6-K

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 September 27, 2022

Commission File Number 001-38018

 

Integrated Media Technology Limited

(Exact Name as Specified in its Charter)

N/A

(Translation of Registrant’s Name)

Level 7, 420 King William 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):  ☐

OTHER EVENTS

INTRODUCTION TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma financial information in Exhibit 99.1 was prepared in conformity with Article 11 of Regulation S-X. The unaudited pro forma consolidated financial information of Integrated Media Technology Limited’s (“IMTE” or “Company”) give effect to the deemed disposal of Greifenberg Digital Limited and its subsidiaries, the disposal of eGlass Technologies Ltd and its subsidiaries and the disposal of Grand Dynasty Limited and its subsidiary. (collectively “Dispositions”).

The description of the Dispositions is as follows:

1. Deemed Disposal of Greifenberg Digital Limited and its subsidiaries (“Greifenberg”)

On February 15, 2022, IMTE shareholding in the equity of Greifenberg was reduced from 40.75% to 23.96% as a result of investors subscripting for shares in Greifenberg (“Greifenberg Deemed Disposal”). Greifenberg is engaged in analytic financial research services.

IMTE’s unaudited pro forma consolidated financial information giving effect to the Greifenberg Deemed Disposal and related transactions is attached as Exhibit 99.1.

2. Disposal of eGlass Technologies Ltd and its subsidiary (“eGlass”)

As reported under cover of Form 6-K on July 12, 2022, IMTE entered into the Sales and Purchase Agreement (“SP Agreement”) with Capital Stone Holdings Limited (“Purchaser”), pursuant to which the Company agreed to sell to the Purchaser 100% of its equity interest in eGlass Technologies Ltd (“eGlass”), a wholly-owned subsidiary of the Company that held all the assets of our switchable glass business in China (the “eGlass Disposal”) for US$6.8 million (“Consideration”).

The Purchaser agreed to pay the Consideration by issuing to IMTE a debt instrument (“Loan”), which bears interests of 5% per annum, is repayable in 2 years and is 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 SP Agreement, the Purchaser has the right to pay the Loan by giving IMTE 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 IMTE 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.

This eGlass Disposal was completed in September 2022 and as a result IMTE no longer has any operation in China and very little operation in Hong Kong where it will focus on transferring/disposing all of its operation out Hong Kong before the end of the year.

The IMTE’s unaudited pro forma consolidated financial information giving effect to the Disposal and related transactions is attached as Exhibit 99.1.

3. Disposal of Grand Dynasty Limited and its subsidiary (“Grand Dynasty”)

On July 25, 2022, IMTE entered into a sales and purchase agreement with an independent third party to sell 100% of its interest in Grand Dynasty (the “GD Disposal”) for consideration of HK$1.00 or US$0.13.

Grand Dynasty and its subsidiary have no assets and have not commenced any operation since their inception in 2021.

IMTE’s unaudited pro forma consolidated financial information giving effect to the GD Disposal and related transactions is attached as Exhibit 99.1.

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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: September 27, 2022

Integrated Media Technology Limited
By:	/s/ Xiaodong Zhang
Name:	Xiaodong Zhang
Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Unaudited pro forma consolidated financial information

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EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Basis of Presentation

The following unaudited pro forma consolidated financial statements were derived from the historical financial statements of Integrated Media Technology Limited (“IMTE”) as at and for the year ended December 31, 2021 which were prepared in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board.

The unaudited pro forma consolidated financial statements for the year ended December 31, 2021 assumes the following disposals had occurred on January 1, 2021:

(i) 100% equity interests in eGlass Technologies Ltd and its subsidiaries (“eGlass”);

(ii) 100% equity interests in Grand Dynasty Limited and its subsidiary (“Grand Dynasty”); and

(iii) the deemed disposal of the Company’s equity interest due to a decrease from 40.75% to 23.96%, in Greifenberg Digital Limited and its subsidiaries (“Greifenberg”) (collectively the “Dispositions”).

The unaudited pro forma consolidated financial statements are provided for illustrative purposes only and do not reflect what IMTE’s results of operations or financial position would have been had the Dispositions been completed on the dates assumed and are not necessarily indicative of IMTE’s future results of operations or financial position.

The following unaudited pro forma consolidated financial statements and the accompanying notes to the unaudited pro forma consolidated financial statements should be read in conjunction with the historical consolidated financial statements of IMTE on Form 20 filed with the SEC on April 28, 2022.

