Report of Foreign Issuer (6-k)
September 16 2020 - 2:39PM
Edgar (US Regulatory)
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 September 2020
ZHONGCHAO
INC.
(Translation
of Registrant’s name into English)
Nanxi
Creative Center, Suite 218
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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
CONTENTS
As
previously disclosed in the Registration Statement on Form F-1 (File No. 333- 333-234807) filed with the Securities and Exchange
Commission on January 10, 2020 (the “Registration Statement”), Zhongchao Inc. (the “Registrant”) conducts
its operations through its variable interest entity (“VIE”), Zhongchao Medical Technology (Shanghai) Limited (“Zhongchao
Shanghai”), a limited liability company established under the laws of the China, which is controlled through VIE arrangements
in lieu of direct equity ownership by the Registrant or any of its subsidiaries. Such VIE arrangements consist of a series of
six agreements (collectively, the “Original VIE Arrangements”), which were signed on August 14, 2019, which
were filed as a part of the exhibits to the Registration Statement.
Pursuant
to the Equity Interest Pledge Agreement among Beijing Zhongchao Zhongxing Technology Limited (“Zhongchao WFOE”) and
Zhongchao Shanghai and its shareholders dated as of August 14, 2019, Zhongchao Shanghai was 44.91% owned by Mr. Weiguang Yang,
the Chief Executive Officer and Chairman of the Board of the Registrant, and 13.87% owned by Shanghai Xingzhong Investment Management
LP, Ltd., the general partner of which is Mr. Yang (“Shanghai Xingzhong”), 12.68% owned by Shanghai Haoxi Investment
Management LP., Ltd., 6.25% owned by Yantai Hanfujingfei Investment Centre (LP), 6.25% owned by Ningbo Meishang Bonded Port Area
Mijia Equity Investment LP, Ltd., with the remaining equity interests owned by certain minority shareholders.
On
August 1, 2020, all shareholders of Zhongchao Shanghai, except Mr. Yang and Shanghai Xingzhong, decided to withdraw their capital
contribution from Zhongchao Shanghai (the “Capital Reduction”). Given the effect of the Capital Reduction, Mr. Yang
became the 76.4% shareholder of Zhongchao Shanghai with the remaining equity interests held by Shanghai Xingzhong. The Registrant
was advised by its PRC counsel that the Original VIE Arrangements shall be terminated, except for the Master Exclusive Service
Agreement by and between Zhongchao WFOE and Zhongchao Shanghai dated as of August 14, 2019, to reflect the Capital Reduction.
On September 10, 2020, Zhongchao WFOE, and Zhongchao Shanghai, and its shareholders signed a confirmation agreement to confirm
that the Original VIE Agreements have been terminated because of the Capital Reduction.
Accordingly, on September
10, 2020, to clarify the legal effect of the Capital Reduction and to sustain the effective control over Zhongchao Shanghai by
the Registrant, Mr. Yang and Shanghai Xingzhong, as the shareholders of Zhongchao Shanghai, signed a series of VIE agreements
with Zhongchao WFOE, the terms of which are substantially the same as those of the Original VIE Arrangements except the number
of shareholders of Zhongchao Shanghai reduced to two (the “New VIE Agreements”). Upon entry into the
New VIE Agreements, the Original VIE Agreements, except for the Master Exclusive Service Agreement, were expired.
The
board of directors of the Registrant approved and ratified the New VIE Agreements. The Registrant does not expect any negative
impact of these New VIE Agreements on its operation. The New VIE Agreements enable Zhongchao WFOE and the Registrant
to keep the effective control over Zhongchao Shanghai. A copy of the relevant agreements are attached hereto and are incorporated
herein by reference.
Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
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Zhongchao
Inc.
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By:
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/s/ Weiguang Yang
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Name:
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Weiguang
Yang
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Title:
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Chief
Executive Officer
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Date:
September 16, 2020
2
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