Zhongchao (NASDAQ: ZCMD) sets 2025 equity incentive plan with 50M-share cap

Rhea-AI Filing Summary

Zhongchao Inc. has adopted a new 2025 Equity Incentive Plan effective August 4, 2025. The plan allows discretionary grants of options, share appreciation rights, restricted shares, restricted share units, performance units and performance shares to employees, directors and consultants. It initially authorizes up to 10,000,000 ordinary shares, with an automatic annual increase on the first trading day of each calendar year starting in January 2026 equal to 2.0% of issued and outstanding ordinary shares as of the last trading day of the prior year, subject to an overall cap of 50,000,000 shares. Zhongchao also confirms it is using the Nasdaq home country exemption for Cayman Islands issuers and has elected to be exempt from Nasdaq Rule 5635, which would otherwise require shareholder approval for certain equity issuances, including equity-based compensation and significant share issuances.

Positive

• None.

Negative

• Potential governance and dilution concern: The company can issue equity under a plan capped at 50,000,000 shares and has elected to be exempt from Nasdaq Rule 5635 shareholder approval requirements, reducing direct shareholder control over significant equity-based issuances.

Insights

Corporate governance analyst

Zhongchao sets a large equity plan and opts out of Nasdaq shareholder approval rules using a Cayman home-country exemption.

The 2025 Equity Incentive Plan authorizes up to 10,000,000 ordinary shares initially, with automatic annual increases of 2.0% of issued and outstanding shares from January 2026, capped at an aggregate 50,000,000 shares. This creates a sizeable pool for stock-based compensation tools such as options, RSUs and performance awards, aligning pay structures more closely with equity.

The filing also highlights that Zhongchao relies on the Nasdaq home-country exemption for Cayman Islands issuers and has elected to be exempt from Nasdaq Rule 5635 shareholder approval requirements. A Cayman legal opinion confirms it can issue securities without shareholder approval where Nasdaq rules would otherwise require it. The practical impact on existing holders will depend on how extensively the company uses the plan and its broader issuance capacity over time.

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

1

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

2

FAQ

What did Zhongchao Inc. (ZCMD) announce in its August 2025 Form 6-K?

Zhongchao Inc. reported that its board approved and made effective a 2025 Equity Incentive Plan on August 4, 2025, and detailed its reliance on the Nasdaq home-country exemption for Cayman Islands issuers regarding shareholder approval rules.

How many shares are authorized under Zhongchao's 2025 Equity Incentive Plan?

The 2025 Equity Incentive Plan initially allows issuance of up to 10,000,000 ordinary shares, with an overall aggregate cap of 50,000,000 ordinary shares that may be issued under the plan.

How does the automatic share increase work in Zhongchao's 2025 plan?

Beginning on the first trading day in January 2026, the number of shares available under the plan increases each year by an amount equal to 2.0% of the total issued and outstanding ordinary shares as of the last trading day of the prior calendar year, subject to the 50,000,000-share cap.

Who can receive awards under Zhongchao Inc.'s 2025 Equity Incentive Plan?

The plan provides for discretionary grants of awards, including options, share appreciation rights, restricted shares, restricted share units, performance units and performance shares, to employees, directors and consultants of Zhongchao Inc.

How is Zhongchao treating Nasdaq Rule 5635 shareholder approval requirements?

Zhongchao has elected to be exempt from Nasdaq Rule 5635 by using the home-country exemption for Cayman Islands issuers. Its Cayman counsel certified that Cayman law and its constitutional documents do not prohibit issuing securities without shareholder approval where Nasdaq Rule 5635 would otherwise require such approval.

Are Zhongchao's existing F-3 registration statements affected by this Form 6-K?

Yes. The Form 6-K states that it is incorporated by reference into Zhongchao Inc.'s registration statements on Form F-3 (No. 333-279667) and Form F-3 (No. 333-283916) to the extent not superseded by later filings.