Zhongchao Inc. filings document foreign private issuer reporting for a Cayman Islands holding company that consolidates PRC operating entities providing healthcare education, patient management, and internet healthcare services. Form 6-K reports include interim consolidated financial statements, operating and financial review materials, and incorporation by reference into Form F-3 and Form S-8 registration statements.
The company’s regulatory disclosures also cover ordinary-share consolidations, Nasdaq minimum bid-price compliance, extraordinary general meeting notices and voting results, Class A and Class B ordinary-share rights, quorum and adjournment matters, officer departures, and capital-structure updates for its Nasdaq-listed Class A ordinary shares.
Zhongchao Inc. (ZCMD) reported revenue of $840,376 for the six months ended June 30, 2026, down 85.0% from $5,601,079 a year earlier. Gross profit was $55,557, compared with $2,709,724, and gross margin was 6.6%, versus 48.4%. The company attributed lower revenue mainly to competition and more demanding customer requirements, with declines in medical training and education services and patient-aid projects; it said it is gradually scaling down its existing operations.
Net loss attributable to Zhongchao shareholders was $5,297,343 (total net loss: $5,445,257), compared with $965,254 attributable to shareholders in 2025. Operating activities used net cash of $1,528,711, versus providing $1,820,881 a year earlier, and cash and cash equivalents were $9,746,873 as of June 30, 2026. After the period, Zhongchao reported issuing 2,500,000 Class A ordinary shares in connection with the July 2026 offering and additional allocation, receiving approximately $4.8 million in net proceeds for general corporate purposes. The share and per-share figures were retrospectively adjusted for the 1-for-2 share consolidation, effective September 28, 2026.
Zhongchao Inc. (ZCMD) reports that shareholders approved several capital structure changes at an extraordinary general meeting held on September 18, 2026. The meeting had strong participation, with 209,290,435 votes present out of 215,387,755 votes entitled to be cast, satisfying the quorum requirement.
Shareholders approved a Share Consolidation that consolidates every two Class A and every two Class B ordinary shares with a par value of US$0.744 into one share of the same class with a par value of US$1.488, effective on the 10th calendar day following approval, with fractional entitlements rounded up to the next whole share. They also approved a Share Capital Reduction and Reorganization that reduces the par value of each issued share from US$1.488 to US$0.00001, transfers the cancelled capital to a distributable reserve account, subdivides authorized but unissued shares, and resets total authorized share capital to US$67,204.3010752689.
Following these steps, shareholders approved amended and restated memorandum and articles of association to reflect the consolidation and capital reorganization. All three proposals passed by large margins, so an adjournment proposal was not needed.
Zhongchao Inc. (ZCMD) is calling an extraordinary general meeting on September 18, 2026 to ask shareholders to approve a series of capital structure changes centered on a 1-for-2 share consolidation of both Class A and Class B ordinary shares. Every two Class A or Class B shares with par value US$0.744 would become one share with par value US$1.488, effective on the 10th calendar day after the resolution is passed, with any fractional entitlement rounded up to the next whole share.
The board states the consolidation is intended to help the Class A Ordinary Shares regain compliance with Nasdaq’s US$1.00 minimum bid price rule and reduce delisting risk. A second proposal would then reduce and reorganize authorized share capital from US$10,000,000,000 to US$67,204.3010752689 by cutting par value to US$0.00001 per share, transferring the cancelled capital into a distributable reserve that may be used, among other purposes, to eliminate accumulated losses.
A third proposal would adopt amended and restated memorandum and articles of association to reflect these changes, and a fourth would permit adjournment of the meeting to solicit additional proxies if needed. Each Class A share carries one vote and each Class B share carries 1,000 votes, with September 11, 2026 set as the record date. The board unanimously recommends voting “FOR” all four proposals.
S.H.N. Financial Investments Ltd. filed an amended Schedule 13G indicating it no longer holds any Class A Ordinary Shares of Zhongchao Inc. The filing reports 0 shares beneficially owned, representing 0% of the class, with no sole or shared voting or dispositive power.
The amendment references an earlier filing covering 395,900 shares of common stock purchased on June 1, 2026, and now confirms ownership of 5 percent or less of the class. Chief Executive Officer Nir Shamir signs the filing and, to the extent he may be deemed to beneficially own the securities, disclaims beneficial ownership for all other purposes.
