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 September 2024
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 Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
EXHIBIT INDEX
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.
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LakeShore Biopharma Co., Ltd
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By: |
/s/ Rachel Yu |
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Name: |
Rachel Yu |
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Title: |
Director and Chief Financial Officer |
Date: September 10, 2024
2
Exhibit 99.1
LAKESHORE BIOPHARMA TO HOLD AN EXTRAORDINARY
GENERAL MEETING OF
SHAREHOLDERS ON SEPTEMBER 27, 2024
GAITHERSBURG, MD., September 10, 2024 /PRNewswire/
-- LakeShore Biopharma Co., Ltd (Nasdaq: LSB) (“LakeShore Biopharma” or the “Company”), 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 will hold an extraordinary general meeting of shareholders (the “EGM”)
at 10:00 a.m., Beijing time, on September 27, 2024, virtually via a Zoom video conference call, for the purpose of considering and, if
thought fit, passing the proposed resolutions set forth in the notice of EGM (the “Notice of EGM”).
Instructions for accessing the video conference
call are as follows:
Zoom Meeting URL:
https://us06web.zoom.us/j/6195900008?pwd=OTEvOGtnNFVpaUdBUkdRRlp4Y0txUT09
Meeting ID: 619 590 0008
Passcode: 666666
The purpose of the EGM is for the Company’s
shareholders to approve several resolutions in relation to regaining compliance with the minimum bid price requirement set forth under
Nasdaq Listing Rule 5450(a)(1) prior to the expiration of the grace period on October 21, 2024, including (i) with effect from October
1, 2024, to consolidate every 10 (ten) ordinary shares, par value of US$0.00002 each (whether issued or unissued), into 1 (one) ordinary
share, par value of US$0.0002 each (the “Share Consolidation”); and (ii) with effect immediately following the Share Consolidation,
to amend and restate the currently effective memorandum and articles of association of the Company by their deletion in their entirety
and the substitution in their place of the second amended and restated memorandum and articles of association of the Company.
The close of business on September 11, 2024 (Eastern
Time) has been fixed as the record date of the EGM. Holders of record of the Company’s ordinary shares as of the record date shall
be entitled to attend and vote at the EGM virtually and any adjourned meeting thereof. The Notice of EGM and proxy card for the EGM are
available on the Company’s website at investor.lakeshorebio.com. The board of directors of the Company fully supports the proposed
resolutions listed in the Notice of EGM and recommends that shareholders vote in favor of the resolutions set out in the Notice of EGM.
About LakeShore Biopharma
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, Coronavirus, Hepatitis B, Influenza, Shingles,
and other virus infections. The Company operates in China, the United States, 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 investor.lakeshorebio.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange
Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical
or current fact included in this press release are forward-looking statements, including but not limited to statements regarding the expected
growth of LakeShore Biopharma, the development progress of all product candidates, the progress and results of all clinical trials, LakeShore
Biopharma’s ability to source and retain talent, and the cash position of LakeShore Biopharma. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,” “project,” “potential,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “goal,” “seek,”
“target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These statements are based on various assumptions, whether identified in this press release, and on the current expectations
of LakeShore Biopharma’s management and are not predictions of actual performance.
LakeShore Biopharma cannot assure you the forward-looking
statements in this press release will be accurate. These forward-looking statements are subject to a number of risks and uncertainties,
including those included under the heading “Risk Factors” in the company’s Annual Report on Form 20-F filed with the
Securities and Exchange Commission, or SEC, and other risks described in documents subsequently filed by the company from time to time
with the SEC. There may be additional risks that LakeShore Biopharma does not presently know or that LakeShore Biopharma currently believes
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the
significant uncertainties in these forward-looking statements, nothing in this press release should be regarded as a representation by
any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. The forward-looking statements in this press release represent the views of LakeShore Biopharma as of the
date of this press release. Subsequent events and developments may cause those views to change. However, while LakeShore Biopharma may
update these forward-looking statements in the future, there is no current intention to do so, except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking statements as representing the views of LakeShore Biopharma as of any date
subsequent to the date of this press release. Except as may be required by law, LakeShore Biopharma does not undertake any duty to update
these forward-looking statements.
