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LakeShore Biopharma (OTCPK: LSBCF) completes going private deal at US$0.066 per share

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

LakeShore Biopharma Co., Ltd has completed a going private merger with Oceanpine Skyline Inc., under which shareholders will receive US$0.066 in cash for each ordinary share. The deal was effected through a merger with Oceanpine Merger Sub Inc., a wholly owned subsidiary of Oceanpine Skyline Inc.

Following the merger, LakeShore Biopharma became a wholly owned subsidiary of Oceanpine Skyline Inc. and will cease to be a publicly traded company. The company plans to file a Form 15 to suspend and eventually terminate its U.S. reporting obligations, and its OTC Pink trading symbols are expected to be removed by FINRA.

Registered holders entitled to the merger consideration will receive instructions from the paying agent on how to surrender their shares in exchange for cash. Any trades in the company’s securities after completion of the merger but before OTC symbol removal will not be valid, as the shares are no longer outstanding.

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Insights

LakeShore completes go-private, ending its U.S. trading status.

LakeShore Biopharma has finalized a going private transaction via a merger with a vehicle of Oceanpine Skyline Inc.. Public shareholders receive cash of US$0.066 per ordinary share, while excluded shares are cancelled without payment under the merger terms.

The company will file Form 15 to suspend Exchange Act reporting, and FINRA is expected to remove its symbols from the OTC Pink tier. After the merger’s completion, any trades in the old symbols are described as invalid because the securities are no longer outstanding.

For investors, this effectively converts prior shareholdings into a fixed cash payout and removes ongoing public-market exposure. Future information about the business will come from private channels rather than SEC filings, shifting transparency and liquidity compared with the pre-merger public trading status.

Merger cash consideration US$0.066 per share Cash paid for each ordinary share at the merger effective time
Ordinary share par value US$0.0002 per share Par value of each LakeShore Biopharma ordinary share
Merger agreement date November 4, 2025 Date of original Agreement and Plan of Merger
Merger agreement amendment date April 29, 2026 Date of Amendment No. 1 to Merger Agreement
Shareholder approval date June 19, 2026 Extraordinary general meeting approving the merger
Press release date June 24, 2026 Date LakeShore announced completion of the merger
going private transaction financial
"LakeShore Biopharma Announces Completion of Going Private Transaction"
Merger Consideration financial
"in exchange for the right to receive US$0.066 in cash per Share ... (the “Merger Consideration”)"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Form 15 regulatory
"The Company intends to suspend its reporting obligations ... by promptly filing a Form 15 with the U.S. Securities and Exchange Commission"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
OTC Pink tier market
"FINRA is expected to remove the Company’s trading symbols from the OTC Pink tier of the OTC Markets"
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.
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FAQ

What did LakeShore Biopharma (LSBCF) announce in this 6-K filing?

LakeShore Biopharma announced completion of its going private merger with Oceanpine Skyline Inc. Through this merger, LakeShore becomes a wholly owned subsidiary and will cease to be a publicly traded company on the OTC Pink tier of the OTC Markets.

How much will LakeShore Biopharma shareholders receive per share in the merger?

Shareholders will receive US$0.066 in cash per ordinary share, without interest and net of applicable withholding taxes. This cash payment replaces their former equity stake after shares are cancelled at the merger’s effective time, except for excluded and dissenting shares defined in the merger agreement.

What happens to LakeShore Biopharma’s OTC trading symbols after the merger?

FINRA is expected to remove LakeShore Biopharma’s trading symbols from the OTC Pink tier following the merger’s effectiveness. The company cautions that any trades executed after completion of the merger but before symbol removal will not be valid because the securities are no longer outstanding.

Will LakeShore Biopharma continue filing reports with the SEC after going private?

LakeShore Biopharma intends to file Form 15 with the SEC to suspend its reporting obligations. Once filed, its duties to submit reports such as Form 20-F and Form 6-K will be suspended immediately and will ultimately cease entirely when deregistration under the Exchange Act becomes effective.

