory is valued at the lower of cost and net realizable value. Cost of inventory includes cost of purchase (purchase price, import duties, transport, handling, and other costs directly attributable to the acquisition of inventories), cost of conversion, and other costs incurred in bringing the inventories to their present location and condition. Net realizable value for inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Provisions are made in profit or loss of the current period on any difference between book value and net realizable value.

 

Associated company -The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5.

 

Recognition of impairment losses- An impairment loss is recognized in profit or loss if the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or group of units) and then, to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs of disposal (if measurable) or value in use (if determinable).

 

Reversals of impairment losses- In respect of assets other than goodwill, an impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed.

 

Any excess of the cost of acquisition over the Company's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognised at the date of acquisition is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Company's share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss. 

 

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

 

3.

OPERATING SEGMENTS

 

Operating segments have been determined on the basis of reports reviewed by the chief executive officer (“CEO”). The CEO is considered to be the chief operating decision maker of the Group. The CEO considers that the Group has assessed and allocated resources on this basis. The CEO considers that the Group has seven operating segments for the period ended June 30, 2024 (2023: six), being (1) the sale of electronic glass, (2) sales of air-filter products, (3) sales of Halal products, (4) NFT, (5) corporate, (6) provision of consultancy and (7) provision of new energy products and solutions.

 

The CEO reviews Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"). The accounting policies adopted for internal reporting to the CEO are consistent with those adopted in the unaudited condensed consolidated financial statements.

 

The information reported to the CEO is on at least a monthly basis.

 

Intersegment transaction

 

There are no intersegment transactions. There are no intersegment sales, receivables, payables and loans.

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 8 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

3.

OPERATING SEGMENTS (Continued)

 

Operating segment information

 

	Sales of electronic glass		Sales of air-filter products		Sales of Halal products		Provision of consultancy service		NFT		Provision of new energy products and solutions		Corporate		Total
	US$		US$		US$		US$		US$		US$		US$		US$
Unaudited Consolidated – 2024
For the six months ended June 30, 2024 Revenue
Sales to external customers	-		-		43,732		-		-		-		-		43,732
Total sales revenue	-		-		43,732		-		-		-		-		43,732
Gain on changes in value of warrants	-		-		-		-		-		-		11,980		11,980
Interest income	-		-		16,466		14		-		-		264,085		280,565
Total revenue	-		-		60,198		14		-		-		276,065		336,277
EBITDA															(396,112)
Depreciation and amortization															(459,301)
Finance costs															(718,508)
Loss before income tax															(1,573,921)
Income tax expense															-
Loss after income tax															(1,573,921)
As of June 30, 2024
Segment assets	24,260,846		1,045,333		534,013		470,409		246,145		3,632		2,926,909		29,487,287
Segment liabilities	-		(370,178)		(88,403)		(106,891)		(365)		-		(13,839,692)		(14,405,529)

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 9 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

3.

OPERATING SEGMENTS (Continued)

 

Operating segment information (Continued)

 

	Sales of electronic glass		Sales of air-filter products		Sales of Halal products		Provision of consultancy service		NFT		Corporate		Total
	US$		US$		US$		US$		US$		US$		US$
Unaudited Consolidated – 2023
For the six months ended June 30, 2023 Revenue
Sales to external customers	-		-		304,208		-		-		-		304,208
Total sales revenue	-		-		304,208		-		-		-		304,208

 

Gain on changes in value of warrants	-		-		-		-		-		2,367,292		2,367,292
Interest income	-		-		6,170		55		-		359,068		365,293
Other revenue	-		-		-		-		-		10,137		10,137
Total revenue	-		-		310,378		55		-		2,736,497		3,046,930
EBITDA													961,706
Depreciation and amortization													(459,581)
Finance costs													(338,540)
Profit before income tax													163,585
Income tax expense													-
Profit after income tax													163,585
As of June 30, 2023
Segment assets	14,260,846		3,360,421		2,807,622		14,692		290,770		16,572,601		37,306,952
Segment liabilities	(948)		(483,749)		(27,768)		(188,305)		(365)		(7,156,660)		(7,857,795)

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 10 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

4.

REVENUE

 

		Group
		Period Ended June 30 2024				Period Ended June 30 2023
		US$				US$
Sale of Halal products			43,732			304,208

 

5.

OTHER INCOME

 

		Group
		Period Ended June 30 2024				Period Ended June 30 2023
		US$				US$
Management consultancy fees income			-				10,137

 

6.

FINANCE COSTS

 

		Group
		Period Ended June 30 2024				Period Ended June 30 2023
		US$				US$
Interest on short-term loan			82,298				43,740
Interest on convertible promissory note			636,210				294,800
			718,508				338,540

 

7.

INCOME TAX EXPENSE

 

			Group
			Period Ended June 30 2024				Period Ended June 30 2023
			US$				US$
Current tax expense			-				-
Income tax expense – Note 7(a)			-				-

 

(a)

The prima-facie tax on (loss)/ profit before income tax is reconciled to the income tax expense as follows:

 

		Group
		Period Ended June 30 2024				Period Ended June 30 2023
		US$				US$
Numerical reconciliation of income tax expense to prima-facie tax payable
(Loss)/ profit before income tax			(1,573,921	)			163,585
Income tax benefit on loss before income tax at 30%			-				-
Difference in overseas tax rates			-				-
Less the tax effect of:
Temporary differences for the period for which no deferred tax is recognized			-				(163,585)
Income tax expense			-				-

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 11 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

7.

INCOME TAX EXPENSE (Continued)

 

(b)

Deferred tax assets / (liabilities) arising from temporary differences and unused tax losses can be summarized as follows:

 

		Group
		June 30 2024				December 31 2023
		US$				US$
Balance brought forward			-			-
Exchange rate difference			-			-
Balance carried forward			-			-

 

8.

DIVIDENDS

 

No dividends were declared and paid during the six months ended June 30, 2024 (2023: Nil).

 

9.

(LOSS)/ EARNING PER SHARE

 

		Group
		Period Ended June 30 2024				Period Ended June 30 2023
		US$				US$
Basic and diluted (loss)/ profit per share			(0.371)				0.273
(Loss)/ profit after income tax attributable to shareholders			(1,273,242)				567,743

 

			Period Ended June 30 2024				Period Ended June 30 2023
			No. of shares				No. of shares*
Weighted average number of ordinary shares as of January 1			3,410,434				2,052,359
Weighted average of shares issued during the period			19,243				24,903
Weighted average number of ordinary shares as of June 30			3,429,677				2,077,262

 

The (loss)/ profit per share was calculated based on the weighted average of 3,429,677 (2023: 2,077,262*) shares outstanding during the financial period.

 

* shares amended to adjust post share consolidation of 10 shares for 1 share effective from October 16, 2023.

 

10.

TRADE RECEIVABLES, OTHER RECEIVABLES AND OTHER CURRENT ASSETS

 

(a) Trade receivables

 

		Group
		June 30 2024				December 31 2023
		US$				US$
Trade receivables			835,228				791,496
Less: Allowances for doubtful debts			(791,496)				(791,496)
			43,732				-

 

(b) Other receivables

 

		Group
		June 30 2024				December 31 2023
		US$				US$
Other receivables			2,785,069				888,901
Less: Allowances for provision			(2,303,923	)			(871,547)
			481,146				17,354

 

The other receivables mainly relate to advances for purchase of halal products and inner layer film.

 

(c) Other current assets

 

		Group
		June 30 2024			December 31 2023
		US$			US$
Trade deposits		313,920			313,920
Other deposits		1,278,438			1,278,438
Provision for other current assets		(1,292,143	)		(1,592,143)
		215			215

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 12 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

11.

INVENTORIES

 

Inventories consist of the following:

 

		Group
		June 30 2024				December 31 2023
		US$				US$
Finished goods - halal products			74,995				98,304
Finished goods - displays and other products			4,600,000				4,600,000
Provision for inventories obsolescence			(1,700,130)				(1,701,340)
Total, net of allowance for inventories			2,974,865				2,996,964

 

 

12.

