6-K
Universe Pharmaceuticals INC (UPC)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of June 2026
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 ☐
Entryinto 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
1
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/<br> Gang Lai |
| Gang Lai | ||
| Chief Executive Officer |
2
Exhibit 10.1
Share Transfer Agreement
PartyA (Transferor): Lu Shanshan
Passport No.:
PartyB (Transferee): Universe Pharmaceuticals INC
Whereas:
1. Best Praise International Limited (hereinafter referred to as the “Target Company”) is a company specializing in the research and development of innovative drugs for geriatric diseases. According to the valuation report prepared by the third-party appraisal firm King Kee Appraisal, with December 31, 2025, as the valuation date, the Target Company’s valuation as of that date was $10,751,000.Party A is the sole registered shareholder of 100% of the Target Company’s issued shares and has the authority to sign this Agreement and transfer the subject shares; the Target Company, as the acknowledging party, signs this Agreement to confirm that it is aware of and agrees to the relevant arrangements for this share transfer.
2. Party B is a company legally incorporated and in good standing in the Cayman Islands and is listed on the NASDAQ Stock Market in the United States.
3. Party A intends to transfer all of its shares in the Target Company to Party B in accordance with the terms and conditions set forth in this Agreement (hereinafter referred to as the “Share Transfer”), and Party B agrees to accept such transfer.
For the purpose of effecting this Share Transfer, Party A and Party B, in accordance with relevant laws and regulations and through voluntary and equal negotiations, have entered into this Agreement, which they hereby solemnly undertake to honor.
Definitionsand Interpretations
Unless otherwise defined in this Agreement, the following terms shall have the meanings set forth below:
“Closing Date” means the date on which both parties complete the transfer of the Target Company’s shares in accordance with the terms of this Agreement after all conditions precedent listed in Section 3.1 have been satisfied (or waived in writing by Party B), provided that such date shall in no event be later than the Cut-off Date.
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“Cut-off Date” means one hundred and twenty (120) days from the date of execution of this Agreement, or such later date as may be extended by mutual written agreement of the Parties.
“Valuation Reference Date” means December 31, 2025, which is the reference date determined in the Valuation Report for the purpose of valuing the Target Company.
“Consideration Shares” means the Class A ordinary shares issued by Party B in a private placement to Party A or another recipient designated by Party A pursuant to Section 2.2.
“Reference Price” means the closing price of Party B’s Class A ordinary shares on the Nasdaq on June 16, 2026, namely $2.89 per share.
“Issue Price per Share” means the Reference Price less a discount of fifteen percent (15%), or US$2.4565 per share.
“Material Adverse Change” means any event, change, or circumstance occurring between the date of execution of this Agreement and the Closing Date with respect to the Target Company’s business, assets, liabilities, financial condition, results of operations, intellectual property, or prospects that, individually or in the aggregate, has a material adverse effect on the Target Company.
Article1: Subject Matter of the Transfer
1.1 Both parties hereby confirm that the subject matter of this share transfer is all of the issued shares of the Target Company held by Party A (hereinafter referred to as the “Subject Shares”). Upon completion of this share transfer, Party B will hold 100% of the Target Company’s shares.
Article2: Method of Transfer and Purchase Price
2.1 Party A and Party B confirm that the commercial pricing for this share transfer is based on the valuation results completed by the third-party appraisal firm King Kee Appraisal, with December 31, 2025, as the valuation date. As of the valuation date, the Target Company was valued at US$10,751,000. After fair negotiations, both parties agree that the consideration for this share transfer shall be US$10,751,000.
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2.2 Party A and Party B confirm that the consideration for the transfer of the subject shares under this Agreement shall not be paid in cash; the entire consideration shall be settled through a private placement of Party B’s Class A ordinary shares by Party B to Party A or another recipient designated by Party A, pursuant to Party A’s instructions.The parties agree to use the closing price of Party B’s Class A ordinary shares on the Nasdaq on June 16, 2026, of $2.890 per share as the reference price, and to apply a fifteen percent (15%) discount to that reference price, thereby determining the issue price per share to be $2.4565.Based on the consideration for this share transfer of $10,751,000 and the issue price of $2.4565 per share, the number of consideration shares to be issued by Party B shall be 4,376,552 Class A ordinary shares; the Parties agree that any fractional shares resulting from this calculation shall not be issued separately, nor shall they be made up or adjusted in cash or by any other means.Party A shall, fifteen (15) days prior to the Closing Date, notify Party B in writing of the name, identity information, contact information, securities account information, beneficial ownership information, and any other information reasonably requested by Party B, the Transfer Agent, the SEC, Nasdaq, or other regulatory authorities regarding the transferee of the shares;Party B shall have the right to conduct a reasonable compliance review of the transferees designated by Party A and shall have the right to require such transferees to sign investor representations, restricted securities acknowledgments, equity acknowledgments, resale restriction undertakings, disclosure cooperation documents, and other documents reasonably requested by Party B. Upon Party B’s completion of the issuance of the aforementioned Class A ordinary shares to Party A or other transferees designated by Party A, the full consideration for the share transfer under this Agreement shall be deemed to have been paid to Party A.