How will LakeShore Biopharma shareholders receive their merger cash consideration?

Registered holders entitled to merger cash consideration will receive a letter of transmittal from the paying agent. They must follow the instructions, surrender their shares, and provide required documents. Payment of US$0.066 per share will be made after proper submission of those materials.

Who advised LakeShore Biopharma on the going private transaction?

A special committee of independent directors engaged Kroll, LLC as financial advisor. Gibson, Dunn & Crutcher LLP served as U.S. legal counsel, and Maples and Calder (Hong Kong) LLP advised on Cayman Islands law. White & Case LLP represented the buyer group.

 

 

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 June 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 Completion of Going Private Transaction

 

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: June 24, 2026

 

2

 

Exhibit 99.1

 

LakeShore Biopharma Announces Completion of Going Private Transaction

 

BEIJING, China, June 24, 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 the completion of the merger (the “Merger”) with Oceanpine Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Oceanpine Skyline Inc. (“Parent”), pursuant to 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, Parent and Merger Sub. As a result of the Merger, the Company became a wholly owned subsidiary of Parent and will cease to be a publicly traded company.

 

Pursuant to the Merger Agreement, which was approved by the Company’s shareholders at an extraordinary general meeting on June 19, 2026, at the effective time of the Merger (the “Effective Time”), (i) each ordinary share, par value US$0.0002 per share, of the Company (each, a “Share”), issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined in the Merger Agreement) and the Dissenting Shares (as defined in the Merger Agreement)) was cancelled and ceased to exist in exchange for the right to receive US$0.066 in cash per Share without interest and net of any applicable withholding taxes (the “Merger Consideration”), and (ii) each Excluded Share was cancelled and ceased to exist without payment of any consideration or distribution from the Company therefor.

 

Registered holders of Shares immediately prior to the Effective Time who are entitled to the Merger Consideration will receive from the paying agent a letter of transmittal and instructions on how to surrender their Shares in exchange for the Merger Consideration in respect of each Share held thereby, and should wait to receive the letter of transmittal before surrendering their Shares. Payment of the Merger Consideration will be made to holders of Shares in respect of each such Share held thereby upon surrender of applicable Shares and delivery of the letter of transmittal and any other documents required by such letter of transmittal to be delivered in connection therewith.

 

The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s obligation to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

 

In connection with the Merger, the Company has filed with the Financial Industry Regulatory Authority, Inc. (“FINRA”), as required by FINRA Rule 6490, an Issuer Company-Related Action Notification Form. Upon the effectiveness of the Merger, FINRA is expected to remove the Company’s trading symbols from the OTC Pink tier of the OTC Markets. However, such removal may not be completed until one or more trading days after the consummation of the Merger. Any trades effectuated following the consummation of the Merger and prior to the removal of the trading symbols by FINRA will not be valid trades, as the securities subject to any such trades will no longer be outstanding as a result of the Merger. The Company is providing this information to help prevent trades from being effected that may subsequently be invalidated. The Company will not be responsible for any losses that may be incurred as a result of trades that occur from and after the completion of the Merger.

  

 

 

 

Kroll, LLC is serving as the financial advisor to a committee of independent directors established by the board of directors of the Company (the “Special Committee”). Gibson, Dunn & Crutcher LLP is serving as U.S. legal counsel to the Special Committee. Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal counsel to the Special Committee.

 

White & Case LLP is serving as U.S. legal counsel to the buyer group with respect to the Merger.

 

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. 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 the expected benefits and costs of the Merger; the outcome of any legal proceedings that may be instituted against the Company related to the Merger; the amount of the costs, fees, expenses and charges related to the Merger; the Company’s expectation that its trading symbols will be removed from the OTC Pink tier of the OTC Markets; and other risks and uncertainties discussed in documents filed with the SEC by the Company. 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

 

 

 

Filing Exhibits & Attachments

1 document