LOAN RECEIVABLE

 

		Group
		June 30 2024			December 31 2023
		US$			US$
Loan receivable		6,800,000			6,800,000
Loan interest receivable		273,889			102,000
Provision for loan receivable		(7,073,889	)		(6,902,000)
		-			-

 

On September 15, 2022 the Company completed the sale of 100% of its equity interest in eGlass Technologies Ltd ("eGlass") to Capital Stone Holdings Limited ("Purchaser") for US$6.8 million ("Consideration"). The Purchaser agreed to pay the Consideration by issuing to the Company a debt instrument ("Loan"), which bears interests of 5% per annum, repayable in 2 years and secured against the shares of eGlass. The Purchaser has indicated an intention to list eGlass on the Australia Securities Exchange ("ASX") by July 2024. Pursuant to the sale purchase agreement between the parties, the Purchaser has the right to pay the Loan by giving the Company the number of shares in eGlass calculated by dividing the amount of outstanding loan by 10% discount to the then 5-day volume weighted average closing price ("VWAP"); provided that such price may not be greater than the 120% of the IPO Price. Alternatively, the Company has the right to have the Purchaser repay the Loan by transferring to the Company the number of shares in eGlass calculated by dividing the amount of outstanding loan by the IPO Price. Any outstanding loan amount that could not be fully repaid by the eGlass shares would be settled by cash.

 

13.

AMOUNTS DUE FROM FORMER GROUP COMPANIES

 

		Group
		June 30 2024			December 31 2023
		US$			US$
Amounts due from former group companies - net		231,760			217,639
Provision for due from former group companies		(231,760	)		(217,639)
		-			-

 

The amount due from former group companies are unsecured, interest at 5% per annum and repayable on demand.

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 13 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

14.

PLANT AND EQUIPMENT

 

Group					Fixtures and Equipment			Machinery			Total
					US$			US$			US$
As of December 31, 2023
Cost					157,528			3,915,997			4,073,525
Accumulated depreciation					(150,401	)		(2,478,664	)		(2,629,065)
As of December 31, 2023					7,127			1,437,333			1,444,460
Six months ended June 30, 2024
As of December 31, 2023					7,127			1,437,333			1,444,460
Depreciation					(2,210)			(392,000	)		(394,210)
As of June 30, 2024					4,917			1,045,333			1,050,250
As of June 30, 2024
Cost					157,528			3,915,997			4,073,525
Accumulated depreciation					(152,611)			(2,870,664	)		(3,023,275)
As of June 30, 2024					4,917			1,045,333			1,050,250

 

15. EQUIPMENT DEPOSIT

 

		Consolidated
		June 30 2024 US$				December 31, 2023 US$
Carrying value as at beginning of period/ year			24,260,847				14,260,847
Addition during the period/ year			-				15,000,000
Provision during the period/ year			-				(5,000,000	)
Carrying value as at end of period/ year			24,260,847				24,260,847

 

The equipment deposit is for the lamination equipment for the manufacturing of smartglass. In 2023, the Company paid a further deposit of $15 million to SWIS Co., Limited for the purchase of 3 additional lines for its planned operation and made a provision of $5 million for the lamination line deposit paid in 2021.

 

16.

INTANGIBLE ASSETS

 

Group
		Technologies and Knowhow			Software and License			Goodwill			Total
		US$			US$			US$			US$
As of December 31, 2023
Cost		666,667			374,786			722,784			1,764,237
Provision		-			-			(722,784	)		(722,784)
Accumulated amortization		(211,109	)		(91,137	)		-			(302,246)
As of December 31, 2023		455,558			283,649			-			739,207
Six months ended June 30, 2024
As of December 31, 2023		455,558			283,649			-			739,207
Amortization		(41,667	)		(23,424)			-			(65,091)
As of June 30, 2024		413,891			260,225			-			674,116
As of June 30, 2024
Cost		666,667			374,786			722,784			1,764,237
Provision		-			-			(722,784	)		(722,784)
Accumulated amortization		(252,776	)		(114,561	)		-			(367,337)
As of June 30, 2024		413,891			260,225			-			674,116

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 14 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

17.

INVESTMENT IN AN ASSOCIATE

 

		Group
		June 30 2024		December 31 2023
		US$		US$
Interest in associate		-		-
Amount due from an associate, net*		559,754		545,128
Provision for associate		(559,754)		(545,128)
		-		-

 

*The amount due from an associate is non-trade in nature, unsecured, interest bearing at 5% per annual and is payable on demand.

