QDM International : Certificate of Incorporation/Bylaws - Form 8-K

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 28, 2024, QDM International Inc. (the "Company") filed an Articles of Amendment to Articles of Incorporation of the Company (the "Amendment") with the Florida Department of State to (i) increase its authorized shares of common stock, par value $0.0001 per share, from 200,000,000 shares to 700,000,000 shares and its authorized shares of preferred stock, par value $0.0001 per share, from 5,000,000 shares to 30,000,000 shares; and (ii) effect a forward split of its issued and outstanding shares of common stock at a ratio of 10-for-1 (the "Forward Stock Split"), which became effective as of April 5, 2024. The foregoing amendments were approved by the Company's board of directors and shareholders holding approximately 60.9% of the voting power of the Company.

As a result of the Forward Stock Split, each issued and outstanding share of the Company's common stock prior to the effective time of the Forward Stock Spilt are split into ten shares of common stock and the total number of issued and outstanding shares of common stock increases from 29,156,393 shares to 291,563,930 shares. The Forward Stock Split has no impact on the Company's issued and outstanding shares of preferred stock other than that the conversion rate and voting rights of our Series C Convertible Preferred Stock will be proportionately adjusted.

On April 4, 2024, the Forward Stock Split was approved and announced by the Financial Industry Regulatory Authority with an effective date on April 5, 2024 at 9:00 a.m. The Company's trading symbol will remain "QDMI". The new CUSIP number for the Company's common stock following the Forward Stock Split is 74738H304.

The description of the Amendment herein is 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.