Zhongchao Inc. reports that a purchaser partially exercised an Additional Allocation Option linked to its July 2026 registered direct offering. Under that option, purchasers have a 60-day right to buy up to 200% of their originally purchased Class A Ordinary Shares and warrant shares at US$1.10 per share. On August 5, 2026, one purchaser exercised this right to acquire 454,545 Class A Ordinary Shares, which were issued on August 6, 2026. After this issuance, Zhongchao had 8,666,755 Class A Ordinary Shares outstanding.
Zhongchao Inc., a Cayman Islands holding company, is offering 454,545 Class A Ordinary Shares at US$1.10 per share, for US$500,000 gross proceeds and approximately US$465,000 net under its US$300 million Form F-3 shelf registration.
The shares are sold in a registered direct transaction via Univest Securities as placement agent, and result from the partial exercise of an Additional Allocation Option tied to a July 2026 offering. Investors purchase equity in the Cayman holding company, not in the PRC operating entities, whose results are consolidated through variable interest entity Contractual Arrangements.
The company highlights extensive PRC regulatory, VIE, data-security and HFCA Act risks that could disrupt operations, limit capital-markets access, or render securities significantly less valuable. The founder and CEO controls over 97% of voting power, and the company does not expect to pay dividends in the foreseeable future.
Zhongchao Inc. completed a registered direct offering of 300,000 Class A ordinary shares and pre-funded warrants to purchase 4,245,455 Class A ordinary shares. The Class A shares were priced at $1.10 per share, and the pre-funded warrants carry a $0.001 per-share exercise price with a 9.99% beneficial ownership limitation. Net proceeds were approximately $4.5 million, which the company plans to use for general corporate purposes. Univest Securities, LLC acted as exclusive placement agent, earning a 7.0% commission, a 1.0% non-accountable expense allowance, and up to $80,000 of reimbursable expenses, along with rights of first refusal and tail fees for future transactions.
Separately, the company implemented a 1-for-3 share consolidation effective June 29, 2026. Every three Class A or Class B ordinary shares with a par value of $0.248 were consolidated into one share with a par value of $0.744. The amended and restated memorandum of association reflects consolidated authorized share capital of $10,000,000,000, divided into 12,096,774,193.5484 Class A and 1,344,086,021.50538 Class B ordinary shares, each with a par value of $0.744.
Zhongchao Inc., a Cayman Islands holding company for PRC operating entities, is conducting a registered offering of 300,000 Class A Ordinary Shares and 4,245,455 pre-funded warrants, each warrant exercisable for one Class A Ordinary Share at an exercise price of $0.001 per share. The offering price is $1.10 per share or pre-funded warrant, for a total public offering size of $5,000,000, with Univest Securities acting as placement agent and earning $350,000 in commissions.
The company is also registering 4,245,455 Class A Ordinary Shares issuable upon exercise of the pre-funded warrants. Net proceeds before expenses are $4,650,000. Zhongchao uses a VIE structure to consolidate PRC operating entities because direct foreign ownership in certain businesses is restricted, and discloses extensive risks from PRC regulatory changes, VIE enforceability, data and cybersecurity oversight, HFCA Act-related audit access, and restrictions on cash transfers and dividends. Founder and CEO Weiguang Yang controls about 99.45% of voting power, making the company a Nasdaq “controlled company.”
An amended Schedule 13D reports that Zhongchao Inc. allotted and issued 2,500,000 Class A Ordinary Shares and 200,000 Class B Ordinary Shares on July 21, 2026 to More Healthy Holdings Limited, a British Virgin Islands company wholly owned by founder, Chief Executive Officer and Chairman Weiguang Yang. The issuance was in consideration and acknowledgement of Yang’s services in the company’s strategic direction, long-term vision and stewardship.
More Healthy now beneficially owns 2,700,739 shares (2,500,000 Class A and 200,739 Class B), representing 70.0% of a base of 3,856,682 Class A Ordinary Shares, including shares issuable upon conversion of its Class B holdings. Yang beneficially owns 2,707,461 shares, or 70.1% of 3,862,664 Class A Ordinary Shares on a similar converted basis. Each Class A share has one vote and each Class B share has 1,000 votes, giving More Healthy 203,239,000 votes and Yang 209,221,740 votes, with Class B convertible into Class A on a one-for-one basis at the holder’s discretion.
Yang Weiguang reported acquisition or exercise transactions in this Form 4 filing.
Zhongchao Inc. reported that founder and CEO Weiguang Yang, through his holding vehicle More Healthy Holdings Limited, was granted 2,500,000 Class A Ordinary Shares and 200,000 Class B Ordinary Shares as recognition for his strategic and leadership services. Each Class A share carries 1 vote, while each Class B share carries 1,000 votes and is convertible into Class A on a one-for-one basis.