Zhongchao Inc. Announces $5.0 Million Registered Direct Offering

Rhea-AI Summary

Zhongchao (NASDAQ: ZCMD) has entered into a definitive agreement with certain investors for a registered direct offering of an aggregate 4,545,455 Class A ordinary shares, or pre-funded warrants in lieu thereof, at $1.10 per share, for expected gross proceeds of approximately $5.0 million.

The pre-funded warrants will have an exercise price of $0.001 per share. The offering is expected to close on or about July 24, 2026, subject to customary closing conditions. Univest Securities is acting as sole placement agent. The offering uses Zhongchao’s effective Form F-3 shelf registration statement (File No. 333-279667).

Positive

• $5.0 million expected gross proceeds from registered direct offering
• Capital raised via 4,545,455 Class A ordinary shares or pre-funded warrants at $1.10

Negative

• Potential shareholder dilution from issuing up to 4,545,455 new shares or equivalents

News Explained

If completed, Zhongchao would receive about $5.0 million gross while adding shares or near-share-equivalent warrants, reducing existing holders’ ownership percentages.

The transaction is agreed but not closed: if completed with shares, Zhongchao would receive about $5.0 million gross and issue additional Class A shares, reducing existing holders’ percentage ownership; the alternative pre-funded warrants would convert to shares when exercised.

The registered-direct structure is a negotiated sale to selected investors, while the Form F-3 shelf supplies registration capacity but does not itself sell shares; this release describes a specific offering under that shelf.

The warrants have the same purchase price less a $0.001 exercise price, and the sole placement agent’s fee will reduce cash proceeds below the stated gross amount.

The July 24, 2026 expected closing and the final prospectus supplement are the next checks on completion and final terms, subject to customary closing conditions.

Market reaction after registered direct offering: ZCMD -59.67% in the Jul 23 session

-59.67% 2.4x vol

131 alerts

-59.67% Session close to close

+170.2% Peak Tracked

-53.9% Trough Tracked

$4.96M Market Cap

2.4x Rel. Volume

In the Jul 23 session, ZCMD declined 59.67%, reflecting a significant negative market reaction. Argus tracked a peak move of +170.2% during that session. Argus tracked a trough of -53.9% from its starting point during tracking. Our momentum scanner triggered 131 alerts that day, indicating very high trading interest and price volatility. Trading volume was elevated at 2.4x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -59.7% in the session following this news. A prior Zhongchao offering was followed...

Analysis

The stock dropped -59.7% in the session following this news. A prior Zhongchao offering was followed by a -69.09% 24-hour reaction in the tag-specific record. A strong negative response would align with that precedent; high short positioning was an additional sourced volatility risk.

Key Figures

Shares offered: 4,545,455 shares Purchase price: $1.10 per share Pre-funded warrant exercise price: $0.001 per share +4 more

7 metrics

Shares offered 4,545,455 shares Registered direct offering

Purchase price $1.10 per share Registered direct offering

Pre-funded warrant exercise price $0.001 per share Pre-funded warrants

Gross proceeds $5.0 million Expected aggregate proceeds

Expected closing date July 24, 2026 Subject to customary closing conditions

Share par value $0.744 per share Class A Ordinary Shares

Shelf effectiveness date June 24, 2025 Form F-3 shelf registration statement

Previous Offering Reports

1 past event · Latest: May 29 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
May 29	Offering pricing	Negative	-69.1%	A $5 million public offering with units, warrants, and a six-month exercise term.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The tag-specific history contained one offering event, which was followed by a -69.09% 24-hour reaction.

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, form f-3

4 terms

registered direct offering financial

"purchase and sale of an aggregate of 4,545,455 of the Company's Class A Ordinary Shares"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"or pre-funded warrants in lieu thereof"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"being made pursuant to a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"a shelf registration statement on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SHANGHAI, July 23, 2026 /PRNewswire/ -- Zhongchao Inc ("Zhongchao" or the "Company") (NASDAQ: ZCMD), today announced that it has entered into a definitive agreement with certain investors for the purchase and sale of an aggregate of 4,545,455 of the Company's Class A Ordinary Shares, par value $0.744 per share (the "Shares") (or pre-funded warrants in lieu thereof) at a purchase price of $1.10 per share in a registered direct offering. The purchase price for the pre-funded warrants is identical to the purchase price for Shares, less the exercise price of $ 0.001 per share.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $5.0 million. The transaction is expected to close on or about July 24, 2026, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-279667) previously filed by the Company with the U.S. Securities and Exchange Commission ("SEC") and became effective on June 24, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

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.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and in its other filings with the U.S. Securities and Exchange Commission.

For investor and media inquiries, 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-5-0-million-registered-direct-offering-302833334.html

SOURCE Zhongchao Inc.

FAQ

What are the key terms of Zhongchao (NASDAQ: ZCMD) $5.0 million registered direct offering announced July 23, 2026?

Zhongchao agreed to sell 4,545,455 Class A ordinary shares, or pre-funded warrants, at $1.10 per share for expected gross proceeds of about $5.0 million. According to Zhongchao, the transaction is a registered direct offering under its effective Form F-3 shelf registration statement.

How many shares is Zhongchao (ZCMD) issuing and at what price in the July 2026 offering?

Zhongchao plans to sell an aggregate of 4,545,455 Class A ordinary shares, or pre-funded warrants in lieu thereof, at a purchase price of $1.10 per share. According to Zhongchao, this pricing also applies to the pre-funded warrants, adjusted for their $0.001 exercise price.

When is the expected closing date of Zhongchao (ZCMD) 2026 registered direct offering?

The offering is expected to close on or about July 24, 2026, subject to customary closing conditions. According to Zhongchao, the timing may depend on satisfying these standard conditions but reflects their target completion date for the transaction with participating investors.

What role do pre-funded warrants play in Zhongchao (ZCMD) July 2026 capital raise?

Investors may purchase pre-funded warrants instead of shares, with the same $1.10 purchase price minus a $0.001 exercise price per share. According to Zhongchao, these pre-funded warrants are an alternative security in the registered direct offering structure alongside Class A ordinary shares.

Under which SEC registration is Zhongchao (ZCMD) conducting its $5.0 million offering?

The registered direct offering is being made under Zhongchao’s shelf registration statement on Form F-3, File No. 333-279667, which became effective June 24, 2025. According to Zhongchao, a final prospectus supplement will be filed and available on the SEC’s website.

Who is the placement agent for Zhongchao (NASDAQ: ZCMD) July 2026 registered direct offering?

Univest Securities, LLC is acting as the sole placement agent for Zhongchao’s registered direct offering. According to Zhongchao, electronic copies of the final prospectus supplement and accompanying prospectus can be obtained from Univest Securities once available, or accessed directly through the SEC’s website.