2.3 All taxes and fees related to this share transfer and the issuance of new shares shall be borne by Party A and Party B respectively in accordance with the law; where the law does not provide explicit provisions, such costs shall be borne equally by both parties at 50% each.
Article3: Conditions Precedent to the Share Transfer
3.1 This share transfer is subject to the simultaneous fulfillment of the following conditions precedent:
(1) Party B has completed its internal approval process, obtained approval from its board of directors and (if applicable) its shareholders’ meeting, and fulfilled all internal control procedures related to this share transfer;
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(2) The Target Company has completed its internal approvals, board of directors’ and shareholders’ meeting approvals, and all internal control procedures related to this share transfer;
(3) Party B has completed or satisfied the compliance procedures required by the U.S. Securities and Exchange Commission (SEC), the Nasdaq Stock Market, and the transfer agent in connection with this share transfer and the issuance of consideration shares;
(4) Party B’s PRC legal counsel has reviewed the specific details of the five patents held by the Target Company as listed in Annex 1 and issued a corresponding legal opinion, confirming that the patents held by the Target Company as listed in Annex 1 are all legally valid and that the Target Company lawfully holds the rights to possess, use, dispose of, and derive benefits from such patents;
(5) Party A shall continue to truthfully, accurately, and completely perform and satisfy all representations, warranties, and covenants under this Agreement on the Closing Date.
(6) Party B has received the official version of the appraisal report issued by King Kee Appraisal, confirming that the Target Company’s valuation as of December 31, 2025, is US$10,751,000;
(7) The completion of this transaction will not result in a change in Party B’s control, nor will it result in Party A, any recipient designated by Party A, or any person acting in concert with any of them acquiring control of Party B’s board of directors, special voting rights, veto rights, or other similar controlling rights;
3.2 The parties shall use reasonable efforts to ensure that the foregoing conditions precedent are satisfied by the Cut-off Date. If the conditions precedent listed in Section 3.1 are not fully satisfied by the Cut-off Date (or are waived in writing by Party B), either party shall have the right to terminate this Agreement by written notice to the other party without liability for breach; provided, however, that the party responsible for the failure to satisfy the conditions precedent may not invoke this section to exercise the right of termination.
Article4 Restrictions on Resale
4.1 Party A acknowledges and agrees that the Consideration Shares issued by Party B to Party A and other designated recipients pursuant to this Agreement are restricted securities issued under the U.S. Securities Act of 1933 and applicable exemptions thereunder,and until such consideration shares are validly registered under the U.S. Securities Act of 1933 or an applicable registration exemption exists, Party A and other recipients designated by Party A shall not, directly or indirectly, sell, transfer, pledge, lend, or otherwise dispose of the consideration shares.
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4.2 Party B agrees that, upon completion of the closing of this share transfer, subject to compliance with applicable securities laws, SEC rules, Nasdaq rules, and Party B’s internal compliance requirements, it will use reasonable commercial efforts to file a registration statement with the SEC covering the resale of the consideration shares as soon as practicable and to expedite its effectiveness.Delays resulting from SEC review procedures, financial statement requirements, changes in regulatory requirements, Nasdaq requirements, or other causes not attributable to Party B’s willful misconduct or gross negligence shall not constitute a breach by Party B.
4.3 Party A shall cause the other recipients designated by it to sign investor representations, restricted securities acknowledgments, resale restriction undertakings, beneficial ownership acknowledgments, and other relevant documents in accordance with the reasonable requests of Party B, the transfer agent, the SEC, Nasdaq, and other relevant authorities.
4.4 The Parties acknowledge that this Agreement does not impose any contractual lock-up period independent of applicable securities laws, SEC rules, Nasdaq rules, and the requirements of the registration statement; however, the foregoing does not affect the resale restrictions applicable to the Consideration Shares as restricted securities prior to the effective date of the registration statement.
