20-F: IMTE Faces Going Concern Doubt Amidst Losses and Nasdaq Delisting Threats

Integrated Media Technology Limited reported a net loss of $268,377 for 2025, accumulated losses of over $54 million, and received a going concern warning, while also facing Nasdaq delisting threats for non-compliance and low bid price.

Summary

• Integrated Media Technology Limited (IMTE) reported a net loss of $268,377 for the year ended December 31, 2025, a significant improvement from the $1,729,001 loss in 2024 and $2,203,554 loss in 2023.
• The company has accumulated losses of $54,341,549 as of December 31, 2025, and its independent registered public accounting firm expressed substantial doubt about its ability to continue as a going concern.
• Revenue from operating activities increased by 18.4% to $71,580 in 2025, primarily from consulting services for the Halal process, compared to $60,471 in 2024 (from Halal product sales).
• Cash and cash equivalents were critically low at $160 as of December 31, 2025, down from $10,154 in 2024.
• IMTE is focusing its business activities on the manufacture and sale of nano-coated plates for filters and air purifiers, the manufacture and sale of electronic glass in Southeast Asia and the Middle East, and the provision of halal certification and distribution of Halal products.
• The company divested from its new energy products and services and digital asset businesses in December 2024 to rationalize operations and reduce costs.
• IMTE is not in compliance with Nasdaq listing rules due to failure to timely file its 2024 annual report and its share price falling below the minimum $1.00 bid price requirement.
• Material weaknesses in internal control over financial reporting were identified as of December 31, 2025, including lack of sufficient segregation of duties, oversight, technical accounting expertise, and documentation.
• The company redeemed a US$15 million convertible note in September 2025 by assigning equipment deposits of equal value to the noteholder.
• Prior period financial statements for the year ended December 31, 2023, were restated due to material misstatements related to write-offs, intangible assets, and accounting for convertible notes and warrants.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as highly negative due to severe liquidity issues, a going concern warning, ongoing Nasdaq delisting threats, and significant internal control weaknesses, despite a reduced net loss.

Positives

• Net loss significantly decreased to $268,377 in 2025 from $1,729,001 in 2024 and $2,203,554 in 2023, indicating some cost control or one-off gains.
• Revenue from operating activities increased by 18.4% in 2025 to $71,580, driven by consulting services for the Halal process.
• The company successfully appealed a Nasdaq delisting determination related to its delayed 2024 annual report, securing an extension until January 30, 2026, to file the report.
• Strategic rationalization of business operations by divesting non-core digital assets and new energy businesses to focus on Halal products, smartglass, and nano-coated plate filters.

Negatives

• The company has a substantial accumulated loss of $54,341,549 as of December 31, 2025.
• There is substantial doubt about the company's ability to continue as a going concern, with cash and cash equivalents of only $160 at year-end 2025, insufficient to fund operations into the second half of 2026.
• The company is not in compliance with Nasdaq's minimum bid price requirement, with shares trading below US$1.00 for 30 consecutive business days, risking further delisting.
• Material weaknesses in internal control over financial reporting were identified, including lack of sufficient segregation of duties, oversight, technical accounting expertise, and documentation.
• Prior period financial statements for 2023 were restated due to material misstatements, indicating historical accounting deficiencies.
• The company has a limited operating history in its current core businesses (nano-coated plate filters, switchable glass, halal products) and faces challenges in market acceptance and establishing distribution networks.
• The company has no business liability or disruption insurance coverage, exposing it to substantial costs from unforeseen events.
• The company was convicted and fined AUD45,387 (approx. USD30,100) by the Australian Securities and Investments Commission (ASIC) for failing to lodge annual and interim reports from 2020 to 2024.

