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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):
October 4, 2024
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 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 Agreement herein 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.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above under Item 1.01,
to the extent applicable, is hereby incorporated by reference herein. The issuance of the Series B Shares was made in reliance on the
exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On
October 4, 2024, the Company filed an Articles of Amendment to
Articles of Incorporation of the Company (the “Amendment”) with the Florida Division of Corporation to increase the
Company’s authorized number of Series B Shares from 2,000,000 shares to 10,000,000 shares. Each Series B Share has a voting
right equal to 100 shares of common stock of the Company, and Series B Share is not convertible into common stock, is not entitled
to any dividend, and does not have redemption rights. The Amendment was approved by the Board, in accordance with the
Company’s Articles of Incorporation and the Florida Business Corporation Act.
The description of the Amendment herein is a summary
only and 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.
Item 9.01 Financial Statement and Exhibits.
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: October 10, 2024
| |
QDM INTERNATIONAL INC. |
| |
|
|
| |
By: |
/s/ Huihe Zheng |
| |
Name: |
Huihe Zheng |
| |
Title: |
Chief Executive Officer |
2
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION OF
QDM INTERNATIONAL INC.
DOCUMENT NUMBER P20000021193
Pursuant to Section 607.1006 of the Florida Business Corporation
Act (the “FBCA”), this Florida Profit Corporation adopts the following amendments to its Articles of Incorporation:
| 1. | The name of the Corporation is: QDM International Inc. (the
“Corporation”). |
| 2. | The Articles of Incorporation of the Corporation were filed
with the Secretary of State of the State of Florida on March 10, 2020, as amended by the Articles of Amendment to Articles of Incorporation
filed on October 8, 2020, the Articles of Amendment to Articles of Incorporation filed on August 10, 2021, and the Articles of Amendment
to Articles of Incorporation filed on March 28, 2024. |
| 3. | The Corporation is currently authorized to issue Thirty Million
(30,000,000) shares of Preferred Stock, par value $0.0001 per share, of which One Million (2,000,000) shares have been designated as
Series A Preferred Stock, Two Million (2,000,000) shares as Series B Preferred Stock and Nine Hundred Thousand (900,000) shares as Series
C Convertible Preferred Stock. |
| 4. | Upon the effectiveness of these Articles of Amendment pursuant
to the FBCA, the total number of shares of Series B Preferred Stock which this Corporation shall have authority to issue is increased
to Ten Million (10,000,000) shares. |
| 5. | These Articles of Amendment were duly adopted by the Board of
Directors on October 3rd, 2024 in accordance with Sections 607.1001 and 607.0602 of the FBCA without shareholder action and shareholder
action was not required. |
IN WITNESS WHEREOF,
QDM International Inc. has caused these Articles of Amendment to Articles of Incorporation to be executed by its duly authorized officer
as of this 4th day of October 2024.
| |
QDM INTERNATIONAL INC. |
| |
|
| |
/s/ Huihe Zheng |
| |
Name: |
Huihe Zheng |
| |
Title: |
President and Chief Executive Officer |
Exhibit 10.1
QDM International Inc.
Room 1030B, 10/F, Ocean Centre, Harbour City,
5 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong
October 9, 2024
Huihe Zheng
Room 1030B, 10/F,
Ocean Centre, Harbour City,
5 Canton Road, Tsim Sha Tsui
Kowloon, Hong Kong
| |
RE: |
Securities Subscription Agreement (the “Agreement”) |
Dear Mr. Zheng:
QDM International Inc., a
Florida corporation (the “Company”), is pleased to accept the offer you(the “Subscriber”), the Chief
Executive Officer, President and Chairman of the board of directors of the Company, has made to subscribe for 6,000,000 shares of Series
B preferred stock of the Company, US$0.0001 par value per share (the “Series B Shares”) in exchange for the cancellation
of the Debt (as defined below). The terms on which the Company is willing to issue the Series B Shares to the Subscriber, and the Company
and the Subscriber’s agreements regarding such Series B Shares, are as follows:
1. Subscription for Series B Shares.
1.1 The Company and the
Subscriber acknowledge that the Company owes to the Subscriber an aggregate amount of $1,412,277 as of the date hereof, which
amount was loaned by the Subscriber to the Company for purposes of providing for the Company’s working capital and general
corporate expenses.
