Form S-8 Integrated Media Technol

As filed with the Securities and Exchange Commission on August 17, 2022

Registration No. [*]

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Integrated Media Technology Limited

(Exact name of registrant as specified in its charter)

 

Australia		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Level 7, 420 King William Street

Adelaide, SA 5000, Australia

Tel: +61 8 7324 6018

[email protected]

(Address of Principal Executive Offices) (Zip Code)

 

Integrated Media Technology Limited 2021 Employee Share Option Plan

(Full title of the plan) 

 

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711

(Name and address of agent for service)

 

302-738-6680

(Telephone number, including area code, of agent for service)

 

Copies to:

Ying Li, Esq.

Lisa Forcht, Esq.

Hunter Taubman Fischer & Li, LLC

48 Wall Street, Suite 1100
New York, NY 10005
212-530-2206 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

EXPLANATORY NOTE

 

This registration statement on Form S-8 (the “Registration Statement”) is being filed by Integrated Media Technology Limited (the “Registrant”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), in order to register 2,200,000 ordinary shares, no par value per share (the “Ordinary Shares”), issuable pursuant to the Integrated Media Technology Limited 2021 Employee Share Option Plan (the “2021 Plan”) adopted by the Board of Directors of the Registrant.

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.*

 

Item 2. Registrant Information and Employee Plan Annual Information.*

 

*

The documents containing the information specified in this Part I of Form S-8 (Plan Information and Registration Information and Employee Plan Annual Information) will be sent or given to recipients of the grants under the 2021 Plan as specified by the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 428(b)(1) of the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) of the Securities Act, and will include the address and telephone number to which the request is to be directed.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The Registrant is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, accordingly, files periodic reports and other information with the Commission. Reports and other information concerning the Registrant filed with the Commission may be inspected and copies may be obtained (at prescribed rates) at the Commission’s Public Reference Section, Room 1024, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The Commission also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including the Registrant. The address for the Commission’s website is “http://www.sec.gov.” The following documents are incorporated by reference in this Registration Statement:

 

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, initially filed with the Commission on April 28, 2022, as amended.

 

(b) The Registrant’s Current Reports on Form 6-K furnished to the Commission on May 2, 2020, May 6, 2022, June 2, 2022, June 6, 2022, June 9, 2022, July 12, 2022, August 1, 2022, and August 2, 2022, respectively; and

 

(c) The description of the Registrant’s Ordinary Shares contained in the registration statement on Form 8-A, filed with the SEC on July 21, 2017, and any amendment or report filed for the purpose of updating such description.

 

Except to the extent such information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act and, to the extent specifically designated therein, reports on Form 6-K furnished by the Registrant to the Commission, in each case, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under this Registration Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing or furnishing of such documents.

 

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Registration Statement, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

None.

 

Item 6. Indemnification of Directors and Officers.

 

 

Australian law. Australian law provides that a company or a related body corporate of the company may provide for indemnification of officers and directors, except to the extent of any of the following liabilities incurred as an officer or director of the company:

 

	●	a liability owed to the company or a related body corporate of the company;
	●	a liability for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA or 1317HB of the Australian Corporations Act 2001;
	●	a liability that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith; or
	●	legal costs incurred in defending an action for a liability incurred as an officer or director of the company if the costs are incurred:
	●	in defending or resisting proceedings in which the officer or director is found to have a liability for which they cannot be indemnified as set out above;
	●	in defending or resisting criminal proceedings in which the officer or director is found guilty;
	●	in defending or resisting proceedings brought by the Australian Securities & Investments Commission or a liquidator for a court order if the grounds for making the order are found by the court to have been established (except costs incurred in responding to actions taken by the Australian Securities & Investments Commission or a liquidator as part of an investigation before commencing proceedings for a court order); or
	●	in connection with proceedings for relief to the officer or a director under the Corporations Act, in which the court denies the relief.

 

Constitution. The Registrant’ Constitution provides, except to the extent prohibited by the law and the Corporations Act, for the indemnification of any current or former director, secretary or executive officer of the Registrant, or a subsidiary of the Registrant against every liability incurred by that person in such capacity, and for all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity, except where the Registrant is prohibited by statute to indemnify such person or where an indemnity would be made void by statute.

 

SEC Position. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

EXHIBIT INDEX

 

Exhibit		Description
4.1		Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to IMTE's Form 6-K/A filed on February 12, 2020)
5.1 *		Opinion of DMAW Lawyers Pty Ltd
23.1 *		Consent of Audit Alliance LLP, Independent Registered Public Accounting Firm
23.2 *		Consent of Ramirez Jimenez International, Independent Registered Public Accounting Firm
23.3 *		Consent of DMAW Lawyers Pty Ltd (included in Exhibit 5.1)
24.1 *		Power of Attorney (included on signature page hereof)
99.1*		Integrated Media Technology Limited 2021 Employee Share Option Plan
107*		Filing Fee Tables

 

*

Filed herewith.

