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 September 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 September 18, 2026, Zhongchao Inc., a Cayman Islands exempt company
(the “Company”), held an extraordinary general meeting of shareholders (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, New York 10017.
Holders of 2,569,435 Class A ordinary shares and 206,721 Class B
ordinary shares, representing 209,290,435 votes in the aggregate, out of 215,387,755 total votes entitled to be cast as of the record date
of September 11, 2026, were present in person or represented by proxy at the Meeting. Accordingly, a quorum of more than one-third of
all votes attaching to the total issued voting shares of the Company was present. The final voting results for each proposal submitted
to a vote at the Meeting were as follows:
1. Share Consolidation Proposal
The shareholders approved the following ordinary resolution:
It is resolved, as an ordinary resolution, with effect on the 10th
calendar day following the passing of this resolution (the “Effective Date”), that:
(a) the authorized, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated and divided by consolidating:
(i) every two Class A ordinary shares with a par value of US$0.744 each into one Class A ordinary share with a par value of US$1.488; and
(ii) every two Class B ordinary shares with a par value of US$0.744 each into one Class B ordinary share with a par value of US$1.488,
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 (the “Share Consolidation”);
(b) as a result of the Share Consolidation, the authorized
share capital of the Company be amended from US$10,000,000,000 divided into 12,096,774,193.5484 Class A ordinary shares with a par value
of US$0.744 each and 1,344,086,021.50538 Class B ordinary shares with a par value of US$0.744 each, to US$10,000,000,000 divided into
6,048,387,096.7742 Class A ordinary shares of par value US$1.488 each and 672,043,010.75269 Class B ordinary shares of par value US$1.488
each; and
(c) no fractional Shares be issued in connection with the
Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation,
the total number of Shares to be received by such shareholder be rounded up to the next whole Share.
| For |
|
Against |
|
Abstain |
| 209,228,486 |
|
61,676 |
|
273 |
2. Share Capital Reduction and Reorganization Proposal
The shareholders approved the following special resolution:
It is resolved, as a special resolution, that, subject to the Share
Consolidation being effected and all further requirements prescribed by sections 14A and 14B of the Companies Act (Revised) relating to
share capital reductions being complied with, the authorized share capital of the Company be reduced and reorganized from US$10,000,000,000
divided into 6,048,387,096.7742 Class A ordinary shares of par value US$1.488 each and 672,043,010.75269 Class B ordinary shares of par
value US$1.488 each to US$67,204.3010752689 divided into 6,048,387,096.7742 Class A ordinary shares of par value US$0.00001 and 672,043,010.75269
Class B ordinary shares of par value US$0.00001 each by the taking of the following steps (together, the “Share Capital Reduction
and Reorganization”):
(a) the par value of each issued and outstanding Class A
ordinary share of par value US$1.488 and Class B ordinary share of par value US$1.488 in the share capital of the Company being reduced
to US$0.00001 by cancelling US$1.48799 of the paid-up capital on each issued and outstanding Class A ordinary share of par value US$1.488
and Class B ordinary share of par value US$1.488 (the “Capital Reduction”), with the amount deemed to be paid up on each issued
and outstanding share of the Company to be US$0.00001 following the Capital Reduction;
(b) the credit arising from the Capital Reduction being
transferred to a distributable reserve account of the Company which may be utilized by the Company as the board of directors of the Company
may deem fit and as permitted under the Companies Act (Revised), the Company’s memorandum and articles of association, and all relevant
applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to
time;
(c) immediately following the Capital Reduction, each authorized
but unissued Class A ordinary share of par value US$1.488 being subdivided into 148,800 Class A ordinary shares of par value US$0.00001
each and each authorized but unissued Class B ordinary share of par value US$1.488 being subdivided into 148,800 Class B ordinary shares
of par value US$0.00001 each (together, the “Subdivision”); and
(d) immediately following the Subdivision, the authorized
share capital of the Company being altered by the cancellation of such number of unissued Class A ordinary shares of par value US$0.00001
each and unissued Class B ordinary shares of par value US$0.00001 each that will result in the Company having authorized share capital
of US$67,204.3010752689 divided into 6,048,387,096.7742 Class A ordinary shares of par value US$0.00001 and 672,043,010.75269 Class B
ordinary shares of par value US$0.00001 each (the “Cancellation”).
| For |
|
Against |
|
Abstain |
| 209,228,566 |
|
61,790 |
|
79 |
3. A&R Memorandum and Articles of Association Proposal
The shareholders approved the following special resolution:
It is resolved, as a special resolution, that, subject to and immediately
following the Share Capital Reduction and Reorganization being effected, the Company adopt 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 the Share Consolidation and Share Capital Reduction and Reorganization.
| For |
|
Against |
|
Abstain |
| 209,228,675 |
|
61,677 |
|
83 |
4. Adjournment Proposal
The adjournment proposal was not presented to shareholders because
there were sufficient votes to approve Proposals 1, 2 and 3.
INCORPORATION BY REFERENCE
This Report on Form 6-K is hereby incorporated by reference in
the Company’s registration statements 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 |
|
Form of Amended and Restated Memorandum of Association |
| 3.2 |
|
Form of Amended and Restated Articles of Association |
SIGNATURES
Pursuant to the requirements of the Securities 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: September 21, 2026 |
By: |
/s/ Weiguang Yang |
| |
|
Weiguang Yang |
| |
|
Chief Executive Officer |
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