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
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 ☐
Best Efforts Offering
On May 29, 2026, Zhongchao Inc. (the “Company”) priced
a best-efforts public offering (the “Offering”) for the sale of units as described below for aggregate gross proceeds to the
Company of $5 million, before deducting placement agent fees and other estimated expenses payable by the Company, excluding the exercise
of any warrant offered. Each unit (each, a “Unit”) being offered in the Offering consists of one Class A ordinary share of
the Company, par value $0.008 per share (the “Class A Ordinary Shares”), or in lieu thereof, a pre-funded warrant (each a
“Pre-Funded Warrant”), and one warrant to purchase one Class A Ordinary Share (each a “Warrant”). The public offering
price of the Units was $0.54 per Unit.
Each of the Warrants has an initial exercise
price of $0.594 per Class A Ordinary Share and be exercisable beginning on the date of the issuance date and ending on the six-month
anniversary of the issuance date. The Warrants include provisions for cashless exercise if, at the time of exercise, there is no
effective registration statement for the issuance of the underlying Class A Ordinary Shares. Additionally, holders of Warrants may,
at any time and in its sole discretion, exercise its Warrants in whole or in part by means of a “zero exercise price”
option, under which up to 83,333,340 Class A Ordinary Shares may be issuable in aggregate under all Warrants subject to the terms
and conditions therein.
Each Pre-Funded Warrant is exercisable for one
Class A Ordinary Share. The purchase price of each Pre-Funded Warrant is equal to the price per share minus $0.008, and the exercise price
of each Pre-Funded Warrant equal $0.008 per share. The Pre-Funded Warrants is immediately exercisable (subject to the beneficial ownership
limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we
sell (without regard to any limitation on exercise set forth therein), the number of Class A Ordinary Shares we are offering will be decreased
on a one-for-one basis. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion
of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election
of the holder, such limit may be increased to up to 9.99%) of the number of Class A Ordinary Shares outstanding immediately after giving
effect to such exercise.
The securities in the Offering are being offered pursuant to securities
purchase agreements with certain investors (the “Securities Purchase Agreements”) and the Company’s registration statement
on Form F-1 (File No. 333-295628), as amended, which was initially filed with the Securities and Exchange Commission (the “SEC”)
on May 7, 2026 and declared effective by the SEC on May 28, 2026. Pursuant to the Securities Purchase Agreements, each investor has the
right, at its sole discretion, to acquire additional securities in one or more subsequent closings for 30 days following the initial closing,
in an aggregate amount of up to $5 million, representing 100% of its initial investment in total, at the same purchase price (the “Additional
Allocation Option”).
On May 29, 2026, the Company entered into a placement
agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (the “Placement Agent”), pursuant
to which the Placement Agent acted as sole placement agent for the Offering and would receive at the closing of the Offering a cash fee
equal to 7% of the gross proceeds in the Offering, a non-accountable expenses allowance of 1% of the gross proceeds of the Offering and
reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the amount of up to $150,000. In addition, the Company
have agreed to reimburse the placement agent certain out-of-pocket costs of the escrow agent or clearing agent, as applicable, in an amount
of up to $12,900.
Pursuant to the
Securities Purchase Agreements and the Placement Agency Agreement, Mr. Weiguang Yang, our Chief Executive
Officer and controlling shareholder of the Company, entered into a lock-up agreement, pursuant to which Mr. Yang has agreed, subject to
specified exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of any Class A Ordinary Shares or
securities convertible into, or exchangeable or exercisable for, our Class A Ordinary Shares for 180 days from the initial closing date
of the Offering without the prior consent of the Placement Agent.
On May 29, 2026, the Company issued a press release
announcing the pricing of the Offering.
On June 1, 2026, the Company completed the closing of the Offering,
by issuing 692,000 Class A Ordinary Shares, 8,567,260 Pre-Funded Warrants and 9,259,260 Warrants .
On June 3, 2026, the Company issued 1,111,110 Class A Ordinary Shares
and 1,111,110 Warrants to certain investors pursuant to the exercise of the Additional Allocation Option by such investors.
