Universe Pharmaceuticals (NASDAQ: UPC) acquires Best Praise with 4,376,552 shares

Rhea-AI Filing Summary

Universe Pharmaceuticals INC completed its previously disclosed acquisition of Best Praise International Limited, which holds five patents in China covering pharmaceutical compounds and drug delivery technologies for age-related, neurodegenerative, cognitive and cardiovascular conditions.

On June 30, 2026 the company closed the purchase of all Target Shares under a Share Purchase Agreement with Ms. Lu Shanshan and, as consideration, issued 4,376,552 Class A ordinary shares as restricted securities under the Securities Act of 1933. The company agreed to certain resale registration provisions for these Consideration Shares, subject to applicable securities laws, SEC rules, Nasdaq rules and the terms of the Share Purchase Agreement. Following this issuance, 5,008,313 Class A ordinary shares and 16,077 Class B ordinary shares are issued and outstanding.

Key Figures

Consideration Shares: 4,376,552 Class A ordinary shares Class A shares outstanding: 5,008,313 Class A ordinary shares Class B shares outstanding: 16,077 Class B ordinary shares +1 more

4 metrics

Consideration Shares 4,376,552 Class A ordinary shares Shares issued as consideration for the Best Praise International Limited acquisition closing on June 30, 2026.

Class A shares outstanding 5,008,313 Class A ordinary shares Issued and outstanding as of the date of the report after issuing the Consideration Shares.

Class B shares outstanding 16,077 Class B ordinary shares Issued and outstanding as of the date of the report.

Patents held by Target 5 patents Chinese patents relating to pharmaceutical compounds and drug delivery technologies in several therapeutic areas.

Key Terms

restricted securities, resale registration provisions, Share Purchase Agreement, foreign private issuer

4 terms

restricted securities regulatory

"The Consideration Shares were issued as restricted securities under the Securities Act"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

resale registration provisions regulatory

"the Company has agreed to certain resale registration provisions with respect"

Share Purchase Agreement financial

"entered into a Share Purchase Agreement dated June 17, 2026"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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

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FAQ

What acquisition did Universe Pharmaceuticals (UPC) complete in June 2026?

Universe Pharmaceuticals completed its acquisition of Best Praise International Limited on June 30, 2026, acquiring 100% of the issued shares under a Share Purchase Agreement dated June 17, 2026 with Ms. Lu Shanshan.

What assets does Best Praise International contribute to Universe Pharmaceuticals (UPC)?

Best Praise International holds five patents in China covering pharmaceutical compounds and drug delivery technologies for age-related diseases, neurodegenerative conditions, cognitive disorders and cardiovascular-related applications, expanding Universe Pharmaceuticals’ exposure to these therapeutic areas through the acquired entity.

How many shares did Universe Pharmaceuticals (UPC) issue as consideration for Best Praise?

Universe Pharmaceuticals issued 4,376,552 Class A ordinary shares as Consideration Shares to satisfy the purchase price under the Share Purchase Agreement, issuing them as restricted securities in reliance on an exemption from Securities Act registration.

What are Universe Pharmaceuticals’ (UPC) outstanding share counts after the Best Praise deal?

Following issuance of the Consideration Shares, Universe Pharmaceuticals has 5,008,313 Class A ordinary shares and 16,077 Class B ordinary shares issued and outstanding as of the date of the report.

What registration rights apply to the Consideration Shares of Universe Pharmaceuticals (UPC)?

Under the Share Purchase Agreement, the company agreed to resale registration provisions for the 4,376,552 Consideration Shares, subject to applicable securities laws, SEC rules, Nasdaq rules and the specific terms set forth in the agreement.

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 July 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 ☐

Closing of Acquisition of Best Praise International Limited

As previously disclosed in the Report on Form 6-K filed by Universe Pharmaceuticals INC (the “Company”) with the U.S. Securities and Exchange Commission on June 26, 2026 (the “Prior 6-K”), the Company entered into a Share Purchase Agreement dated June 17, 2026 (the “SPA”) with Ms. Lu Shanshan (“Ms. Lu”), pursuant to which the Company agreed to acquire 100% of the issued shares (the “Target Shares”) of Best Praise International Limited (the “Target”). The Target holds five patents in the People’s Republic of China relating to pharmaceutical compounds and drug delivery technologies in the areas of age-related diseases, neurodegenerative conditions, cognitive disorders, and cardiovascular-related pharmaceutical applications. The description of the SPA and the transactions contemplated thereby, as set forth in the Prior 6-K, is incorporated herein by reference.

On June 30, 2026, the Company completed the acquisition of the Target Shares pursuant to the SPA (the “Closing”). In connection with the Closing, as of the date of this report, the Company has issued all 4,376,552 Class A ordinary shares (the “Consideration Shares”) to the recipients in full satisfaction of the consideration under the SPA. The Consideration Shares were issued as restricted securities under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from the registration requirements thereof.

Pursuant to the SPA, the Company has agreed to certain resale registration provisions with respect to the Consideration Shares, subject to applicable securities laws, SEC rules, Nasdaq rules, and the terms set forth in the SPA.

A copy of the SPA was previously filed as Exhibit 10.1 to the Prior 6-K and is incorporated herein by reference. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA.

As of the date of this report, following the issuance of the Consideration Shares, the Company has 5,008,313 Class A ordinary shares and 16,077 Class B ordinary shares issued and outstanding.

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SIGNATURES

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.

	Universe Pharmaceuticals INC
Date: July 31, 2026	By:	/s/ Gang Lai
		Gang Lai
		Chief Executive Officer

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