Integrated Media Technology Ltd 6-K/A, filed Feb 12, 2020

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K/A

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REPORT OF FOREIGN PRIVATE ISSUER

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

SECURITIES EXCHANGE ACT OF 1934

Dated February 11, 2020

Commission File Number 001-38018

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Integrated Media Technology Limited

(Exact Nameas Specified in its Charter)

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N/A

(Translationof Registrant's Name)

Level 7, 420King William Street

Adelaide SA5000

(Address ofprincipal executive office)

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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):   ☐

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EXPLANATORY NOTE

This Amendment No. 1 to Form 6-K (this "Form 6-K/A") is an amendment to the Form 6-K filed by Integrated Media Technology Limited (the "Company") on January 21, 2020 (the "Original Form 6-K"). The Company is filing this Form 6-K/A to amend and supplement the disclosure contained in the Original Form 6-K to provide more information concerning the transactions described therein and to reflect the execution of a supplement agreement to the Purchase Agreement as defined below.

As reported in Form 6-K on January 3, 2020, the Company was short of the required funds to repay certain convertible bonds (the "Convertible Bonds") with principal and accrued interest amounting to HK$23,000,000 (equivalent to approximately US$3.0 million). On January 15, 2020, the Company reached an agreement with the bondholder to repay the Convertible Bonds on the following schedule: i) HK$13 million (or about US$1.7 million) to be paid on January 17, 2020 and ii) the remaining HK$10 million (or about US$1.3 million) to be paid in equal monthly installments over the next four months from February to May, 2020. Furthermore, the parties agreed to increase the interest rate to 15% per annum on the outstanding amount from the date of the maturity of the Convertible Bond on January 3, 2020.

On January 20, 2020, the Company entered into a convertible note purchase agreement (the "Purchase Agreement") with CIMB Limited, an independent third party. Pursuant to the Purchase Agreement, CIMB will loan HK$14 million (about US$1.8 million) under a convertible promissory note (the "Note") with a coupon rate of 10% per annum, maturing in two years from the date of the Purchase Agreement. Interest is payable in cash on a quarterly basis, with the first payment due by March 31, 2020. The Company, at its sole option, may pay interest in ordinary shares based on 75% of the average of the closing prices of its ordinary shares for the five trading days prior to each end-of-quarter interest due date. The holder of the Note has the right to convert the principal and accrued interest to ordinary shares of the Company at a conversion price of US$5.00 per share over the term of the Note. The conversion price is subject to downward adjustment if the Company sells ordinary shares below the conversion price within 12 months after the date of the Purchase Agreement. Both the Company and the holder may request prepayment of the Note at any time without penalty after the Company receives financing of a minimum of US$4 million. The holder of the Note is also entitled to piggyback registration rights.

On February 11, 2020, the Company and the holder of the Note entered into a supplement agreement to the Note Purchase Agreement to limit the total number of ordinary shares of the Company issuable upon conversion of the Note to no more than 19.99% of the total issued and outstanding ordinary shares of the Company as of the date of Purchase Agreement. The supplement agreement further provides that the conversion price shall, in no event, be less than $1.50 per share, subject to regulatory or shareholder approval.

The Note was sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Copies of the Note and the Purchase Agreement were filed as exhibits to the Original Form 6-K and a copy of the supplement agreement is filed as Exhibit 10.1 to this Form 6-K/A. The foregoing summary of the terms of the Note, the Purchase Agreement and the supplement agreement is subject to, and qualified in its entirety by, the Note, the Purchase Agreement and the supplement agreement, which were incorporated herein by reference.

Financial Statements and Exhibits

Exhibit No.		Description
4.1		Form of Convertible Promissory Note
10.1		Supplement Agreement of Convertible Note Purchase Agreement between Integrated Media Technology Limited and CIMB Limited dated February 11, 2020
10.2^*^		Convertible Note Purchase Agreement between Integrated Media Technology Limited and CIMB Limited dated January 20, 2020

^*^   incorporated by reference to the exhibits filed in the Original Form 6K filed on January 21, 2020

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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: February 12, 2020

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

Exhibit | Integrated Media Technology Limited

Exhibit 4.1

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CONVERTIBLEPROMISSORY NOTE

Integrated Media Technology Limited

10% Convertible Promissory Note

Investment is defined as HK$14,000,000 or US$1,799,486

Maturity Date: January 19, 2022

THIS CONVETIBLE PROMISSORY NOTE AND ANY SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVETIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

This Note is being delivered pursuant to that certain Convertible Note Purchase Agreement, dated as of January 20, 2020, between the Purchaser and the Company (the "Agreement"). All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.