 

The following information contains only the particulars of a material associate, which is unlisted corporate entity whose quoted market price is not available:

 

									Percentage Owned
Name of associate		Country of incorporation		Principal Activities		Paid up Capital			June 30, 2024		December 31, 2023
Greifenberg Digital Limited		Canada		Investment holding			US$2,087,000		23.96% (Direct)		23.96% (Direct)

 

Summarised financial information in respect of the Group's associated company is set out below. The summarized financial information below represents amounts in associates' financial statements prepared in accordance with IFRS Accounting Standard.

 

		June 30 2024		December 31 2023
		US$		US$
Current assets		183,761		183,761
Non-current assets		1,472,254		1,472,254
Current liabilities		(1,356,857)		(1,342,231)
Equity		299,158		313,784
Revenue		370,000		370,000
Loss from continuing operations		(828,973)		(814,347)
Loss for the period and total comprehensive loss		(458,973)		(444,347)
Dividend received from the associate		-		-

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 15 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

18.

TRADE AND OTHER LIABILITIES

 

		Group
		June 30 2024		December 31 2023
		US$		US$
Trade payables		97,221		97,221
Other payables		720,191		301,093
Account due to directors (i)		358,907		98,465
Accruals		-		429,890
		1,176,319		926,669

 

(i)

The amount due to directors are non-trade in nature, unsecured, non-interest bearing and payable on demand.

 

19.

DERIVATIVE FINANCIAL INSTRUMENTS

 

		Group
		June 30 2024		December 31 2023
		US$		US$
Derivative financial liabilities:
Carrying value as at beginning of period/ year		1,449,000		1,677,178
Derivative redeemed on conversion of promissory notes		-		(1,677,178)
Derivatives embedded in the convertible promissory note issued (Note 20)		-		1,449,000
Carrying value as at end of period/ year		1,449,000		1,449,000

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 16 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

20.

CONVERTIBLE PROMISSORY NOTES

 

		Group
		June 30		December 31
		2024		2023
		US$		US$
Convertible promissory notes:
Face value of convertible promissory notes issued from July to December 2022 (note i)		-		5,502,927
Face value of convertible promissory note issued in November 2023 (note ii)		15,000,000		15,000,000
Debt discount to other reserves		(2,544,840)		(2,544,840)
Derivatives embedded in the convertible promissory note issued (Note 19)		(1,449,000)		(2,038,600)
Liability component on initial recognition		11,006,160		15,919,487
Converted to shares in the Company		-		(600,000)
Redeemed through the conversion to eGlass shares		-		(4,902,927)
Interest accrued		774,050		727,440
Carrying value as at end of period/ year		11,780,210		11,144,000

 

Note (i)

From July to December 2022, the Company issued a total of approximately US$5.5 million convertible notes (“CPNote(s)”). The CPNotes are interest free, unsecured and convertible into shares of eGlass Technologies Ltd. (“eGlass”), a former subsidiary company of the Company, on the date eGlass receives notice from Australia Securities Exchange (“ASX”) that it will be admitted to the official list of ASX, at a conversion price equal to 25% discount to the IPO Price.

 

However, if by the first anniversary of the date of the issuance of the CPNote, eGlass has not received notice from ASX that it will be admitted to the official list of ASX, all CPNotes, according to the time of the one year anniversary, will then as appropriate, convert to shares of the Company based on then 30-day VWAP multiplied by 90%.

 

In addition, each noteholder shall receive warrants (“Warrant”) equal to the amount of the CPNote to subscribe for one share in eGlass at the IPO Price for a period of one year after the IPO, provided that eGlass is listed on the ASX. The Warrants are assignable and transferable prior to the IPO. If eGlass is not listed on the ASX, the Warrants will automatically expire.

 

In November and December 2023, all of the CPNotes were converted into eGlass shares, except for US$600,000 of CPNotes which were converted into 240,000 shares in the Company at a conversion price of US$2.50 per share.

 

Note (ii)

In November 2023, the Company issued a US$15 million convertible promissory note (“Note”). The Note is redeemable in 2 years and has an interest rate of 12% per annum. The holder of the Note has the right to convert the principal amount to shares in the Company at a fixed conversion price of US$1.42 per share, subject to adjustment, over the term of the Note. The holder of the Note cannot convert the shares in the Company if such conversion would take the noteholder over 19.99% shareholding in the Company. At the date of this report, there was no conversion of the Note.

 

 

21.