As of the date hereof, , all 8,567,260 Pre-Funded Warrants issued in
the Offering were exercised for an aggregate of 8,567,260 Class A Ordinary Shares, and the holders of all 10,370,370 Warrants issued in
the Offering and pursuant to the Additional Allocation Option exercised their Warrants by means of a “zero exercise price”
option, pursuant to which an aggregate of 93,333,330 Class A Ordinary Shares were issued.
As of the date hereof, the Company raised aggregate gross proceeds of $5.6 million in the Offering and pursuant
to the exercise of the Additional Allocation Option, before deducting placement agent fees and other estimated expenses payable by the
Company. The Company intends to use the net proceeds from the Offering for general working capital purposes and other general corporate
purposes.
Copies of (i) form of the Pre-Funded Warrants,
(ii) form of the Warrants, (iii) form of the Securities Purchase Agreement, (iv) the Placement Agency Agreement, and (v) the press release
dated May 29, 2026, are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2 and 99.1, respectively, and are incorporated by reference herein.
The foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents.
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 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 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Placement Agency Agreement, dated as of May 29, 2026 |
| 99.1 |
|
Press Release, dated as of May 29, 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: June 5, 2026 |
By: |
/s/ Weiguang Yang |
| |
|
Weiguang Yang |
| |
|
Chief Executive Officer |
Exhibit 99.1
Zhongchao Inc. Announces Pricing of $5 Million
Best Efforts Public Offering
SHANGHAI, May 29,
2026 /PRNewswire/ -- Zhongchao Inc. (“Zhongchao” or the “Company”) (NASDAQ: ZCMD), a platform-based
internet technology company offering services for patients with cancer and other major diseases, today announced the pricing of a best
efforts public offering with gross proceeds to the Company expected to be approximately $5 million, before deducting placement
agent fees and other estimated expenses payable by the Company, excluding the exercise of any warrant offered.
The offering is comprised
of 9,259,260 units (each a “Unit”), each consisting of one Class A ordinary share of the Company, par value $0.008
per share (the “Class A ordinary shares”), or in lieu thereof, a pre-funded warrant, and one warrant to purchase one Class
A ordinary share (each, a “Warrant”). The public offering price of the Units is $0.54 per Unit. The pre-funded warrants each
shall have a purchase price equal to the public offering price per Unit minus $0.008, and are exercisable immediately upon issuance and
expire when exercised in full. Each of the Warrants will have an initial exercise price of $0.594 per Class A ordinary share and be exercisable
beginning on the date of the issuance date and ending on the six-month anniversary of the issuance date. The Class A ordinary shares,
or pre-funded warrants in lieu thereof, and Warrants as part of the Units are being sold together but are immediately separable and issued
separately.
The offering is expected
to close on or about June 1, 2026, subject to satisfaction of customary closing conditions. The Company and the purchasers have mutually
agreed that the purchasers may elect, at their option, to purchase additional Units in one or more additional closings on or before the
30th calendar day anniversary of the closing date of this offering, by delivery of one or more written notices, provided that each purchaser
shall be entitled to purchase up to an additional number of Units equal to the total number of Units purchased by such purchaser in this
offering, and the purchase price for any such additional Units shall be equal to the public offering price of the Units in this offering.
Univest Securities, LLC
is acting as sole placement agent for the offering.
The securities described
above are being offered by the Company pursuant to a registration statement on Form F-1, as amended (File No. 333-295628) previously filed
and declared effective by the Securities and Exchange Commission (the “SEC”) on May 28, 2026. This press release shall 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. The offering is being made only by means of a written preliminary prospectus and final prospectus that will
form a part of the registration statement. A final prospectus relating to the offering will be filed with the SEC and will be available
on the SEC’s website at www.sec.gov.
Electronic copies of the final prospectus relating to this offering may be obtained, when available, by contacting Univest Securities,
LLC at info@univest.us,
or by calling +1 (212) 343-8888.
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.
Forward-Looking Statements
Certain statements in
this announcement are forward-looking statements, including, but not limited to, the Company’s proposed offering. These forward-looking
statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events
and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial
needs, including the expectation that the offering will be closed. Investors can find many (but not all) of these statements by the use
of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “plans,” “will,” “would,”
“should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update
or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are
reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results
may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results
in the Company’s registration statement and other filings with the SEC.
For investor and media inquiries, 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
