Integrated Media Technology Ltd 6-K, filed Dec 30, 2024
Integrated Media Technology Ltd (IMTE)
About this 6-K
Integrated Media Technology Ltd filed this 6-K on December 30, 2024.
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 | |
1
EXHIBIT INDEX
Exhibit |
Description of Exhibit | |
| 99.1 | Interim Report - For the Six Months Ended June 30, 2024 |
2
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.
3
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$163,585). The decrease was mainly due to the net gain on the value of warrants and the derivative financial instruments in the prior year.
Please refer to Exhibit 99.1 for full text of our Interim Report for the six months ended June 30, 2024.
About Integrated Media Technology Limited ("IMTE")
IMTE is an Australian company engaged in the business of manufacture and sale of nano coated plates for filters, the manufacture of electronic glass, Halal certification and distribution of Halal products and the operating of an online exchange platform for trading in digital assets and the trading of new energy product. For more information, please visit www.imtechltd.com.
Investor Relations Contact:
Email: corporate@imtechltd.com
4
INTEGRATED MEDIA TECHNOLOGY LIMITED
ACN 132 653 948
Interim Report
June 30, 2024
Contents
| Pages | |
| Unaudited Condensed Consolidated Statements of Profit or Loss | 1 |
| Unaudited Condensed Consolidated Statements of Financial Position | 2 |
| Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity | 3 |
| Unaudited Condensed Consolidated Statements of Cash Flows | 4 |
| Notes to the Unaudited Condensed Consolidated Financial Statements | 5-19 |
 | |
| Integrated Media Technology Limited | Interim Report | June 30, 2024 | Page i |
INTEGRATED MEDIA TECHNOLOGY LIMITED
UNAUDITED Condensed Consolidated StatementS of PROFIT OR LOSS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023
| Group | ||||||||
| June 30 | June 30 | |||||||
| 2024 | 2023 | |||||||
| Notes | US$ | 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.
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| 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.
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| 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.
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| 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.
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| 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 2024 |
Period Ended 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. |
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| Integrated Media Technology Limited | Interim Report | June 30, 2024 | Page 19 of 19 |