Investor Relations Contact
Robin Yang
Partner, ICR, LLC
Tel: +1 (212) 537-4035
Email: LakeShoreBiopharma.IR@icrinc.com
Exhibit 99.2
LAKESHORE BIOPHARMA CO., LTD
(incorporated in the Cayman Islands with limited
liability)
(Nasdaq: LSB)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To be Held on September 27, 2024
(or any adjournment(s) or postponement(s) thereof)
NOTICE IS THEREBY GIVEN
that an extraordinary general meeting (the “EGM”) of the shareholders of LakeShore Biopharma Co., Ltd, a Cayman
Islands exempted company (the “Company”), will be held at 10:00 a.m., Beijing Time, on September 27, 2024, virtually
via a Zoom video conference call.
Instructions for accessing
the meeting are as follows:
Meeting URL: https://us06web.zoom.us/j/6195900008?pwd=OTEvOGtnNFVpaUdBUkdRRlp4Y0txUT09
Meeting ID: 619 590 0008
Passcode: 666666
The EGM will be held for
the purpose of considering and, if thought fit, passing and approving the following resolutions:
| 1. | As an ordinary resolution, with effect from October 1, 2024, to consolidate every 10 (ten) shares, par
value of US$0.00002 each (whether issued or unissued), into 1 (one) ordinary share, par value of US$0.0002 each (the “Share
Consolidation”), such that following the Share Consolidation, the authorized share capital of the Company shall be changed |
FROM US$50,000 divided into 2,500,000,000
ordinary shares of a par value of US$0.00002 each
TO US$50,000 divided into 250,000,000
ordinary shares of a par value of US$0.0002 each; and
no fraction of a share shall be issued
by virtue of the Share Consolidation, and all fractions of shares resulting from the Share Consolidation will be rounded up to the nearest
whole number of shares and each shareholder that would otherwise be so entitled to a fraction of a share shall instead, as a result of
the Share Consolidation, be entitled to receive a whole share.
| 2. | As a special resolution, that with effect immediately following the Share Consolidation, the currently
effective amended and restated memorandum and articles of association of the Company (the “M&AA”) be amended
and restated by their deletion in their entirety and the substitution in their place of the second amended and restated memorandum and
articles of association of the Company (the “Restated M&AA”), in the form attached hereto as Exhibit
A. |
Whether or not you plan
to attend the EGM, we urge you to vote prior to the EGM to ensure your vote is counted. You may still attend the EGM virtually and vote
at the meeting even if you have already voted by proxy. To vote prior to the EGM, you may vote via the Internet or by completing and returning
a proxy card as described below.
| ● | To
vote through the Internet prior to the meeting, go to www.cstproxyvote.com and follow the instructions to submit your vote on an electronic
proxy card. You will be asked to provide the Control Number from the proxy card if one was mailed to you. Votes submitted electronically
over the Internet must be received by 5:00 p.m., Eastern Time, on September 24, 2024. |
| ● | To
vote by completing and returning a proxy card, complete and sign the enclosed form of proxy in accordance with the instructions printed
on it and then send copies of it (together with any power of attorney or other authority under which it is signed or a notarially certified
copy of that power or authority) to yiyang.wang@lakeshorebio.com or 21F, China Century Tower, No.9 Xiaoyunli South St., Beijing, 100016,
China, no later than 5:00 p.m., Eastern Time, on September 24, 2024. |
[Signature continues on
the following page]
| By order of the Board, |
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| /s/ Dave Chenn |
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| Dave Chenn, Chairperson of the Board |
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| Dated: September 10, 2024 |
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| Registered Office: |
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| c/o Maples Corporate Services Limited |
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| PO Box 309, Ugland House |
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| Grand Cayman |
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| KY1-1104 |
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| Cayman Islands |
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NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING
PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND AND VOTE AT THE EGM OR SEND IN A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM
is entitled to appoint one or more proxies to attend and vote in his/her stead. |
| 2 | Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the
