Current Report Filing (8-k)
February 08 2021 - 1:44PM
Edgar (US Regulatory)
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):
February 8, 2021 (February 5, 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 3.02
|
Unregistered Sale of Equity Securities.
|
On February 5, 2021,
QDM International Inc. (the “Company”) entered into a cooperation agreement (the “Agreement”) with Beijing
HeWuHuiYing Equity Investment Co., Ltd., a limited liability company in China (“HeWuHuiYing”). Pursuant to the Agreement,
HeWuHuiYing has been engaged by the Company to promote the Company’s brand and its insurance products and services in mainland
China, including business development, market research, referral and selection of business partners and clients, customer services
and other related services (collectively, the “Services”).
As compensation for
the Services, the Company agreed to issue to HeWuHuiYing an aggregate of 1,500,000 shares of its common stock, par value $0.0001
per share (the “Compensation Shares”) (subject to equitable adjustment for stock splits, stock dividends, combinations,
recapitalizations and the like, including to account for any equity securities into which such shares are exchanged or converted);
provided, however, HeWuHuiYing shall only be entitled to (i) 50% of the Compensation Shares if the Company achieves a revenue of
at least US$4 million for the fiscal year ending March 31, 2022; and (ii) the remaining 50% of the Compensation Shares if the Company
achieves a revenue of at least US$6 million for the fiscal year ending March 31, 2023. The determination of whether or not the
performance targets are achieved shall be based on the Company’s audited financial statements for the applicable period.
The foregoing performance targets shall be met on an all-or-nothing basis, and there shall be no partial issuance. Upon satisfaction
of the performance targets, the applicable portion of the Compensation Shares shall be issued to HeWuHuiYing in four equal installments
on a quarterly basis beginning on the date of determination that the applicable target is met.
The issuance of the
Compensation Shares will be in reliance upon an exemption from the registration requirements of the Securities Act pursuant to
Section 4(a)(2) thereof.
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.
February 8, 2021
|
QDM INTERNATIONAL INC.
|
|
|
|
|
|
By:
|
/s/ Huihe Zheng
|
|
|
Name:
|
Huihe Zheng
|
|
|
Title:
|
President and Chief Executive Officer
|
QDM (QB) (USOTC:QDMI)
Historical Stock Chart
From Aug 2024 to Sep 2024
QDM (QB) (USOTC:QDMI)
Historical Stock Chart
From Sep 2023 to Sep 2024