LakeShore Biopharma Co., Ltd (OTCPK: LSBCF; OTC PK: LSBWF) announced today the completion of its going-private transaction via a merger with Oceanpine Merger Sub Inc., a wholly owned subsidiary of Oceanpine Skyline Inc. The merger, approved by shareholders on June 19, 2026, results in LakeShore Biopharma becoming a wholly owned subsidiary of Parent and ceasing to be a publicly traded company. This move marks a significant transition for the biopharmaceutical firm, which had been listed on the OTC Pink tier.
Under the terms of the merger agreement, as amended on April 29, 2026, each outstanding ordinary share (excluding Excluded Shares and Dissenting Shares) was canceled and converted into the right to receive US$0.066 in cash per share, without interest. Shareholders entitled to the merger consideration will receive a letter of transmittal from the paying agent, Kroll, LLC, which served as financial advisor to the Special Committee of independent directors. The company expects to suspend its reporting obligations under the Securities Exchange Act of 1934 by filing a Form 15 with the U.S. Securities and Exchange Commission (SEC), thereby ceasing to file periodic reports such as Form 20-F and Form 6-K.
The delisting process also involves coordination with the Financial Industry Regulatory Authority (FINRA) to remove the company's trading symbols from the OTC Pink tier. The company cautions that any trades executed after the merger's consummation but before FINRA's removal of the symbols will be invalid, as the underlying securities no longer exist. This warning aims to prevent potential losses from invalid trades.
The implications of this going-private transaction are multifaceted. For LakeShore Biopharma, the move reduces regulatory burdens and public scrutiny, allowing management to focus on long-term strategic goals without the pressure of quarterly earnings reports. The company, which develops vaccines and therapeutic biologics for infectious diseases and cancer using its proprietary PIKA® immunomodulating technology, can now allocate resources more flexibly toward research and development. However, shareholders lose liquidity and the ability to trade shares on public markets, and the cash consideration of $0.066 per share may be seen as a final valuation by the buyer group.
The transaction was advised by Gibson, Dunn & Crutcher LLP as U.S. legal counsel to the Special Committee, Maples and Calder (Hong Kong) LLP as Cayman Islands legal counsel, and White & Case LLP representing the buyer group. LakeShore Biopharma, formerly known as YS Biopharma, operates in China, Singapore, and the Philippines, and its management team combines local expertise with global biopharmaceutical experience. For more information, visit https://investors.lakeshorebio.com/.
Forward-looking statements in the press release highlight risks including uncertainties about the merger's benefits, potential legal proceedings, and the timing of trading symbol removal. The company disclaims any obligation to update these statements.
