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.
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