6-K

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 March 2021

Commission File Number: 001-40231

Universe Pharmaceuticals INC

265 Jingjiu Avenue

Jinggangshan Economic and Technological DevelopmentZone

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 x 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 x

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

On March 29, 2021, Univest Securities, LLC, as the underwriter in the initial public offering (“IPO”) of Universe Pharmaceuticals INC (the “Company”), notified the Company its decision to exercise in full its over-allotment option to purchase an additional 750,000 ordinary shares, par value $0.003125 per share, at a price of $5.00 per share. The closing for the sale of the over-allotment shares took place on March 31, 2021. Gross proceeds of the Company's IPO, including the proceeds from the sale of the over-allotment shares, totaled $28.75 million, before deducting underwriting discounts and other related expenses.

The Company issued a press release on March 31, 2021 announcing the full exercise of the underwriter’s over-allotment option by Univest Securities, LLC. A copy of the press release is attached hereto as Exhibit 99.1 and is 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.

EXHIBIT INDEX

Exhibit 99.1

Universe PharmaceuticalsINC Announces Full Exercise of Underwriter’s Over-Allotment Option in the Public Offering

Ji’an, Jiangxi, China, March 31, 2021 – Universe Pharmaceuticals INC (the “Company”) (Nasdaq: UPC), a pharmaceutical producer and distributor in China, today announced the underwriter of its previously announced initial public offering of ordinary shares (the "Offering") has exercised in full its option to purchase an additional 750,000 ordinary shares at the public offering price of $5.00 per share to cover overallotments, resulting in additional gross proceeds of $3.75 million. After giving effect to the full exercise of the over-allotment option, the total number of shares sold by the Company in the Offering increased to 5.75 million shares and gross proceeds increased to $28.75 million. The exercise of the over-allotment option closed on March 31, 2021.

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 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.

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 Univest Securities,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. These forward-looking statements involveknown and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trendsthat the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investorscan 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 statementsto reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although theCompany believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectationswill turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated resultsand encourages investors to review other factors that may affect its future results in the Company’s registration statement andin its other filings with the SEC.

For more information,please contact:

Ascent Investors RelationsLLC

Tina Xiao

President

Phone: 917-609-0333

Email: [email protected]