 

 

Item 9. Undertakings

 

The undersigned registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales of the registered securities are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) to this section do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or are otherwise contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as of the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

 

 

(5)

That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(6)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

The undersigned registrant hereby undertakes that:

 

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

Signatures

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shenzhen, China, on August 17, 2022.

 

	Integrated Media Technology Limited
	By:	/s/ Xiaodong Zhang
		Xiaodong Zhang Chief Executive Officer, Chairman of the Board of Directors (Principal Executive Officer)

  

POWER OF ATTORNEY

 

Each person whose signature appears below hereby appoints Xiaodong Zhang and Jing Zhuo, and each of them severally, acting alone and without the other, his or her true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities of the Registration Statement that are filed pursuant to Rule 462 of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Zhongqing Yang		Director, Chairman of the Board of Directors		August 17, 2022
Name: Zhongqing Yang
/s/ Xiaodong Zhang		Chief Executive Officer, and Director		August 17, 2022
Name: Xiaodong Zhang		(Principal Executive Officer)
/s/ Jing Zhuo		Chief Financial Officer		August 17, 2022
Name: Jing Zhuo		(Principal Accounting and Financial officer)
/s/ Heming Cui		Director		August 17, 2022
Name: Heming Cui
/s/ Hui Zhong		Director		August 17, 2022
Name: Hui Zhong
/s/ Dan Li		Director		August 17, 2022
Name: Dan Li

  

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America of Integrated Media Technology Limited, has signed this registration statement thereto in Newark, Delaware on August 17, 2022.

 

	Authorized U.S. Representative   Puglisi & Associates
	By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

 

 

II-6

 

Exhibit 5.1

 

	___	DMAW Lawyers Pty Ltd
		Level 10, 81 Flinders Street
		Adelaide South Australia 5000
		ABN 26 169 621 194
		dmawlawyers.com.au

 

17 August 2022

 

Reference no. 210234 / 3907932

 

Integrated Media Technology Limited

Level 7

420 King William Street

ADELAIDE SOUTH AUSTRALIA 5000

AUSTRALIA

 

Dear Directors,

 

Integrated Media Technology Limited ACN 132 653 948 (Company)

 

We are lawyers qualified to practice in Australia and have acted as Australian legal advisers to the Company in connection with the Company’s registration statement on Form S-8, including all amendments or supplements thereto (Registration Statement) filed with the Securities and Exchange Commission (Commission) under the United States Securities Act of 1933, as amended (Securities Act), relating to the Company's Employee Share Option Plan (ESOP).

 

We provide this opinion as Exhibit 5.1 to the Registration Statement.

 

For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1) and the Registration Statement. We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.

 

In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not verified, and our opinion is qualified by the matters in Schedule 3.

 

Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of Australia:

 

1.

The Company is duly incorporated with limited liability and is validly existing and in good standing under the laws of Australia.

 

2.

The issue and allotment of options as contemplated by the ESOP, and the issue of shares upon conversion of the options, once duly authorised by a resolution of the Company’s board, will be valid.

 

This opinion is confined to the matters expressly referred to in this letter and given based on the laws of Australia as they are in force and applied by the Australian courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, as amended, or the rules and regulations of the Commission thereunder.

 

This opinion is limited to the matters referred to in this letter and must not be construed as extending to any other matter or document not referred to in this letter.

 

Liability limited by a scheme approved under professional standards legislation.

 

 

This opinion must be construed in accordance with the laws of Australia.

 

Yours faithfully

 

/s/ DMAW Lawyers Pty Ltd
DMAW Lawyers Pty Ltd

 

 

Schedule 1 

 

List of Documents and Records Examined

 

1.

Certificate of Registration on Change of Name dated 12 October 2016.

 

2.

Constitution of the Company.

 

3.

Current Organisation Extract from the Australian Securities and Investment Commission’s (ASIC) database under section 1274A of the Corporations Act 2001 of Australia (Corporations Act) on 5 August 2022.

 

4.

A copy of the Rules of Employee Share Option Plan for the Company.

 

5.

The Registration Statement.

 

(1 to 3 above are the Corporate Documents, together with 4 and 5, the Documents)

 

Schedule 2

 

Assumptions

 

1.