INTEGRATED MEDIA TECHNOLOGY LIMITED

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT DECEMBER 31, 2021

	IMTE			Greifenberg			eGlass			Grand Dynasty			Note		Pro forma adjustments		Unaudited Pro Forma
	A$			A$			A$			A$					A$		A$
	(Note 1)			(Note 2)			(Note 3)			(Note 4)
ASSETS
CURRENT ASSETS
Cash and bank balances		274,767			(148,672	)		(123,948	)		-					1		2,148
Trade and other receivables		486,121			-			(24,773	)		-					-		461,348
Right-of-use assets		513,942			-			(369,632	)		-					-		144,310
Other assets		2,006,636			-			(167,313	)		-					-		1,839,323
Total current assets		3,281,466			(148,672	)		(685,666	)		-					1		2,447,129
NON-CURRENT ASSETS
Plant and equipment, net		6,441,734			-			(2,301,752	)		-					-		4,139,982
Other assets - equipment deposits		11,459,195			-			(11,459,195	)		-					-		-
Financial asset at fair value through other comprehensive income		562,500			-			-			-					-		562,500
Intangible assets and goodwill		1,900,589			(1,900,589	)		-			-					-		-
Right-of-use assets		1,444,927			-			(1,444,927	)		-					-		-
Loan receivables		-			-			-			-			5		10,101,944		10,101,944
Investment in associate		-			-			-			-			6		207,326		207,326
Total non-current assets		21,808,945			(1,900,589	)		(15,205,874	)		-					10,309,270		15,011,752
TOTAL ASSETS		25,090,411			(2,049,261	)		(15,891,540	)		-					10,309,271		17,458,881
LIABILITIES
CURRENT LIABILITIES
Trade and other liabilities		2,424,717			(808,980	)		(359,676	)		-					-		1,256,061
Amounts due to related companies		247,406			-			-			-					-		247,406
Lease liabilities		425,567			-			(248,954	)		-					-		176,613
Derivative financial instruments		2,321,003			-			-			-					-		2,321,003
Convertible promissory notes		4,311,416			-			-			-					-		4,311,416
Total current liabilities		9,730,109			(808,980	)		(608,630	)		-					-		8,312,499
NON-CURRENT LIABILITIES
Lease liabilities		1,403,932			-			(1,403,932	)		-					-		-
		1,403,932			-			(1,403,932	)		-					-		-
TOTAL LIABILITIES		11,134,041			(808,980	)		(2,012,562	)		-					-		8,312,499
NET CURRENT (LIABILITIES)/ASSETS		(6,448,643	)		660,308			(77,036	)		-					1		(5,865,370	)
NET ASSETS		13,956,370			(1,240,281	)		(13,878,978	)		-					10,309,271		9,146,382
CAPITAL AND RESERVES
Issued capital		48,144,406			-			-			-					-		48,144,406
Foreign currency translation reserves		762,348			(38,949	)		252,397			2					-		975,798
Other reserves		62,500			-			-			-			7		701,400		763,900
Accumulated losses		(37,169,358	)		(457,440	)		(14,131,375	)		(2	)		8		9,607,871		(42,150,304	)
Equity attributable to equity shareholders of Integrated Media Technology Limited		11,799,896			(496,389	)		(13,878,978	)		-					10,309,271		7,733,800
Non-controlling interests		2,156,474			(743,892	)		-			-					-		1,412,582
TOTAL EQUITY		13,956,370			(1,240,281	)		(13,878,978	)		-					10,309,271		9,146,382
Ordinary shares issued		9,329,420

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INTEGRATED MEDIA TECHNOLOGY LIMITED

