6-K - UPC - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of March 2021

CommissionFile Number: 001-40231

UniversePharmaceuticals INC

265Jingjiu Avenue

JinggangshanEconomic and Technological Development Zone

Ji’an,Jiangxi, China 343100

+86-0796-8403309

(Addressof 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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

On March 25, 2021, Universe Pharmaceuticals INC (the “Company”) closed its initial public offering (“IPO”) of 5,000,000 ordinary shares, par value $0.003125 per share (the “Ordinary Shares”). The Ordinary Shares were priced at $5.00 per share, and the offering was conducted on a firm commitment basis. The Ordinary Shares were previously approved for listing on The Nasdaq Global Market and commenced trading under the ticker symbol “UPC” on March 23, 2021.

In connection with the IPO, the Company issued a press release on March 23, 2021 announcing the pricing and trading of the IPO and a press release on March 25, 2021 announcing the closing of the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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:<br> March 25, 2021	By:	/s/<br> Gang Lai
	Name:	Gang<br> Lai
	Title:	Chief<br> Executive Officer

EXHIBITINDEX

Exhibit No.	Description
99.1	Press Release on Pricing and Trading of the Company’s Initial Public Offering
99.2	Press Release on Closing of the Company’s Initial Public Offering

Exhibit 99.1

Universe Pharmaceuticals INC AnnouncesPricing and Trading of Initial Public Offering

Ji’an, Jiangxi, China, March 23, 2021 – Universe Pharmaceuticals INC (the “Company”), a pharmaceutical producer and distributor in China, today announced the pricing of its initial public offering (“Offering”) of 5,000,000 ordinary shares at a public offering price of US$5.00 per ordinary share. The ordinary shares have been approved for listing on the Nasdaq Global Market and commenced trading today under the ticker symbol “UPC”.

The Company expects to receive aggregate gross proceeds of US$25 million from this Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 750,000 ordinary shares at the public offering price, less underwriting discounts. The Offering is expected to close on or about March 25, 2021, subject to the satisfaction of customary closing conditions.

Proceeds from the Offering will be used for upgrading and expanding the Company’s manufacturing facilities, conducting research and development, branding, advertising and marketing, and for working capital and general corporate purposes.

The Offering is being conducted on a firm commitment basis. Univest Securities, LLC is acting as the underwriter and book-running manager for the Offering. Hunter Taubman Fischer & Li LLC is acting as counsel to the Company, and Pryor Cashman LLP is acting as counsel to Univest Securities, LLC in connection with the Offering.

A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (“SEC”) (File Number: 333-248067) and was declared effective by the SEC on March 22, 2021. The Offering is being made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained from Univest Securities, LLC, by email at [email protected] or standard mail to Univest Securities, LLC, Attn: 375 Park Avenue, 15^th^ Floor, New York, NY 10152. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

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/.

About UnivestSecurities, LLC

Registered with FINRA since 1994, Univest Securities, LLC provides a wide variety of financial services to its institutional and retail clients globally including brokerage and execution services, sales and trading, market making, investment banking and advisory, wealth management. It strives to provide clients with value-add service and focuses on building long-term relationship with its clients. For more information, please visit: www.univest.us.

Forward-LookingStatements

All statementsother than statements of historical fact in this announcement are forward-looking statements, including but not limited to, theCompany’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based oncurrent expectations and projections about future events and financial trends that the Company believes may affect its financialcondition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfullycompleted. 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 undertakesno obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statementsare reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors thatactual results may differ materially from the anticipated results and encourages investors to review other factors that may affectits future results in the Company’s registration statement and in its other filings with the SEC.

For more information,please contact:

Ascent InvestorsRelations LLC

Tina Xiao

President

Phone: 917-609-0333

Email: [email protected]

Exhibit 99.2

Universe Pharmaceuticals INC AnnouncesClosing of Initial Public Offering

Ji’an, Jiangxi, China, March 25, 2021 – Universe Pharmaceuticals INC (the “Company”) (Nasdaq: UPC), a pharmaceutical producer and distributor in China, today announced the closing of its initial public offering (“Offering”) of 5,000,000 ordinary shares at a public offering price of US$5.00 per ordinary share.

The Company received aggregate gross proceeds of US$25 million from this Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 750,000 ordinary shares at the public offering price, less underwriting discounts. The ordinary shares began trading on the Nasdaq Global Market on March 23, 2021 under the ticker symbol “UPC”.

The Offering was conducted on a firm commitment basis. Univest Securities, LLC acted as the underwriter and book-running manager for the Offering. Hunter Taubman Fischer & Li LLC acted as counsel to the Company, and Pryor Cashman LLP acted as counsel to Univest Securities, LLC in connection with the Offering.

A registration statement on Form F-1 relating to the Offering was filed with the Securities and Exchange Commission (“SEC”) (File Number: 333-248067) and was declared effective by the SEC on March 22, 2021. This Offering was made only by means of a prospectus, forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained from Univest Securities, LLC, by email at [email protected] or standard mail to Univest Securities, LLC, Attn: 375 Park Avenue, 15^th^ Floor, New York, NY 10152. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

About Universe Pharmaceuticals INC

About UnivestSecurities, LLC

Forward-LookingStatements

All statementsother than statements of historical fact in this announcement are forward-looking statements. These forward-looking statementsinvolve known and unknown risks and uncertainties and are based on current expectations and projections about future events andfinancial trends that the Company believes may affect its financial condition, results of operations, business strategy and financialneeds. 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 updateforward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as maybe 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 resultsmay differ materially from the anticipated results and encourages investors to review other factors that may affect its futureresults in the Company’s registration statement and in its other filings with the SEC.

For more information,please contact:

Ascent InvestorsRelations LLC

Tina Xiao

President

Phone: 917-609-0333

Email: [email protected]