众巢医学美股招股说明书(2026-07-24版)

300,000 Class A Ordinary Shares4,245,455 Pre-Funded Warrants to Purchase Class A Ordinary Shares4,245,455 Class A Ordinary Shares Issuable upon Exercise of 4,245,455 Pre-Funded Warrants This prospectus supplement and the accompanying prospectus relates to an offering of 300,000 Class A Ordinary Shares of par valueUS$0.744 each (the “Class A Ordinary Shares”), of Zhongchao Inc. (“Zhongchao Cayman,” the “Company,” “we” or “us”), and in lieu ofoffering Class A Ordinary Shares, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 4,245,455 Class A Ordinary Shares (the“Warrant Shares”). We are also registering 4,245,455 Class A Ordinary Shares underlying the Pre-Funded Warrants pursuant to thisprospectus supplement and the accompanying prospectus. The offering price for the Class A Ordinary Shares is $1.10 per Class A OrdinaryShare, and the purchase price of each Pre-Funded Warrant is $1.10(less the exercise price of US$0.001 per share). We are paying theplacement agent fees in connection with this offering, as described below. Our Class A Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “ZCMD.” The last reported sale price of ourClass A Ordinary Shares on the Nasdaq Capital Market on July 23, 2026 was $1.73 per Class A Ordinary Share. There is no established publictrading market for the Pre-Funded Warrants, and we do not intend to list the Pre-Funded Warrants on any national securities exchange ortrading system. Without a trading market, the liquidity of the Pre-Funded Warrants will be limited. We are also registering the Class AOrdinary Shares issuable upon exercise of the Pre-Funded Warrants and anticipate that such Class A Ordinary Shares will trade on the NasdaqCapital Market. Our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to onevote, and each Class B ordinary share is entitled to 1,000 votes on all matters subject to vote at general meetings of our company. Each ClassB ordinary share can be convertible into Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares shallnot be convertible into Class B ordinary shares under any circumstances. Additionally, we are a “controlled company” as defined under the Corporate Governance Rules of Nasdaq. As of the date of thisprospectus, Mr. Weiguang Yang, the founder, Chief Executive Officer and Chairman of the Board of Directors of the Company, beneficiallyowns 2,500,740 Class A Ordinary Shares and 206,721 Class B Ordinary Shares, respectively, representing approximately 99.45% of theaggregate voting power of the Company’s ordinary shares issued and outstanding. For so long as we remain a controlled company under thisdefinition, we are permitted to elect to rely on certain exemptions from corporate governance rules, including the exemption from the rule thata majority of our board of directors must be independent directors. Zhongchao Cayman is an offshore holding company incorporated as an exempted company with limited liability in the CaymanIslands. Zhongchao Cayman is not a Chinese operating company, but a Cayman Islands holding company with no material operations of itsown. Zhongchao Cayman, through the contractual arrangements (the “Contractual Arrangements”), between Beijing Zhongchao ZhongxingTechnology Limited (“Zhongchao WFOE”), a wholly owned subsidiary of Zhongchao Cayman incorporated in the People’s Republic ofChina (the “PRC” or “China”), and a variable interest entity (the “VIE”), Zhongchao Medical Technology (Shanghai) Co., Ltd. (“ZhongchaoShanghai”) and its subsidiaries (collectively with Zhongchao Shanghai, the “the PRC operating entities”), consolidate the financial results ofthe PRC operating entities.We chose such VIE structure dueto the restrictions imposed by PRC laws and regulations on foreign ownership ofcompanies engaged in value-added telecommunication services and certain other businesses, and the PRC operating entities operate theirbusinesses in which foreign investment is restricted or prohibited in the PRC. You are not investing in the PRC operating entities. The securities offered hereunder this are securities of Zhongchao Cayman, theCayman Islands holding company, rather than any securities of the PRC operating entities,therefore, our investors may never hold equityinterests in the PRC operating entities. Neither we nor our subsidiaries own any share or equity interest in the PRC operating entities. Instead,we consolidate financial results of the PRC operating entities through the Contractual Arrangements by and among Zhongchao WFOE, theVIE and the shareholders of the VIE. As a result of Zhongchao Cayman’s direct ownership in Zhongchao WFOE and the ContractualArrangements, we treat the VIE and the VIE’s subsidiaries as the consolidated entities under U.S. GAAP, but we do not own share or equityinterests in the VIE or its subsidiaries. We have consolidated the financial results of the VIE