Copies documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. All original Corporate Documents are authentic, all signatures, initials and seals are genuine, all copies of the Registration Statement are true and correct copies and the Registration Statement conforms in every material respect to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated.

 

2.

All matters required by law to be recorded in the Corporate Documents are so recorded, and all facts expressed in or implied thereby are accurate and complete.

 

3.

The Constitution remains in full force and effect and is otherwise unamended.

 

4.

The directors and shareholders of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the property or assets of the Company.

 

5.

Save for the Corporate Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions contemplated by the Registration Statement. There is no contractual prohibition (other than as arising under Australian law) binding on the Company prohibiting it from issuing the Securities.

 

Schedule 3

 

Qualifications

 

1.

We express no opinion in relation to provisions referring to foreign statutes in the Registration Statement.

 

2.

Except as specifically stated in this letter, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments referred to in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

 

3.

The Company will be deemed to be in good standing at any time if all fees (including annual filing fees) and penalties under the Corporations Act have been paid.

 

 

pg 3

 

Exhibit 23.1

 

	AUDIT ALLIANCE LLP®
	A Top 18 Audit Firm
	10 Anson Road, #20-16 International Plaza, Singapore 079903.
UEN: T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428
Website: www.allianceaudit.com

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statements on Form S-8 of Integrated Media Technology Limited (the “Company”) of our report dated April 28, 2022, relating to our audit of the consolidated statements of financial position of the Company and subsidiaries as of December 31, 2021, and the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the year ended December 31, 2021, and the related notes, included in the Annual Report on Form 20-F of the Company for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

 

We also consent to the reference to our firm under the caption “Experts” appearing in this Registration Statement.

 

/s/ Audit Alliance LLP

 

Singapore

August 17, 2022

Exhibit 23.2

 

18012 Sky Park Circle, Suite 200 Irvine, California 92614 tel 949-852-1600 fax 949-852-1606 www.rjicpas.com

 

Consent of Independent Registered Public Accounting Firm

 

We have issued our report dated April 21, 2021 with respect to the consolidated financial statements of Integrated Media Technology Limited and subsidiaries as of December 31, 2020 and 2019, and for the years ended December 31, 2020 and 2019, included in the Annual Report on Form 20-F for the year ended December 31, 2021 which is incorporated by reference in this Registration Statement on Form S-8.

 

We consent to the incorporation by reference of the aforementioned report in this Registration Statement on Form S-8.

 

/s/ Ramirez Jimenez International CPAs
Ramirez Jimenez International CPAs

 

Irvine, California

August 17, 2022

Exhibit 99.1

 

Rules of Employee Share Option Plan

 

Integrated Media Technology Limited

ACN 132 653 948

 

 

 

 

 

23 December 2021

 

 

Table of Contents

 

1.	The plan	1
2.	Eligibility	1
3.	Participation	1
3.1	Invitation to participate	1
3.2	Letter of offer to participate	1
3.3	Participant bound by application form, rules and constitution	1
4.	Grant of options	2
4.1	Grant of options	2
4.2	No payment for options	2
4.3	Options non-transferable	2
4.4	Option certificate	2
4.5	Limit on issues of new shares	2
5.	Exercise of options	2
5.1	Manner of exercise of options	2
5.2	Exercise conditions	2
5.3	Control event	2
5.4	Issue or transfer of shares on exercise	3
5.5	Shares rank equally	3
5.6	Financial assistance	3
6.	Cessation of appointment/employment and lapsing of options	3
6.1	Cessation of employment as a Bad Leaver	3
6.2	Cessation of employment as a Leaver	3
6.3	Liquidation	3
6.4	Fraud	3
6.5	Forfeiture conditions	4
6.6	Lost Options	4
6.7	End of exercise period	4
7.	Changes in circumstances	4
7.1	Reconstruction	4
7.2	Participation in new issues	4
7.3	Adjustment to exercise price - rights issues	4
7.4	Adjustment to number of underlying securities - bonus issues	5
8.	Amendment	5

 

 

Table of Contents (ctd)

 

9.	Powers of the Board	5
9.1	Powers of the Board	5
9.2	Indemnification	5
9.3	Commencement of Plan	5
9.4	Termination or suspension of Plan	5
9.5	Resolution to terminate, suspend, supplement or amend	5
10.	Powers of the administrator	6
10.1	Appointment of administrator	6
10.2	Role of administrator	6
11.	Contracts of employment and other employment rights	6
11.1	Discretion of board	6
11.2	No right to grant of options	6
11.3	Calculation of employee benefits	6
11.4	No right to future employment etc.	6
11.5	Acknowledgment by Participant	6
12.	Connection with other plans	6
13.	Notices	6
14.	General	7
15.	Plan costs	7
15.1	Plan Costs	7
15.2	Reimbursement	7
16.	Overseas eligible employees	7
17.	Governing law	7
18.	Definitions and interpretation	7
18.1	Definitions	7
18.2	Interpretation	10

 

 

Integrated Media Technology Limited - Employee Share Option Plan

 

1.

