Buyer group questions LakeShore Biopharma (LSB) take-private after RMB576.5m liability

Rhea-AI Filing Summary

LakeShore Biopharma reports that the buyer group for its previously announced going‑private deal at $0.90 per share has sent a notice claiming a “Company Material Adverse Effect” under the merger agreement.

The claim is based on arbitral awards that created an approximate RMB576,500,000 financial liability. Citing this, the buyer group asserts it has the right not to consummate the merger and says it will not attend or vote at the extraordinary general meeting that was scheduled for February 12, 2026. In response, the company has postponed the meeting indefinitely and will disregard any previously submitted proxy cards, while it reviews the buyer group’s position and its own options.

Insights

M&A and special situations analyst

Buyer group challenges merger after large arbitration-driven liability, putting going-private deal at risk.

The going-private transaction for LakeShore Biopharma at $0.90 per share now faces significant uncertainty. The buyer group’s notice cites arbitral awards that produced a financial liability of about RMB576,500,000 as a “Company Material Adverse Effect” under the merger agreement.

They assert this allegedly satisfies a condition allowing them not to close and state they will not attend or vote at the extraordinary general meeting previously set for February 12, 2026. The company has postponed the meeting indefinitely and will disregard existing proxy cards, indicating that completion timing and even the terms of any revised deal could change.

The buyer group also expressed willingness to discuss amended transaction terms, so outcomes may range from renegotiation to termination. Future company communications and SEC filings will clarify whether the parties can reach a mutually acceptable resolution.

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 February 2026

Commission file number: 001-41598

LAKESHORE BIOPHARMA CO., LTD

(Exact name of registrant as specified in its charter)

Building No. 2, 38 Yongda Road

Daxing Biomedical Industry Park

Daxing District, Beijing, PRC

Tel: 010-89202086

(Address of Principal Executive Offices)

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 ☐

EXHIBITS

Exhibit No.		Description
99.1		Press Release - LakeShore Biopharma Announces Receipt of Buyer Group Notice and Postponement of Extraordinary General Meeting of Shareholders
99.2		EGM Postponement Notice

1

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LakeShore Biopharma Co., Ltd
	By:	/s/ Rachel Yu
	Name:	Rachel Yu
	Title:	Director and Chief Financial Officer

Date: February 6, 2026

2

Exhibit 99.1

LakeShore Biopharma Announces Receipt of Buyer Group Notice and Postponement of Extraordinary General Meeting of Shareholders

BEIJING, China, February 6, 2026 /PRNewswire/ -- LakeShore Biopharma Co., Ltd (“LakeShore Biopharma” or the “Company”) (OTCPK: LSBCF; OTCPK: LSBWF), a global biopharmaceutical company dedicated to discovering, developing, manufacturing, and delivering new generations of vaccines and therapeutic biologics for infectious diseases and cancer, today announced that it has received a notice, dated February 4, 2026, from legal counsel to a group (the “Buyer Group”) consisting of Oceanpine Skyline Inc. (“Parent”), Oceanpine Merger Sub Inc. (“Merger Sub”), Oceanpine Capital Inc., Oceanpine Investment Fund II LP, Crystal Peak Investment Inc., Adjuvant Global Health Technology Fund, L.P., Adjuvant Global Health Technology Fund DE, L.P., Superstring Capital Master Fund LP, MSA GROWTH FUND II, L.P., and Epiphron Capital (Hong Kong) Limited, relating to the previously announced going-private transaction of the Company whereby the Buyer Group agreed to take the Company private at a price of $0.90 per share pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated November 4, 2025, by and among the Company, Parent and Merger Sub.

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 RMB576,500,000 constitute a “Company Material Adverse Effect” under the Merger Agreement.

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 Cayman Islands, and the transactions contemplated thereby, including the Merger.

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. Cayman Islands time on January 16, 2026 will each receive a copy of the notice regarding the postponement of the EGM. The notice will also be available on the Company’s website at https://investors.lakeshorebio.com/index.html and on the SEC’s website at http://www.sec.gov.

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 China, Singapore, and the Philippines, and is led by a management team that combines rich local expertise and global experience in the biopharmaceutical industry.

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 China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

For investor inquiries, please contact:

IR Team

Tel: +86 (10) 8920-2086

Email: ir@lakeshorebio.com

Exhibit 99.2

LakeShore Biopharma Co., Ltd

(Incorporated in the Cayman Islands with limited liability)

NOTICE OF POSTPONEMENT OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of LakeShore Biopharma Co., Ltd (the “Company”) originally to be held on 12 February 2026 at 11:00 a.m. (Beijing time) at Unit 1301, Tower 1, China Central Place, No. 81 Jianguo Road, Chaoyang District, Beijing, People’s Republic of China will be postponed indefinitely. Any proxy cards that have been submitted to the Company in respect of the EGM will be disregarded.

BBy Order of the Board of Directors

LakeShore Biopharma Co., Ltd

/s/ Jutao (Adam) Zhao

Jutao (Adam) Zhao

Director

Beijing, China

6 February 2026

FAQ

What did LakeShore Biopharma (LSB) announce about its going-private transaction?

LakeShore Biopharma announced that its buyer group sent a notice citing a “Company Material Adverse Effect” related to a large arbitration-driven liability. Based on this, the buyer group claims it has the right not to close the previously agreed $0.90 per share going-private merger.

Why is the LakeShore Biopharma (LSB) buyer group challenging the merger?

The buyer group points to arbitral awards that created an estimated RMB576,500,000 financial liability for LakeShore Biopharma. They argue this constitutes a “Company Material Adverse Effect” under the merger agreement, which they say is a condition that permits them not to consummate the merger transaction.

What is happening to LakeShore Biopharma’s extraordinary general meeting on the merger?

The extraordinary general meeting originally scheduled for February 12, 2026, to vote on the merger has been postponed indefinitely. LakeShore Biopharma will disregard all proxy cards already submitted and plans to send a postponement notice to shareholders of record as of January 16, 2026.

How large is the arbitration-related liability LakeShore Biopharma (LSB) faces?

Arbitral awards from the Kaifeng Arbitration Commission created an approximate RMB576,500,000 financial liability for LakeShore Biopharma. This liability is central to the buyer group’s claim that a “Company Material Adverse Effect” has occurred under the merger agreement for the proposed $0.90 per share going-private deal.

Is the LakeShore Biopharma going-private deal at $0.90 per share cancelled?

The going-private deal is not stated as cancelled, but its completion is uncertain. The buyer group claims a right not to close due to an alleged “Company Material Adverse Effect,” while also expressing willingness to discuss amended terms to seek a mutually acceptable resolution.

Will LakeShore Biopharma (LSB) renegotiate its merger terms with the buyer group?

The buyer group expressed willingness to engage in good faith discussions about amending transaction terms. LakeShore Biopharma said it will carefully review the buyer group’s claims and its options, and will provide further updates as required, leaving open the possibility of renegotiation.