UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September ~~November 4~~16, ~~2024~~2025

QDM International Inc.

(Exact name of registrant as specified in its charter)

Florida		001-27251		59-3564984
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Room 1030B, 10/F, Ocean Centre, Harbour City,

5 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong

+ 852 34886893

(Address and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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: None.

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.~~02.~~03 ~~Departure~~Amendment ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers.~~Year

~~Resignation~~On September 16, 2025, QDM International Inc. (the “Company”) filed an Articles of ~~Jun~~Amendment Duto the Articles of Incorporation, as ~~Director~~amended, of the Company (the “Amendment”) with the Florida Department of State to effect a reverse stock split of its issued and outstanding shares of common stock at a ratio of one (1) for thirty four (34) (the “Reverse Stock Split”), which became effective upon the filing of the Amendment with the Florida Department of State. The foregoing amendment was approved by the Company’s board of directors and shareholders holding approximately 93.6% of the voting power of the Company.

OnAs ~~November~~a 4,result ~~2024~~of the Reverse Stock Split, ~~Jun~~each Duthirty-four ~~tendered~~(34) ~~her~~shares ~~resignation~~of asthe acommon ~~Class~~stock ~~III~~issued ~~director~~and ofoutstanding ~~QDM~~prior ~~International~~to ~~Inc.~~the Reverse Stock Split were combined into one (1) share of the ~~“Company”)~~common stock, ~~effective~~and ~~immediately.~~the Mstotal number of issued and outstanding shares of common stock decreased from 291,563,930 shares to 8,575,410 shares. DuThe Reverse Stock Split had no impact on the Company’s ~~resignation~~ ~~was~~issued ~~for~~and ~~personal~~outstanding ~~reasons~~shares of preferred stock other than that the conversion rate and ~~was~~voting ~~not~~rights ~~due~~of toour ~~any~~Series ~~disagreement~~C ~~with~~convertible preferred stock (the ~~Company~~“Series C Preferred Stock”) will be proportionately adjusted.

~~Appointment~~On ofSeptember ~~Fawn~~18, ~~Ren~~2024, asthe ~~Director~~Reverse ofStock Split was announced by the Financial Industry Regulatory Authority with an effective date on September 19, 2025. The Company’s trading symbol will be “QDMID” for 20 trading days, including the effective date, after which it will revert to “QDMI.” The new CUSIP number for the Company’s common stock following the Reverse Stock Split is 74738H403.

ToThe ~~fill~~description of the ~~vacancy~~Amendment ~~created~~herein is qualified in its entirety by ~~Ms.~~reference ~~Du’s~~to ~~resignation,~~ the ~~board~~full oftext ~~directors~~ of the ~~Company~~Amendment, ~~(the~~a ~~“Board”)~~copy ~~appointed~~of ~~Ms.~~which ~~Fawn~~is ~~Ren~~attached to ~~serve~~this asCurrent aReport ~~Class~~on ~~III~~Form ~~director~~8-K ofas ~~the Board,~~Exhibit ~~effective~~3.1 asand ofincorporated ~~November~~herein 6,by ~~2024~~reference.

~~Fawn~~Item ~~Ren, age 50, has more than 13 years’ experience in business consulting, management and financial services~~8.01 ~~Since~~Other ~~September 2021, Ms~~Events. Ren has served as a Senior Manager at international client services group at PwC Cyprus, a regional member firm of PricewaterhouseCoopers International Limited, a global professional service group. From September 2018 to August 2021, Ms. Ren served as a Manager at private wealth group at PwC Cyprus. From December 2014 to August 2018, Ms. Ren was a Senior Associate I and II with private wealth group and assurance group at PwC Cyprus. From August 2011 to November 2014, Ms. Ren was an Associate with assurance and asset management group at PwC Boston. Ms. Ren holds a bachelor’s degree in Economics from University of Iowa and a Master’s degree in Accounting from Bentley University.

~~Ms.~~On ~~Ren~~September is22, ~~entitled~~2025, toMr. anHuihe ~~annual~~Zheng, ~~compensation~~converted 531,886 shares of ~~$12,000~~Series asC aPreferred ~~director~~Stock ~~pursuant~~into to58,507 ~~the~~shares ~~director~~of ~~offer~~common ~~letter~~stock, ~~dated~~at asan ofadjusted ~~November~~conversion 6,rate ~~2024,~~of a0.11 ~~copy~~for of1. ~~which~~After isthe ~~filed~~conversion, no ~~hereto~~shares asof ~~Exhibit~~Series ~~10.1 and~~C ~~incorporated~~Preferred byStock ~~reference~~are ~~herein~~issued and outstanding.

~~Ms.~~ Ren has no family relationships with any director or executive officer of the Company. There are no transactions between the Company and Ms. Ren that will be required to be reported pursuant to Item 404(a) of Regulation S-K. To the knowledge of the Company, there is no understanding or arrangement between Ms. Ren and any other person pursuant to which she was appointed as the Company’s director.1

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
10.1		Director Offer Letter, dated as of November 6, 2024, by and between the Company and Fawn Ren
3.1		Articles of Amendment to Articles of Incorporation of QDM International, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: ~~November~~September 722, ~~2024~~2025

	QDM INTERNATIONAL INC.

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

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