QDM International (NASDAQ: QDMI) trims share count with 1-for-34 reverse split

Rhea-AI Filing Summary

QDM International Inc. approved and implemented a reverse stock split of its common stock at a ratio of one-for-thirty-four. Each thirty-four previously issued and outstanding common shares were combined into one share, reducing the total issued and outstanding common stock from 291,563,930 shares to 8,575,410 shares. The amendment to the Articles of Incorporation effecting this change was approved by the board of directors and shareholders holding approximately 93.6% of the Company’s voting power and became effective upon filing with the Florida Department of State.

FINRA announced the reverse split with an effective date of September 19, 2025. The trading symbol will change to “QDMID” for 20 trading days, including the effective date, and then revert to “QDMI,” and the post-split common stock will trade under CUSIP 74738H403. The reverse split did not change the number of preferred shares outstanding but proportionately adjusted the conversion rate and voting rights of the Series C convertible preferred stock. Subsequently, on September 22, 2025, Huihe Zheng converted 531,886 Series C preferred shares into 58,507 common shares at an adjusted 0.11-for-1 rate, after which no Series C preferred shares remained outstanding.

Insights

Capital structure and corporate actions analyst

QDM consolidates its share count and eliminates Series C preferred stock.

The company executed a one-for-thirty-four reverse stock split, cutting issued and outstanding common shares from 291,563,930 to 8,575,410. This type of action mainly restructures the share base and can influence the market price per share without changing the company’s total equity value by itself. The move was formally authorized by the board and shareholders holding approximately 93.6% of voting power, indicating broad internal support.

The filing notes that the reverse split required proportional adjustments to the conversion rate and voting rights of the Series C convertible preferred stock. Shortly afterward, 531,886 Series C preferred shares held by Huihe Zheng were converted into 58,507 common shares at an adjusted 0.11-for-1 rate, leaving no Series C preferred shares outstanding. This simplifies the capital structure by removing a preferred class and clarifies the equity stack going forward.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2025

QDM International Inc.

(Exact name of registrant as specified in its charter)

Florida		001-27251		59-3564984
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Room 1030B, 10/F, Ocean Centre, Harbour City,

5 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong

+ 852 34886893

(Address and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 16, 2025, QDM International Inc. (the “Company”) filed an Articles of Amendment to the Articles of Incorporation, as amended, of the Company (the “Amendment”) with the Florida Department of State to effect a reverse stock split of its issued and outstanding shares of common stock at a ratio of one (1) for thirty four (34) (the “Reverse Stock Split”), which became effective upon the filing of the Amendment with the Florida Department of State. The foregoing amendment was approved by the Company’s board of directors and shareholders holding approximately 93.6% of the voting power of the Company.

As a result of the Reverse Stock Split, each thirty-four (34) shares of the common stock issued and outstanding prior to the Reverse Stock Split were combined into one (1) share of the common stock, and the total number of issued and outstanding shares of common stock decreased from 291,563,930 shares to 8,575,410 shares. The Reverse Stock Split had no impact on the Company’s issued and outstanding shares of preferred stock other than that the conversion rate and voting rights of our Series C convertible preferred stock (the “Series C Preferred Stock”) will be proportionately adjusted.

On September 18, 2024, the Reverse Stock Split was announced by the Financial Industry Regulatory Authority with an effective date on September 19, 2025. The Company’s trading symbol will be “QDMID” for 20 trading days, including the effective date, after which it will revert to “QDMI.” The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 74738H403.

The description of the Amendment herein is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events.

On September 22, 2025, Mr. Huihe Zheng, converted 531,886 shares of Series C Preferred Stock into 58,507 shares of common stock, at an adjusted conversion rate of 0.11 for 1. After the conversion, no shares of Series C Preferred Stock are issued and outstanding.

1

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
3.1		Articles of Amendment to Articles of Incorporation of QDM International, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 22, 2025

	QDM INTERNATIONAL INC.
	By:	/s/ Huihe Zheng
	Name:	Huihe Zheng
	Title:	Chief Executive Officer

3

FAQ

What corporate action did QDM International Inc. (QDMI) disclose in this 8-K?

QDM International Inc. disclosed that it effected a reverse stock split of its common stock at a ratio of one-for-thirty-four, combining each thirty-four issued and outstanding common shares into one share.

How did the reverse stock split affect QDM International Inc.'s outstanding common shares?

After the reverse stock split, QDM’s issued and outstanding common shares decreased from 291,563,930 to 8,575,410 shares, reflecting the one-for-thirty-four consolidation of its common stock.

Who approved the reverse stock split for QDM International Inc. (QDMI)?

The reverse stock split was approved by QDM International Inc.’s board of directors and by shareholders holding approximately 93.6% of the Company’s voting power before the amendment was filed with the Florida Department of State.

How will QDM International Inc.’s trading symbol and CUSIP change after the reverse split?

Following the reverse split, the trading symbol will be “QDMID” for 20 trading days, including the effective date, and then revert to “QDMI.” The post-split common stock will trade under new CUSIP 74738H403.

What happened to QDM International Inc.’s Series C preferred stock in this filing?

The reverse split did not change the number of preferred shares but proportionately adjusted the Series C preferred conversion rate and voting rights. On September 22, 2025, 531,886 Series C preferred shares held by Huihe Zheng were converted into 58,507 common shares at a 0.11-for-1 rate, leaving no Series C preferred shares outstanding.

Did the reverse stock split affect QDM International Inc.’s preferred stock other than Series C adjustments?

The company stated that the reverse stock split had no impact on its issued and outstanding preferred stock, except that the conversion rate and voting rights of the Series C convertible preferred stock would be proportionately adjusted.