ISSUED CAPITAL

 

(a)

Share capital

 

Company
		June 30,				December 31,
		2024				2023
		Number of shares		US$		Number of shares		US$
Ordinary Shares fully paid		3,431,434		69,030,351		3,410,434		68,977,851

 

(b)

Movements in share capital

 

		Number of Shares		US$
December 31, 2023 and January 1, 2024		3,410,434		68,977,851
Issuance of shares for cash		21,000		52,500
June 30, 2024		3,431,434		69,030,351

 

There is only one class of share on issue being ordinary fully paid shares. Holders of ordinary shares are treated equally in all respects regarding voting rights and with respect to the participation in dividends and in the distribution of surplus assets upon a winding up. The fully paid ordinary shares have no par value.

  

(c)

Options on issue

 

There were no share options issued and outstanding during and at the end of the financial period.

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 17 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

21.	ISSUED CAPITAL (Continued)

 

(d)       Convertible note

 

On October 24, 2023, the Company entered into convertible note purchase agreements with Nextglass Solutions, Inc raising a total of US$15 million by the issuance of US$15 million convertible notes (“NSI Note”). The Company received the proceeds through our solicitor firm. The NSI Note bears interest at 12% per annum maturing 2 years from the date of issuance of the NSI Note. The holder of the NSI Note has the right to convert the principal amount to shares in the Company at a fixed conversion price of US$1.42 per share, subject to adjustment, over the term of the NSI Note. Under the NSI Note, the holder of the NSI Note cannot convert the shares in the Company if such conversion would take the noteholder over 19.99% shareholding in the Company. At the date of this report none of the NSI Notes have been converted or redeemed.

 

Subsequent to the period end to the date of this report, the details of convertible notes movement are as below:

 

On July 17, 2024, the Company entered into a Convertible Note and Warrants Purchase Agreement for Montague Capital Pty Ltd to raise US$350,000 for working capital. The Note is interest bearing at 6% per annum and maturing in two years from the date issuance of the Note. The holder of the Notes has the right to convert the principal into ordinary shares of the Company at a conversion price of US$1.25 per share over the term of the Note. Furthermore, there is a conversion limitation such that no conversion can be effected if after such conversion Montague would own more than 19.99% equity interest in the Company.

 

In addition, the noteholder shall receive a warrant representing 150% of the amount of the Note, raising an additional US$525,000 if all the warrants are exercised. The warrants are for a term of 2 years from the date of the convertible notes and can be exercised at US$1.30 for each share. Under the warrant agreement, the warrant holder cannot exercise the warrant to subscribe for shares in the Company if such exercise would take the warrant holder over 19.99% shareholding in the Company.

 

(e)       Warrants

 

On January 3, 2022 in connection with the sale of the convertible note, the Company issued to the noteholders warrants to purchase up to 2,139,032 shares (pre share consolidation) raising an additional US$8 million if all the warrants are exercised. The warrants are for a term of 2 years from the date of the convertible notes and can be exercised at US$3.74 per share (pre share consolidation) for each share. Under the warrant agreement, the warrant holder cannot exercise the warrant to subscribe for shares in the Company if such exercise would take the warrant holder over 4.99% shareholding in the Company. In January 2024, none of these warrants were exercised and all these warrants expired.

 

In connection with the private placements in August and September 2022, the Company issued to the shareholders warrants to purchase a total of 2,539,682 shares (pre share consolidation) raising an additional US$3.2 million, if all the warrants are exercised. The warrants are for a term of 2 years from the date of the Agreement and can be exercised at US$1.26 per share (pre share consolidation) for each share. Under the warrant agreement, the warrant holder cannot exercise the warrant to subscribe for shares in the Company if such exercise would take the warrant holder over 4.99% shareholding in the Company. In September 2024, none of these warrants were exercised and all these warrants expired.

 

Subsequent to the period end to the date of this report, the details of warrants movement are as below:

 

On July 17, 2024 in connection with the Convertible Note and Warrants Purchase Agreement, the Company issued to the noteholder warrants to purchases a total of 403,846 shares raising an additional US$525,000. If all the warrants are exercised. The warrants are for a term of 2 years from the date of the convertible notes and can be exercised at US$1.30 for each share. Under the warrant agreement, the warrant holder cannot exercise the warrant to subscribe for shares in the Company if such exercise would take the warrant holder over 19.99% shareholding in the Company. At the date of this report, none of these warrants were exercised.

