Washington, D.C. 20549





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)



File Number)


(IRS Employer

Identification No.)


Room 715, 7F, The Place Tower C, No. 150 Zunyi Road

Changning District, Shanghai, China

(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.







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.


  By: /s/  Huihe Zheng
    Name:   Huihe Zheng
    Title: President and Chief Executive Officer