UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
ZHONGCHAO INC.
(Exact name of registrant as specified in its charter)
Room 2504, OOCL Plaza
841 Yan’an Middle Road
Jing’An District, Shanghai, China 200040
Tel: 021-32205987
(Address of Principal Executive Office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
EXPLANATORY NOTE
As previously announced, Zhongchao Inc., a Cayman
Islands exempt company (the “Company”) held an extraordinary general meeting of shareholders on February 10, 2026 (the
“Meeting”) where the shareholders approved, among others things, that the Company effectuates share consolidations
at any one time or multiple times during a period of up to three years of the date of the Meeting, at such consolidation ratio and effective
time as the board of directors of the Company (the “Board”) may determine in its sole discretion, provided that the
accumulated consolidation ratio for all such share consolidation(s) shall not be less than 2:1 nor greater than 250:1, subject to the
Board’s approval. The Board further approved to effect a share consolidation of the Company’s ordinary shares at a ratio of
1-for-31 effective on June 8, 2026 (the “Share Consolidation”).
On June 4, 2026, the Company issued a press release
announcing the proposed 1-for-31 Shareholder Consolidation.
Beginning with the opening of trading on June
8, 2026, the Company’s Class A ordinary shares began trading on a post-Share Consolidation basis on the Nasdaq Capital Market under
the same symbol “ZCMD,” but under a new CUSIP number of G9897X131.
Upon the effectiveness of the Share Consolidation,
every thirty-one (31) Class A ordinary shares with a par value of US$0.008 each was consolidated into one (1) Class A ordinary share with
a par value of US$0.008 each, and every thirty-one (31) Class B ordinary shares with a par value of US$0.008 each was consolidated into
one (1) Class B ordinary share with a par value of US$0.248 each. No fractional shares will be issued as a result of the Share Consolidation.
Instead, any fractional shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. Immediately
prior to the Share Consolidation, the Company had a total of 79,685,696 Class A ordinary shares and 624,972 Class B ordinary shares issued
and outstanding, respectively. As a result of the Share Consolidation, the Company has approximately 3,449,475 Class A ordinary shares
and 20,161 Class B ordinary shares issued and outstanding, respectively, subject to the rounding up of any fractional shares. The Share
Consolidation affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s
outstanding ordinary shares, except for adjustments that may result from the treatment of fractional shares. The Share Consolidation was
approved by the Company’s shareholders on February 10, 2026 and the Board on March 31, 2026, respectively.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
The Company’s amended and restated memorandum
of association (the “Amended MoA”) in connection with the Share Consolidation became effective on June 8, 2026. The
Amended MoA is filed as Exhibit 3.1 hereto, which is incorporated by reference herein.
This Report does 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.
INCORPORATION BY REFERENCE
This Report on Form 6-K is hereby incorporated
by reference in the Company’s registration statement on Form
S-8 (File No. 333-289791), Form
S-8 (File No. 333-288589), Form
F-3 (File No. 333-279667) and Form
F-3 (File No. 333-283916) to the extent not superseded by documents or reports subsequently filed or furnished.
Financial Statements and Exhibits.
Exhibits:
| Exhibit No. |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum of Association, effective on June 8, 2024 |
| 99.1 |
|
Press Release dated June 4, 2026. |
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
Zhongchao Inc. |
| |
|
| Date: June 9, 2026 |
By: |
/s/ Weiguang Yang |
| |
|
Weiguang Yang
Chief Executive Officer |
Exhibit 99.1
Zhongchao Inc. Announces 1-for-31 Share Consolidation
SHANGHAI, June 4, 2026 /PRNewswire/ -- Zhongchao Inc. (NASDAQ: ZCMD)
(“Zhongchao” or the “Company”), a platform-based internet technology company offering services for patients with cancer
and other major diseases, today announced that the Company will effectuate a 1-for-31 share consolidation of the Company’s ordinary shares
of US$0.008 par value each (the “Share Consolidation”).
Beginning with the opening of trading on June 8, 2026, the Company’s
Class A ordinary shares will begin trading on a post-Share Consolidation basis on the Nasdaq Capital Market under the same symbol “ZCMD,”
but under a new CUSIP number of G9897X131. The objective of the Share Consolidation is to maintain its listing on the Nasdaq Capital Market.
Upon the effectiveness of the Share Consolidation, every 31 Class A
ordinary shares with a par value of US$0.008 each will be consolidated into one (1) Class A ordinary share with a par value of US$0.248
each, and every 31 Class B ordinary shares with a par value of US$0.008 each will be consolidated into one (1) Class B ordinary share
with a par value of US$0.248 each. No fractional shares will be issued as a result of the Share Consolidation. Instead, any fractional
shares that would have resulted from the Share Consolidation will be rounded up to the next whole number. Immediately prior to the Share
Consolidation, as of the date hereof, the Company has a total of 79,685,696 Class A ordinary shares and 624,972 Class B ordinary shares
issued and outstanding, respectively. As a result of the Share Consolidation, the Company will have approximately 2,570,507 Class A ordinary
shares and 20,161 Class B ordinary shares issued and outstanding, respectively, subject to the rounding up of any fractional shares. The
Share Consolidation affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding
ordinary shares, except for adjustments that may result from the treatment of fractional shares. The Share Consolidation was approved
by the Company’s shareholders on February 10, 2026 and board of directors on March 31, 2026, respectively.
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.
Safe Harbor Statement
This press release contains forward-looking statements as defined
by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely
to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and
involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the
forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the
Company’s goals and strategies; the Company’s future business development; product and service demand and acceptance; changes in technology;
economic conditions; the growth of the professional training and educational services market in China and the other international markets
the Company plans to serve; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general
economic and business conditions in China and the international markets the Company plans to serve and assumptions underlying or related
to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors
are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed
in the Company’s filings with the SEC, which are available for review at www.sec.gov.
The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that
arise after the date hereof.
For more information, 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