 

22.

COMMITMENTS

 

Non-cancellable operating leases

 

		Group
		June 30, 2024		December 31, 2023
		US$		US$
Within one year		4,242		10,698

 

23.

RESERVES

 

Other reserves represent reserve on the capital injection by non-controlling interest.

 

24.

CONTROLLED ENTITIES

 

As at June 30, 2024, the significant entities controlled by the Company are as follows:

 

		Country of Incorporation		Percentage Owned
				June 30, 2024		December 31, 2023
Parent Entity:
Integrated Media Technology Limited		Australia
Subsidiaries of Integrated Media Technology Limited:
CIMC Marketing Pty. Limited		Australia		100% (Direct)		100% (Direct)
IMTE Asia Limited		Hong Kong		100% (Direct)		100% (Direct)
IMTE Malaysia Limited		Malaysia		100% (Direct)		100% (Direct)
Itana Holdings Limited		Canada		100% (Direct)		100% (Direct)
Merit Stone Limited		British Virgin Islands		100% (Direct)		100% (Direct)
Ohho International Limited		Canada		51% (Direct)		51% (Direct)
Ouction Digital Limited		Canada		60% (Direct)		60% (Indirect)
World Integrated Supply Ecosystem Sdn. Bhd.		Malaysia		60% (Indirect)		60% (Indirect)
Itana Energy Pty Ltd		Australia		100% (Indirect)		100% (Indirect)
Admiral Energy (Australia) Pty Ltd		Australia		50% (Indirect)		50% (Indirect)

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 18 of 19

 

INTEGRATED MEDIA TECHNOLOGY LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

25.

RELATED PARTY TRANSACTIONS

 

The total remuneration paid or payable to the directors and senior management of the Group during the period are as follows:

 

		Group
		Period Ended June 30 2024		Period Ended June 30 2023
		US$		US$
Short term benefits		114,666		226,569

 

26.

CASH FLOW INFORMATION

 

		Group
		Period Ended June 30 2024		Period Ended June 30 2023
		US$		US$
CASH FLOWS FROM CHANGES IN WORKING CAPITAL
(Increase) / decrease in assets:
Other assets		-		29,579
Inventories		22,099		162,241
Trade receivables		(43,732)		(256,717)
Other receivables		(295,476)		701,734
Amount due from an associate		-		(88,313)
Amount due from former group companies		-		91,119
Increase in liabilities:
Trade and other liabilities		81,334		28,172
NET CASH FLOWS FROM CHANGES IN WORKING CAPITAL		(235,775)		667,815

 

27.

EVENTS OCCURRING AFTER THE REPORTING DATE

 

Save as disclosed below, there is no other matter or circumstance arisen since June 30, 2024, which has significantly affected, or may significantly affect the operation of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial years.

 

(a)

On July 22, 2024, the Company issued a $350,000 convertible notes (“2407 Note”). The 2407 Note bears interest at 6% per annum maturing in 2 years from the date of issuance of the 2407 Note. The holder of the 2407 Note has the right to convert the principal amount to shares in the Company at a fixed conversion price of $1.25 per share, subject to adjustment, over the term of the 2407 Note. The holder of the 2407 Note cannot convert the shares in the Company if such conversion would take the noteholder over 19.99% shareholding in the Company. In addition, the noteholder also received a warrant representing 150% of the amount of the 2407 Note, raising an additional $525,000 if all the warrants are exercised. The warrants are for a term of 2 years from the date of the 2407 Note and can be exercised at $1.30 for each share. Under the warrant agreement, the warrant holder cannot exercise the warrant to subscribe for shares in the Company if such exercise would take the warrant holder over 19.99% shareholding in the Company. The use of the proceeds from this fund raise was for working capital. As at the date of this report none of the 2407 Note were converted and none of the warrants were exercised.

 

(b)

On July 26, 2024, the Group entered into an Exclusive Distribution Agreement for the distributing and sale of the smartglass products used in or installed in the Prefabrication Home Market. The distributor would maintain the exclusive distribution by achieving certain annual sales. The agreement if for 3 years with a renewal for 5 years under certain conditions.

 

 

Integrated Media Technology Limited | Interim Report | June 30, 2024	Page 19 of 19

 

 

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