Zhongchao Inc. Announces 1-for-8 Share Consolidation

Rhea-AI Summary

Zhongchao (NASDAQ: ZCMD) will complete a 1-for-8 share consolidation effective with market open on March 2, 2026, and will retain the ticker ZCMD under a new CUSIP G9897X123.

Every eight Class A or Class B ordinary shares will be consolidated into one share; pre-consolidation outstanding shares were 25,754,124 Class A and 4,999,772 Class B, resulting in approximately 3,219,267 Class A and 624,972 Class B shares post-consolidation, subject to fractional-share rounding. The consolidation aims to regain compliance with Nasdaq Rule 5550(a)(2). The action was approved by shareholders and the board on February 10, 2026.

Positive

• Aims to regain compliance with Nasdaq Rule 5550(a)(2)
• Reduces share count to approximately 3.2 million Class A shares

Negative

• Potential for reduced trading liquidity after share count reduction
• Fractional-share rounding may slightly alter individual ownership percentages

Key Figures

Share consolidation ratio: 1-for-8 Pre-consolidation Class A: 25,754,124 shares Pre-consolidation Class B: 4,999,772 shares +5 more

8 metrics

Share consolidation ratio 1-for-8 Ordinary share consolidation for Class A and Class B

Pre-consolidation Class A 25,754,124 shares Issued and outstanding immediately prior to consolidation

Pre-consolidation Class B 4,999,772 shares Issued and outstanding immediately prior to consolidation

Post-consolidation Class A 3,219,267 shares Approximate issued and outstanding after consolidation

Post-consolidation Class B 624,972 shares Approximate issued and outstanding after consolidation

Pre-consolidation par value US$0.001 Par value per Class A and Class B ordinary share before consolidation

Post-consolidation par value US$0.008 Par value per Class A and Class B ordinary share after consolidation

Consolidation effective trading date March 2, 2026 First trading day on a post-consolidation basis on Nasdaq Capital Market

Market Reality Check

Price: $0.2396 Vol: Volume 153,267 vs 20-day ...

low vol

$0.2396 Last Close

Volume Volume 153,267 vs 20-day average 4,597,222 (relative volume 0.03). low

Technical Price 0.2396 trades below 200-day MA 0.84, far under 52-week high 1.59 and above 52-week low 0.1843.

Peers on Argus

Pre-news scanner data flags broader sector dynamics: 3 peers moving down (median...

2 Up 3 Down

Pre-news scanner data flags broader sector dynamics: 3 peers moving down (median about -3.3%) and 2 up. Target direction registered as down, while names like HCTI and VSEE were up and MGRX, ONMD, ACON were down, indicating mixed but sector-wide activity.

Market Pulse Summary

This announcement details a 1-for-8 share consolidation effective on March 2, 2026, reducing Class A...

Analysis

This announcement details a 1-for-8 share consolidation effective on March 2, 2026, reducing Class A shares from 25,754,124 to about 3,219,267 and Class B from 4,999,772 to about 624,972, with par value rising from US$0.001 to US$0.008. The stated goal is to regain compliance with Nasdaq’s minimum bid rule. Investors may monitor future disclosures for how this revised capital structure interacts with past governance and capital-authority changes.

Key Terms

share consolidation, par value, nasdaq capital market, cusip, +1 more

5 terms

share consolidation financial

"today announced that the Company will effectuate a 1-for-8 share consolidation"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

par value financial

"ordinary shares of US$0.001 par value each (the "Share Consolidation")"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

nasdaq capital market regulatory

"will begin trading on a post-Share Consolidation basis on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

cusip financial

"under the same symbol "ZCMD", but under a new CUSIP number of G9897X123"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

nasdaq marketplace rule 5550(a)(2) regulatory

"to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2)"

Nasdaq Marketplace Rule 5550(a)(2) sets a minimum share price requirement for companies listed on the Nasdaq Capital Market, typically requiring that a company’s common stock maintain a closing bid of at least $1.00 per share. It matters to investors because failure to meet this threshold can trigger a delisting review, which is similar to failing a safety inspection: the stock may be removed from the exchange or force corporate actions (like a reverse split) that change liquidity, visibility, and how easy it is to buy or sell the shares.

AI-generated analysis. Not financial advice.