Risks

• Recurrence of COVID-19 or similar adverse public health developments could materially and adversely affect business and operating results.
• Geopolitical and other challenges (Russia-Ukraine, Middle East conflicts, US-China trade tensions) could adversely affect the global economy, commodity prices, and business operations.
• History of operating losses and uncertainty of achieving profitability in the future, especially with new business ventures.
• Substantial doubt about the ability to continue as a going concern, potentially affecting future financing and requiring curtailment or cessation of operations.
• Requirement for additional financing to fund operations, particularly capital-intensive lamination for switchable glass, with no assurance of availability on acceptable terms.
• Difficulty in accurately forecasting revenues and expenses due to limited operating history and rapidly evolving businesses.
• Risks associated with the successful completion and integration of acquisitions and future transactions.
• Significant competition in nano-coated plate filter, switchable glass, and halal product businesses from companies with greater resources.
• Exchange rate fluctuations affecting reported results of operations, particularly between USD, Malaysia Ringgit, and Australian dollars.
• Limited manufacturing experience with production candidates, potentially leading to delays and operational inefficiencies.
• Dependence on contractors for manufacturing air filters and purifiers, exposing the company to risks related to their business conditions.
• Risks related to collaborative arrangements and strategic alliances, including control over resources, financial difficulties of partners, and relinquishing important rights.
• Potential intellectual property infringement claims and other related claims that could be costly and time-consuming to defend.
• Failure to maintain an effective system of internal control over financial reporting, potentially leading to inaccurate financial reports or fraud.
• Failure to attract customers and retain key distributors for nano-coated plate filter, switchable glass, and halal products.
• Security breaches and attacks against internal systems and networks, potentially damaging reputation and negatively impacting business.
• Natural disasters, health epidemics, and other outbreaks disrupting operations.
• Failure to protect intellectual property rights, diminishing brand value and competitive advantage.
• Ineffective management of sales channel inventory and product mix, leading to excess inventory costs or lost sales.
• Intense competition in the halal food markets, potentially leading to decreased demand, reduced margins, or loss of market share.
• Material changes in consumer demand for halal products impacting business and operating results.
• Economic conditions adversely affecting consumer discretionary spending.
• Dependence on continuing contributions of key personnel and challenges in attracting and retaining qualified personnel.
• Inherent risks in the switchable glass and halal products and services businesses, including changes in demand, technological changes, and increased operating expenses.
• Production of products from lamination machinery and nano-coat plating equipment involves significant operational performance and cost risks.
• Failure of products to perform as expected, leading to delivery delays, product recalls, and liability claims.
• Reliance on third-party providers of licensed software and services integral to operations.
• Switchable glass products must comply with local building codes and ordinances, and failure to comply could impair marketing and sales.
• Inadequate insurance strategy to protect from all business risks.
• Inability to achieve targeted manufacturing costs for products.
• Potential technological changes in business fields rendering products uncompetitive or obsolete.
• Failure to meet Nasdaq's continued listing requirements, resulting in delisting and negative impact on share price and capital raising ability.
• Ordinary Shares may be considered a 'penny stock' under SEC regulations, adversely affecting investor willingness.
• Stock price volatility due to various factors beyond the company's control.
• Potential classification as a Passive Foreign Investment Company (PFIC) for U.S. investors, leading to adverse tax rules.
• Following home country corporate governance practices in lieu of certain Nasdaq requirements, potentially affording shareholders less protection.
• Difficulty for U.S. shareholders to enforce civil liabilities against the company due to its Australian incorporation and non-U.S. directors/officers.
• Issuance of additional securities in the future, resulting in dilution to shareholders.
• Failure to comply with internal control evaluations and attestation requirements adversely affecting stock price.
• Australian takeovers laws potentially discouraging takeover offers or large share acquisitions.
• Rights as an ordinary shareholder governed by Australian law, differing from U.S. law.
• Operations materially and adversely affected by changes in economic, political, and social conditions in Malaysia, Europe, UK, and Middle East.
• Potential for changes in government legislation and policy to adversely affect the company.

Future Outlook

The company's future outlook is highly dependent on its ability to raise additional capital in 2026 to fund the rollout of its full business plans, particularly for the capital-intensive lamination operation for switchable glass and the Halal products business. Management intends to control costs and build on its businesses and revenue base, reviewing potential acquisitions and strategic partnerships to add value and complement internal capabilities. The success of these plans is uncertain, and the company may need to significantly delay, scale back, or discontinue operations if adequate capital is not secured.

Management Comments

• Management determined that there is substantial doubt regarding our ability to continue as a going concern.
• We plan to raise the funds necessary to roll out the Halal and the lamination manufacturing business, but there is no certainty that we can start these operations in a significant manner and derive profitability from these businesses.
• We will need to raise additional funds to pay outstanding debts, purchase lamination equipment, vendor invoices and execute our business plan.
• The focus of the Group is to continue to develop its businesses in switchable glass, nano-coated plate filters, and halal certification process and sale of halal products.
• The Group intends to control its costs and to build on its businesses and revenue base going forward.
• The implementation of the future business plans depends on adequate capital being available to the Group.
• Management will also seek synergistic acquisitions to build revenue and bring in resources to complement and to supplement our internal capabilities to become a well-managed and fast-growing company.
• We plan to build our own brands for our air purifier, Halal and switchable glass products when we launch our products to market.

Industry Context

StockSavvy.ai notes that IMTE's strategic shift towards switchable glass and halal products aligns with growing market trends. The switchable glass market is expanding due to increasing demand for energy-saving and environmentally friendly building solutions, particularly in Asia, the Middle East, and the USA. The halal products and services market is also experiencing strong growth in Asia and Europe, driven by increasing consumer demand for certified halal food. However, IMTE is a new entrant in these competitive markets, facing established players with greater resources and brand recognition. The company's success will depend on its ability to innovate, secure distribution, and overcome the challenges of market penetration against more entrenched competitors.

