Zhongchao (NASDAQ: ZCMD) holders approve massive capital increase and consolidation

Rhea-AI Filing Summary

Zhongchao Inc. reported that shareholders approved major changes to its share structure at an extraordinary general meeting held on June 18, 2026. They passed a resolution to increase authorised share capital from US$20,000,000 to US$10,000,000,000, dramatically raising the number of Class A and Class B ordinary shares the company can issue.

Shareholders also approved adopting amended and restated constitutional documents to reflect both the share capital increase and a share consolidation. At the meeting, 70,000 ordinary shares, out of 3,469,636 issued and outstanding shares entitled to vote as of June 9, 2026, were represented, satisfying the quorum requirement.

Positive

• None.

Negative

• The authorised share capital increase from US$20,000,000 to US$10,000,000,000 creates significant capacity for future share issuance, which could be dilutive to existing shareholders if extensively utilized.

Insights

Equity Capital Markets Analyst

Shareholders back a massive capital increase and consolidation framework.

Zhongchao Inc. obtained shareholder approval to boost authorised share capital from US$20,000,000 to US$10,000,000,000 and align its governing documents with this change and a share consolidation. These steps expand the theoretical capacity to issue both Class A and Class B shares.

The voting results show strong support, with over 20 million votes cast in favor on each proposal versus tens of thousands against. The filing does not detail any specific equity issuance tied to these approvals, so actual impact will depend on how much of this enlarged capacity the company chooses to use over time.

Key Figures

Authorised share capital (old): US$20,000,000 Authorised share capital (new): US$10,000,000,000 Authorised Class A shares (new): 36,290,322,580.64520 shares +5 more

8 metrics

Authorised share capital (old) US$20,000,000 Before increase, divided into Class A and Class B shares

Authorised share capital (new) US$10,000,000,000 After shareholder-approved share capital increase

Authorised Class A shares (new) 36,290,322,580.64520 shares Post-increase Class A ordinary shares at US$0.248 par

Authorised Class B shares (new) 4,032,258,064.51613 shares Post-increase Class B ordinary shares at US$0.248 par

Shares outstanding 3,469,636 shares Issued and outstanding, entitled to vote as of June 9, 2026

Votes for capital increase 20,176,066 votes Share Capital Increase Proposal voting result

Votes against capital increase 31,766 votes Share Capital Increase Proposal voting result

Meeting participation 70,000 shares Ordinary shares represented at the extraordinary general meeting

Key Terms

extraordinary general meeting, authorised share capital, share consolidation, amended and restated memorandum of association, +1 more

5 terms

extraordinary general meeting regulatory

"held an extraordinary general meeting of shareholders of the Company"

authorised share capital financial

"that the authorised share capital of the Company be immediately increased"

The maximum number of shares a company is legally allowed to create under its founding documents. Think of it like the size of an empty container: it sets the upper limit on how many ownership pieces the company can hand out, which matters to investors because it controls how easily a company can raise cash, dilute existing owners, or change voting power without a formal legal change.

share consolidation financial

"3. The Share Consolidation Proposal The shareholders approved the following"

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.

amended and restated memorandum of association regulatory

"the Company adopt an amended and restated memorandum of association"

memorandum and articles of association regulatory

"amended and restated memorandum and articles of association in substitution for"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/23/2026 - 08:00 AM Accepted by SEC EDGAR 06/23/2026 - 08:00 AM Learn about SEC filing dates

FAQ

What did Zhongchao Inc. (ZCMD) shareholders approve at the June 2026 meeting?

Shareholders approved a large increase in authorised share capital and related updates to the company’s memorandum and articles. They also backed resolutions to reflect a share consolidation in Zhongchao’s governing documents, aligning the corporate structure with the new capital framework.

How much did Zhongchao (ZCMD) increase its authorised share capital?

Authorised share capital was raised from US$20,000,000 to US$10,000,000,000. This change dramatically expands the maximum number of Class A and Class B ordinary shares the company may issue, though no specific new issuance was detailed in this report.

What were the voting results for Zhongchao’s share capital increase proposal?

The share capital increase proposal received 20,176,066 votes for, 31,766 against, and 3,007 abstentions. These results indicate overwhelming shareholder support for expanding authorised capital, with opposition representing only a very small fraction of total votes cast.

How many Zhongchao (ZCMD) shares were outstanding and entitled to vote at the meeting?