resolutions to be proposed at the EGM unless revoked prior to the EGM or the shareholder attends and votes at the EGM or executes a specific
proxy. |
| 3 | A form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM, you are
strongly advised to vote via Internet by 5:00 p.m., Eastern Time, on September 24, 2024 or complete and sign the enclosed form of proxy
in accordance with the instructions printed on it and then send copies of it (together with any power of attorney or other authority under
which it is signed or a notarially certified copy of that power or authority) to yiyang.wang@lakeshorebio.com or 21F, China Century Tower,
No.9 Xiaoyunli South St., Beijing, 100016, China, no later than 5:00 p.m., Eastern Time, on September 24, 2024. Returning the completed
form of proxy will not preclude you from attending and voting at the EGM if you so wish. |
| 4 | If two or more persons are jointly registered as holders of a share, the vote of the senior person who
tenders a vote, whether virtually or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose
seniority shall be determined by the order in which the names stand on the Company’s register of members in respect of the
relevant shares. |
| 5 | A shareholder holding more than one share entitled to attend and vote at the EGM need not cast the
votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either
for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the
instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in
respect of which he or she is appointed either for or against a resolution and/or abstain from voting. |
| 6 | The quorum for the EGM is one or more shareholders of the Company holding ordinary shares which
carry in aggregate not less than one-third of all votes attaching to all ordinary shares in the capital of the Company in issue and
entitled to vote at the EGM and present at the EGM. |
Exhibit A
Restated M&AA
4
Exhibit 99.3
LAKESHORE BIOPHARMA CO., LTD
(incorporated in the Cayman Islands with limited
liability)
(Nasdaq: LSB)
FORM OF PROXY FOR EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
To Be Held on September 27, 2024
(or any adjournment(s) or postponement(s) thereof)
Introduction
This form of proxy (the “Form
of Proxy”) is furnished in connection with the solicitation by the board of directors (the “Board”)
of LakeShore Biopharma Co., Ltd (the “Company”) of proxies from the shareholders of the Company to be exercised
at the Extraordinary General Meeting of the Company (the “EGM”) to be held at 10:00 a.m., Beijing Time, on September
27, 2024, virtually via a Zoom video conference call, and at any adjournment(s) or postponement(s) thereof, for the purposes set forth
in the accompanying Notice of Extraordinary General Meeting of Shareholders (the “EGM Notice”).
Only the holders of
record of the ordinary shares of the Company (“Ordinary Shares”) on the Company’s register of
members at the close of business on September 11, 2024, Eastern time are entitled to receive notice of, attend and vote at
the EGM. In respect of the matters requiring shareholders’ vote at the EGM, each Ordinary Share shall entitle the holder
thereof to one vote. Voting by holders of Ordinary Shares at the EGM will be by a show of hands (indicated by voice through the
video conference call) unless the chairperson of the EGM or any shareholder holding not less than 10% of the votes attaching to all
Ordinary Shares present virtually or by proxy demands that a poll be taken.
The quorum of the EGM is at
least one or more holders of Ordinary Shares which carry in aggregate not less than one-third of all votes attaching to all Ordinary Shares
in issue and entitled to vote at the EGM, present virtually or by proxy or, if a corporation or other non-natural person, by its duly
authorized representative.
A proxy need not be a shareholder
of the Company. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in
his/her stead. The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the EGM as indicated
or, if no instruction is given, the holder of the proxy will vote the shares in his/her discretion, unless a reference to the holder of
the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairperson of the EGM acts as proxy
and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly
come before the EGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The
Company does not presently know of any other business which may come before the EGM. However, if any other matter properly comes before
the EGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited
hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has
the right to revoke it at any time before its use by (i) submitting with the Company, at the address set forth below, a duly signed revocation
or a proxy bearing a later date, or (ii) attending and voting at the EGM.