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2021

	IMTE			Greifenberg			eGlass			Grand Dynasty		Note	Pro forma adjustments			Unaudited Pro Forma
	A$			A$			A$			A$			A$			A$
	(Note 1)			(Note 2)			(Note 3)			(Note 4)
Revenue, net		193,113			-			(6,846	)		-			-			186,267
Interest income		18,864			(4	)		-			-			-			18,860
		211,977			(4	)		(6,846	)		-			-			205,127
(Loss)/ gain on fair value change in derivative financial instruments		(842,463	)		-			-			-			-			(842,463	)
Other income		335,807			-			-			-			-			335,807
		(294,679	)		(4	)		(6,846	)		-			-			(301,529	)
EXPENSES
Cost of sales		(149,447	)		-			-			-			-			(149,447	)
Employee benefit expenses		(1,613,922	)		10,925			659,008			-			-			(943,989	)
Depreciation and amortisation expenses		(1,326,811	)		-			26,889			-			-			(1,299,922	)
Professional and consulting expenses		(2,376,038	)		307,700			1,183,869			458			-			(884,011	)
Travel and accommodation expenses		(91,385	)		10,633			66,727			-			-			(14,025	)
Other expenses and supplies		(142,482	)		49			49,070			44			-			(93,319	)
Rental costs		(116,406	)		-			33,654			-			-			(82,752	)
Other operating expenses		(378,500	)		77,939			42,915			458			-			(257,188	)
Finance costs		(2,000,952	)		-			60,448			-			-			(1,940,504	)
Reversal/ (Provision) of allowance for inventory obsolescence		9,439			-			-			-			-			9,439
Provision for bad debts		(14,390	)		-			-			-			-			(14,390	)
Gain/ (loss) on disposal of subsidiaries		1,998,269			-			-			-			(512,218	)		1,486,051
Share of loss in associate		-			-			-			-			(86,664	)		(86,664	)
Exchange loss		(88,322	)		(11,616	)		43,227			-			-			(56,711	)
Total expenses		(6,290,947	)		395,630			2,165,807			960			(598,882	)		(4,327,432	)
Loss before income tax		(6,585,626	)		395,626			2,158,961			960			(598,882	)		(4,628,961	)
Income tax (expense)/credit		-			-			-						-			-
Loss for the year		(6,585,626	)		395,626			2,158,961			960			(598,882	)		(4,628,961	)
Other comprehensive income
Items that may be re-classified subsequently to profit or loss:
Fair value through other comprehensive income		62,500			-			-			-			-			62,500
Foreign currency translation		158,547			(36,080	)		225,833			2			-			348,302
Other comprehensive income for the year, net of tax		221,047			(36,080	)		225,833			2			-			410,802
Total comprehensive loss for the year		(6,364,579	)		359,546			2,384,794			962			(598,882	)		(4,218,159	)
Loss for the year attributable to:
Owners of the Company		(5,771,510	)		159,459			2,158,961			960			(598,882	)		(4,051,012	)
Non-controlling interests		(814,116	)		236,167			-			-			-			(577,949	)
		(6,585,626	)		395,626			2,158,961			960			(598,882	)		(4,628,961	)
Total comprehensive loss for the year attributable to:
Owners of the Company		(5,830,540	)		127,248			2,384,794			962			(598,882	)		(3,916,418	)
Non-controlling interests		(534,039	)		232,298			-			-			-			(301,741	)
		(6,364,579	)		359,546			2,384,794			962			(598,882	)		(4,218,159	)
Loss per share
- Basic and Diluted		(0.70	)														(0.49	)

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Note

1. The balances represent the amounts in IMTE’s audited consolidated accounts as at December 31, 2021.

2. The balances represent the amounts in Greifenberg’s unaudited accounts as at as at December 31, 2021.

3. The balances represent the amounts in eGlass’s unaudited accounts as at December 31, 2021.

4. The balances represent the amounts in Grand Dynasty’s unaudited accounts as at December 31, 2021.

5. The loan receivable of US$6,800,000 (equivalent to A$10,101,944) represents the sales proceeds for the disposal of eGlass by IMTE.

6. The investment in associated company of A$201,326 represents the value of the Company’s investment in Greifenberg after the Deemed Disposal in Greifenberg from 40.75% to 23.96%. Accordingly, the investment in Greifenberg was accounted for on an equity basis rather than consolidated basis immediately after the Deemed Disposal. Greifenberg was previously consolidated on our balance sheet when we owned a 40.75% interest because IMTE had effective control over Greifenberg.

7. The amount of other reserve of A$701,400 represents the original investment cost in Greifenberg, which was adjusted as a result of the reduction interest of IMTE in Greifenberg from 40.75% to 23.96%.

8. The amounts represent the adjustments to accumulated losses resulting from the Disposals. The reconciliation of the proforma accumulated losses for the year ended December 31, 2021 is as follow:

	IMTE			Greifenberg			eGlass			Grand Dynasty			Pro forma adjustments			Unaudited pro forma
	2021			2021			2021			2021			2021			2021
	A$			A$			A$			A$			A$			A$
Accumulated losses – beginning of year		(34,102,300	)		-			3,349,089			-			10,206,753			(20,546,458	)
Adjustment - current a/c & equity		-			(616,899	)		(19,639,425	)		(962	)		-			(20,257,286	)
Accumulated losses - equity movement		2,704,452			-			-			-			-			2,704,452
Loss for the year - 2021		(5,771,510	)		159,459			2,158,961			960			(598,882	)		(4,051,012	)
Accumulated losses – end of year		(37,169,358	)		(457,440	)		(14,131,375	)		(2	)		9,607,871			(42,150,304	)

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