众巢医学美股招股说明书(2026-08-06版)

ZHONGCHAO INC. 454,545 Class A Ordinary Shares This prospectus supplement and the accompanying prospectus relate to an offering of 454,545 Class A Ordinary Shares, par valueUS$0.744 each (the “Class A Ordinary Shares”), of Zhongchao Inc. (“Zhongchao Cayman,” the “Company,” “we” or “us”). The offeringprice is US$1.10 per Class A Ordinary Share. We are paying the placement agent fees in connection with this offering, as described below. On July 23, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) in connectionwith a registered direct offering (the “July 2026 Offering”) of our Class A Ordinary Shares and, in lieu of Class A Ordinary Shares, pre-funded warrants (the “Pre-Funded Warrants”) to purchase our Class A Ordinary Shares (the “Warrant Shares”). The Securities PurchaseAgreement also provides each purchaser with a 60-day right to purchase, at US$1.10 per share, an additional allocation (the “AdditionalAllocation Option”) of up to 200% of the number of Class A Ordinary Shares and Warrant Shares purchased by such purchaser in the July2026 Offering. In this offering, we are selling 454,545 Class A Ordinary Shares pursuant to the partial exercise by a certain purchaser of itsAdditional Allocation Option under the Securities Purchase Agreement. 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 August 5, 2026 was $1.18 per Class A Ordinary Share. 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 97.4% 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 and the VIE’s subsidiaries in our consolidatedfinancial statements for accounting purposes in accordance with U.S. GAAP. The VIE structure is used to provide investors with exposure to