UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 16, 2021 (August 10, 2021)
QDM International Inc.
(Exact name of registrant as specified in its charter)
| Florida | 000-27251 | 59-3564984 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
Room
715, 7F, The Place Tower C, No. 150 Zunyi Road
Changning District, Shanghai, China |
200051 | |
| (Address of principal executive offices) | (Zip code) |
Registrant's telephone number, including area code: +86 (21) 22183083
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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:
| Title of each class | Trading Symbol(s) |
Name
of each exchange on
which registered |
||
| None | N/A | N/A |
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 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment to Articles of Incorporation
As previously disclosed, on July 2, 2021, the Board of Directors (the "Board") of QDM International Inc., a Florida corporation (the "Company") and Huihe Zheng, the Chairman, President and Chief Executive Officer of the Company and the Company's majority stockholder holding approximately 89.0% of its outstanding voting power as of the July 2, 2021, approved an amendment (the "Articles of Amendment") to the Articles of Incorporation, as amended of the Company (the "Articles of Incorporation") to effect a reverse stock split of the issued and outstanding shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of between one-for-twenty (1:20) and one-for-thirty five (1:35) (the "Reverse Split"), with such ratio and the implementation and timing of such Reverse Split to be determined by the Board in its sole discretion. On August 9, 2021, the Board set the final ratio and approved a one-for-thirty (1:30) Reverse Split of the Company's issued and outstanding shares of Common Stock.
On August 10, 2021, the Company filed the Articles of Amendment with the Secretary of State of Florida, to effect the one-for-thirty (1:30) Reverse Split. The Reverse Split became effective on August 10, 2021 (the "Effective Time"). At the Effective Time, every thirty (30) shares of the Company's issued and outstanding shares of Common Stock (and such shares held in treasury) will automatically be converted into one share of Common Stock, without any change in the par value per share. No fractional shares will be issued in connection with the Reverse Split. Any fractional shares resulting from the Reverse Split will be rounded up to the nearest whole share. The Reverse Split will reduce the number of the Company's issued and outstanding shares of Common Stock from approximately 6.24 million shares to approximately 0.2 million shares. The number of authorized shares of Common Stock will not be affected the Reverse Split. The Company's Common Stock is expected to begin trading on a split-adjusted basis when the Financial Industry Regulatory Authority approves the Reverse Split. The new CUSIP number for the shares of Common Stock following the Reverse Split will be 74738H205.
The summary of the Articles of Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment to Articles of Incorporation of QDM International Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| August 16, 2021 | QDM INTERNATIONAL INC. | ||
| By: | /s/ Huihe Zheng | ||
| Name: | Huihe Zheng | ||
| Title: | President and Chief Executive Officer | ||
3
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
QDM INTERNATIONAL INC.
Pursuant to Section 607.1006 of the Florida Business Corporation Act (the "FBCA"), it is hereby certified that:
| 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 9, 2020. |
| 3. | Upon the filing and effectiveness (the "Effective Time") pursuant to the FBCA of this amendment to the Corporation's Articles of Incorporation, each thirty (30) shares of common stock, par value $0.0001 per share (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 Split"); provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number. 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, subject to the treatment of fractional shares as described above. |
| 4. | This Articles of Amendment shall become effective as of August 10, 2021 at 5 p.m. |
| 5. | This Articles of Amendment were duly adopted in accordance with Section 607.1001 of the FBCA. The Board duly adopted resolutions setting forth and declaring advisable this Articles of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. The Articles of Amendment were duly approved and adopted by written consent of stockholders holding a majority of the Corporation's voting power as of the record date pursuant to Section 607.0704 of the FBCA. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE FOLLOWS]
IN WITNESS WHEREOF, QDM International Inc. has caused this Articles of Amendment of the Articles of Incorporation to be executed by its duly authorized officer as of this 9th day of August, 2021.
| QDM INTERNATIONAL INC. | ||
| By: | /s/ Huihe Zheng | |
| Name: Huihe Zheng | ||
| Title: President and Chief Executive Officer | ||