FOR VALUE RECEIVED, the Company hereby promises to pay to Purchaser, the Investment as defined in the Convertible Note Purchase Agreement, or such lesser amount as may then be outstanding, together with accrued but unpaid interest thereon, on January 19, 2022 ("Maturity Date"). Interest on the outstanding Investment shall be at a rate of 10.0% per annum ("Interest"). If all or a portion of the Investment and/or Interest shall not be paid when due at maturity, the Company hereby promises to pay, on demand, interest on such overdue amount from and including the due date to, but excluding, the date such amount is paid in full at 12% per annum (and until the date such overdue amount is paid in full, "Interest" on such overdue amount shall mean interest at such rate).

1.	Conversion.

Subject to the terms herein, Purchaser has the right at any time prior to the Maturity Date to convert the Investment, in part or in full, or such lesser amount as may then be outstanding, together with accrued but unpaid Interest thereon, into restricted Ordinary Shares of the Company by surrendering this Note to the Company, together with an executed Notice of Conversion substantially in the form attached hereto as Exhibit B. Upon receipt of such Notice of Conversion, the Company shall deliver to the Purchaser within a reasonable time, without payment by the Purchaser of any cash or other consideration, that number of Ordinary Shares computed using the following formula:

X = Y/B

Where:	X<br> = the number of Ordinary Shares to be issued to the Purchaser<br><br><br>Y<br>= Investment or such lesser amount as may then be outstanding, together with accrued but unpaid Interest thereon - or such part<br>of the Investment being converted.<br><br><br>B<br>= $5.00.
1.1	Conversion Limitations.
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	Notwithstanding anything contained herein to the contrary, the Purchaser shall not be entitled to convert pursuant to the terms of this Convertible Promissory Note an amount that would be convertible into that number of conversion shares which in the aggregate would exceed 19.99% of the issued and outstanding Ordinary Shares as of the date of the Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like). For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder.
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2.	Payment.
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(a)	Payment<br> of the Investment and any accrued Interest on the Maturity Date shall be made by certified<br> or bank cashier's check payable to the Purchaser, or by bank wire transfer, in immediately<br> available funds, to the account so specified, in lawful money of the United States of<br> America. If the Maturity Date occurs on a date that is not a Business Day then the Investment<br> or Interest then due shall be paid on the next succeeding Business Day. "Business<br> Day" shall mean any day other than Saturday, Sunday or any day upon which banks<br> are authorized or required to be closed.
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(b)	Prepayment.<br> The Company may prepay and the holder may request prepayment of this Note at any time<br> subsequent to the Company receiving investment financing of a minimum of US$4 million,<br> without premium or penalty, in whole or in part, with accrued interest to the date of<br> such payment on the amount prepaid. Prior to utilizing this prepayment option, the Company<br> must give Purchaser 10 days written notice in order for Purchaser to have the option<br> to convert the Note prior to prepayment.
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(c)	Interest.<br> Interest shall be paid to the Purchaser in cash, or in stock pursuant to Section 2(d)<br> below, on a quarterly basis (with the first quarter ending on March 31, 2020) for the<br> term of the Note.
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(d)	Stock<br> Payment for Interest. At the Company's option, the Interest may be paid in restricted<br> Ordinary Shares at a valuation per share of 75% of the average of the closing prices<br> of IMTE, as reported on the Nasdaq.com, for the five (5) trading days prior to each Interest<br> due date (quarter end). Any stock issued pursuant to this Section will have the piggyback<br> registration rights according to Section 4 herein.
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3.	Default<br> and Remedies.
(a)	If<br> any of the following events or conditions (each an "Event of Default") shall<br> occur and be continuing:
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(i)	The<br> Company shall fail to pay the Investment and any Interest due (or any lesser amount due)<br> 30 days subsequent to the Maturity Date;
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(ii)	an<br> involuntary proceeding shall be commenced or an involuntary petition shall be filed in<br> a court of competent jurisdiction (A) the appointment of a receiver, trustee, custodian,<br> sequestrator, conservator or similar official for the Company or for a substantial part<br> of the properties or assets of the Company or (B) the winding-up, liquidation or dissolution<br> of the Company; and such proceeding or petition shall continue undismissed for 90 days<br> or an order or decree approving or ordering any of the foregoing shall be entered; or
