Universe Pharmaceuticals sets dual-class effective date

Universe Pharmaceuticals INC has confirmed that all conditions for its dual-class share structure have been met and that the structure will become effective on the Nasdaq Capital Market on February 13, 2026.

Rhea-AI Filing Summary

Universe Pharmaceuticals INC has confirmed that all conditions for its dual-class share structure have been met and that the structure will become effective on the Nasdaq Capital Market on February 13, 2026. From that date, its Class A ordinary shares will continue trading under the symbol “UPC” with the same CUSIP.

The company 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, each with a par value of US$0.00001. This formalizes a new capital and voting structure while leaving the trading symbol and market listing unchanged.

Insights

Corporate governance and capital structure analyst

Universe Pharmaceuticals finalizes a dual-class share structure without changing its Nasdaq listing details.

Universe Pharmaceuticals INC has implemented a dual-class share structure effective on February 13, 2026. Authorized capital is now US$20,000, split into Class A and Class B ordinary shares with identical par value of US$0.00001 each.

The company authorized 1,800,000,000 Class A and 200,000,000 Class B ordinary shares, indicating a clear separation between the two share classes. The filing does not detail the specific voting or economic differences, but the structure typically concentrates control in one class while keeping public trading in the other.

Beginning with the opening of trading on February 13, 2026, the Class A ordinary shares will continue to trade on the Nasdaq Capital Market under the symbol UPC with the same CUSIP number. Subsequent company filings may further explain how the dual-class structure affects governance and shareholder rights.

FAQ

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What did Universe Pharmaceuticals INC (UPC) announce in its latest 6-K?

Universe Pharmaceuticals announced that all conditions for its dual-class share structure have been satisfied and it will become effective on February 13, 2026. The company also updated its authorized share capital and confirmed its Class A shares will keep trading on Nasdaq under symbol UPC.

When will Universe Pharmaceuticals’ dual-class share structure become effective?

The dual-class share structure will become effective on the Nasdaq Capital Market on February 13, 2026. From the opening of trading that day, Universe Pharmaceuticals’ Class A ordinary shares will trade under the same UPC symbol and the same CUSIP number as before.

How did Universe Pharmaceuticals change its authorized share capital?

Universe Pharmaceuticals changed 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. Each share, regardless of class, carries a par value of US$0.00001, reflecting the new dual-class capital structure framework.

Will Universe Pharmaceuticals’ Nasdaq ticker or CUSIP change after the dual-class shift?

No, the Class A ordinary shares will continue trading on the Nasdaq Capital Market under the symbol UPC with the same CUSIP number. The change relates to the company’s share classes and authorized capital, not to its trading symbol or market listing identity.

What types of shares does Universe Pharmaceuticals now have authorized?

Universe Pharmaceuticals now has two classes of ordinary shares authorized: 1,800,000,000 Class A ordinary shares and 200,000,000 Class B ordinary shares. Both classes have a par value of US$0.00001 per share, reflecting the company’s newly implemented dual-class share structure.

Why did Universe Pharmaceuticals amend its memorandum and articles of association?

The company amended and restated its memorandum and articles of association to implement its dual-class share structure and redefine its authorized share capital. These changes provide the legal foundation for having separate Class A and Class B ordinary shares within its overall capital framework.

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Accepted by SEC EDGAR 02/11/2026 - 04:06 PM Learn about SEC filing dates

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 February 2026

Commission file number: 001-40231

Universe Pharmaceuticals INC

265 Jingjiu Avenue

Jinggangshan Economic and Technological Development Zone

Ji’an, Jiangxi, China 343100

+86-0796-8403309

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

1

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Universe Pharmaceuticals INC
Date: February 11, 2026	By:	/s/ Gang Lai
		Gang Lai
		Chief Executive Officer

2

Exhibit 99.1

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

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE - UNIVERSE PHARMACEUTICALS INC ANNOUNCES EFFECTIVE DATE OF DUAL-CL 6.1 KB