Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
February 20 2024 - 4:00PM
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 February 2024
ZHONGCHAO INC.
(Exact name of registrant as specified in its charter)
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 ☐
Submission of Matters to a Vote of Security
Holders.
On February 20, 2024, Zhongchao Inc., a Cayman
Islands exempt company (the “Company”) held an extraordinary general meeting of shareholders (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 is entitled to one vote, and each Class B ordinary share is entitled to a hundred votes. Holders of a total of
8,373,826 ordinary shares (consisting of 2,876,111 Class A Ordinary Shares and 5,497,715 Class B Ordinary Shares), out of a total of 24,697,070
shares (consisting of 19,199,355 Class A Ordinary Shares and 5,497,715 Class B Ordinary Shares) issued and outstanding and entitled to
vote at the Meeting have voted. Therefore, a quorum of more than a third of all votes attaching to the total issued voting shares in the
Company at the Meeting as of the record date of January 12, 2024 was reached. The final voting results for each matter submitted to a
vote of shareholders at the Meeting are as follows:
1. The Share Consolidation
It was approved, by way of ordinary resolutions,
to effect a share consolidation of the Company’s ordinary shares at a ratio of one-for-ten such that each ten (10) Class A ordinary
shares with a par value $0.0001 each, are consolidated into one (1) Class A ordinary share with a par value $0.001 each, and that each
ten (10) Class B ordinary shares with a par value $0.0001 each, are consolidated into one (1) Class B ordinary share, par value $0.001
per share (the “Share Consolidation”). As a result of the Share Consolidation, the authorised share capital of the
Company will be amended from $50,000 divided into 450,000,000 Class A Ordinary Shares with a par value of $0.0001 each and 50,000,000
Class B Ordinary Shares with a par value of $0.0001 each to $50,000 divided into 45,000,000 Class A ordinary shares with a par value of
$0.001 each and 5,000,000 Class B ordinary shares with a par value of $0.001 each.
For |
|
Against |
|
Abstain |
552,627,145 |
|
20,116 |
|
350 |
2. The Share Capital Increase
It was approved, by way of ordinary resolutions,
that following the Share Consolidation being effected, the authorized share capital of the Company be increased to $500,000 divided into
450,000,000 Class A Ordinary Shares with a par value of $0.001 each and 50,000,000 Class B Ordinary Shares with a par value of $0.001
each (the “Share Capital Increase”).
For |
|
Against |
|
Abstain |
552,603,312 |
|
43,999 |
|
300 |
3. Amendment of the Amended and Restated Articles
of Association
It was approved, by way of special resolutions,
to amend the Company’s amended and restated memorandum and articles of association as currently in effect to reflect typographical
corrections, the Share Consolidation and the Share Capital Increase.
For |
|
Against |
|
Abstain |
552,603,599 |
|
43,662 |
|
350 |
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 20, 2024 |
By: |
/s/ Weiguang Yang |
|
|
Weiguang Yang
Chief Executive Officer |
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