| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value$ 0.001 per share |
| (b) | Name of Issuer:
Zhongchao Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
Room 2504, OOCL Tower, 841 Yan'an Middle Road, Jing'An District, Shanghai,
CHINA
, 200040. |
Item 1 Comment:
This amendment No. 2 (the "Amendment") to the Schedule 13D is filed to amend and supplement the statement on Schedule 13D, initially filed with the Securities and Exchange Commission (the "SEC") on February 26, 2020 ( the "Schedule 13D").
This Amendment is being filed on behalf of More Healthy Holdings Limited, a company limited by shares incorporated under the laws of British Virgin Islands ("More Healthy") and Mr. Weiguang Yang ("Yang"), the sole member of More Healthy (collectively the "Reporting Persons"), relating to Ordinary Shares of the Company. The person having voting, dispositive or investment powers over More Healthy Holdings Limited is Yang.
This Amendment is being filed because the Ordinary Shares beneficially owned by the Reporting Persons has increased by an amount in excess of one percent of the total number of Ordinary Shares outstanding.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule 13D remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | Item 2(a) and (b) of the Schedule 13D is amended and supplemented as follows:
The names of the persons filing this Statement are:
i. Yang; and
ii. More Healthy. |
| (b) | The principal business address of Yang is c/o Zhongchao Inc., Room 2504, OOCL Tower, 841 Yan'an Middle Road, Jing'An District, Shanghai, China 200040.
The principal office address for More Healthy is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is amended and supplemented by adding the following:
On February 20, 2024, upon the shareholders' approvals at the extraordinary general meeting of shareholders, the Company adopted the amended and restated memorandum and articles of association to effectuate a 1-for-10 share consolidation of the Company's ordinary shares of US$0.0001 par value each.
On August 25, 2025, the Company granted a restricted share awards of a total of 5,000,000 Ordinary Shares (the "Restricted Shares") to Yang under the Company's 2025 Equity Incentive Plan ("August 2025 Restricted Share Grant"), including 550,000 Class A Ordinary Shares and 4,450,000 Class B Ordinary Shares, which will become vested on February 25, 2026. The August 2025 Restricted Share Grant is subject to the Company's 2025 Equity Incentive Plan and Restricted Share Agreement (as defined below).
As a result, More Healthy currently owns 549,772 Class B Ordinary Shares, and Yang currently owns an aggregate of 5,549,772 Ordinary Shares, including (i) 549,772 Class B Ordinary Shares held by More Healthy, (ii) 550,000 unvested Class A Ordinary Shares directly held by Yang, and (iii) 4,450,000 unvested Class B Ordinary Shares directly held by Yang, respectively.
The foregoing description of the 2025 Equity Incentive Plan and the Restricted Share Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of 2025 Equity Incentive Plan and the Restricted Share Agreement, which are incorporated herein by reference to Exhibit 99.4 and Exhibit 99.5 to this Amendment, respectively.
For more detail see Item 5. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is amended and supplemented by adding the following:
On August 25, 2025, the Company granted a restricted share awards of a total of 5,000,000 Restricted Shares to Yang under the Company's 2025 Equity Incentive Plan, including 550,000 Class A Ordinary Shares and 4,450,000 Class B Ordinary Shares, which will become vested on February 25, 2026. Yang has the right to vote, but not the right to dispose or direct the disposition of, the unvested 2025 Restricted Shares beneficially owned by him. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is amended and supplemented as follows:
a. As of the date hereof, the aggregate number and percentage of the Company's Ordinary Shares to which this Amendment relates is:
i. Yang: 5,549,772 Ordinary Shares, including (i) 550,000 unvested Class A Ordinary Shares directly held by Yang, (ii) 4,450,000 unvested Class B Ordinary Shares directly held by Yang, and (iii) 549,772 Class B Ordinary Shares held by More Healthy; and
ii. More Healthy: 549,772 Class B Ordinary Shares |
| (b) | b. The beneficial ownership of each of the Reporting Persons is:
i. Yang:
sole power to vote or direct the vote of 5,549,772 Ordinary Shares, including (i) 550,000 unvested Class A Ordinary Shares directly held by Yang, (ii) 4,450,000 unvested Class B Ordinary Shares directly held by Yang, and (iii) 549,772 Class B Ordinary Shares held by More Healthy;
shared power to vote or direct the vote of 0 Ordinary Share;
sole power to dispose or direct the disposition of 549,772 Class B Ordinary Shares held by More Healthy; and
share power to dispose or direct the disposition of 0 Ordinary Share.
ii. More Healthy:
sole power to vote or direct the vote of 549,772 Class B Ordinary Shares;
shared power to vote or direct the vote of 0 Ordinary Share;
sole power to dispose or direct the disposition of 549,772 Class B Ordinary Shares; and
share power to dispose or direct the disposition of 0 Ordinary Share. |
| (c) | Other than as described in Item 4 above, no transactions in the Ordinary Shares of the Company were effected by the Reporting Persons during the past 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is amended and supplemented by adding the following:
"Restricted Share Agreement
Yang is a party to that certain restricted share agreement with the Company, pursuant to which the Company granted him 5,000,000 Restricted Shares under the Company's 2025 Equity Incentive Plan, including 550,000 Class A Ordinary Shares and 4,450,000 Class B Ordinary Shares, which will become vested on February 25, 2026. These Restricted Shares were awarded to Yang as compensation for his services as the Chief Executive Officer of the Company. The Restricted Share Agreement is attached hereto as Exhibit 99.5."
To the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships among the persons named in Item 2 with respect to any securities of the Company, except as described herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Schedule 13D is amended and supplemented by adding the following:
Exhibit 99.4 2025 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 (File No. 333-289791) filed by the Company with the SEC on August 22, 2025.)
Exhibit 99.5* Restricted Share Agreement dated August 25, 2025, by and between the Company and Weiguang Yang
* filed herewith |
