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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.
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) |
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 |