The plan

 

The purpose of the Plan is to provide Eligible Employees with an incentive to remain with the Group and to improve the longer-term performance of the Company and its return to shareholders. It is intended that the Plan will enable the Group to retain and attract skilled and experienced employees and provide them with the motivation to make the Group more successful.

 

2.	Eligibility

 

The Board may determine at any time that any Eligible Employee is not entitled to participate in the Plan if the Eligible Employee’s participation would be unlawful.

 

3.	Participation

 

3.1	Invitation to participate

 

Subject to these rules, the Board may invite any Eligible Employee selected by it to participate in the Plan.

 

3.2	Letter of offer to participate

 

The Board must give to each Eligible Employee invited to participate in the Plan, a letter of offer to participate, together with the following information relating to the Options allocated to the Eligible Employee:

 

(a)

the date of grant or intended date of grant;

 

(b)

the total number of Options to be granted;

 

(c)

the Exercise Period;

 

(d)

the Exercise Price or the method of determining the Exercise Price;

 

(e)

the Exercise Conditions attaching to the Options (if any);

 

(f)

the Disposal Restrictions attaching to any Shares issued on exercise (if any);

 

(g)

the Forfeiture Conditions attaching to the Options (if any);

 

(h)

any other terms and conditions relating to the grant which, in the opinion of the Board, are fair and reasonable but not inconsistent with these rules;

 

(i)

in respect of the initial grant made to an Eligible Employee, a summary, or a copy of these rules; and

 

(j)

any other information or documents required to be notified by the Corporations Act or the Listing Rules.

 

3.3	Participant bound by application form, rules and constitution

 

By completing and returning the Application Form, a Participant agrees to be bound by the terms of the Application Form, these rules and the Constitution.

 

 

4.	Grant of options

 

4.1	Grant of options

 

The Board may grant Options to a Participant on acceptance of a duly signed and completed Application Form.

 

4.2	No payment for options

 

Unless otherwise determined by the Board, no payment is required for the grant of Options under the Plan.

 

4.3	Options non-transferable

 

An Option granted under the Plan is not capable of being transferred or encumbered by a Participant, unless the Board determines otherwise.

 

4.4	Option certificate

 

The Company must issue a Certificate to a Participant in respect of the Options granted to that Participant. The Company must comply with the provisions of the Constitution, the Listing Rules and the Corporations Act relating to the issue of the Certificate.

 

4.5	Limit on issues of new shares

 

The number of Shares that would be issued were Options granted under this rule 4 to be exercised, when aggregated with the number of Shares that would be issued were each outstanding offer or option to acquire unissued shares, being an offer made or option acquired pursuant to the Plan or any other employee share scheme extended only to employees or directors of the Group, to be accepted or exercised (as the case may be), disregarding any offer made, or option acquired or share issued by way of or as a result of an offer to directors of the Company, must not exceed In respect of options issued to Australian residents, that limit imposed under ASIC Class Order CO 14/1001.

 

5.	Exercise of options

 

5.1	Manner of exercise of options

 

The exercise of any Option granted under the Plan may only be effected in such form and manner as the Board may prescribe.

 

5.2	Exercise conditions

 

Subject to rules 5.3 and 6, an Option granted under the Plan may only be exercised:

 

(a)

if all the Exercise Conditions have been met;

 

(b)

if the Exercise Price has been paid to the Company or as the Company may direct; and

 

(c)

within the Exercise Period relating to the Option.

 

An Option granted under the Plan may not be exercised once it has lapsed.

 

5.3	Control event

 

Notwithstanding rule 5.2, unless the Board determines otherwise, immediately upon the occurrence of a Control Event an Option may be exercised, whether or not any or all applicable Exercise Conditions have been met.

 

 

5.4	Issue or transfer of shares on exercise

 

Following exercise of an Option by a Participant, the Company must, within such time as the Board determines, allot and issue or procure the transfer to the Participant of the number of Shares in respect of which the Option has been exercised, credited as fully paid.

 

5.5	Shares rank equally

 

Subject to the satisfaction of any applicable Disposal Restrictions, Shares allotted and issued under the Plan must rank equally in all respects with all other Shares from the date of allotment and issue, including:

 

(a)

voting rights; and

 

(b)

entitlements to participate in:

 

(i)

distributions and dividends; and

 

(ii)

future rights issues and bonus issues,

 

where the record date for determining entitlements falls on or after the date of allotment and issue.

