Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On October 9, 2024, QDM International Inc., a Florida corporation (the "Company"), entered into a securities subscription agreement (the "Securities Subscription Agreement") with Mr. Huihe Zheng, the Company's Chief Executive Officer, President, and Chairman of the board of directors (the "Board"). Pursuant to the Securities Subscription Agreement, the Company agreed to issue 6,000,000 shares of Series B Preferred Stock, par value $0.0001 per share (the "Series B Shares") to Mr. Zheng at a purchase price of $0.10 per share, and Mr. Zheng agreed to cancel and forgive a portion of the currently outstanding principal amount of the debt owed by the Company to Mr. Zheng, in the amount of US$600,000, which was loaned by Mr. Zheng to the Company providing for its working capital and general corporate expenses.

The description of the Securities Subscription Agreementherein is a summary only and qualified in its entirety by reference to the full text of the Securities Subscription Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.