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(iii)	The<br> Company shall fail to pay any quarterly Interest due 30 days subsequent to the due date<br> (quarter end).
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(iv)	the<br> Company (A) consents to, or fails to contest in a timely and appropriate manner, the<br> commencement against of any proceeding or the filing of any petition described in clause<br> (ii) above, (B) applies for or consents to the appointment of a receiver, trustee, custodian,<br> sequestrator, conservator or similar official for the Company or for a substantial part<br> of the properties or assets of the Company, (C) files an answer admitting the material<br> allegations of a petition filed against it in any such proceeding, (D) makes a general<br> assignment for the benefit of creditors, (E) becomes unable, admits in writing its inability<br> or fails generally to pay its debts as they become due or (F) takes any action for the<br> purpose of effecting any of the foregoing; then, (x) in the case of an Event of Default<br> specified in clause (a)(i) or (iii) above, the Purchaser may, at any time during the<br> continuance of such Event of Default, by written notice to the Company, declare the entire<br> outstanding Investment, together with all accrued and unpaid Interest, to be due and<br> payable and (y) in the case of an Event of Default specified in clauses (a)(iv) or (v)<br> above, the entire outstanding Investment, together with all accrued and unpaid Interest,<br> shall automatically forthwith become due and payable without presentment, protest or<br> notice of any kind, all of which are hereby expressly waived by the Company.
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(iv)	The<br> Company shall fail to pay any quarterly Interest due 30 days subsequent to the due date<br> (quarter end).
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(b)	Subject<br> to the other terms of this Note, if an Event of Default occurs and is continuing, the<br> Purchaser may pursue any available remedy to collect the payment of the Investment or<br> Interest or to enforce the performance of any provision of this Note. If an Event of<br> Default occurs and is continuing, the Purchaser may proceed to protect and enforce its<br> rights by any action at law, suit in equity or other appropriate proceeding. In the case<br> of a default in the payment of the Investment or Interest, the Company will pay to the<br> Purchaser such further amount as shall be sufficient to cover the costs and expenses<br> of collection, including, without limitation, reasonable attorneys' fees, expenses and<br> disbursements.
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(c)	Default<br> Interest. If an Event of Default occurs, the Interest will increase to 12% per annum<br> subsequent to the date of Event of Default.
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4.	Piggy-Back<br> Registration Rights and Active Registration Statements. (a) If the Company shall file<br> a registration statement with the SEC ("Company Registration"), except for<br> a Company Registration on Form S-4 or S-8, subsequent to the Effective Date, the Company<br> shall include the Shares underlying the Note ("Registrable Shares"). The Company<br> shall use its reasonable efforts to cause all Registrable Shares attributable to the<br> Purchaser to be included in the Company Registration and any related offering, all to<br> the extent requisite to permit the sale by the Purchaser of such Registrable Shares in<br> accordance with the method of sale applicable to the other Ordinary Shares included in<br> the Company Registration. (b) The Company shall issue the Shares underlying this Note<br> under the Company's Registration Statement on Form F-3, if available.
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5.	Notices
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All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent to:

If to the Company to:

Integrated Media Technology Limited

7/F Siu On Center

188 Lockhart Road

Wanchai, Hong Kong

Attention: Chief Executive Officer

Facsimile: (852)

If to the Purchaser to:

As written on signatory page of the Agreement

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6.	Miscellaneous.

This Note shall be construed and enforced in accordance with the laws of the South Australia, without regard to its conflicts of laws rules. The Company waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default and enforcement of this Note. The Company hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of South Australia in any action or proceeding arising out of or relating to this Note, or for recognition or enforcement of any judgment, and the Company hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such South Australia court (or, to the extent permitted by law, in such federal court). The Company agrees that a final, unappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Note shall affect any right that the Purchaser may otherwise have to bring any action or proceeding relating to this Note against the Company or its properties in the courts of any jurisdiction.

If any provision of this Note shall be held invalid or unenforceable by any court of competent jurisdiction, that holding shall not invalidate or render unenforceable any other provision hereof.

This Note may not be changed, amended or modified except by agreement in writing signed by the Company and the Purchaser.