 

5.6	Financial assistance

 

The Company may financially assist a person to pay for the grant of an Option, to pay any Exercise Price for an Option or to acquire Shares under the Plan, subject to compliance with the provisions of the Corporations Act and the Listing Rules relating to financial assistance.

 

6.	Cessation of appointment/employment and lapsing of options

 

6.1	Cessation of employment as a Bad Leaver

 

If upon the Participant ceasing employment, the Board determines that the Participant is a Bad Leaver, all rights, entitlements and interests in any unexercised Options (including those that are Vested Options) held by the Participant will be forfeited and will lapse immediately.

 

6.2	Cessation of employment as a Leaver

 

If upon the Participant ceasing employment, the Board determines the Participant is a Leaver:

 

(a)

A Leaver may retain Vested Options, however, they must be exercised within 60 days of cessation of employment (or within a longer period if so determined by the Board), after which time they will lapse.

 

(b)

Unvested Options will normally be forfeited and lapse.

 

6.3	Liquidation

 

On Liquidation, all Options which are not Vested Options will lapse.

 

6.4

Fraud

 

If, in the opinion of the Board, a Participant (or, where a Participant is a person nominated by an Eligible Employee, the employee or director who nominated the Participant) has acted fraudulently or dishonestly, the Board may determine that any Option granted to that Participant should lapse, and the Option will lapse accordingly.

 

 

6.5	Forfeiture conditions

 

An Option will lapse on the occurrence of a Forfeiture Condition relating to that Option, unless the Board determines otherwise.

 

6.6	Lost Options

 

A Participant may submit a request to the Board that an Option granted to that Participant should lapse. On receipt of that request, the Board may determine that the Option should lapse, in which case the option will lapse accordingly.

 

6.7	End of exercise period

 

If an Option has not lapsed earlier in accordance with this rule 6, it will lapse at the end of the Exercise Period.

 

7.	Changes in circumstances

 

7.1	Reconstruction

 

In the event of any reconstruction (including consolidation, subdivision, reduction, capital return, buy back or cancellation) of the share capital of the Company, the number of Options to which each Participant is entitled and/or the Exercise Price of those Options must be reconstructed in accordance with the Listing Rules. Options must be reconstructed in a manner which will not result in any additional benefits being conferred on Participants which are not conferred on other shareholders of the Company.

 

7.2	Participation in new issues

 

Subject to the Listing Rules, a Participant is only entitled to participate (in respect of Options granted under the Plan) in a new issue of Shares to existing shareholders generally if the Participant has validly exercised his or her Options within the relevant Exercise Period and become a Shareholder prior to the relevant record date, and is then only entitled to participate in relation to Shares of which the Participant is the registered holder.

 

7.3	Adjustment to exercise price - rights issues

 

Subject to the Listing Rules, if there is a Pro Rata Issue (except a Bonus Issue) to the holders of Shares, the Exercise Price of an Option will be reduced according to the following formula:

 

O’ = O - E[P - (S + D)]

N+1

 

where:

 

O’

=

the Exercise Price immediately following the adjustment;

 

O

=

the Exercise Price immediately prior to the adjustment;

 

E

=

the number of Shares into which one Option is exercisable;

 

P

=

the average market price per Share (weighted by reference to volume) during the 5 trading days ending on the day before the ex rights date or ex entitlements date;

 

S

=

the subscription price for a Share under the Pro Rata Issue;

 

D

=

any dividend due but not yet paid on a Share (except any Share to be issued under the Pro Rata Issue); and

 

N

=

the number of Shares with rights or entitlements that must be held to receive a right to one new Share.

 

 

7.4	Adjustment to number of underlying securities - bonus issues

 

Subject to the Listing Rules, if there is a Bonus Issue to the holders of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the Bonus Issue.

 

8.

Amendment

 

Subject to the Listing Rules, these rules may be amended or supplemented by resolution of the Board. Unless the resolution of the Board expressly states otherwise, any amendment or supplement to these rules will not apply to any Options granted under these rules which have not yet been exercised.

 

9.	Powers of the Board

 

9.1	Powers of the Board

 

The Plan will be managed by the Board, which will have power to:

 

(a)

determine appropriate procedures for the administration of the Plan consistent with these rules;

 

(b)

resolve conclusively all questions of fact or interpretation arising in connection with the Plan;

 

(c)

determine matters falling for determination under these rules in its discretion having regard to the interests of and for the benefit of the Company;

 

(d)

exercise the discretions conferred on it by these rules or which may otherwise be required in relation to the Plan; and

 

(e)

delegate to any one or more persons (for such period and on such conditions as it may determine) the exercise of any of its powers or discretions arising under the Plan.

