Universe Pharmaceuticals INC SEC filings document the disclosures of a Cayman Islands foreign private issuer operating a pharmaceutical production and distribution business in China. Form 6-K reports cover interim financial results, revenue and cost categories for company and third-party products, and current reports tied to governance and capital-structure matters.
The filing record also includes proxy materials and annual general meeting results, an equity incentive plan, and amendments related to ordinary-share structure, including Class A and Class B ordinary shares and authorized share capital. These filings describe shareholder voting matters, board and compensation arrangements, share-based awards and formal corporate actions affecting UPC securities.
Universe Pharmaceuticals INC (UPC) received a Schedule 13G indicating that Orbis BioCapital Limited and Chunhua Zheng collectively report beneficial ownership of 499,926 Class A ordinary shares. This represents 9.98% of the Class A ordinary shares outstanding, based on 5,008,313 shares outstanding as of July 27, 2026.
Both Orbis BioCapital Limited, a British Virgin Islands company, and Chunhua Zheng, an individual resident in China, report shared voting and dispositive power over these 499,926 shares and no sole voting or dispositive power. Orbis BioCapital Limited is wholly owned and controlled by Chunhua Zheng.
Universe Pharmaceuticals INC (UPC) received a Schedule 13G reporting passive ownership of its Class A ordinary shares by Whitmore Limited and Chengming Tang. Whitmore Limited, a British Virgin Islands company wholly owned and controlled by Chengming Tang, reports beneficial ownership of 499,424 Class A ordinary shares.
This position represents 9.97% of the Class A ordinary shares, based on 5,008,313 shares outstanding as of July 27, 2026. Both Whitmore Limited and Chengming Tang report shared voting and dispositive power over these 499,424 shares and no sole voting or dispositive power.
Universe Pharmaceuticals INC (UPC) has called its 2026 annual general meeting of shareholders for September 30, 2026 at 10:00 a.m. Beijing Time in Jiangxi, China. Holders of Class A and Class B ordinary shares as of the August 31, 2026 record date may vote in person or by proxy.
Shareholders are asked to re-elect five current directors and approve a conditional 1‑for‑10 Share Consolidation of both Class A and Class B ordinary shares, which would take effect only if a defined trading-price Trigger Event occurs. In connection with this, authorized capital would change from 1,800,000,000 Class A and 200,000,000 Class B shares at US$0.00001 par value to 180,000,000 Class A and 20,000,000 Class B shares at US$0.0001 par value, with fractional entitlements rounded up.
As of the record date, 5,008,313 Class A ordinary shares and 16,077 Class B ordinary shares were issued and outstanding, with one vote per Class A share and one hundred votes per Class B share. The board unanimously recommends voting in favor of all proposals, including adoption of an amended and restated memorandum of association to reflect any approved Share Consolidation and authority to adjourn the meeting if additional proxy solicitation is needed.
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.
Universe Pharmaceuticals INC generated $9,036,190 net revenue for the six months ended March 31, 2026, slightly below $9,152,915 a year earlier. Gross profit rose to $3,342,511, and the net loss narrowed to $1,554,813 from $3,284,755, aided by lower operating expenses and a foreign currency translation gain of $1,070,366.
Cash was $27,559,730 versus $33,592,025 at September 30, 2025, after a $4,298,208 operating cash outflow and $1,812,650 investing outflow, partly offset by stable bank borrowings. The balance sheet shows $71,465,699 in assets, including sizable prepayments for construction and property and a bond investment of $1,490,203. The company faces future capital spending on its new manufacturing facility of $13,888,084, with $3,624,239 expected within 12 months. A dual-class share structure is now in place with 563,338 Class A shares outstanding, and subsequent events include a 2026 equity incentive plan, share awards to the CEO, and an agreed all‑stock acquisition of Best Praise International Limited for $10,751,000 via issuance of 4,376,552 Class A shares.
Universe Pharmaceuticals INC entered into a share purchase agreement to acquire 100% of Best Praise International Limited, which holds five pharmaceutical patents in China. The agreed consideration is US$10,751,000, payable entirely in 4,376,552 Class A ordinary shares of Universe Pharmaceuticals.
The patents relate to age-related diseases, neurodegenerative conditions, cognitive disorders, cardiovascular applications, antibacterial compounds and drug delivery technologies, which the board views as early-stage assets that complement the Company’s elderly-healthcare focus. The deal is subject to customary conditions, including corporate approvals, SEC and Nasdaq procedures, PRC patent opinion and confirmation that no change of control occurs, and is expected to close in the third quarter of 2026.
Lai Gang reported acquisition or exercise transactions in this Form 4 filing.
Universe Pharmaceuticals CEO Gang Lai reported new share grants in Universe Pharmaceuticals INC. On May 7, 2026, he received 12,610 Class B ordinary shares and 71,890 Class A ordinary shares at $0.0000 per share as a grant or award.
Footnotes state these ordinary shares were granted under the company’s 2026 Equity Incentive Plan in consideration for past services and are governed by an award agreement dated May 5, 2026. After the transactions, Lai directly holds 12,610 Class B shares and 71,890 Class A shares, and indirectly holds 3,467 Class B shares through Sununion Holding Group Limited.
Universe Pharmaceuticals INC disclosed that Chief Executive Officer and Chairman Gang Lai has become a significant shareholder through an equity compensation grant and existing holdings. On May 7, 2026, he received 71,890 Class A ordinary shares and 12,610 Class B ordinary shares under the company’s 2026 Equity Incentive Plan as compensation for past services. Including 3,467 Class B ordinary shares held through Sununion Holding Group Limited, which he controls, Lai beneficially owns 87,967 ordinary shares, representing 13.58% of the company’s outstanding Class A ordinary shares, giving him substantial voting and economic influence over the issuer.
Universe Pharmaceuticals adopted a 2026 Equity Incentive Plan allowing equity awards over up to 84,500 ordinary shares. Under this plan, the board granted Chief Executive Officer Gang Lai 71,890 Class A ordinary shares and 12,610 Class B ordinary shares as compensation for past services.
The shares were issued on May 7, 2026, with each Class B ordinary share convertible into one Class A ordinary share. After this issuance, the company has 631,761 Class A ordinary shares and 16,077 Class B ordinary shares outstanding, and Mr. Lai and his holding company beneficially control about 75.0% of the company’s total voting power.
Universe Pharmaceuticals INC adopted a new 2026 Equity Incentive Plan on April 14, 2026 to attract and retain employees, directors, and consultants and align their interests with shareholders.
The plan initially reserves up to 84,500 ordinary shares for awards and allows options, share appreciation rights, restricted shares, restricted share units, performance units, performance shares, and other share-based awards. From the first trading day in January 2027, the share pool may automatically increase each year by up to 10% of total ordinary shares issued and outstanding, subject to the Company’s authorized share capital and any lower amount set by the board. No director or officer can receive awards that would lift their holding above 75% of total voting power, and option terms may not exceed 10 years from the grant date.