Universe Pharmaceuticals INC Announces Effective Date of Dual-Class Share Structure

Universe Pharmaceuticals (NASDAQ: UPC) announced that its dual-class share structure becomes effective on the Nasdaq Capital Market on February 13, 2026.

Rhea-AI Summary

Universe Pharmaceuticals (NASDAQ: UPC) announced that its dual-class share structure becomes effective on the Nasdaq Capital Market on February 13, 2026. The company amended and restated its memorandum and articles of association and changed 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 of par value US$0.00001 each. Beginning with the opening of trading on February 13, 2026, the Class A Ordinary Shares are expected to trade under the same symbol UPC and the same CUSIP G9442G 138.

Positive

• Dual-class share structure effective on February 13, 2026
• Authorized share capital set to 2,000,000,000 total shares (1.8B A / 200M B)

Negative

• None.

Argus Feb 12 session

-19.61% close to close Open Argus

Details

News Market Reaction – UPC

On Feb 12, the first trading day after this news, UPC closed 19.61% below the previous close.

Data tracked by StockTitan Argus for the Feb 12 session.

Key Figures

Authorized share capital: US$20,000 Class A share authorization: 1,800,000,000 shares Class B share authorization: 200,000,000 shares +5 more

Authorized share capital

US$20,000

Post dual-class share structure authorization

Class A share authorization

1,800,000,000 shares

Class A Ordinary Shares, par value US$0.00001

Class B share authorization

200,000,000 shares

Class B Ordinary Shares, par value US$0.00001

Par value per share

US$0.00001

Par value for both Class A and Class B ordinary shares

2025 revenue

$17,858,732

Year ended September 30, 2025 (down from prior years)

2025 net loss

$3,672,055

Year ended September 30, 2025

Accumulated deficit

$13,843,623

As of September 30, 2025

Short-term debt due

$9,256,919

Bank financing due within one year as of September 30, 2025

Key Terms

dual-class share structure, Nasdaq Capital Market, CUSIP, SCHEDULE 13G/A, +2 more

6 terms

dual-class share structure financial

"announced that all conditions to the implementation of its dual-class share structure"

A dual-class share structure is when a company issues two (or more) types of stock that give different voting power: one class typicaly gives founders or insiders more votes per share while the other class, sold to public investors, has little or no voting rights. For investors this matters because it concentrates control in a small group—like a family owning a house with most of the keys—so minority shareholders may have less influence over strategy, governance and risk, which can affect long-term value and accountability.

Nasdaq Capital Market regulatory

"will become effective on the Nasdaq Capital Market on February 13, 2026"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

CUSIP financial

"under the same symbol “UPC” and the same CUSIP number G9442G 138"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

SCHEDULE 13G/A regulatory

"[SCHEDULE 13G/A] Universe Pharmaceuticals INC Amended Passive Investment Disclosure"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Capital Reorganisation financial

"adopt an amended and restated memorandum and articles of association (the A&R M&A) following a proposed Capital Reorganisation"

A capital reorganisation is a planned reshuffling of a company’s financial structure—changing the mix or form of its shares, reducing or increasing share capital, converting debt to equity, or altering voting rights—to simplify finances, shore up balance sheets, or reset ownership stakes. For investors it matters because it can change how much of the company they own, affect share value, dividend rights and voting power, and alter the company’s risk profile, much like rearranging a household’s budget can change who pays for what.

HFCAA regulatory

"potential Nasdaq delisting and HFCAA-related trading risks"

The HFCAA is a U.S. law that requires companies listed on U.S. stock exchanges to allow their auditors to be inspected by U.S. regulators; if a company’s auditors can’t be reviewed for several years, the company risks being removed from U.S. markets. For investors, it matters because the law increases transparency and audit oversight—think of it as a safety inspection for a car—while also creating a clear regulatory trigger that can affect a stock’s availability and price if compliance can’t be shown.

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

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Ji'an, Jiangxi, China, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Universe Pharmaceuticals INC (NASDAQ: UPC) (“Universe Pharmaceuticals” or the “Company”), a pharmaceutical producer and distributor in China, today announced that all conditions to the implementation of its dual-class share structure have been satisfied and that its dual-class share structure will become effective on the Nasdaq Capital Market on February 13, 2026.

In connection with the implementation of its dual-class share structure, the Company amended and restated its memorandum and articles of association and the Company’s authorized share capital was changed to US$20,000 divided into 1,800,000,000 class A ordinary shares of par value US$0.00001 each (the “Class A Ordinary Shares”) and 200,000,000 class B ordinary shares of par value US$0.00001 each.

The Company anticipates that beginning with the opening of trading on February 13, 2026, the Class A Ordinary Shares will trade on the Nasdaq Capital Market under the same symbol “UPC” and the same CUSIP number G9442G 138.

About Universe Pharmaceuticals INC

Universe Pharmaceuticals INC, headquartered in Ji’an, Jiangxi, China, is a pharmaceutical producer and distributor in China. The Company specializes in the manufacturing, marketing, sales and distribution of traditional Chinese medicine derivatives products targeting the elderly with the goal of addressing their physical conditions in the aging process and to promote their general well-being. The Company also distributes and sells biomedical drugs, medical instruments, Traditional Chinese Medicine Pieces, and dietary supplements manufactured by third-party pharmaceutical companies. Currently, the Company’s products are sold in 30 provinces of China. For more information, visit the company’s website at http://www.universe-pharmacy.com/.

Forward-Looking Statements

This press release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except to the extent required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s most recent annual report on Form 20-F and other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

Ms. Lin Yang
Chief Financial Officer of Universe Pharmaceuticals INC
lin.yang@universe-pharmacy.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Universe Pharmaceuticals (UPC) announce for February 13, 2026?

The company implemented a dual-class share structure effective February 13, 2026 on the Nasdaq Capital Market. According to the company, the amended charter sets authorized capital at US$20,000, split into 1.8 billion Class A and 200 million Class B ordinary shares.

Will Universe Pharmaceuticals shares keep the same ticker and CUSIP after the change?

Yes. Class A ordinary shares are expected to trade under the same ticker UPC and same CUSIP G9442G 138. According to the company, this will begin with the opening of trading on February 13, 2026 on Nasdaq Capital Market.

How many Class A and Class B shares did Universe Pharmaceuticals authorize under the new structure?

The company authorized 1,800,000,000 Class A ordinary shares and 200,000,000 Class B ordinary shares. According to the company, both classes have a par value of US$0.00001 and total authorized share capital equals US$20,000.

What corporate documents did Universe Pharmaceuticals amend for the new share structure?

Universe Pharmaceuticals amended and restated its memorandum and articles of association to implement the dual-class structure. According to the company, those amendments changed its authorized share capital and share class definitions.

When will Class A ordinary shares of UPC begin trading under the new structure?

Class A ordinary shares are expected to begin trading under the new dual-class structure at the market open on February 13, 2026. According to the company, trading will occur on the Nasdaq Capital Market under ticker UPC with the same CUSIP.