1.2 In consideration of the
Subscriber’s agreement to cancel a portion of the currently outstanding principal amount of the debt owed by the Company to the
Subscriber, in the amount of US$600,000 (the “Debt”), the Company hereby agrees to issue, and the Subscriber agrees
to receive, 6,000,000 Series B Shares of the Company, at a purchase price of $0.10 per Series B Share, to the Subscriber in book entry,
on the terms and subject to the conditions set forth in this Agreement. The Subscriber hereby agrees to cancel, and by execution of the
agreement does hereby cancel and forgive the Debt. The Company shall reflect such issuance of 6,000,000 Series B Shares to the Subscriber
in its books and records accordingly. The parties hereto hereby further acknowledge and agree that the issuance of 6,000,000 Series B
Shares shall fully satisfy all of the Company’s obligations to the Subscriber under the Debt and that, immediately following such
issuance, the Debt and all obligations set forth therein and herein shall be deemed repaid in full and the Debt and all such obligations
shall be terminated in their entirety.
2. Representations, Warranties and Agreements.
2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Series B Shares to the Subscriber, the Subscriber hereby
represents and warrants to the Company and agrees with the Company as follows:
2.1.1 No Government Recommendation
or Approval. The Subscriber understands that no government agency has passed upon or made any recommendation or endorsement of the
offering of the Series B Shares.
2.1.2 No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby
do not violate, conflict with or constitute a default under (i) the organizational documents of the Subscriber, (ii) any agreement, indenture
or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or
any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3 Authority. Upon
execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).
2.1.4 Experience, Financial
Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits
of the investment in the Series B Shares and (ii) able to bear the economic risk of his investment in the Series B Shares for an indefinite
period of time because the Series B Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration
is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect
its own interests. The Subscriber must bear the economic risk of this investment until the Series B Shares are sold pursuant to: (i) an
effective registration statement under the Securities Act or (ii) an exemption from registration available with respect to such sale.
The Subscriber is able to bear the economic risks of an investment in the Series B Shares and to afford a complete loss of the Subscriber’s
investment in the Series B Shares.
2.1.5 Access to Information;
Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and
receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business
and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained.
In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding
of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant
to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations
which were not furnished pursuant to this Section 2 and the Subscriber has not relied on any other representations or information in making
his investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2.1.6 Private Offering.
The Subscriber acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption pursuant to Section
4(a)(2) of the Securities Act.
2.1.7 Investment Purposes.
The Subscriber is subscribing the Series B Shares solely for investment purposes, for the Subscriber’s own account and not for the
account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not
decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under
the Securities Act.
2.1.8 Restrictions on Transfer.
The Subscriber understands the Series B Shares are being offered in a transaction not involving a public offering within the meaning of
the Securities Act. The Subscriber understands the Series B Shares will be “restricted securities” within the meaning of Rule
144(a)(3) under the Securities Act and the Subscriber understands that the certificates or book-entries representing the Series B Shares
will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer
the Series B Shares, such Series B Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration
under the Securities Act, or (ii) an available exemption from registration. The Subscriber agrees that if any transfer of its Series B
Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to
deliver to the Company an opinion of counsel satisfactory to the Company, subject to the terms and conditions of the Company’s Articles
of Incorporation, as amended (the “Charter”) and bylaw, as amended (the “Bylaws”). Absent registration
or an exemption, the Subscriber agrees not to resell the Series B Shares.
2.1.9 No Governmental Consents.
No governmental, administrative or other third-party consents or approvals are required, necessary or appropriate on the part of the Subscriber
in connection with the transactions contemplated by this Agreement.