 

9.2	Indemnification

 

The Company must indemnify, and keep indemnified, to the full extent permitted by law, each person who is or has been a director or alternate director of the Company against all proceedings, actions, claims, demands, losses, liabilities, damages, costs and expenses which may be made, brought against, suffered or incurred by the person arising directly or indirectly out of or in connection with the administration of the Plan.

 

9.3	Commencement of Plan

 

The Plan will take effect on and from such date as the Board may resolve.

 

9.4	Termination or suspension of Plan

 

The Board may terminate or suspend the operation of the Plan at any time.

 

9.5	Resolution to terminate, suspend, supplement or amend

 

In passing a resolution to terminate or suspend the operation of the Plan or to supplement or amend these rules, the Board must consider and endeavour to ensure that there is fair and equitable treatment of all Participants.

 

 

10.	Powers of the administrator

 

10.1	Appointment of administrator

 

The Board may appoint an Administrator and may determine the terms and conditions of the Administrator’s appointment. The Board may remove the Administrator.

 

10.2	Role of administrator

 

The Administrator must administer the Plan in accordance with these rules and any procedures determined by the Board and agreed to as between the Board and the Administrator.

 

11.	Contracts of employment and other employment rights

 

11.1	Discretion of board

 

It is a condition of these rules that the Plan may be terminated at any time at the discretion of the Board and that no compensation under any employment contract will arise as a result.

 

11.2	No right to grant of options

 

Participation in the Plan does not confer on any Eligible Employee any right to a grant of Options.

 

11.3	Calculation of employee benefits

 

The value of the Options do not increase a Participant’s income for the purpose of calculating any employee benefits.

 

11.4	No right to future employment etc.

 

Participation in the Plan does not confer on any Participant any right to future employment and does not affect any rights which the Company may have to terminate the employment of any Participant.

 

11.5	Acknowledgment by Participant

 

It is acknowledged and accepted by each Participant that the terms of the Plan do not form part of the terms and conditions of the Participant’s employment contract, nor do the terms of the Plan constitute a contract or arrangement (including any related condition or collateral arrangement) in relation to the Participant’s employment contract.

 

12.	Connection with other plans

 

Unless the Board otherwise determines, participation in the Plan does not affect, and is not affected by, participation in any other incentive or other plan operated by the Company unless the terms of that other plan provide otherwise.

 

13.

Notices

 

Any notice or direction given under these rules is validly given if it is handed to the person concerned or sent by ordinary prepaid post to the person’s last known address or given in any reasonable manner which the Board from time to time determines.

 

 

14.

General

 

Notwithstanding any rule, Shares may not be allotted and issued, acquired, transferred or otherwise dealt with under the Plan if to do so would contravene the Corporations Act, the Listing Rules, or any other applicable laws.

 

15.	Plan costs

 

15.1	Plan Costs

 

Unless otherwise determined by the Board, the Company must pay all costs, charges and expenses relating to the establishment and operation of the Plan, including all costs incurred in or associated with an allotment, issue or acquisition of Shares for the purposes of enabling Participants to exercise Options granted to them under the Plan.

 

15.2	Reimbursement

 

The Company and any Associated Body Corporate of the Company may provide money to the trustee of any trust or any other person to enable them to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by the Corporations Act. In addition, the Company may require any Associated Body Corporate to enter into any other agreement or arrangement as it considers necessary to oblige that Associated Body Corporate to reimburse the Company for any amounts paid by the Company in connection with this Plan, directly or indirectly, in relation to any employee or director of that Associated Body Corporate.

 

16.	Overseas eligible employees

 

The Company at the Board’s discretion may:

 

(a)

grant options to Eligible Employees and Participants who are resident outside of Australia; and

 

(b)

make regulations for the operation of the Plan which are not inconsistent with these rules to apply to Eligible Employees and Participants who are resident outside of Australia.

 

17.	Governing law

 

The laws of South Australia, Australia, govern these rules.

 

18.	Definitions and interpretation

 

18.1	Definitions

 

In this document, unless the context requires otherwise:

 

Accounting Standards means the International Accounting Standards from time to time and if and to the extent that any matter is not covered by International Accounting Standards means generally accepted accounting principles applied from time to time in Australia for a business similar to the Business.

 

Administrator means the person (if any) selected by the Board to carry out the day to day administration of the Plan as contemplated by rule 10.1.

