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 June 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 ☐
Entry
into Share Purchase Agreement
On
June 17, 2026, Universe Pharmaceuticals INC, an exempted company formed in the Cayman Islands (the “Company”), entered
into a Share Purchase Agreement (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 Board of Directors noted that these patents represent early-stage
pharmaceutical intellectual property assets, which may provide the Company with opportunities to pursue research and development
projects, co-development efforts, licensing arrangements, or other commercialization opportunities in areas that complement the
Company's existing pharmaceutical business. The acquisition consideration was determined by reference to an independent valuation
report prepared by King Kee Appraisal and Advisory Limited. The execution of the SPA and the transactions contemplated thereby were
ratified and approved by the Board of Directors of the Company on June 24, 2026.
Pursuant to the SPA, the consideration for the Target Shares is US$10,751,000, payable entirely through the issuance of 4,376,552 of the
Company’s Class A ordinary shares (the “Consideration Shares”) to Ms. Lu or her designated recipients, subject to the
terms and conditions set forth in the SPA. The Consideration Shares will be issued as restricted securities under the Securities Act of
1933, as amended (the “Securities Act”), and may not be offered, sold, transferred, pledged or otherwise disposed of unless
registered under the Securities Act or pursuant to an applicable exemption from such registration.
The
closing of the acquisition is subject to customary conditions precedent, including, among others: (i) completion of the Company’s
internal approvals, board and (if applicable) shareholder approvals; (ii) completion of applicable SEC and Nasdaq compliance procedures
relating to the issuance of the Consideration Shares; (iii) receipt by the Company of a legal opinion from its PRC counsel confirming
the validity and ownership of the Target’s patents; (iv) receipt of the final valuation report from King Kee Appraisal and Advisory
Limited; (v) the accuracy and completeness of Ms. Lu’s representations and warranties as of the closing date; and (vi) confirmation
that the transaction will not result in a change of control of the Company. If the conditions precedent are not satisfied (or waived
by the Company) by the date that is 120 days after the execution of the SPA (or such later date as the parties may agree in writing),
either party may terminate the SPA by written notice without liability, provided that the party whose breach caused the failure may not
exercise such termination right. The Company may also unilaterally terminate the SPA upon the occurrence of certain events, including
a material breach of the SPA by Ms. Lu that remains uncured for 15 days after written notice, any material inaccuracy in Ms. Lu’s
representations or warranties, or a material adverse change in the Target’s business, assets, financial condition or prospects.
The SPA also includes 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.
This
report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the expected
completion of the acquisition and the satisfaction of closing conditions. Forward-looking statements are based on the Company’s
current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially
from those expressed or implied, including the risk that the conditions to closing may not be satisfied, that regulatory approvals may
not be obtained, that the anticipated benefits of the acquisition may not be realized, and other risks described in the Company’s
filings with the SEC. The Company undertakes no obligation to update any forward-looking statements, except as required by applicable
law.
A
copy of the SPA is filed as Exhibit 10.1 to this report on Form 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.
In connection with the entry into the SPA, the Company issued a press release, a copy of which is filed as Exhibit 99.1 to this report
on Form 6-K and is incorporated herein by reference.
Exhibit Index
Exhibit
Number |
|
Exhibit |
| 10.1 |
|
English Translation of the Share Purchase Agreement by and between Universe Pharmaceuticals INC and Lu Shanshan, dated June 17, 2026 |
| 99.1 |
|
Press Release -- Universe Pharmaceuticals INC Announces Strategic Acquisition to Expand Pharmaceutical Patent Portfolio |
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: June 26, 2026 |
By: |
/s/
Gang Lai |
| |
|
Gang Lai |
| |
|
Chief Executive Officer |
Exhibit 99.1
Universe Pharmaceuticals INC Announces Strategic
Acquisition to Expand Pharmaceutical Patent Portfolio
Ji'an, Jiangxi, China, June 26, 2026 (GLOBE NEWSWIRE) - Universe
Pharmaceuticals INC (NASDAQ: UPC) (“Universe Pharmaceuticals” or the “Company”), a pharmaceutical producer and
distributor in China, today announced that the Company has entered into a share purchase agreement to acquire 100% of the issued shares
of Best Praise International Limited (“Best Praise”), a company that holds five patents in China with potential applications
in pharmaceutical development, for a total purchase price of US$10,751,000, payable in the form of 4,376,552 Class A ordinary shares of
the Company.
The patent portfolio covers several pharmaceutical
and healthcare-related areas, including age-related diseases, neurodegenerative conditions, cognitive disorders, cardiovascular-related
pharmaceutical applications, antibacterial compounds and drug delivery technologies. The Company believes these patented assets are complementary
to its existing focus on elderly healthcare and may provide additional opportunities to pursue research and development projects, co-development
efforts, licensing arrangements, or other commercialization opportunities in areas that complement the Company’s existing pharmaceutical
business.
Mr. Gang Lai, Chief Executive Officer of Universe
Pharmaceuticals, commented, “This acquisition reflects our continued efforts to expand the Company's pharmaceutical capabilities.
By adding intellectual property assets in areas related to elderly healthcare, cognitive health, cardiovascular applications, antibacterial
compounds and drug delivery technologies, we believe Universe Pharmaceuticals will be better positioned to broaden its product pipeline
and pursue additional avenues for long-term growth.”
Mr. Lai continued, “We also believe this
transaction supports the Company’s profile as a Nasdaq-listed public company. By adding intellectual property assets to the Company’s
platform, the Company expects to strengthen its asset base and enhance its long-term capital position. We believe these efforts are important
to supporting the Company’s continued development and creating value for shareholders.”
The Company believes that the proposed acquisition
is consistent with its long-term strategy of expanding its pharmaceutical platform around elderly healthcare, age-related conditions and
other areas of market relevance.
The closing of the acquisition is subject to customary
closing conditions. The transaction has been approved by the Company’s board of directors and is expected to close in the third
quarter of 2026. There can be no assurance that the transaction will be completed on the anticipated terms or timeline, or at all.
The share purchase agreement has been filed as
an exhibit to a report on Form 6-K with the U.S. Securities and Exchange Commission. Investors and shareholders are encouraged to read
the share purchase agreement and other relevant documents when they become available.
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 include, but are not limited to, statements regarding the proposed acquisition of Best Praise, the expected benefits of the
acquisition, the anticipated complementary nature of the acquired patent portfolio, the potential for product development, licensing,
commercialization or other opportunities arising from the acquired intellectual property, the expected impact on the Company’s asset
base and capital position, and the Company's long-term business strategy. 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. Important factors that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements include, but are not limited to, the risk that the acquisition may not be
completed on the anticipated terms or timeline, or at all; the failure to satisfy customary closing conditions; risks related to the integration
of the acquired assets; uncertainties regarding the enforceability, validity or commercial viability of the acquired patents; regulatory
risks in China; and other risks and uncertainties described in the Company’s most recent annual report on Form 20-F and other filings
with the U.S. Securities and Exchange Commission. 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.
For more information, please contact:
Ms. Lin Yang
Chief Financial Officer of Universe Pharmaceuticals
INC
lin.yang@universe-pharmacy.com
