Zhongchao Inc. Announces Pricing of $5 Million Best Efforts Public Offering

Rhea-AI Summary

Zhongchao (NASDAQ: ZCMD) priced a best efforts public offering of approximately $5 million in gross proceeds. The deal covers 9,259,260 units at $0.54 per unit, each including one Class A ordinary share (or pre-funded warrant) and one share purchase warrant.

Warrants have a $0.594 exercise price and six-month term. Closing is expected on or about June 1, 2026, with investors able to buy additional units for 30 days at the same price.

Positive

• Best efforts offering targets approximately $5 million in gross proceeds
• Issuance of 9,259,260 units provides additional capital access for Zhongchao
• Investors may purchase up to an additional equal number of units within 30 days
• Warrants with $0.594 exercise price could bring in extra capital if exercised

Negative

• Sale of 9,259,260 units, each with a share or pre-funded warrant plus warrant, increases potential dilution
• Additional unit purchase option within 30 days further expands potential future share dilution

News Market Reaction – ZCMD

-69.09% 34.4x vol

32 alerts

-69.09% Session close to close

+18.3% Peak Tracked

-81.5% Trough Tracked

$2.27M Market Cap

34.4x Rel. Volume

In the May 29 session, ZCMD declined 69.09%, reflecting a significant negative market reaction. Argus tracked a peak move of +18.3% during that session. Argus tracked a trough of -81.5% from its starting point during tracking. Our momentum scanner triggered 32 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 34.4x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -69.1% in the session following this news. The decline reflects investor concern o...

Analysis

The stock dropped -69.1% in the session following this news. The decline reflects investor concern over dilution and complex unit structures. The company had already undergone a 1-for-8 share consolidation that drew a -10.68% reaction, so another capital-related event triggering a sharp selloff fits this pattern. With Units priced at $0.54 and additional Warrants and pre-funded warrants creating overhang, the market reaction aligned with worries about existing shareholders’ stake being spread over more securities.

Key Figures

Offering size: $5 million Units offered: 9,259,260 Units Unit price: $0.54 per Unit +5 more

8 metrics

Offering size $5 million Gross proceeds from best efforts public offering

Units offered 9,259,260 Units Units in best efforts public offering

Unit price $0.54 per Unit Public offering price for each Unit

Par value $0.008 per share Par value of each Class A ordinary share

Pre-funded warrant price adjustment $0.008 Unit price minus $0.008 determines pre-funded warrant purchase price

Warrant exercise price $0.594 per share Initial exercise price of each Warrant

Additional purchase window 30 days Period purchasers may elect to buy additional Units

Registration file number 333-295628 Form F-1 registration statement file number

Historical Context

1 past event · Latest: Feb 26 (Negative)

Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 26	Share consolidation	Negative	-10.7%	1-for-8 share consolidation to regain Nasdaq minimum bid compliance.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Limited history, but the recent share consolidation and today’s equity offering both coincided with negative price reactions.

Recent Company History

In the last six months, Zhongchao executed a 1-for-8 share consolidation effective March 2, 2026 to regain Nasdaq Rule 5550(a)(2) compliance, which saw a -10.68% reaction the next day. Since then, filings progressed toward a best-efforts unit offering via Form F-1 and F-1/A, culminating in today’s priced deal of Units with attached Warrants and pre-funded warrants. Together, these actions show an ongoing focus on maintaining listing status and accessing capital amid weaker 2025 financial results.

Key Terms

best efforts public offering, pre-funded warrant, warrant, placement agent, +2 more

6 terms

best efforts public offering financial

"announced the pricing of a best efforts public offering with gross proceeds"

A best efforts public offering is a way a company sells new shares or bonds where the broker or bank agrees to try to sell as many securities as possible but does not promise to buy any unsold portion. Think of it like a salesperson taking items on consignment: they will work to sell them, but the seller bears the risk if some remain unsold. For investors, this matters because it can signal weaker demand and greater uncertainty about how many securities will actually be placed and how the price may move.

pre-funded warrant financial

"or in lieu thereof, a pre-funded warrant, and one warrant to purchase"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

warrant financial

"and one warrant to purchase one Class A ordinary share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

placement agent financial

"Univest Securities, LLC is acting as sole placement agent for the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

registration statement on Form F-1 regulatory

"pursuant to a registration statement on Form F-1, as amended (File No."

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

prospectus regulatory

"only by means of a written preliminary prospectus and final prospectus"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

View original content:https://www.prnewswire.com/news-releases/zhongchao-inc-announces-pricing-of-5-million-best-efforts-public-offering-302785713.html

SOURCE Zhongchao Inc.

FAQ

What are the key terms of Zhongchao (NASDAQ: ZCMD) $5 million public offering announced on May 29, 2026?

Zhongchao priced a best efforts public offering targeting about $5 million in gross proceeds. According to Zhongchao, it will sell 9,259,260 units at $0.54 per unit, each with one Class A share or pre-funded warrant and one share purchase warrant.

How many units and shares are included in the Zhongchao (ZCMD) May 2026 offering?

The offering includes 9,259,260 units, each tied to one Class A share or a pre-funded warrant. According to Zhongchao, every unit also carries one warrant to purchase a Class A share, creating both immediate and potential future share issuance.

What are the warrant terms in the Zhongchao (ZCMD) May 29, 2026 public offering?

Each unit includes a warrant with a $0.594 exercise price per Class A share. According to Zhongchao, these warrants are exercisable from the issuance date until the six-month anniversary and may generate extra capital if investors exercise them.

When is the closing date for Zhongchao (ZCMD) $5 million best efforts offering?

The offering is expected to close on or about June 1, 2026. According to Zhongchao, this timing depends on customary closing conditions, with securities registered under an effective Form F-1 filing with the US Securities and Exchange Commission.

Can investors buy additional units in the Zhongchao (ZCMD) May 2026 offering?

Investors may elect to purchase additional units for up to 30 days after closing. According to Zhongchao, each purchaser can buy up to the number of units originally purchased, at the same $0.54 per-unit public offering price.

What is the price of pre-funded warrants in the Zhongchao (ZCMD) May 2026 offering?

Pre-funded warrants have a purchase price equal to the unit price minus $0.008. According to Zhongchao, they are exercisable immediately upon issuance, expire once fully exercised, and provide an alternative to receiving the underlying Class A share directly.

Who is the placement agent for Zhongchao (ZCMD) $5 million best efforts public offering?

Univest Securities is acting as sole placement agent for the Zhongchao offering. According to Zhongchao, electronic copies of the final prospectus, once available, may be obtained from Univest Securities or accessed on the US Securities and Exchange Commission website.