 

Application Form means the form that the Board determines is to be used by an Eligible Employee to apply for Options under the Plan.

 

 

Associated Body Corporate of the Company means each:

 

(a)

related body corporate of the Company, within the meaning of section 50 of the Corporations Act;

 

(b)

body corporate that has voting power in the Company of not less than 20%; or

 

(c)

body corporate in which the Company has voting power of not less than 20%, where “voting power” has the meaning in section 610 of the Corporations Act.

 

Bad Leaver is a Participant who ceases to be employed by the Company where the Board determines that the Participant has:

 

(a)

committed any serious or persistent breach of any provisions of employment;

 

(b)

been convicted of any criminal offence which involves fraud or dishonesty;

 

(c)

engaged in any conduct which brings the Company into substantial disrepute;

 

(d)

committed any wrongful or negligent act or omission which has caused the Company substantial liability;

 

(e)

engaged in grave misconduct or recklessness in the discharge of the Participant’s duties;

 

(f)

become disqualified from managing corporations in accordance with Part 2D.6 of the Corporations Act or has committed any act that, pursuant to the Corporations Act, may result in the Participant being banned from managing a corporation; or

 

(g)

engaged in any other conduct which the Board reasonably considers to be analogous to, or having a substantially similar seriousness to, any of the circumstances specified in (a) to (f) above.

 

Board means the board of directors of the Company or a committee appointed by the board of directors of the Company.

 

Bonus Issue means a Pro Rata Issue of Shares to holders of Shares for which no consideration is payable by them.

 

Certificate means, in relation to a Participant, the certificate or holding statement (in a form approved by the Board) issued to the Participant which discloses the number of Options entered in the register of Option holders in the name of the Participant.

 

Company means Integrated Media Technology Limited ACN 132 653 948.

 

Constitution means the constitution of the Company.

 

Control of an entity means having the right:

 

(a)

to vote 50% (or more) of the votes that can be cast on the election or removal of the entity’s directors;

 

(b)

to appoint or remove directors who possess 50% (or more) of the votes exercisable by all directors of the entity; or

 

(c)

to 50% (or more) of the profits or distributions of the entity or of its net liquidation proceeds.

 

For this definition, if the entity does not have a board of directors, ‘director’ means a member of the entity’s governing body with a role similar to a board of directors.

 

 

Control Event means any of the following:

 

(a)

an offer is made by a person for the whole of the issued ordinary share capital of the Company (or any part as is not at the time owned by the offeror or any person acting in concert with the offeror) and after announcement of the offer the offeror (being a person who did not Control the Company prior to the offer) acquires Control of the Company;

 

(b)

any other event occurs which causes a change in Control of the Company; or

 

(c)

any other event which the Board reasonably considers should be regarded as a Control Event.

 

Corporations Act means Corporations Act 2001 (Cth).

 

Disposal Restrictions means, in relation to an Option, the restrictions (if any) determined by the Board that are required to be satisfied before a Share acquired as a result of the exercise of the Option by the Participant can be sold, transferred or otherwise dealt with by a Participant.

 

Eligible Employee means an employee or a director of any member of the Group who is determined by the Board to be an Eligible Employee for the purposes of the Plan, or any other person who is determined by the Board to be an Eligible Employee for the purposes of the Plan.

 

Exercise Conditions means, in relation to an Option, the period of time, performance hurdles and other conditions (if any) determined by the Board that are required to be satisfied before the Option can be exercised.

 

Exercise Period means, in relation to an Option, the period in which the Option may be exercised specified by the Board under rule 3.2,3.2, subject to any variation under rules 5.3 and 6.

 

Exercise Price means the price per share that needs to be paid in order for the option to convert to ordinary shares of the company, and will be determined by the Board, and will be subject to any adjustment under rule 7.3.

 

Forfeiture Conditions means, in relation to an Option, the conditions (if any) determined by the Board that will result in the Option lapsing if satisfied.

 

Group means the Company and each Associated Body Corporate of the Company.

 

Leaver means a Participant who ceases employment and who is not a Bad Leaver. A Leaver will include, but is not limited to, a Participant who ceases employment due to resignation or retirement.

 

Liquidation means the passing of a resolution for voluntary winding up, or the making of an order for the compulsory winding up of the Company.

 

Listing Rules means the listing rules made or adopted by the Nasdaq.

 

Market Price means, in relation to an Option, the volume weighted average market price of Shares sold on the Nasdaq on the 5 trading days immediately before the date of determination.

 

Nasdaq means The Nasdaq Stock Market, where the Company’s shares are traded.

 

Option means a right to subscribe for or acquire a Share, subject to any adjustment under rule 7.4.

