美國

證券和交易委員會

華盛頓特區 20549

表格6-K

根據規則13a-16或15d-16，彙報外國私人發行人 在1934年證券交易所法案下

根據1934年證券交易法

2024年11月份

佣金檔案編號：001-39229

衆巢醫學 INC.

（註冊人名稱）

南溪創意中心，218套間

延安中路841號

中國上海靜安區200040

電話：021-32205987

請選擇註冊人是否按Form 20-F或Form 40-F覆蓋提交年度報告。 Form 20-F [X] Form 40-F []

20-F表 ☒ 40-F表 ☐

20-F表格 ☒ 40-F表格 ☐

第6-K表格中包含的信息

On November 14, 2024, Zhongchao Inc., a Cayman Islands exempted company (the 「Company」) entered into securities purchase agreements (the 「Securities Purchase Agreements」) with certain purchasers listed on the signature pages thereto (the 「Purchasers」), in connection with the issuance and sale (the 「Private Placement」) of (i) an aggregate of 10,000,000 Class A ordinary shares, par value US$0.001 per share, of the Company (the 「Class A Ordinary Shares」) and (ii) warrants (the 「Warrants,」 and, together with the Class A Ordinary Shares, the 「Securities」) to purchase an aggregate of 40,000,000 Class A Ordinary Shares at an exercise price of $1.80 per share with respect to 50% of the Warrants and an exercise price of $2.00 per share with respect to the other 50% of the Warrants, subject to adjustment as provided therein, for an aggregate purchase price of $3,000,000. The Warrants will become exercisable for cash or on a cashless basis upon issuance and will expire one year after the issuance date. The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by the full text of the Warrants, the form of which is attached hereto as Exhibit 4.1.

The Securities Purchase Agreements contain customary representations, warranties and agreements by the Company and the Purchasers, and indemnification obligations of the Company against certain liabilities, including for liabilities under the Securities Act of 1933, as amended (the 「Securities Act」). The foregoing description of the Securities Purchase Agreements does not purport to be complete and is qualified in its entirety by the full text of such agreements, the form of which is attached hereto as Exhibit 10.1.

On November 19, 2024, the parties closed the Private Placement. The Company intends to use the net proceeds from the Private Placement for working capital purposes. The sale of the Securities is being made pursuant to the provisions of Regulation S promulgated under the Securities Act. No placement agent was involved in the Private Placement.

附件描述

簽名

根據1934年證券交易法的要求，登記人已通過其代表簽署本報告，由其授權。