Zhongchao Inc. filings document foreign private issuer reporting for a Cayman Islands holding company that consolidates PRC operating entities providing healthcare education, patient management, and internet healthcare services. Form 6-K reports include interim consolidated financial statements, operating and financial review materials, and incorporation by reference into Form F-3 and Form S-8 registration statements.
The company’s regulatory disclosures also cover ordinary-share consolidations, Nasdaq minimum bid-price compliance, extraordinary general meeting notices and voting results, Class A and Class B ordinary-share rights, quorum and adjournment matters, officer departures, and capital-structure updates for its Nasdaq-listed Class A ordinary shares.
Zhongchao Inc. allotted and issued 2,500,000 Class A and 200,000 Class B ordinary shares, each with par value $0.744, to More Healthy Holdings Limited, the British Virgin Islands holding vehicle of founder, Chief Executive Officer and Chairman Weiguang Yang, as equity compensation for his services.
The share grant was approved by the Audit Committee, Compensation Committee and Board of Directors on June 3, 2026. Following the issuance, Mr. Yang beneficially owns 2,500,740 Class A and 206,721 Class B ordinary shares, representing approximately 99.45% of the aggregate voting power of Zhongchao’s ordinary shares.
Zhongchao Inc. reported that shareholders approved major changes to its share structure at an extraordinary general meeting held on June 18, 2026. They passed a resolution to increase authorised share capital from US$20,000,000 to US$10,000,000,000, dramatically raising the number of Class A and Class B ordinary shares the company can issue.
Shareholders also approved adopting amended and restated constitutional documents to reflect both the share capital increase and a share consolidation. At the meeting, 70,000 ordinary shares, out of 3,469,636 issued and outstanding shares entitled to vote as of June 9, 2026, were represented, satisfying the quorum requirement.
Zhongchao Inc. has called an extraordinary general meeting on June 18, 2026 to ask shareholders to approve major changes to its share capital structure.
The company is seeking to increase its authorised share capital from US$20,000,000 to US$10,000,000,000, expanding authorised Class A ordinary shares from 72,580,645.16129030 to 36,290,322,580.64520 and Class B ordinary shares from 8,064,516.12903226 to 4,032,258,064.51613, all at a par value of US$0.248 per share.
Shareholders are also being asked to authorise the board, over a period of up to three years, to implement one or more share consolidations (reverse splits) for both Class A and Class B shares at ratios between 2:1 and 250:1, mainly to help address Nasdaq’s US$1.00 minimum bid price rule. Related proposals would adopt amended and restated constitutional documents to reflect the capital increase and any future consolidations, plus an adjournment authority if more time is needed to secure votes.
Zhongchao Inc. implemented a 1-for-31 share consolidation of its Class A and Class B ordinary shares, effective on June 8, 2026. The company states that the objective of this reverse split is to maintain its listing on the Nasdaq Capital Market.
Every 31 Class A shares with a par value of US$0.008 were consolidated into one Class A share, and every 31 Class B shares with a par value of US$0.008 were consolidated into one Class B share, with fractional shares rounded up to the next whole share. Immediately before the change, there were 79,685,696 Class A shares and 624,972 Class B shares outstanding; after the consolidation there are approximately 3,449,475 Class A shares and 20,161 Class B shares outstanding, subject to rounding. The company states that percentage ownership for each shareholder is intended to remain effectively the same, aside from minor changes from fractional share rounding.
S.H.N. Financial Investments Ltd. reports beneficial ownership of 395,900 Class A Ordinary Shares and related pre-funded warrants in Zhongchao Inc.. The filing states this equals 9.99% of the class based on 3,921,766 Class A Ordinary Shares outstanding after the offering. The reported position comprises 354,000 Class A Ordinary Shares and 41,900 Pre-Funded Warrants, and the filing notes additional Pre-Funded Warrants and Warrants exist that are each subject to a 9.99% beneficial ownership limitation. Nir Shamir is identified as CEO of the reporting entity and signed the filing on 06/05/2026.