 

Participant means an Eligible Employee who has been invited to participate in the Plan and any other person who is nominated by that Eligible Employee (following receipt of an invitation by the Board under rule 3.1) and who is determined by the Board to be a Participant for the purposes of the Plan.

 

Permanent Disability means, in relation to a Participant, the inability, by reason of physical condition, mental illness or accident, of the Participant to perform substantially all of the duties of the position in which the Participant has been employed or appointed (as determined by the Board).

 

Plan means the Integrated Media Technology Limited Employee Share Option Plan established and operated in accordance with these rules.

 

Pro Rata Issue means an issue which has been offered to all holders of Shares on a pro rata basis.

 

Share means a fully paid ordinary share in the capital of the Company.

 

Vested Option means an Option in respect of which all Exercise Conditions have been met or which are otherwise exercisable (including as contemplated by rules 5.3 and 6).

 

 

18.2	Interpretation

 

In these rules, unless the context otherwise requires:

 

(a)

a reference to anything (including an amount or a provision of this document) is a reference to the whole and each part of it;

 

(b)

the singular includes the plural, and vice versa;

 

(c)

the word ‘person’ includes an individual, a body corporate, a firm, an unincorporated body, a society, an association and an authority;

 

(d)

a reference to a particular person includes their legal personal representatives, administrators, successors, substitutes and permitted assigns;

 

(e)

a reference to ‘costs’ includes charges, expenses and legal costs;

 

(f)

a reference to a “rule” or “these rules” is to the rule or these rules (as the case may be) as amended or replaced;

 

(g)

a reference to the Constitution includes a reference to any provision having substantially the same effect which is substituted for or replaces the Constitution;

 

(h)

where a Participant is a director of any member of the Group, but is not also an employee of any member of the Group, a reference to the employment with any member of the Group of that Participant is a reference to that Participant holding office as a director of any member of the Group;

 

(i)

where a Participant is a person nominated by an Eligible Employee, a reference to the employment with any member of the Group of that Participant is a reference to the employment with any member of the Group of that Eligible Employee;

 

(j)

a Participant does not cease to be employed by any member of the Group where the Participant ceases to be employed by one member of the Group but commences employment with another member of the Group provided that the new employment commences within 60 days from the date of termination or such other period as the Board may determine by notice in writing;

 

(k)

a reference to ‘law’ means statute law, common law and equitable principles;

 

(l)

a reference to a particular law includes that law and any subordinate legislation (such as regulations) under it, in each case as amended, replaced, re-enacted or consolidated;

 

(m)

a reference to an accounting term is to that term as it is used in the Accounting Standards;

 

(n)

a reference to ‘dollars’, ‘$’ or ‘A$’ is to the lawful currency of Australia;

 

(o)

a time means that time in Adelaide, Australia;

 

(p)

a reference to a day or a month means a calendar day or calendar month;

 

(q)

if a period of time starts from a given day (or event), it is to be calculated exclusive of that day (or the day the event occurs);

 

(r)

the masculine includes the feminine, and vice versa;

 

(s)

the meaning of any general language is not restricted by any accompanying example and the words ‘includes’, ‘including’ ‘such as’ or ‘for example’ (or similar phrases) are not words of limitation; and

 

(t)

headings in this document are for convenience only and do not affect its meaning.

 

If (but for this rule) a provision of this document would be illegal, void or unenforceable or contravene the law, this document is to be interpreted as if the provision was omitted.

 

 

Page | 10

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Integrated Media Technology Limited

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

		Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Share (2)				Maximum Aggregate Offering Price				Fee Rate		Amount of Registration Fee
Fees to Be Paid		Equity		Ordinary shares, no par value per share		Rule 457(c) and (h)			2,200,000			$	1.59			$	3,498,000		$	92.70 per $1,000,000		$	324.26
Fees Previously Paid																							0
		Total Offering Amounts														$	3,498,000					$	324.26
		Total Fees Previously Paid																					—
		Total Fee Offsets																					—
		Net Fee Due																				$	324.26

 

(1)	This registration statement on Form S-8 (this “Registration Statement”) registers ordinary shares, no par value per share (the “Ordinary Shares”), of Integrated Media Technology Limited (the “Registrant”) issuable pursuant to the Integrated Media Technology Limited 2021 Employee Share Option Plan (the “2021 Plan”). In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional securities which may be offered and issued under the 2021 Plan to prevent dilution from stock splits, stock dividends or similar transactions as provided in the 2021 Plan.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low selling prices of the Registrant’s Ordinary Shares as reported on the Nasdaq Capital Market on August 15, 2022.

 

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