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 ~~December~~August ~~2024~~2025

Commission File Number: 001-39229

ZHONGCHAO INC.

(Exact name of registrant as specified in its charter)

~~Nanxi~~Room ~~Creative Center~~2504, ~~Suite~~OOCL ~~218~~Tower

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 ☐

~~Zhongchao~~Adoption ~~Inc., a Cayman Islands exempt company (the “Company”) held its 2024 annual general meeting (the “Meeting”)~~ of ~~shareholders~~2025 atEquity ~~9:00~~Incentive a.m. Eastern Time, on December 18, 2024, at Nanxi Creative Center, Suite 218, 841 Yan’an Middle Road, Jing’An District, Shanghai, People’s Republic of China. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to one hundred votes. Holders of a total of 885,804 ordinary shares (consisting of 336,032 Class A Ordinary Shares and 549,772 Class B Ordinary Shares), out of a total of 5,614,896 shares (consisting of 5,065,124 Class A Ordinary Shares and 549,772 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 November 6, 2024 was reached. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:Plan

1On August 4, 2025, the board of directors of Zhongchao Inc. ~~Adoption~~(the “Company”) approved the adoption of ~~Amended~~the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), which became effective on the same day. The 2025 Plan provides for discretionary grants of, among the others, options, share appreciation right, restricted shares, restricted share units, performance units and ~~Restated~~performance ~~Articles~~shares to employees, directors and consultants of ~~Association~~the Company. The number of ordinary shares that may be issued under the 2025 Plan is limited to 10,000,000 shares to be increased on the first trading day of each calendar year of the Company beginning on the first trading day in January 2026, by an amount equal to 2.0% of the total number of issued and outstanding ordinary shares as of the last trading day in the immediately preceding calendar year. Notwithstanding, the aggregate maximum number of ordinary shares that may be issue under the Plan is 50,000,000 shares.

~~The~~Copy ~~shareholders~~of ~~approved~~ the ~~following~~2025 ~~special~~Plan is being ~~resolution~~furnished ~~for~~as ~~the~~Exhibit ~~adoption~~4.1 with this Current Report on Form 6-K. The foregoing description of the ~~amended~~2025 Plan does not purport to be complete and ~~restated~~is ~~articles~~subject ofto, ~~association~~and (is qualified in its entirety by, the ~~“Amended~~full ~~Articles”):~~text of the 2025 Plan.

~~“It~~As ~~is resolved as~~ a ~~special~~foreign ~~resolution~~private issuer, ~~that~~we ~~the~~are ~~Company adopt the Amended Articles~~permitted, in ~~the~~lieu ~~form~~of ~~set~~certain ~~out~~requirements ~~in Annex A~~ of the ~~Proxy~~NASDAQ ~~Statement,~~Stock inMarket ~~substitution~~Marketplace ~~for,~~Rules (the “Nasdaq Rules”) and subject to ~~the~~certain ~~exclusion of~~exceptions, ~~the~~to ~~Company’s~~follow ~~existing~~the ~~articles~~practices of ~~association~~our tohome country, ~~among~~which ~~other~~for ~~things,~~the ~~remove~~purpose ~~requirements~~of ~~for~~such rules is the ~~Company~~Cayman Islands, pursuant to ~~hold~~the ~~annual~~home ~~general meetings~~country ~~and~~rule ~~make~~exemption ~~other~~set ~~consequential~~forth ~~and~~under ~~administrative~~Nasdaq ~~updates~~Rules 5615(a)(3).”

For		Against		Abstain
55,280,486		32,734		12

We elected to be exempt from the requirements under Nasdaq Rules 5635. Nasdaq Rules 5635 generally provides that shareholder approval is required prior to issuance (or potential issuance) of securities in relation to (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings whereby there is a 20% Issuance at a price that is less than the Minimum Price, as defined in Nasdaq Rules 5635(d). Our Cayman Islands counsel, Ogier, has provided a letter to Nasdaq certifying that under Cayman Islands law and our amended and restated memorandum and articles of association, we are not prohibited from issuing securities without first obtaining shareholder approval where such issuance of securities otherwise requires shareholder approval under Nasdaq Rules 5635.

2.INCORPORATION ~~Election~~BY ~~of Class II Directors~~REFERENCE

~~The~~This ~~following~~report ~~individuals~~on ~~were~~Form re6-~~elected~~K ~~as Class~~is IIhereby ~~directors~~incorporated toby ~~serve~~reference onin the ~~Board~~registration ofstatements ~~Directors~~ of the Company, toon ~~hold~~Form ~~office~~F-3 ~~for~~(No. a333-279667) ~~five~~and Form F-~~year~~3 ~~term~~(No. 333-283916) to the extent not superseded by documents or reports subsequently filed or furnished.

Class II Director’s Name	For		Against		Abstain
Weiguang Yang		55,297,492		11,980		3,760
Pei Xu		55,297,472		11,980		3,780

EXHIBIT INDEX

3. Approval of the Appointment of the Independent Registered Public Accounting Firm

Exhibit No.		Description
4.1		Zhongchao Inc. 2025 Equity Incentive Plan

It was approved to appoint Prager Metis CPAs, LLC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.

For		Against		Abstain
55,302,622		10,546		64

Exhibits

Exhibit No.		Description
3.1		Amended and Restated Articles of Association adopted on December 18, 2024

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: December 20, 2024	By:	/s/ Weiguang Yang
Date: August 22, 2025	By:	/s/ Weiguang Yang
		Weiguang Yang Chief Executive Officer
		Weiguang Yang
		Chief Executive Officer

Filing Compare · Zhongchao Inc.