6-K - ZCMD - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 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 one-for-eight effective on March 2, 2026 (the “Share Consolidation”).

On February 26, 2026, the Company issued a press release announcing the proposed one-for-eight Shareholder Consolidation.

Upon the effectiveness of the Share Consolidation, every eight (8) Class A ordinary shares with a par value of US$0.001 each will be consolidated into one (1) Class A ordinary share with a par value of US$0.008 each, and every eight (8) Class B ordinary shares with a par value of US$0.001 each will be consolidated into one (1) Class b ordinary share with a par value of US$0.008 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 has a total of 25,754,124 Class A ordinary shares and 4,999,772 Class B ordinary shares issued and outstanding, respectively. As a result of the Share Consolidation, the Company will have approximately 3,219,267 Class A ordinary shares and 624,972 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 and the Board on February 10, 2026.

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 will became effective on March 2, 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.

Exhibit No.	Description
3.1	Amended and Restated Memorandum of Association, to become effective on March 2, 2026
99.1	Press Release dated February 26, 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: February 27, 2026	By:	/s/ Weiguang<br>Yang
		Weiguang Yang
		Chief Executive Officer

Exhibit 3.1

ZHONGCHAO INC.

Amended and Restated

Memorandum of Association

(Adopted by special resolution passed on 10 February 2026 and made

effective on 2 March 2026)

ZHONGCHAO INC.

Companies Act (as revised)

Company Limited by Shares

Amended and Restated Memorandum of Association

(Adopted by special resolution passed on 10 February 2026 and made effective on 2 March 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, 4th 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$20,000,000 divided into 2,250,000,000 Class A ordinary shares with a par value of US$0.008 each and 250,000,000 Class B Ordinary Shares with a par value of US$0.008 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.

Exhibit 99.1

Zhongchao Inc. Announces 1-for-8 ShareConsolidation

SHANGHAI, Feb. 26, 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-8 share consolidation of the Company’s ordinary shares of US$0.001 par value each (the “Share Consolidation”).

Beginning with the opening of trading on March 2, 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 G9897X123. The objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market.

Upon the effectiveness of the Share Consolidation, every eight (8) Class A ordinary shares with a par value of US$0.001 each will be consolidated into one (1) Class A ordinary share with a par value of US$0.008 each, and every eight (8) Class B ordinary shares with a par value of US$0.001 each will be consolidated into one (1) Class B ordinary share with a par value of US$0.008 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 has a total of 25,754,124 Class A ordinary shares and 4,999,772 Class B ordinary shares issued and outstanding, respectively. As a result of the Share Consolidation, the Company will have approximately 3,219,267 Class A ordinary shares and 624,972 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 and board of directors on February 10, 2026.

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 containsforward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statementsconcerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that areother 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 statementsare not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially fromthe Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risksincluding, 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 educationalservices market in China and the other international markets the Company plans to serve; reputation and brand; the impact of competitionand pricing; government regulations; fluctuations in general economic and business conditions in China and the international markets theCompany plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by theCompany with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statementsin this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review atwww.sec.gov.The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances thatarise after the date hereof.

For more information, pleasecontact:

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