Core Viewpoint - Universe Pharmaceuticals INC has successfully implemented a dual-class share structure, which will take effect on the Nasdaq Capital Market on February 13, 2026 [1]. Group 1: Dual-Class Share Structure - The company has amended and restated its memorandum and articles of association, changing its authorized share capital to US$20,000, divided into 1,800,000,000 Class A ordinary shares and 200,000,000 Class B ordinary shares, both with a par value of US$0.00001 each [2]. - The Class A Ordinary Shares will continue to trade under the symbol "UPC" and the same CUSIP number G9442G 138 starting from February 13, 2026 [3]. Group 2: Company Overview - Universe Pharmaceuticals INC is headquartered in Ji'an, Jiangxi, China, and specializes in the production and distribution of traditional Chinese medicine derivatives aimed at the elderly, addressing their physical conditions and promoting general well-being [4]. - The company also distributes biomedical drugs, medical instruments, Traditional Chinese Medicine Pieces, and dietary supplements from third-party manufacturers, with products sold across 30 provinces in China [4].

Corporate Structure and Operations - The company is a Cayman Islands holding entity with no direct operations, relying on its PRC subsidiaries for business activities[24]. - The company directly holds 100% equity interests in its subsidiaries and does not utilize a variable interest entity (VIE) structure[25]. - The company underwent an offshore reorganization in 2019 and 2020, incorporating Universe Pharmaceuticals INC in the Cayman Islands[216]. - Jiangxi Universe, a wholly owned subsidiary, specializes in manufacturing TCMD products, while Universe Trade focuses on distribution and sales[217]. - The company formed Guangzhou Universe Hanhe Medical Research Co., Ltd. in 2021 for research and development activities[219]. Financial Performance and Challenges - The company has incurred recurring net losses, raising concerns about its ability to achieve profitability[44]. - The company incurred net losses of $6,581,024 for the fiscal year ended September 30, 2023, $8,727,298 for the fiscal year ended September 30, 2024, and $3,672,055 for the fiscal year ended September 30, 2025, indicating ongoing financial challenges[48]. - Revenues declined from $32,308,735 for the fiscal year ended September 30, 2023, to $23,024,458 for the fiscal year ended September 30, 2024, and further decreased to $17,858,732 for the fiscal year ended September 30, 2025, driven by a 29.1% decrease in sales volume[48]. - The accumulated deficit reached $13,843,623 as of September 30, 2025, highlighting the company's struggle to achieve profitability[49]. - Total debt obligations amounted to $9,256,919 due within one year as of September 30, 2025, which includes short-term bank loans of $7,149,881 and current portion of long-term bank loans of $2,107,038[50]. - The company recorded total interest expense of $289,385 for the year ended September 30, 2025, which represents a cash outflow that strains working capital[51]. - Capital expenditure commitments total $13,456,946 for construction-in-progress projects and $2,247,507 for property purchases, with approximately $3,511,729 required within the next 12 months[51]. Regulatory Environment - The China Securities Regulatory Commission (CSRC) introduced new filing requirements for overseas listings, effective March 31, 2023, which may impact future offerings[28]. - The PRC government imposes controls on the conversion of RMB into foreign currencies, which may affect the company's ability to pay dividends[33]. - The PRC Data Security Law requires data processing to be conducted legitimately, and the company must comply with evolving regulations regarding data security and privacy[117]. - Recent oversight by the Cyberspace Administration of China may impact companies seeking to list on foreign exchanges, requiring cybersecurity reviews for those with over one million users[119]. - The CSRC's Trial Measures effective March 31, 2023, require companies to file with the CSRC within three business days after submitting listing applications, with penalties for non-compliance ranging from RMB1 million to RMB10 million[123]. - Regulatory authorities in China may impose restrictions that could adversely affect the company's operations, including suspension of services and limitations on dividend payments[126]. Dividend Policy and Restrictions - The company has not declared or paid dividends in the past and does not plan to do so in the foreseeable future, focusing instead on business expansion[29]. - Dividends on ordinary shares will be paid in U.S. dollars, and payments from PRC subsidiaries are subject to a 25% enterprise income tax[34]. - A 10% withholding tax on dividends may be reduced to 5% under certain conditions, but obtaining the necessary tax resident certificate is uncertain[35]. - Cash transfers from the Cayman Islands holding company to PRC subsidiaries are subject to PRC laws, and no cash was transferred from the holding company to its PRC subsidiaries in the fiscal years ended September 30, 2023, 2024, and 2025[30]. - PRC regulations restrict the ability of PRC subsidiaries to pay dividends, making the holding company dependent on its Hong Kong subsidiary for cash requirements[31]. - Each PRC subsidiary must set aside at least 10% of after-tax profits for statutory reserves, which are not distributable as cash dividends except in liquidation[32]. Market and Competitive Landscape - The company faces significant competition in the Chinese patent medicine industry, which may adversely affect market share, revenues, and growth prospects[60]. - The company relies on third-party suppliers for almost all raw materials, exposing it to risks related to supply chain disruptions and price volatility[57]. - The company may face challenges in expanding its distribution network, which could adversely affect its financial condition and results of operations[77]. Internal Control and Compliance - The company has identified material weaknesses in its internal control over financial reporting, specifically a lack of qualified accounting staff knowledgeable in U.S. GAAP and SEC compliance[198]. - Remedial measures are being implemented, including recruiting qualified accounting personnel and providing continuous training on U.S. GAAP[199]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of reduced reporting requirements[191]. - The company incurs significant legal and accounting expenses as a public entity, which were not present as a private company[189]. Risks and Uncertainties - The company faces potential risks from the Chinese government's influence on business operations, which could materially affect its financial condition and securities value[26]. - Adverse changes in political, economic, and social conditions in China could materially affect the company's financial condition and operations[133]. - The evolving PRC legal system presents uncertainties that may impact the company's ability to enforce contractual rights[134]. - The company may not effectively manage its growth, which could strain its resources and adversely impact its financial performance[79]. - Potential future acquisitions may expose the company to risks such as integration challenges and unforeseen liabilities[92]. Shareholder Rights and Corporate Governance - The company is governed by the laws of the Cayman Islands, which may not provide shareholders with benefits comparable to U.S. corporations[212]. - Shareholders have limited rights to requisition general meetings under Cayman Islands law, requiring at least 10% of voting share capital to call a meeting[213]. - The company may lose its foreign private issuer status if more than 50% of its ordinary shares are held by U.S. residents, leading to increased costs and compliance requirements[211].