To be valid, this Form
of Proxy must be completed, signed and returned to the Company at yiyang.wang@lakeshorebio.com or 21F, China Century Tower, No.9 Xiaoyunli
South St. Beijing, 100016, China no later than 5:00 p.m., Eastern Time, on September 24, 2024 to ensure your representation at the EGM.
LAKESHORE BIOPHARMA CO., LTD
(incorporated in the Cayman Islands with limited
liability)
(Nasdaq: LSB)
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS
to be held virtually on September 27, 2024 at 10:00 a.m. (Beijing time)
(or any adjournment(s) or postponement(s) thereof)
I/We
of
,
the undersigned, being the registered holder(s) of ordinary
shares, par value of US$0.00002 per share, of LakeShore Biopharma Co., Ltd (the “Company”) hereby appoint the
chairperson of the Extraordinary General Meeting (Note 1) or
of
as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (the “EGM”) (or at any
adjournment(s) or postponement(s) thereof), and in the event of a poll voting, to vote for me/us as indicated below, or if no such indication
is given, as my/our proxy thinks fit.
|
|
FOR(Note 2) |
AGAINST(Note 2) |
ABSTAIN(Note 2) |
|
AS AN ORDINARY RESOLUTION,
with effect from October 1, 2024, to consolidate every 10 (ten)
shares, par value of US$0.00002 each (whether issued or unissued), into 1 (one) ordinary share, par value of US$0.0002 each (the “Share
Consolidation”), such that following the Share Consolidation, the authorized share capital of the Company shall be changed
FROM US$50,000 divided into 2,500,000,000 ordinary shares
of a par value of US$0.00002 each
TO US$50,000 divided into 250,000,000 ordinary shares of
a par value of US$0.0002 each, and
no fraction of a share shall be issued by virtue of the Share
Consolidation, and all fractions of shares resulting from the Share Consolidation will be rounded up to the nearest whole number of shares
and each shareholder that would otherwise be so entitled to a fraction of a share shall instead, as a result of the Share Consolidation,
be entitled to receive a whole share.
|
|
|
|
|
AS A SPECIAL RESOLUTION,
that with effect immediately following the Share Consolidation,
the currently effective memorandum and articles of association of the Company be amended and restated by their deletion in their entirety
and the substitution in their place of the second amended and restated memorandum and articles of association of the Company, in the form
attached as Exhibit A to the EGM Notice. |
|
|
|
| Dated ,
2024 |
|
Signature(s)(Note 3) |
| 1 | If any proxy other than the chairperson is preferred, strike out the words
“THE CHAIRPERSON OF THE EXTRAORDINARY GENERAL MEETING” and insert the name and address of the proxy desired in the
space provided. A member may appoint one or more proxies to attend and vote in his/her stead. ANY ALTERATION MADE TO THIS PROXY FORM
MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT. |
| 2 | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED
“FOR.” IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” IF YOU WISH TO
ABSTAIN FROM VOTING ON A PARTICULAR RESOLUTION, TICK THE APPROPRIATE BOX MARKED “ABSTAIN,” OR INDICATE YOUR VOTING
PREFERENCE BY INSERTING THE NUMBER OF SHARES TO BE VOTED FOR OR AGAINST OR TO ABSTAIN, IN THE BOXES ABOVE IN RESPECT OF EACH
RESOLUTION. FAILURE TO COMPLETE ANY OR ALL THE BOXES WILL ENTITLE YOUR PROXY TO CAST HIS OR HER VOTES AT HIS OR HER DISCRETION. |
| 3 | This proxy form must be signed by you or your duly authorized attorney in writing or, in the case of
a corporation or other non-natural person, must be executed under the hand of an officer or duly authorized attorney to sign the
same. If you have appointed more than one proxy, please specify in the voting boxes above the number of shares in respect of which
each proxy is entitled to exercise the related votes. If you do not complete this information, the first person listed above shall
be entitled to exercise all the votes in relation to the relevant resolution. If you have appointed more than one proxy, the first
person listed above shall be entitled to vote on a show of hands. |
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