There were 3,469,636 ordinary shares issued and outstanding and entitled to vote as of June 9, 2026. This total included 3,449,475 Class A ordinary shares and 20,161 Class B ordinary shares, each class carrying different voting rights per share.

What governance changes accompanied Zhongchao’s share consolidation approval?

Shareholders approved adopting amended and restated memorandum and articles of association to reflect each share consolidation. These new governing documents replace the prior versions and ensure the company’s legal framework matches the updated share structure and capital authorisation.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

ZHONGCHAO INC.

(Exact name of registrant as specified in its charter)

Room 2504, OOCL Plaza

841 Yan’an Middle Road

Jing’An District, Shanghai, China 200040

Tel: 021-32205987

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

Explanatory Note

On June 18, 2026, Zhongchao Inc., a Cayman Islands exempt company (the “Company”) held an extraordinary general meeting of shareholders of the Company (the “Meeting”) at 9:00 a.m. Eastern Time, at the offices of Robinson & Cole LLP located at 666 Third Avenue, 20th Floor, New York, NY 10017.

Each Class A ordinary share, par value $0.248 per share of the Company (the “Class A Ordinary Share”) is entitled to one (1) vote, and each Class B ordinary share, par value $0.248 per share of the Company (the “Class B Ordinary Share” and, together with the Class A Ordinary Shares, collectively, the “Ordinary Shares”) is entitled to one hundred (1,000) votes.

Holders of a total of 70,000 Ordinary Shares (consisting of 49,839 Class A Ordinary Shares and 20,161 Class B Ordinary Shares), out of a total of 3,469,636 shares (consisting of 3,449,475 Class A Ordinary Shares and 20,161 Class B Ordinary Shares) issued and outstanding and entitled to vote at the Meeting have voted. Therefore, a quorum of more than one-third of all votes attaching to the total issued voting shares in the Company as of the record date of June 9, 2026 was reached. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

1. The Share Capital Increase Proposal

The shareholders approved the following:

It is resolved, as an ordinary resolution, that the authorised share capital of the Company be immediately increased from US$20,000,000 divided into 72,580,645.16129030 Class A ordinary shares with a par value of US$0.248 each and 8,064,516.12903226 Class B ordinary shares with a par value of US$0.248 each to US$10,000,000,000 divided into 36,290,322,580.64520 Class A ordinary shares with a par value of US$0.248 each and 4,032,258,064.51613 Class B ordinary shares with a par value of US$0.248 each (the “Share Capital Increase”).

For		Against		Abstain
20,176,066		31,766		3,007

2. The Share Capital Increase Proposal

The shareholders approved the following:

It is resolved as a special resolution that, subject to and immediately following the Share Capital Increase being effected, the Company adopt an amended and restated memorandum of association in the form as set forth in Annex A to the proxy statement in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Increase.

For		Against		Abstain
20,176,085		34,143		611

1

3. The Share Consolidation Proposal

The shareholders approved the following:

It is resolved as an ordinary resolution that:

a. conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”):

(i) the authorised, issued, and outstanding Class A ordinary shares and Class B ordinary shares of the Company (collectively, the “Shares”) be consolidated at any one time or multiple times during a period of up to three years of the date of the Meeting, at the exact consolidation ratio and effective time as the Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, “Share Consolidations,” and each a “Share Consolidation”) shall not be less than 2:1 nor greater than 250:1, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association;

(ii) no fractional Shares be issued in connection with the Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation(s), the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and

(iii) any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Share Consolidation(s) be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and

b. any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion.

For		Against		Abstain
20,171,893		36,783		2,163

4. The Share Consolidation M&A Amendment Proposal

The shareholders approved the following:

It is resolved as a special resolution that, subject to and immediately following each Share Consolidation being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect such Share Consolidation.

For		Against		Abstain
20,174,393		35,838		608

2

INCORPORATION BY REFERENCE

This Report on Form 6-K is hereby incorporated by reference in the Company’s registration statement on Form S-8 (File No. 333-289791), Form S-8 (File No. 333-288589), Form F-3 (File No. 333-279667) and Form F-3 (File No. 333-283916) to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibits

Exhibit No.		Description
3.1		Amended and Restated Memorandum of Association adopted on June 18, 2026

3

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Zhongchao Inc.
Date: June 23, 2026	By:	/s/ Weiguang Yang
		Weiguang Yang
		Chief Executive Officer

4

Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION ADOPTED ON JUNE 18, 2026 15.1 KB