Comparison to Industry Standards

• The company's financial performance, with accumulated losses of over $54 million and a going concern warning, falls significantly below industry standards for established publicly traded companies.
• Cash and cash equivalents of $160 at year-end 2025 are extremely low compared to typical operating capital for companies in manufacturing and distribution, indicating severe liquidity constraints.
• The identified material weaknesses in internal control over financial reporting are a serious concern, contrasting sharply with the robust control environments expected of publicly listed entities.
• The company's revenue of $71,580 in 2025 is minimal for a company with aspirations in multiple international markets (Halal, smartglass, nano-filters), suggesting a very early stage of commercialization or significant underperformance relative to market potential.
• The company's reliance on third-party technology for nano-coated plate filters and lack of proprietary patent technologies for its core products may put it at a disadvantage against competitors with strong R&D and IP portfolios in the electronics and specialized materials industries.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not in compliance with Nasdaq Listing Rule 5250(c)(1) for continued listing due to its failure to timely file its annual report on Form 20-F for the year ended December 31, 2024.
• Received a Staff Determination Letter from Nasdaq on October 30, 2025, to delist the company's securities for the delayed 2024 Form 20-F. A hearing was held on December 2, 2025, and Nasdaq approved continued listing conditioned on filing the report by January 30, 2026.
• Received a Nasdaq notification letter on December 30, 2025, for failing to meet the minimum bid price requirement (below US$1.00 for 30 consecutive business days), with a compliance period until June 29, 2026.
• The Australian Securities and Investments Commission (ASIC) commenced proceedings against the company for failing to lodge annual reports for 2020-2023 and interim reports for 2021-2024. The company was convicted and assessed a penalty of AUD45,387 (approx. USD30,100) in December 2025. All reports were filed with ASIC on October 8, 2025.

Related Party Transactions

• Other receivables in the amount of $1,095,877 in 2025 and 2024 are due from a company in which a former director of the Company is an executive officer.
• Equipment deposits of $14.2 million (2025) and $29.3 million (2024) were paid to a company in which a former director of the Company is an executive officer.
• In November 2023, the company issued a US$15 million convertible promissory note (NSI Note) to Nextglass Solutions, Inc., where a former director of the company is an executive officer. This note was redeemed in September 2025 by assigning equipment deposits of equal value.
• In July 2024, the company issued a US$350,000 convertible promissory note and warrants to Montague Capital Pty Ltd, where the executive director of the company (Con Unerkov) is a director and controller.

Stakeholder Impact

• Shareholders face significant risk of investment loss due to the 'going concern' doubt, accumulated losses, and potential Nasdaq delisting, which could severely impact share price and liquidity.
• Employees may face uncertainty regarding job security and future compensation given the company's financial instability and cost-cutting measures.
• Customers and distributors may experience disruptions or reduced confidence due to the company's financial challenges, limited operating history in new segments, and potential delays in product delivery or service provision.
• Creditors, particularly holders of convertible notes, face risks related to the company's ability to repay debts or convert notes into shares, as evidenced by the redemption of the NSI Note via equipment deposits.
• Suppliers may face delayed payments or reduced orders if the company's liquidity issues persist or worsen, impacting their business relationships.

Next Steps

• Raise additional funds from capital or debt markets in 2026 to roll out full business plans.
• Recruit expertise, staffing, and technical capability for manufacturing operations.
• Continue to develop businesses in switchable glass, nano-coated plate filters, and halal certification/products.
• Review potential acquisitions and strategic partnerships/co-operations to add value and build revenue.
• Implement remediation initiatives to address material weaknesses in internal control over financial reporting during fiscal year 2026.
• Regain compliance with Nasdaq's minimum bid price requirement by June 29, 2026, potentially through a reverse stock split if necessary.
• Arrange an insurance policy for directors and officers in the near future.

Key Dates

Recommendation

The company faces severe financial distress, evidenced by accumulated losses exceeding $54 million, critically low cash reserves ($160), and an explicit 'going concern' warning from its auditors. Compounding these issues are ongoing Nasdaq delisting threats due to both non-compliance with filing requirements and failure to meet minimum bid price standards. The identified material weaknesses in internal controls and the restatement of prior financials indicate significant operational and governance deficiencies. While the company is attempting a strategic pivot, its ability to secure necessary capital and achieve profitability in new, competitive markets is highly uncertain. These factors collectively present an extremely high risk profile, making the stock a strong sell for any seasoned investor or institution.

Keywords

Integrated Media Technology Limited, IMTE, SEC Filing, Form 20-F, Financial Report, Going Concern, Net Loss, Nasdaq Delisting, Halal Products, Switchable Glass, Nano-Coated Filters, Corporate Governance, Risk Factors, Internal Controls, Capital Raise, Share Consolidation, Related Party Transactions, Australia, Malaysia, South Korea