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 August 2025
Commission File Number: 001-39229
ZHONGCHAO INC.
(Exact name of registrant as specified in its charter)
Room 2504, OOCL Tower
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 ☐
Adoption of 2025 Equity Incentive Plan
On August 4, 2025, the board
of directors of Zhongchao Inc. (the “Company”) approved the adoption of the Company’s 2025 Equity Incentive Plan
(the “2025 Plan”), which became effective on the same day. The 2025 Plan provides for discretionary grants of, among
the others, options, share appreciation right, restricted shares, restricted share units, performance units and performance shares to
employees, directors and consultants of the Company. The number of ordinary shares that may be issued under the 2025 Plan is limited to
10,000,000 shares to be increased on the first trading day of each calendar year of the Company beginning on the first trading day in
January 2026, by an amount equal to 2.0% of the total number of issued and outstanding ordinary shares as of the last trading day in the
immediately preceding calendar year. Notwithstanding, the aggregate maximum number of ordinary shares that may be issue under the Plan
is 50,000,000 shares.
Copy of the 2025 Plan is being
furnished as Exhibit 4.1 with this Current Report on Form 6-K. The foregoing description of the 2025 Plan does not purport to be complete
and is subject to, and is qualified in its entirety by, the full text of the 2025 Plan.
As a foreign private issuer,
we are permitted, in lieu of certain requirements of the NASDAQ Stock Market Marketplace Rules (the “Nasdaq Rules”)
and subject to certain exceptions, to follow the practices of our home country, which for the purpose of such rules is the Cayman Islands,
pursuant to the home country rule exemption set forth under Nasdaq Rules 5615(a)(3).
We elected to be exempt from
the requirements under Nasdaq Rules 5635. Nasdaq Rules 5635 generally provides that shareholder approval is required prior to issuance
(or potential issuance) of securities in relation to (i) the acquisition of the stock or assets of another company; (ii) equity-based
compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings
whereby there is a 20% Issuance at a price that is less than the Minimum Price, as defined in Nasdaq Rules 5635(d). Our Cayman Islands
counsel, Ogier, has provided a letter to Nasdaq certifying that under Cayman Islands law and our amended and restated memorandum and articles
of association, we are not prohibited from issuing securities without first obtaining shareholder approval where such issuance of securities
otherwise requires shareholder approval under Nasdaq Rules 5635.
INCORPORATION BY REFERENCE
This report on Form 6-K is
hereby incorporated by reference in the registration statements of the Company on Form F-3 (No. 333-279667) and Form F-3 (No. 333-283916)
to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Zhongchao Inc. 2025 Equity Incentive Plan |
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: August 22, 2025 |
By: |
/s/ Weiguang Yang |
| |
|
Weiguang Yang |
| |
|
Chief Executive Officer |
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