LakeShore Biopharma Announces Receipt of Buyer Group Notice and Postponement of Extraordinary General Meeting of Shareholders
Rhea-AI Summary
LakeShore Biopharma (OTCPK: LSBCF / LSBWF) announced receipt of a February 4, 2026 notice from the Buyer Group concerning the previously agreed going-private Merger Agreement at $0.90 per share.
The Buyer Group asserted that arbitral awards and a resulting liability of approximately RMB576,500,000 constitute a Company Material Adverse Effect, and indicated it will not vote at the postponed EGM originally scheduled for February 12, 2026. The Buyer Group stated willingness to negotiate amendments; the company will evaluate options and provide further updates as required under applicable law.
Positive
- Buyer Group signaled willingness to negotiate amendments to the Merger Agreement
- Company committed to evaluating options and to provide further required updates
Negative
- Buyer Group claims a Company Material Adverse Effect tied to RMB576,500,000 arbitral liability
- Buyer Group indicated it will not vote at the EGM, risking merger non-consummation
- Company postponed the EGM and will disregard submitted proxy cards
Key Figures
Market Reality Check
Peers on Argus
No peers appeared in the momentum scanner and no sector headlines were flagged, indicating LSBCF’s -52.94% move is stock-specific to this merger and liability update.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| 2026-01-20 | EGM for merger | Neutral | -0.3% | Scheduled February 12, 2026 EGM to vote on going‑private merger. |
| 2025-11-18 | Nasdaq delisting | Negative | -3.4% | Suspension from Nasdaq and move to OTC Pink after bid‑price non‑compliance. |
| 2025-11-04 | Going‑private deal | Positive | +12.4% | Definitive merger agreement to go private at <b>US$0.90</b> per share. |
News around the going‑private process previously saw modest moves, with the initial merger agreement triggering a clearly positive reaction.
Over recent months, LakeShore Biopharma has been transitioning off Nasdaq to the OTC Pink market following a delisting determination on September 11, 2025. On November 4, 2025 it announced a going‑private merger at US$0.90 per share, which saw a 12.36% price gain the next day. A later notice on the February 12, 2026 extraordinary general meeting led to a flat price reaction. Today’s announcement adds a large arbitral liability of approximately RMB576,500,000, putting the agreed take‑private terms at risk.
Market Pulse Summary
This announcement details a significant twist in LakeShore Biopharma’s going‑private process. The Buyer Group now cites arbitral awards totaling about RMB576,500,000 as a Company Material Adverse Effect, questioning its obligation to close the $0.90-per-share merger. The extraordinary general meeting has been postponed while the company reviews its options. Investors following this story may focus on updated merger terms, further SEC filings, and any clarification on how the liability impacts the original transaction structure.
Key Terms
agreement and plan of merger financial
company material adverse effect regulatory
form 6-k regulatory
registrar of companies regulatory
AI-generated analysis. Not financial advice.
According to the notice, the Buyer Group asserted that the arbitral awards received by the Company from the Kaifeng Arbitration Commission on January 21 and January 22, 2026—previously disclosed in the Company's current report on Form 6-K furnished with the Securities and Exchange Commission (the "SEC") on January 29, 2026—and the resulting financial liability of approximately
The Buyer Group asserted that a condition precedent to Parent's obligation to close the Merger (as defined in the Merger Agreement) is that no Company Material Adverse Effect (as defined in the Merger Agreement) shall have occurred, and the Buyer Group has determined that a Company Material Adverse Effect has occurred and that the Buyer Group has the right not to consummate the Merger. The Buyer Group indicated that it would not attend or cast votes at the upcoming extraordinary general meeting (the "EGM"), scheduled for February 12, 2026, to consider and vote on, among other matters, the proposal to authorize and approve the Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the
The Buyer Group expressed its willingness to engage in good faith discussions with the Company to explore amendments to the transaction terms to facilitate a mutually acceptable resolution and the successful completion of the transaction.
In light of this development, the Company has decided to postpone the previously announced EGM. Any proxy cards that have been submitted to the Company in respect of the EGM will be disregarded. Shareholders of record as of 5 p.m.
The Company will carefully review and evaluate the Buyer Group's claims and the Company's options, and will provide further updates as required under applicable law.
About LakeShore Biopharma Co., Ltd
LakeShore Biopharma, previously known as YS Biopharma, is a global biopharmaceutical company dedicated to discovering, developing, manufacturing, and delivering new generations of vaccines and therapeutic biologics for infectious diseases and cancer. It has developed a proprietary PIKA® immunomodulating technology platform and a new generation of preventive and therapeutic biologics targeting Rabies, Hepatitis B, Influenza, and other virus infections. The Company operates in
For more information, please visit https://investors.lakeshorebio.com/.
Forward-Looking Statements
This press release contains statements that may constitute "forward-looking" statements. These forward-looking statements include, without limitation, the Company's business plans and development, which can be identified by terminology such as "may," "will," "expect," "anticipate," "aim," "future," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. LakeShore Biopharma may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about LakeShore Biopharma's beliefs, plans and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the possibility that events may arise that result in the termination or amendment of the Merger Agreement; the possibility that competing offers will be made; the possibility that financing may not be available; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the Schedule 13E-3 and the proxy statement filed by the Company; the Company's goals and strategies; the Company's future business development, financial condition and results of operations; its ability to provide efficient services and compete effectively; its ability to maintain and enhance the recognition and reputation of its brands; general economic and business conditions globally and in
For investor inquiries, please contact:
IR Team
Tel: +86 (10) 8920-2086
Email: ir@lakeshorebio.com
View original content:https://www.prnewswire.com/news-releases/lakeshore-biopharma-announces-receipt-of-buyer-group-notice-and-postponement-of-extraordinary-general-meeting-of-shareholders-302681193.html
SOURCE LakeShore Biopharma Co., Ltd.
FAQ
Why did LakeShore Biopharma (LSBCF) postpone the February 12, 2026 EGM?
What liability amount did the Buyer Group cite in its February 4, 2026 notice to LSBCF?
Will the going-private merger at $0.90 per share still proceed for LSBCF?
What should LSBCF shareholders expect about proxy cards submitted for the postponed EGM?
How will LakeShore Biopharma update investors after receiving the Buyer Group notice?
