UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| (State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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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.
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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) |
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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 | |
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Exhibit 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
QDM INTERNATIONAL INC.
DOCUMENTS NUMBER P20000021193
Pursuant to Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), this Florida Profit Corporation adopts the following amendments to its Articles of Incorporation:
| 1. | The name of the Corporation is: QDM International Inc. (the “Corporation”). |
| 2. | The Articles of Incorporation of the Corporation were filed with the Secretary of State of the State of Florida on March 10, 2020, as amended by the Articles of Amendment to Articles of Incorporation filed on October 8, 2020, the Articles of Amendment to Articles of Incorporation filed on August 10, 2021, and the Articles of Amendment to the Articles of Incorporation filed on March 29, 2024. |
| 3. | Upon the Effective Time (as defined below), each thirty four (34) shares of common stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) issued and outstanding immediately prior to the Effective Time either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $0.0001 per share. Notwithstanding the immediately preceding sentence, there shall be no fractional shares issued and, in lieu thereof, a holder of Common Stock on the Effective Time who would otherwise be entitled to a fraction of a share as a result of the Reverse Stock Split, following the Effective Time, shall receive a full share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined. |
| 4. | These Articles of Amendment were duly adopted in accordance with Section 607.1001 of the FBCA. The Board of Directors duly adopted resolutions setting forth and declaring advisable these Articles of Amendment and directed that the proposed amendments be considered by the shareholders of the Corporation. The Articles of Amendment were duly approved and adopted by written consent of shareholders holding a majority of the Corporation’s voting power voting as a single class as of the record date pursuant to Section 607.0704 of the FBCA as of July 18, 2025. The number of votes cast for the amendments by the shareholders was sufficient for approval. |
| 5. | These Articles of Amendment shall become effective upon filing with the Secretary of State of the State of Florida. (the “Effective Time”). |
[Signature Page Follows]
IN WITNESS WHEREOF, QDM International Inc. has caused this Articles of Amendment to Articles of Incorporation to be executed by its duly authorized officer as of this 16th day of September, 2025.
| QDM INTERNATIONAL INC. | ||
| By: | /s/ Huihe Zheng | |
| Name: | Huihe Zheng | |
| Title: | President and Chief Executive Officer | |