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LakeShore Biopharma (OTCPK: LSBCF) schedules EGM on going‑private merger plan

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

LakeShore Biopharma has called an extraordinary general meeting of shareholders on June 19, 2026 in Beijing to vote on a previously announced going‑private merger with Oceanpine Skyline Inc. and its subsidiary.

If approved and completed, the merger would make the company a wholly owned subsidiary of Oceanpine Skyline Inc., its ordinary shares and warrants would stop trading on public quotation systems, and its securities would cease to be registered under the U.S. Exchange Act. Shareholders of record as of May 27, 2026 are entitled to vote, and the board, following a special committee’s unanimous recommendation, has resolved to recommend a FOR vote on the merger agreements and related transactions.

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Insights

Shareholders are being asked to approve a going‑private merger that would delist and deregister LakeShore Biopharma.

The company has scheduled an extraordinary general meeting on June 19, 2026 for shareholders to vote on authorizing and approving the Merger Agreement, Plan of Merger, and related transactions with Oceanpine Skyline Inc.. If completed, LakeShore Biopharma would become a wholly owned subsidiary and a private company.

The board, relying on a special committee of independent directors, is recommending shareholders vote FOR the merger proposals. Completion would remove the ordinary shares and warrants from public quotation, including the OTC Pink tier, and end registration under Section 12 of the Exchange Act. Actual outcomes depend on shareholder approval and satisfaction of closing conditions described in the company’s Schedule 13E‑3 and definitive proxy statement.

EGM date and time June 19, 2026, 1:00 p.m. Beijing time Extraordinary general meeting to vote on merger
Record date 5:00 p.m. May 27, 2026 (Cayman Islands time) Determines shareholders entitled to vote at EGM
Ordinary share par value US$0.0002 per share Par value of each ordinary share mentioned in merger description
Merger Agreement date November 4, 2025 Original Agreement and Plan of Merger date
Merger amendment date April 29, 2026 Amendment No. 1 to Merger Agreement
extraordinary general meeting financial
"it has called an extraordinary general meeting of shareholders (the “EGM”), to be held on June 19, 2026"
Agreement and Plan of Merger financial
"proposal to authorize and approve the previously announced Agreement and Plan of Merger, dated November 4, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Plan of Merger financial
"the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”)"
A plan of merger is the legal blueprint that spells out exactly how two or more companies will combine, including what each side will give or receive (cash, stock, or a mix), who will run the combined business, and the conditions that must be met before the deal closes. It matters to investors because it determines how ownership, value and control will change—like a recipe that tells you how ingredients will be combined and what needs to happen before you can serve the final dish—so shareholders and regulators often must approve it and it can materially affect the stock price.
Schedule 13E-3 regulatory
"in the transaction statement on Schedule 13E-3 and the definitive proxy statement attached as Exhibit (a)-(1)"
Schedule 13E-3 is a formal SEC filing that companies or their insiders must submit when proposing a buyout that would take a public company private or is otherwise a management-led purchase. It lays out who is behind the deal, the money and terms involved, any potential conflicts of interest, and independent fairness analysis so shareholders can assess whether the offer is fair—like the rulebook and disclosure packet you’d get before agreeing to sell your home.
definitive proxy statement regulatory
"the definitive proxy statement attached as Exhibit (a)-(1) thereto, as amended, filed with the U.S. Securities and Exchange Commission"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
forward-looking statements regulatory
"This press release contains statements that may constitute “forward-looking” statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What is LakeShore Biopharma (LSB) asking shareholders to vote on?

Shareholders are being asked to authorize and approve the Agreement and Plan of Merger, the related Plan of Merger, and the transactions contemplated, including the merger with Oceanpine Skyline Inc. Approval would allow LakeShore Biopharma to become a wholly owned subsidiary and transition to a private company.

When and where will LakeShore Biopharma’s extraordinary general meeting take place?

The extraordinary general meeting is scheduled for June 19, 2026 at 1:00 p.m. Beijing time. It will be held at Unit 1301, Tower 1, China Central Place, No. 81 Jianguo Road, Chaoyang District, Beijing, People’s Republic of China, as described in the announcement.

Who is entitled to vote at LakeShore Biopharma’s June 2026 extraordinary general meeting?