IN WITNESS WHEREOF, the Company has caused this Note to be signed on its behalf, in its corporate name, by its duly authorized officer as an instrument under seal, as of February 11, 2020.

Integrated Media Technology Limited

/s/ Con Unerkov

______________________________

Con Unerkov

Chief Executive Officer

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EXHIBITB

NOTICEOF CONVERSION OF NOTE

TO: Integrated Media Technology Limited

1.	The<br> undersigned hereby elects to receive __________ Ordinary Shares of Integrated Media Technology<br> Limited, pursuant to the terms of the attached Note.
2.	Conversion.<br> The undersigned elects to convert the attached Note with Interest by means of the conversion<br> provision of Section 1 of the Note and tenders herewith payment in full for all applicable<br> transfer taxes, if any.
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3.	Please<br> issue a certificate or certificates representing said Ordinary Shares in the name of<br> the undersigned or in such other name as is specified below:
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_________________________________

(Name)

_________________________________

_________________________________

(Address)

4.	The<br> undersigned represents that the aforesaid Ordinary Shares are being acquired for the<br> account of the undersigned for investment and not with a view to, or for resale in connection<br> with, the distribution thereof and that the undersigned has no present intention of distributing<br> or reselling such shares.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Note.

_________________________________

Name of Purchaser

_________________________________

Signature of Authorized Signatory

_________________________________

Print Name and Title

_________________________________

Date

Exhibit | Integrated Media Technology Limited

Exhibit 10.1

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SUPPLEMENT AGREEMENT

This supplement agreement is made on this 11th day of February, 2020.

BETWEEN

1.	INTEGRATED MEDIA TECHNOLOGY LIMITED, a company incorporated in Australia and having its registered office at Level 7, 420 King William Street, Adelaide, 5000 Australia (the "Company"); and
2.	CIMB LIMITED, a company incorporated in Hong Kong and having its principal place of business at Suite 1814, 18/F, Fo Tan Industrial Center, 26-28 An Pui Wan Street, NT, Hong Kong ("Purchaser") on the following terms and conditions.
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WHEREAS

(a)	The Parties above have entered into a Convertible Note Purchase Agreement dated January 20, 2020 ("Agreement") wherein the Purchaser agreed to purchase from the Company a 10% convertible promissory note in the principal amount of HK$14,000,000 or about US$1,799,486 ("Investment") in the form and pursuant to the terms in the Agreement.
(b)	The Parties wishes to amend the terms of the Agreement to (i) set the floor price to any adjustment to the Conversion Price and (ii) to set conditions on the conversion such that the Purchaser shall not beneficially own 20% or more of the Ordinary Shares in the Company as set out in the terms and conditions of this supplement agreement.
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NOW IT IS HEREBY AGREED as follows:

	TERMS AND CONDITIONS
1.	Terms defined in the Agreement shall have the same meaning and construction when used in this agreement, except to the extent that the context requires otherwise.
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2.	The Parties agree that Clause 5(g) of the Agreement shall be replaced entirely by the following:
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"(g)	Future Securities Sales. For a period of 12 months after the Effective Date, if the Company sells Ordinary Shares at a price per share below the Conversion Price, the Conversion Price will adjust accordingly downward to the higher of the new lower sales price and US$1.50, subject to any regulatory or mandatory shareholder approval."
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3.	The Parties agree that a new Clause 1.1 shall be added to the Convertible Promissory Note in Exhibit A by the following:
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"(1.1)	Conversion Limitations.
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	Notwithstanding anything contained herein to the contrary, the Purchaser shall not be entitled to convert pursuant to the terms of this Convertible Promissory Note an amount that would be convertible into that number of conversion shares which in the aggregate would exceed 19.99% of the issued and outstanding Ordinary Shares as of the date of the Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like). For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and Regulation 13d-3 thereunder."
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4.	All other terms and conditions in the Agreement remain unchanged.
5.	This agreement shall be governed by and construed in accordance with the laws of South Australia.
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IN WITNESS WHEREOF this Agreement has been executed on the day and year first above written.

SIGNED by	)
for and on behalf of	)
INTEGRATED MEDIA TECHNOLOGY LIMITED	)	/s/ Con Unerkov
	)
	)
SIGNED by	)
for and on behalf of	)
CIMB LIMITED	)	/s/ Kwok Yuen Wei
	)
	)