ZCMD 6-K
Zhongchao Inc. (ZCMD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE13a-16 OR 15d-16UNDER 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
On June 18, 2026, Zhongchao Inc., a Cayman Islands exempt company (the “Company”) held an extraordinary general meeting of shareholders of the Company (the “Meeting”) at 9:00 a.m. Eastern Time, at the offices of Robinson & Cole LLP located at 666 Third Avenue, 20th Floor, New York, NY 10017.
Each Class A ordinary share, par value $0.248 per share of the Company (the “Class A Ordinary Share”) is entitled to one (1) vote, and each Class B ordinary share, par value $0.248 per share of the Company (the “Class B Ordinary Share” and, together with the Class A Ordinary Shares, collectively, the “Ordinary Shares”) is entitled to one hundred (1,000) votes.
Holders of a total of 70,000 Ordinary Shares (consisting of 49,839 Class A Ordinary Shares and 20,161 Class B Ordinary Shares), out of a total of 3,469,636 shares (consisting of 3,449,475 Class A Ordinary Shares and 20,161 Class B Ordinary Shares) issued and outstanding and entitled to vote at the Meeting have voted. Therefore, a quorum of more than one-third of all votes attaching to the total issued voting shares in the Company as of the record date of June 9, 2026 was reached. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
1. The Share Capital Increase Proposal
The shareholders approved the following:
It is resolved, as an ordinary resolution, that the authorised share capital of the Company be immediately increased from US$20,000,000 divided into 72,580,645.16129030 Class A ordinary shares with a par value of US$0.248 each and 8,064,516.12903226 Class B ordinary shares with a par value of US$0.248 each to US$10,000,000,000 divided into 36,290,322,580.64520 Class A ordinary shares with a par value of US$0.248 each and 4,032,258,064.51613 Class B ordinary shares with a par value of US$0.248 each (the “Share Capital Increase”).
| For | Against | Abstain |
|---|---|---|
| 20,176,066 | 31,766 | 3,007 |
2. The Share Capital Increase Proposal
The shareholders approved the following:
It is resolved as a special resolution that, subject to and immediately following the Share Capital Increase being effected, the Company adopt an amended and restated memorandum of association in the form as set forth in Annex A to the proxy statement in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Increase.
| For | Against | Abstain |
|---|---|---|
| 20,176,085 | 34,143 | 611 |
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3. The Share Consolidation Proposal
The shareholders approved the following:
It is resolved as an ordinary resolution that:
| a. | conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”): | |
|---|---|---|
| (i) | the authorised, issued, and outstanding Class A ordinary shares and Class B ordinary shares of the Company (collectively, the “Shares”) be consolidated at any one time or multiple times during a period of up to three years of the date of the Meeting, at the exact consolidation ratio and effective time as the Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, “Share Consolidations,” and each a “Share Consolidation”) shall not be less than 2:1 nor greater than 250:1, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association; | |
| --- | --- | |
| (ii) | no fractional Shares be issued in connection with the Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation(s), the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and | |
| --- | --- | |
| (iii) | any change to the Company’s authorised share capital in connection with, and as necessary to effect, the Share Consolidation(s) be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and | |
| --- | --- | |
| b. | any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation(s), if and when deemed advisable by the Board in its sole discretion. | |
| --- | --- | |
| For | Against | Abstain |
| --- | --- | --- |
| 20,171,893 | 36,783 | 2,163 |
4. The Share Consolidation M&A Amendment Proposal
The shareholders approved the following:
It is resolved as a special resolution that, subject to and immediately following each Share Consolidation being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect such Share Consolidation.
| For | Against | Abstain |
|---|---|---|
| 20,174,393 | 35,838 | 608 |
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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.
Exhibits
| Exhibit No. | Description |
|---|---|
| 3.1 | Amended and Restated Memorandum of Association adopted on June 18, 2026 |
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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 23, 2026 | By: | /s/ Weiguang<br> Yang |
| Weiguang Yang | ||
| Chief Executive Officer |
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Exhibit 3.1
ZHONGCHAO INC.
| Amended and Restated Memorandum of Association |
|---|
| (Adopted by special resolution passed on June 18, 2026) |
ZHONGCHAO INC.
| Companies Act (as revised) |
|---|
| Company Limited by Shares |
| Amended and Restated Memorandum of Association |
| (Adopted by special resolution on June 18, 2026) |
| 1 | Company Name |
|---|
The name of the Company is ZHONGCHAO INC..
| 2 | Registered Office |
|---|
The registered office of the Company will be situate at Harneys Fiduciary (Cayman) Limited, 4^th^ Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands or at such other place as the Directors may from time to time decide.
| 3 | Objects |
|---|
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by law as provided by Section 7(4) of the Companies Act (as revised).
| 4 | Powers of Company |
|---|
Except as prohibited or limited by the Companies Act (as revised) (as amended from time to time) and subject to the rules and regulations of the trading market on which the Company’s outstanding shares then trade, if any, the Company shall have and be capable of from time to time and all times exercising any and all of the powers at any time or from time to time exercisable by a natural person or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this memorandum of association and the articles of association of the Company and the power to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company to do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, options, warrants and other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company or without security; to invest monies of the Company in such manner as the directors determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to shareholders of the Company; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to directors, officers, employees, past or present, and their families; to carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the directors, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid.
| 5 | Limited Liability |
|---|
The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
| 6 | Authorised Capital |
|---|
The share capital of the Company is US$10,000,000,000 divided into 36,290,322,580.64520 Class A ordinary shares with a par value of US$0.248 each and 4,032,258,064.51613 Class B ordinary shares with a par value of US$0.248 each, provided always that the Company acting by its board of directors shall have power to purchase and/or redeem any or all of such shares and to increase or reduce the said capital of the Company and to sub-divide or consolidate the said shares or any of them subject to the provisions of the Companies Act, the articles of association and the rules of the applicable trading market on which the capital is then traded and to issue all or any part of its capital whether original, purchased, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
| 7 | Part VII of the Companies Act (as revised) |
|---|
If the Company is registered as an exempted company in accordance with Part VII of the Companies Act (as revised), the Company will comply with the provisions of such law relating to exempted companies and, subject to the provisions of the Companies Act and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
| 8 | Amendment |
|---|
The Company shall have power to amend this memorandum of association by special resolution.