2.2 Company’s Representations,
Warranties and Agreements. To induce the Subscriber to subscribe the Series B Shares, the Company hereby represents and warrants to
the Subscriber and agrees with the Subscriber as follows:
2.2.1 Incorporation and
Corporate Power. The Company is a Florida corporation and is qualified to do business in every jurisdiction in which the failure to
so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the
Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this
Agreement.
2.2.2 No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby
do not violate, conflict with or constitute a default under (i) the Charter, (ii) the Bylaws, (iii) any agreement, indenture or instrument
to which the Company is a party or (iv) any law, statute, rule or regulation to which the Company is subject, or any agreement, order,
judgment or decree to which the Company is subject.
2.2.3 Title to Shares.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Charter, the Series B Shares will be duly and validly
issued as fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Charter, the
Subscriber will have or receive good title to the Series B Shares, free and clear of all liens, claims and encumbrances of any kind, other
than (a) transfer restrictions hereunder and under the other agreements to which the Series B Shares may be subject, (b) transfer restrictions
under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4 No Adverse Actions.
There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain,
enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity
or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.
3. Restrictions on Transfer.
3.1 Securities Law Restrictions.
The Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Series B Shares unless,
prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with
respect to the Series B Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel
reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under
the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities
laws.
3.2 Restrictive Legends.
All certificates representing the Series B Shares shall have endorsed thereon following two legends substantially as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE HELD BY A PERSON WHO MAY BE DEEMED TO BE AN AFFILIATE OF THE ISSUER AS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE RESALE REGISTRATION STATEMENT
UNDER THE ACT OR AN EXEMPTION THEREFROM AS EVIDENCED BY AN OPINION OF COUNSEL TO THE TRANSFEROR OR THE ISSUER TO SUCH EFFECT, THE SUBSTANCE
OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE ISSUER.
4. Other Agreements.
4.1 Further Assurances.
The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out
the intent of this Agreement.
4.2 Notices. All notices,
statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or
sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated
in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed
to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if
sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after
mailing if sent by mail.
4.3 Entire Agreement.
This Agreement embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof.
4.4 Modifications and Amendments.
The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.
4.5 Waivers and Consents.
The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver
or consent.
4.6 Assignment. The
rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other
party.
4.7 Benefit. All statements,
representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the
benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create
any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this
Agreement.
4.8 Governing Law.
This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws
of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles
thereof.
4.9 Severability. In
the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement
shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems
it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect.
4.10 No Waiver of Rights,
Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course
of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial
exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce
any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right,
power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue
other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving
such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights
of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
4.11 Survival of Representations
and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate
or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on
behalf of the parties.
4.12 No Broker or Finder.
Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its
behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other.
Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation
by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear
the cost of legal expenses incurred in defending against any such claim.
4.13 Headings and Captions.
The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify
or affect the meaning or construction of any of the terms or provisions hereof.
4.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form
of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such signature page were an original thereof.
4.15 Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will
be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar
import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend
that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached
any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty
or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached
will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.
4.16 Mutual Drafting.
This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.
5. Indemnification.
Each party shall indemnify
the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s
breach of any representation, warranty, covenant or agreement in this Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
| |
Very truly yours, |
| |
|
| |
QDM International Inc. |
|
|
|
| |
By: |
/s/ Wei Li |
| |
|
Name: |
Wei Li |
| |
|
Title: |
Chief Financial Officer |
| |
Accepted and agreed to |
| |
“Subscriber” |
| |
|
| |
|
/s/ Huihe Zheng |
| |
|
Name: |
Huihe Zheng |
v3.24.3
Cover
|
Oct. 04, 2024 |
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| Entity Registrant Name |
QDM International Inc.
|
| Entity Central Index Key |
0001094032
|
| Entity Tax Identification Number |
59-3564984
|
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| Namespace Prefix: |
dei_ |
| Data Type: |
dei:countryCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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