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 February 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
As previously announced, Zhongchao Inc., a Cayman
Islands exempt company (the “Company”) held an extraordinary general meeting of shareholders on February 10, 2026 (the
“Meeting”) where the shareholders approved, among others things, that the Company effectuates share consolidations
at any one time or multiple times during a period of up to three years of the date of the Meeting, at such consolidation ratio and effective
time as the board of directors of the Company (the “Board”) may determine in its sole discretion, provided that the
accumulated consolidation ratio for all such share consolidation(s) shall not be less than 2:1 nor greater than 250:1, subject to the
Board’s approval. The Board further approved to effect a share consolidation of the Company’s ordinary shares at a ratio of
one-for-eight effective on March 2, 2026 (the “Share Consolidation”).
On February 26, 2026, the Company issued a press
release announcing the proposed one-for-eight Shareholder Consolidation.
Beginning with the opening of trading on March
2, 2026, the Company’s Class A ordinary shares will begin trading on a post-Share Consolidation basis on the Nasdaq Capital Market
under the same symbol “ZCMD,” but under a new CUSIP number of G9897X123.
Upon the effectiveness of the Share Consolidation,
every eight (8) Class A ordinary shares with a par value of US$0.001 each will be consolidated into one (1) Class A ordinary share with
a par value of US$0.008 each, and every eight (8) Class B ordinary shares with a par value of US$0.001 each will be consolidated into
one (1) Class b ordinary share with a par value of US$0.008 each. No fractional shares will be issued as a result of the Share Consolidation.
Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. Immediately
prior to the Share Consolidation, the Company has a total of 25,754,124 Class A ordinary shares and 4,999,772 Class B ordinary shares
issued and outstanding, respectively. As a result of the Share Consolidation, the Company will have approximately 3,219,267 Class A ordinary
shares and 624,972 Class B ordinary shares issued and outstanding, respectively, subject to the rounding up of any fractional shares.
The Share Consolidation affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s
outstanding ordinary shares, except for adjustments that may result from the treatment of fractional shares. The Share Consolidation was
approved by the Company’s shareholders and the Board on February 10, 2026.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
The Company’s amended and restated memorandum
of association (the “Amended MoA”) in connection with the Share Consolidation will became effective on March 2, 2026.
The Amended MoA is filed as Exhibit 3.1 hereto, which is incorporated by reference herein.
This Report does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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.
Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum of Association, to become effective on March 2, 2026 |
| 99.1 |
|
Press Release dated February 26, 2026. |
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: February 27, 2026 |
By: |
/s/ Weiguang
Yang |
| |
|
Weiguang Yang |
| |
|
Chief Executive Officer |
Exhibit 99.1
Zhongchao Inc. Announces 1-for-8 Share
Consolidation
SHANGHAI, Feb. 26, 2026 /PRNewswire/
-- Zhongchao Inc. (NASDAQ: ZCMD) (“Zhongchao” or the “Company”), a platform-based internet technology
company offering services for patients with cancer and other major diseases, today announced that the Company will effectuate a 1-for-8
share consolidation of the Company’s ordinary shares of US$0.001 par value each (the “Share Consolidation”).
Beginning with the opening of
trading on March 2, 2026, the Company’s Class A ordinary shares will begin trading on a post-Share Consolidation basis on the Nasdaq
Capital Market under the same symbol “ZCMD”, but under a new CUSIP number of G9897X123. The objective of the Share Consolidation
is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.
Upon the effectiveness of the
Share Consolidation, every eight (8) Class A ordinary shares with a par value of US$0.001 each will be consolidated into one (1) Class
A ordinary share with a par value of US$0.008 each, and every eight (8) Class B ordinary shares with a par value of US$0.001 each will
be consolidated into one (1) Class B ordinary share with a par value of US$0.008 each. No fractional shares will be issued as a result
of the Share Consolidation. Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to
the next whole number. Immediately prior to the Share Consolidation, the Company has a total of 25,754,124 Class A ordinary shares and
4,999,772 Class B ordinary shares issued and outstanding, respectively. As a result of the Share Consolidation, the Company will have
approximately 3,219,267 Class A ordinary shares and 624,972 Class B ordinary shares issued and outstanding, respectively, subject to the
rounding up of any fractional shares. The Share Consolidation affects all shareholders uniformly and will not alter any shareholder’s
percentage interest in the Company’s outstanding ordinary shares, except for adjustments that may result from the treatment of fractional
shares. The Share Consolidation was approved by the Company’s shareholders and board of directors on February 10, 2026.
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.
Safe Harbor Statement
This press release contains
forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are
other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,”
“should,” “believe,” “expect,” “anticipate,” “project,” “estimate”
or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements
are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from
the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks
including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development;
product and service demand and acceptance; changes in technology; economic conditions; the growth of the professional training and educational
services market in China and the other international markets the Company plans to serve; reputation and brand; the impact of competition
and pricing; government regulations; fluctuations in general economic and business conditions in China and the international markets the
Company plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the
Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements
in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.
The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that
arise after the date hereof.
For more information, 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