SHANGHAI, Feb. 26, 2026 /PRNewswire/ -- Zhongchao Inc. (NASDAQ: ZCMD) ("Zhongchao" or the "Company"), a platform-based internet technology company offering services for patients with cancer and other major diseases, today announced that the Company will effectuate a 1-for-8 share consolidation of the Company's ordinary shares of US$0.001 par value each (the "Share Consolidation").

Beginning with the opening of trading on March 2, 2026, the Company's Class A ordinary shares will begin trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol "ZCMD", but under a new CUSIP number of G9897X123. The objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.

Upon the effectiveness of the Share Consolidation, every eight (8) Class A ordinary shares with a par value of US$0.001 each will be consolidated into one (1) Class A ordinary share with a par value of US$0.008 each, and every eight (8) Class B ordinary shares with a par value of US$0.001 each will be consolidated into one (1) Class B ordinary share with a par value of US$0.008 each. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. Immediately prior to the Share Consolidation, the Company has a total of 25,754,124 Class A ordinary shares and 4,999,772 Class B ordinary shares issued and outstanding, respectively. As a result of the Share Consolidation, the Company will have approximately 3,219,267 Class A ordinary shares and 624,972 Class B ordinary shares issued and outstanding, respectively, subject to the rounding up of any fractional shares. The Share Consolidation affects all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's outstanding ordinary shares, except for adjustments that may result from the treatment of fractional shares. The Share Consolidation was approved by the Company's shareholders and board of directors on February 10, 2026.

About Zhongchao Inc.

Zhongchao Inc. is an offshore holding company incorporated in the Cayman Islands. It consolidates the financial results of a variable interest entity, Zhongchao Medical Technology (Shanghai) Limited, and its subsidiaries (the "PRC operating entities") through a series of contractual arrangements. Zhongchao Inc. is a platform-based internet technology company offering services to patients with oncology and other major diseases. The PRC operating entities provide online healthcare information, professional training and educational services to healthcare professionals under their "MDMOOC" platform (www.mdmooc.org), offer patient management services in the professional field of tumor and rare diseases through Zhongxin, offer internet healthcare services through Zhixun Internet Hospital and operate an online information platform, Sunshine Health Forums, to general public. More information about the Company can be found at its investor relations website at http://izcmd.com.

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company's goals and strategies; the Company's future business development; product and service demand and acceptance; changes in technology; economic conditions; the growth of the professional training and educational services market in China and the other international markets the Company plans to serve; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the international markets the Company plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof.

For more information, please contact:

At the Company: Pei Xu, CFO
Email: xupei@mdmooc.org
Phone: +86 13901629242

Investor Relations: Sherry Zheng
WAVECREST GROUP INC.
Phone: +1 718-213-7386
Email: sherry@wavecrestipo.com 

View original content:https://www.prnewswire.com/news-releases/zhongchao-inc-announces-1-for-8-share-consolidation-302697897.html

SOURCE Zhongchao Inc.

FAQ

What is the 1-for-8 share consolidation for Zhongchao (ZCMD) and when is it effective?

The consolidation converts every eight shares into one share and takes effect March 2, 2026. According to the company, trading will begin on a post-consolidation basis on March 2, 2026 with a new CUSIP G9897X123 while retaining the ticker ZCMD.

How many Zhongchao (ZCMD) shares will be outstanding after the 1-for-8 consolidation?

Post-consolidation outstanding shares will be approximately 3,219,267 Class A and 624,972 Class B. According to the company, those figures reflect the pre-consolidation counts after rounding adjustments for fractional shares.

Why is Zhongchao (ZCMD) performing a 1-for-8 reverse split?

The company says the objective is to regain compliance with Nasdaq Marketplace Rule 5550(a)(2). According to the company, the share consolidation is intended to maintain the company's listing on the Nasdaq Capital Market.

Will Zhongchao shareholders keep the same ownership percentage after the 1-for-8 consolidation?

Shareholders’ percentage interests remain unchanged except for rounding adjustments for fractional shares. According to the company, the consolidation affects all shareholders uniformly and does not alter percentage interests except for fractional-share treatment.

Will Zhongchao (ZCMD) change its ticker or CUSIP after the consolidation?

The ticker will remain ZCMD, but the CUSIP will change to G9897X123. According to the company, trading will continue under the same symbol on the Nasdaq Capital Market with the new CUSIP.

How will fractional shares be handled in Zhongchao's 1-for-8 consolidation?

No fractional shares will be issued; fractional amounts will be rounded up to the next whole share. According to the company, any fractional shares resulting from the consolidation will be rounded up rather than paid out or cancelled.