IMTE (NASDAQ: IMTE) revises 20-F on Nasdaq governance rules

Rhea-AI Filing Summary

Integrated Media Technology Limited filed Amendment No. 1 to its Form 20-F for the year ended December 31, 2025, with 3,446,434 ordinary shares outstanding as of that date. The amendment mainly updates a governance section and adds disclosure about an exemption from holding an annual general meeting claimed as a foreign private issuer.

The company restates in full Item 6.C on board practices and corporate governance, clarifying that as a foreign private issuer on Nasdaq it may follow Australian home country governance rules instead of certain Nasdaq Rule 5600 requirements, and notes this could offer shareholders less protection than U.S. domestic standards. The amendment does not modify previously filed financial statements or other disclosures and is intended to be read together with the original Form 20-F filed on February 2, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                  

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-38018

Integrated Media Technology Limited

(Exact name of Registrant as specified in its charter

and translation of Registrant’s name into English)

Australia

(Jurisdiction of incorporation or organization)

Suite 3 Level 3, 89 Pirie Street

Adelaide SA 5000 Australia

Phone: +61 8 8223 0290 E: corporate@imtechltd.com

(Address of principal executive offices)

Con Unerkov, CEO

Suite 3 Level 3, 89 Pirie Street Adelaide SA 5000 Australia

Phone: +61 8 8223 0290 E: corporate@imtechltd.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		IMTE		NASDAQ Capital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act. None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The number of ordinary shares, as of December 31, 2025 is 3,446,434

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes  ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  ☐  Yes ☒  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒  Yes  ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ☒  Yes  ☐  No

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

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

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued
by the International Accounting Standards Board ☒ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17  ☐  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐  Yes     ☒  No

EXPLANATORY NOTE

Integrated Media Technology Limited (the “Company”) is filing this Amendment No. 1 on Form 20-F/A (this “Amendment No. 1”) to amend its annual report on Form 20-F for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2026 (the “Original Filing”), to add a paragraph on an exemption to hold annual general meeting the Company claimed as a “foreign private issuer (as defined in Rule 405 under the Securities Act of 1933). Accordingly, the Company is restating in its entirety the following section of the Original Filing: Item 6 – C. “Board Practices - Cooperate Governance requirements under Nasdaq Rules – the Sarbanes-Oxley Act of 2002, SEC Rules and the NASDAQ Capital Market Marketplace Rules” in this Amendment No. 1.

This Amendment No. 1 speaks as of the filing date of the Original Filing, or February 2, 2026. No attempt has been made in this Amendment No. 1 to modify or update in any way the financial statements or any other items or disclosures in the Original Filing. Except as specifically noted herein, this Amendment No. 1 does not amend, update or restate any of the information previously included in the Original Filing, nor does this Amendment No. 1 reflect any event that has occurred after the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings made with the SEC subsequent to February 2, 2026.

As required by Rule 12b-15 of the Securities and Exchange Act of 1934, the Company is also filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

C. Board Practices

Corporate Governance Requirements Under Nasdaq Rules - the Sarbanes-Oxley Act of 2002, SEC Rules and the NASDAQ Capital Market Marketplace Rules

NASDAQ permits “foreign private issuers” such as the Company follow “home country” corporate governance practices in lieu of the otherwise applicable NASDAQ corporate governance standards, as long as we disclose each requirement of Rule 5600 that we do not follow and describe the home country practice we follow in lieu of the relevant NASDAQ corporate governance standards. We follow Australian corporate governance practices in lieu of the corporate governance requirements of the NASDAQ Marketplace Rules in respect of:

● NASDAQ Rule 5620(a) requires a company listed on Nasdaq to hold an annual meeting of shareholders not later than one year after the end of the company’s fiscal year-end. We did not hold an annual meeting of shareholders in 2024. We therefore claimed the “home country” exemption from Rule 5620(a) with respect to 2024 annual meeting. The Company held an annual meeting of shareholders in 2025 and expects to do so annually going forward. The Company will not be utilizing “home country” exemption related to the annual meeting requirement in the future.