Group 1 - The article highlights significant declines in the stock prices of several Chinese concept stocks, with Triller Group experiencing the largest drop of 40.47% [1] - Other notable declines include Ping An Biopharmaceutical down 23.25%, Zhengye Technology down 21.57%, Dongyuan Global down 21.52%, and Daziran Pharmaceutical down 21.35% [1] - The trading volumes for these stocks varied, with Triller Group having a trading volume of 2.32 million, while Daziran Pharmaceutical had a volume of 0.6327 million [1]

| 代码 | 名称 | 最新价 | 涨跌幅 √ | 涨跌额 | 成交额 | | --- | --- | --- | --- | --- | --- | | IZM | 拍明芯城 | 2.280 | 26.67% | +0.480 | 188.2万 | | ELOG | 东源全球股份 | 1.650 | 16.20% | +0.230 | 8420.39万 | | UPC | 大自然药业 | 4.285 | 14.88% | +0.555 | 46.74万 | | AIFU | 智能未来 | 2.900 | 14.85% | +0.375 | 22.31万 | | YOUL | 优蓝国际 | 1.620 | 14.08% | +0.200 | 27.7万 | 格隆汇12月25日｜中概股收盘涨幅居前的个股为：拍明芯城涨26.67%，东源全球股份涨16.2%，大自然 药业涨14.88%，智能未来涨14.85%，优蓝国际涨14.08%。(格隆汇) ...

