Welcome to our dedicated page for Zhongchao SEC filings (Ticker: ZCMD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. 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.
Zhongchao Inc. files its annual Form 20-F reporting weaker 2025 results and highlighting structural China-related risks. Revenue fell to $11,374,996 in 2025 from $15,864,773 in 2024 and $19,433,945 in 2023, while net loss widened to $5,814,867.
The company operates as a Cayman holding company that relies on variable interest entity (VIE) contracts to consolidate PRC operating entities it does not own. Management warns that PRC authorities could challenge or disallow this structure, which could severely disrupt operations and significantly impair the value of Class A Ordinary Shares.
The filing details strict PRC controls over capital flows and dividends. Zhongchao Cayman transferred $3.4M to its U.S. subsidiary in 2025 but paid no dividends to investors and plans to reinvest earnings. Cash and cash equivalents were $8,098,075 as of December 31, 2025.
Zhongchao Inc. director Vassily Kevin filed an initial ownership report showing he directly holds 1,925 Class A Ordinary Shares. This is a Form 3 filing, so it records his existing stake rather than new buy or sell activity. The company uses a dual-class structure in which Class B Ordinary Shares are convertible into Class A on a one-for-one basis, with each Class A share carrying 1 vote and each Class B share carrying 1,000 votes.
Zhongchao Inc. filed a Form 6-K to report that three senior officers resigned on March 15, 2026 following an adjustment of the company’s business strategies. Xuejun Chen stepped down as Chief Medical Officer, Baoqian Tian resigned as Chief Sales Officer, and Shuang Wu left the role of Chief Operating Officer.
The resignations were effective immediately and the company states they were not due to any disagreement regarding operations, policies, or practices. The report is also incorporated by reference into Zhongchao’s existing Form S-8 and Form F-3 registration statements.
Zhongchao Inc. director General John Conrad has filed an initial ownership report showing direct holdings of 1,925 Class A Ordinary Shares as of the reported date. This Form 3 does not reflect a new purchase or sale, but establishes his starting equity position in the company.
The filing notes that Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis at the holder’s option, while Class A shares are not convertible into Class B. Each Class A share carries 1 vote, and each Class B share carries 1,000 votes, highlighting a dual-class voting structure.
Zhongchao Inc. director and Chief Financial Officer Pei Xu filed an initial Form 3 reporting indirect ownership of 3,662 Class A Ordinary Shares. These shares are held through Worthy Health Limited Partnership, a British Virgin Islands partnership in which Pei Xu is a limited partner via a controlled general partner entity.
The company has a dual-class structure where Class B Ordinary Shares are convertible into Class A on a one-for-one basis at the holder’s option. Each Class A Ordinary Share carries 1 vote, while each Class B Ordinary Share carries 1,000 votes, giving Class B holders significantly greater voting power.
Zhongchao Inc. director Li Dan has filed an initial ownership report showing direct holdings of 1,925 Class A Ordinary Shares. This Form 3 does not disclose a new purchase or sale; it simply records existing ownership. Each Class A Ordinary Share carries 1 vote, while Class B Ordinary Shares carry 1,000 votes and can convert into Class A on a one-for-one basis.