Zhongchao Inc. completed a best-efforts public unit offering and follow-on allocations, raising aggregate gross proceeds of about $5.6 million before fees. Each Unit was priced at $0.54 and contained one Class A ordinary share, or a pre-funded warrant in its place, plus one warrant.
The company issued 692,000 Class A ordinary shares, 8,567,260 pre-funded warrants and 9,259,260 warrants at the initial closing, then a further 1,111,110 Class A ordinary shares and 1,111,110 warrants when investors used an additional allocation option. All 8,567,260 pre-funded warrants were exercised for shares, and a zero exercise price feature on 10,370,370 warrants led to the issue of 93,333,330 Class A ordinary shares.
The warrants carry an initial cash exercise price of $0.594 per share and are exercisable for six months from issuance, while pre-funded warrants are immediately exercisable at $0.008 per share, subject to a 4.99% (or up to 9.99%) beneficial ownership limit. The company plans to use net proceeds for general working capital and corporate purposes, and its chief executive officer agreed to a 180‑day lock-up on share disposals.
Zhongchao Inc. is registering an offering of up to 18,518,520 Units, each Unit consisting of one Class A Ordinary Share (or, in lieu thereof, a Pre-Funded Warrant) and one Warrant to purchase one Class A Ordinary Share.
The prospectus also registers up to 18,518,520 Class A Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and up to 166,666,680 Class A Ordinary Shares issuable upon exercise of the Warrants. The Units are offered at a public offering price of $0.54 per Unit. Pre-Funded Warrants have an exercise price of $0.008 per share; Warrants have an initial cash exercise price of $0.594 and include a “zero exercise price” cashless option tied to the VWAP and a Floor Price. The offering is on a best-efforts basis with Univest Securities, LLC as exclusive placement agent, and proceeds before expenses at maximum sale are shown as $9,300,000. The prospectus discloses material PRC-related regulatory and VIE risks that could affect the company’s operations and listings.
Zhongchao Inc. is registering up to 5,555,555 Units for primary sale, each Unit consisting of one Class A Ordinary Share (or a Pre-Funded Warrant in lieu of a share) and one Warrant to purchase one Class A Ordinary Share. The filing also registers up to 5,555,555 Class A Ordinary Shares underlying the Pre-Funded Warrants and up to 49,999,995 Class A Ordinary Shares issuable upon exercise of the Warrants to purchase Class A Ordinary Shares at a zero exercise price.
The Units are offered at an assumed public offering price of $2.16 per Unit (the Company cites the closing Nasdaq price on April 30, 2026). Each Pre-Funded Warrant has an exercise price of $0.008 and is immediately exercisable subject to a 4.99% beneficial ownership limitation (holder may elect to increase to 9.99%). Each Warrant has an exercise price equal to 110% of the Unit price and includes a cashless "zero exercise price" option that, under specified VWAP-based mechanics, could materially increase the number of shares issued per Warrant. The filing discloses governance, VIE contractual arrangements for its PRC operating entities, and extensive PRC regulatory and cybersecurity risk disclosures.
Zhongchao Inc. proposes a best-efforts offering of up to 5,555,555 Units, each consisting of one Class A Ordinary Share (or a Pre-Funded Warrant in lieu thereof) and one Warrant. The prospectus registers up to 5,555,555 Class A Ordinary Shares underlying the Pre-Funded Warrants and up to 49,999,995 Class A Ordinary Shares issuable upon exercise of the Warrants. The prospectus discloses an assumed public offering price of $2.16 per Unit and a Pre-Funded Warrant exercise price of $0.008. The Warrants include a cashless “zero exercise price” option; the Company notes it does not expect to receive cash proceeds from Warrant exercises in many circumstances. The offering is conducted by placement agent Univest Securities, LLC and the Company’s Class A Ordinary Shares trade on Nasdaq under ZCMD.