QDM International Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

QDM International Inc. filed an 8-K detailing a new material agreement, equity sales, and corporate changes.

AI Summary

QDM International Inc. entered into a Material Definitive Agreement on October 4, 2024. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• QDM International Inc. (company) — Filer
• 24/7 Kid Doc, Inc. (company) — Former Company Name
• DALE JARRETT RACING ADVENTURE INC (company) — Former Company Name
• JARRETT FAVRE DRIVING ADVENTURE INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — of Series B Preferred Stock, par value $0.0001 per share (the "Series B Shares") to Mr
• $0.10 — s") to Mr. Zheng at a purchase price of $0.10 per share, and Mr. Zheng agreed to canc
• $600,000 — ompany to Mr. Zheng, in the amount of US$600,000, which was loaned by Mr. Zheng to the C

Filing Documents

• ea0217121-8k_qdminter.htm (8-K) — 25KB
• ea021712101ex3-1_qdminter.htm (EX-3.1) — 6KB
• ea021712101ex10-1_qdminter.htm (EX-10.1) — 39KB
• 0001213900-24-086893.txt ( ) — 252KB
• qdmi-20241004.xsd (EX-101.SCH) — 3KB
• qdmi-20241004_lab.xml (EX-101.LAB) — 33KB
• qdmi-20241004_pre.xml (EX-101.PRE) — 22KB
• ea0217121-8k_qdminter_htm.xml (XML) — 4KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement . On October 9, 2024, QDM International Inc., a Florida corporation (the "Company"), entered into a securities subscription agreement (the "Securities Subscription Agreement") with Mr. Huihe Zheng, the Company's Chief Executive Officer, President, and Chairman of the board of directors (the "Board"). Pursuant to the Securities Subscription Agreement, the Company agreed to issue 6,000,000 shares of Series B Preferred Stock, par value $0.0001 per share (the "Series B Shares") to Mr. Zheng at a purchase price of $0.10 per share, and Mr. Zheng agreed to cancel and forgive a portion of the currently outstanding principal amount of the debt owed by the Company to Mr. Zheng, in the amount of US$600,000, which was loaned by Mr. Zheng to the Company providing for its working capital and general corporate expenses. The description of the Securities Subscription Agreement herein is a summary only and qualified in its entirety by reference to the full text of the Securities Subscription Agreement , a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. The issuance of the Series B Shares was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

03 Amendment to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year On October 4, 2024, the Company filed an Articles of Amendment to Articles of Incorporation of the Company (the "Amendment") with the Florida Division of Corporation to increase the Company's authorized number of Series B Shares from 2,000,000 shares to 10,000,000 shares. Each Series B Share has a voting right equal to 100 shares of common stock of the Company, and Series B Share is not convertible into common stock, is not entitled to any dividend, and does not have redemption rights. The Amendment was approved by the Board, in accordance with the Company's Articles of Incorporation and the Florida Business Corporation Act. The description of the Amendment herein is a summary only and 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.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. Exhibit No. Description 3.1 Articles of Amendment to Articles of Incorporation of QDM International Inc. 10.1 Securities Subscription Agreement, dated October 9, 2024, by and between the Company and Huihe Zheng 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

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: October 10, 2024 QDM INTERNATIONAL INC. By: /s/ Huihe Zheng Name: Huihe Zheng Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR