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. 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.
Zhongchao Inc. regained compliance with Nasdaq’s minimum bid price rule after its Class A ordinary shares closed at or above $1.00 for 11 consecutive business days from March 2, 2026 to March 16, 2026. Nasdaq confirmed that this satisfies Rule 5550(a)(2), which requires a minimum 10-day streak. The prior deficiency notice from November 28, 2025 is now resolved and the matter is closed.
Zhongchao Inc. director and CEO Weiguang Yang filed an initial ownership report showing his equity stake in the company. He directly holds 68,750 Class A Ordinary Shares and 556,250 Class B Ordinary Shares. He also has indirect ownership of 68,722 Class B Ordinary Shares through More Healthy Holdings Limited, over which he holds voting and investment power. Each Class B share is convertible into one Class A share and carries 1,000 votes, while each Class A share carries 1 vote.
Zhongchao Inc. is implementing a 1-for-8 share consolidation of its Class A and Class B ordinary shares, effective March 2, 2026, to help regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its Nasdaq Capital Market listing.
Every eight ordinary shares at par value US$0.001 will be combined into one share at par value US$0.008, with fractional shares rounded up to the next whole share. After the consolidation, Zhongchao expects about 3,219,267 Class A shares and 624,972 Class B shares to be outstanding, and each shareholder’s percentage ownership will remain essentially unchanged except for rounding effects.
Zhongchao Inc. held two extraordinary general meetings where shareholders approved major changes to its capital structure and governance. Class A shareholders first approved a voting rights variation increasing the voting power of each Class B ordinary share from 100 votes to 1,000 votes, with the sole Class B holder also giving written consent.
At the subsequent all-holders meeting, shareholders approved a large share capital increase, raising authorised capital from US$500,000 (450,000,000 Class A and 50,000,000 Class B shares) to US$20,000,000 (18,000,000,000 Class A and 2,000,000,000 Class B shares). They also passed resolutions for a share consolidation, and adopted amended and restated constitutional documents to reflect the capital increase, consolidation and revised voting rights.