Shareholders of record as of 5:00 p.m. Cayman Islands time on May 27, 2026 are entitled to attend and vote at the extraordinary general meeting and any adjournment. The record date determines which holders of ordinary shares may participate in approving or rejecting the proposed merger transaction.

What happens to LakeShore Biopharma’s shares and warrants if the merger is completed?

If the merger is consummated, LakeShore Biopharma’s ordinary shares and warrants will no longer be listed or quoted on any public market, including the OTC Pink tier. In addition, the company’s shares and warrants will cease to be registered under Section 12 of the U.S. Securities Exchange Act.

How can LakeShore Biopharma investors access detailed information about the proposed merger?

Investors can review the transaction statement on Schedule 13E‑3 and the definitive proxy statement filed with the SEC, which include detailed information about the merger. These documents are available free of charge on the SEC’s website and from LakeShore Biopharma’s investor relations department.

What role did LakeShore Biopharma’s board and special committee play in the merger proposal?

The board of directors, acting on the unanimous recommendation of a special committee of independent directors, authorized and approved the Merger Agreement and related documents. The board also resolved to recommend that shareholders vote FOR approval of the Merger Agreement, Plan of Merger, and related transactions, including the merger.

 

 

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 May 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 to Hold Extraordinary General Meeting of Shareholders

 

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: May 28, 2026

 

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Exhibit 99.1

 

LakeShore Biopharma to Hold Extraordinary General Meeting of Shareholders

 

BEIJING, China, May 28, 2026 /NewMediaWire/ — 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 called an extraordinary general meeting of shareholders (the “EGM”), to be held on June 19, 2026 at 1:00 p.m. (Beijing time) at Unit 1301, Tower 1, China Central Place, No. 81 Jianguo Road, Chaoyang District, Beijing, People’s Republic of China, to consider and vote on, among other matters, the proposal to authorize and approve the previously announced Agreement and Plan of Merger, dated November 4, 2025, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated April 29, 2026 (the “Merger Agreement”), by and among the Company, Oceanpine Skyline Inc. (“Parent”) and Oceanpine Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”) and the transactions contemplated thereby, including the merger.

 

Pursuant to the Merger Agreement and the Plan of Merger, at the effective time of the merger, Merger Sub will be merged with and into the Company and cease to exist, with the Company being the surviving company and becoming a wholly owned subsidiary of Parent. If consummated, the merger will result in the Company becoming a privately held company, and its ordinary shares, par value US$0.0002 each (each, a “Share”), and the warrants to purchase Shares (the “Company Warrants”) will no longer be listed for quotation on any public market place or quotation system, including OTC Pink tier of the OTC Markets. In addition, the Company’s Shares and Company Warrants will cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the merger.

 

The Company’s board of directors, acting upon the unanimous recommendation of a special committee of independent directors established by the board of directors, authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, and resolved to recommend that the Company’s shareholders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the transactions contemplated thereby, including the merger.

 

Shareholders of record as of 5:00 p.m. Cayman Islands time on May 27, 2026 will be entitled to attend and vote at the EGM and any adjournment thereof.

 

Additional information regarding the EGM and the Merger Agreement can be found in the transaction statement on Schedule 13E-3 and the definitive proxy statement attached as Exhibit (a)-(1) thereto, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”), which can be obtained, along with other filings containing information about the Company, the proposed merger and related matters, without charge, from the SEC’s website (http://www.sec.gov). Requests for additional copies of the definitive proxy statement should be directed to the Company’s Investor Relations Department by phone at +86 (10) 8920-2086 or by email at ir@lakeshorebio.com.

 

 

 

 

SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED MERGER AND RELATED MATTERS.

 

The Company and certain of its directors and executive officers may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from the shareholders with respect to the proposed merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies is set forth in the Schedule 13E-3 transaction statement relating to the proposed merger and the definitive proxy statement attached thereto. Further information regarding persons who may be deemed participants, including any direct or indirect interests they may have, is also set forth in the definitive proxy statement.

 

This announcement is for information purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities or a solicitation of any proxy, vote or approval with respect to the proposed transaction or otherwise, nor shall it be a substitute for any proxy statement or other filings that have been or will be made with the SEC.

 

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/.

 

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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: uncertainties as to how the Company’s shareholders will vote at the meeting of shareholders; the possibility that events may arise that result in the termination 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

 

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Filing Exhibits & Attachments

1 document