● NASDAQ requirement under Rule 5620(c) that a quorum consist of holders of 33 1/3% of the outstanding Ordinary Shares - In Australia, we do not have an express requirement that each listed company have a quorum of any particular number of the outstanding Ordinary Shares, but instead allow a listed issuer to establish its own quorum requirements. Our quorum is currently two person who are entitled to vote. We believe this quorum requirement is consistent with the requirements in Australia and is appropriate and typical of generally accepted business practices in Australia.

● The NASDAQ requirements under Rules 5605(b)(1) and (2) relating to director independence, including the requirements that a majority of the board of directors must be comprised of independent directors and that independent directors must have regularly scheduled meetings at which only independent directors are present - The NASDAQ and ASX definitions of what constitute an independent director are not identical and the requirements relating to the roles and obligations of independent directors are not identical. In Australia, unlike NASDAQ, permits an issuer to establish its own materiality threshold for determining whether a transaction between a director and an issuer affects the director’s status as independent and it does not require that a majority of the issuer’s board of directors be independent, as long as the issuer publicly discloses this fact. In addition, in Australia, it is not required that the independent directors have regularly scheduled meeting at which only independent directors are present. We believe that our Board composition is consistent with the requirements in Australia and that it is appropriate and typical of generally accepted business practices in Australia.

● We have relied on and expect to continue to rely on an exemption from the requirement that our independent directors meet regularly in executive sessions under NASDAQ Listing Rules. The Corporations Act does not require the independent directors of an Australian company to have such executive sessions and, accordingly, we claim this exemption.

● The NASDAQ requirements under Rules 5605(d) that compensation of an issuer’s officers must be determined, or recommended to the Board for determination, either by a majority of the independent directors, or a compensation committee comprised solely of independent directors, and that director nominees must either be selected, or recommended for the Board’s selection, either by a majority of the independent directors, or a nomination committee comprised solely of independent directors. The NASDAQ compensation committee requirements are not identical to the Australia’s remuneration and nomination committee requirements. We have established a remuneration committee consisting of a majority of independent directors and an independent chairperson, or publicly disclose that it has not done so. We have a Nomination and Remuneration Committee that is consistent with the requirements in Australia and which we believe is appropriate and typical of generally accepted business practices in Australia.

If we choose to follow other home country practice in the future, our shareholders may be afforded less protection than they otherwise would under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

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ITEM 19. EXHIBITS

Exhibit		Description
12.1*		Certification of Chief Executive Officer
12.2*		Certification of Principal Accounting Officer
13.1*		Certification by Chief Executive Officer of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act
13.2*		Certification by Chief Accounting Officer of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act

* Filed herewith

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

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

Date: March 4, 2026

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FAQ

What does Integrated Media Technology Limited (IMTE) change in this Form 20-F/A?

Integrated Media Technology Limited updates its Form 20-F mainly to revise Item 6.C on board practices. The amendment adds a paragraph describing an exemption from holding an annual general meeting and clarifies its use of Australian home country corporate governance practices on Nasdaq.

Does IMTE’s Form 20-F/A amendment change any financial statements?

The amendment does not change IMTE’s financial statements or other prior disclosures. It explicitly states no attempt was made to modify or update financial data, and that all other information from the original February 2, 2026 Form 20-F remains unchanged.

How many IMTE ordinary shares were outstanding at year-end 2025?

IMTE reports 3,446,434 ordinary shares outstanding as of December 31, 2025. This figure reflects the total number of ordinary shares at the close of the period covered by the annual report and provides investors with the company’s equity base at that date.

What corporate governance practices does IMTE follow under Nasdaq rules?

As a foreign private issuer on Nasdaq, IMTE follows Australian corporate governance practices instead of some Nasdaq corporate governance standards under Rule 5600. It discloses each Nasdaq requirement it does not follow and describes the alternative Australian practice used in those areas.

How might IMTE’s use of home country practices affect shareholder protection?

IMTE notes that if it chooses to follow additional Australian home country practices in the future, shareholders may receive less protection than under Nasdaq corporate governance listing standards that apply to U.S. domestic issuers. This highlights a potential governance difference investors should understand.

What certifications accompany IMTE’s Form 20-F/A filing?

The amendment includes exhibits with certifications from the Chief Executive Officer and Chief Accounting Officer. These cover Section 302 certifications and Section 906 certifications under the Sarbanes-Oxley Act, relating to the accuracy of periodic financial reports and internal control responsibilities.