Core Viewpoint - Chinese concept stocks experienced significant gains, with notable increases in share prices for several companies, indicating a positive market sentiment towards these stocks [1] Group 1: Top Gainers - Nature's Sunshine Products (UPC) saw a remarkable increase of 82.98%, closing at a price of 9.460, with a trading volume of 235 million [1] - Melco Resorts & Entertainment (MSC) rose by 19.23%, reaching a price of 4.680, with a trading volume of 48,500 [1] - I-Mab (IMAB) increased by 16.02%, closing at 5.070, with a trading volume of 29.76 million [1] - Zai Lab (APM) experienced a gain of 15.31%, closing at 2.410, with a trading volume of 1.6078 million [1] - China Natural Resources (CHNR) rose by 14.84%, closing at 5.700, with a trading volume of 8.8604 million [1]

Group 1 - The core point of the article highlights the significant declines in the stock prices of several Chinese concept stocks, with notable drops exceeding 30% for some companies [1] Group 2 - The top five decliners in the Chinese concept stock market include: - Niudaren (牛大人) with a drop of 39.81%, closing at 4.400, with a trading volume of 1.2984 million [1] - Xiangsong International (香颂国际) fell by 31.76%, closing at 0.0522, with a trading volume of 3.0304 million [1] - Skymon Solar Group (斯凯蒙太阳能集团) decreased by 28.64%, closing at 1.520, with a trading volume of 0.9305 million [1] - Rich Sparkle Holdings (Rich Sparkle Holdings) saw a decline of 19.60%, closing at 32.000, with a trading volume of 2.2894 million [1] - Daziran Pharmaceutical (大自然药业) dropped by 19.09%, closing at 3.560, with a trading volume of 0.3145 million [1]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

Core Viewpoint - Universe Pharmaceuticals INC plans to consolidate its shares at a ratio of 40 ordinary shares into one ordinary share, effective March 24, 2025, which aims to enhance the company's share structure and potentially improve its market perception [1][2]. Company Overview - Universe Pharmaceuticals INC is a pharmaceutical producer and distributor based in Ji'an, Jiangxi, China, focusing on traditional Chinese medicine derivatives aimed at the elderly to improve their physical conditions and overall well-being [3]. - The company also distributes biomedical drugs, medical instruments, Traditional Chinese Medicine Pieces, and dietary supplements from third-party manufacturers, with products available in 30 provinces across China [3]. Share Consolidation Details - The share consolidation will convert 40 pre-consolidation ordinary shares into one ordinary share with a new par value of US$11.25, with no fractional shares issued; any fractions will be rounded up [1][2]. - Post-consolidation, the authorized share capital will be US$140,625,000, divided into 11,250,000 ordinary shares and 1,250,000 preferred shares, both with a par value of US$11.25 [2].

Core Points - Universe Pharmaceuticals INC has received a notice from Nasdaq regarding its delinquency in filing the Annual Report on Form 20-F for the fiscal year ended September 30, 2024, which could lead to delisting from Nasdaq [1] - The company is currently before a Hearings Panel for non-compliance with Listing Rule 5550(a)(2) and intends to request a stay of the suspension of its securities before February 26, 2025 [2] - The announcement is made in compliance with Nasdaq Listing Rule 5810(b), which mandates prompt disclosure of deficiency notifications [3] Company Overview - Universe Pharmaceuticals INC is headquartered in Ji'an, Jiangxi, China, and specializes in the production and distribution of traditional Chinese medicine derivatives aimed at improving the health of the elderly [4] - The company also distributes biomedical drugs, medical instruments, Traditional Chinese Medicine Pieces, and dietary supplements from third-party manufacturers, with products sold across 30 provinces in China [4]

Ji’an, Jiangxi, China, Feb. 03, 2025 (GLOBE NEWSWIRE) -- Universe Pharmaceuticals INC (the “Company”) (Nasdaq: UPC), a pharmaceutical producer and distributor in China, today announced that the Company received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) on January 29, 2025, notifying the Company that the Nasdaq staff has determined to delist the Company’s ordinary shares from The Nasdaq Capital Market (the “Delisting Determination”), because the bid price of the Company’s listed securities has clo ...