Article5 Rights and Obligations of the Parties
5.1 Upon execution of this Agreement, the parties may begin preparing, executing, filing, or depositing documents related to the closing of this share transfer; however, the issuance of Party B’s consideration shares and other matters constituting the completion of the closing shall be completed on the Closing Date after all conditions precedent listed in Section 3.1 have been satisfied (or waived in writing by Party B).
5.2 Party A shall, and shall cause the other share recipients designated by it, unconditionally sign the investor representations, equity acknowledgments, waivers of objection, resale restrictions, restricted securities acknowledgments, and all other disclosure documents as required by Party B, the SEC, and Nasdaq.
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5.3 The Target Company shall, five (5) business days prior to the Closing Date, issue a confirmation letter to Party B confirming the Target Company’s continued existence and equity structure, and confirming that the Target Company has no material liabilities, guarantees, or material litigation; the Target Company shall ensure that it lawfully holds the patents listed in Annex 1, that it lawfully possesses the rights to possess, use, dispose of, and derive benefits from such patents, and that there are no ownership disputes regarding the aforementioned patents nor any instances of infringement of third-party rights.
5.4 Party A shall, upon execution of this Agreement, actively cooperate with Party B and its retained professional advisors in conducting due diligence on the Target Company; promptly and fully provide all documents, materials, and information reasonably requested by Party B; and ensure that the Target Company’s management and relevant personnel cooperate with Party B’s due diligence efforts.
5.5 Party A represents, warrants, and covenants as follows, and such representations and warranties shall remain true, accurate, and complete as of both the date of execution of this Agreement and the Closing Date:
(1) Party A is the sole legally registered shareholder of 100% of the Target Company’s issued shares, has the authority to sign this Agreement and transfer the Subject Shares, and the Subject Shares are not subject to any pledge, lien, freeze, seizure, trust, or other third-party rights;
(2) The Target Company is a corporation lawfully established and in good standing, possessing all qualifications, licenses, and approvals necessary for its operations, and is not subject to revocation, cancellation, dissolution, or an order to cease operations;
(3) The Target Company’s financial books and records are true, accurate, and complete, and there are no off-balance-sheet assets or liabilities; the Target Company has no material debts, contingent liabilities, guarantee obligations, or other financial commitments that have not yet been disclosed to Party B;
(4) The Target Company has fulfilled all its tax obligations in accordance with the law; there are no outstanding tax payments, late payment penalties, or tax penalties, nor are there any tax disputes or ongoing investigations or audits by tax authorities;
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(5) The Target Company has no material contracts or commitments that have not yet been disclosed to Party B; all disclosed material contracts are legally valid and there are no breaches or circumstances that may lead to a breach;
(6) The Target Company lawfully holds all patents listed in Appendix I and, in accordance with the law, enjoys full rights to possess, use, dispose of, and derive benefits from such patents; all such patents are legally valid, free from ownership disputes, invalidation proceedings, or infringement claims, and do not infringe upon any third-party intellectual property rights;
(7) The Target Company is not subject to any material litigation, arbitration, administrative penalties, or government investigations, whether past or potential;
(8) The Target Company has not committed any material violations of applicable laws, regulations, or regulatory requirements;
(9) All documents, materials, and information provided by Party A to Party B in connection with this share transfer are true, accurate, and complete, and contain no false statements, misleading representations, or material omissions.
5.6 From the date of execution of this Agreement through the Closing Date, Party A shall ensure that the Target Company complies with the following covenants:
(1) To continue operating in the ordinary course of business and maintain the integrity of its existing business, assets, and personnel;
(2) Without Party B’s prior written consent, the Target Company shall not dispose of, transfer, pledge, or otherwise encumber any material assets (including, but not limited to, the patents listed in Annex I);
(3) Not to incur any new borrowings, guarantees, or other material liabilities without Party B’s prior written consent;
(4) Not to declare or pay any dividends or other distributions without Party B’s prior written consent;
(5) The Company shall not amend its Articles of Incorporation or other organizational documents without Party B’s prior written consent;
(6) Without Party B’s prior written consent, the Target Company shall not enter into, amend, or terminate any material contract or commitment without Party B’s prior written consent.
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Article6 Confidentiality
6.1 Except as provided in Section 6.2, the parties agree and undertake to maintain strict confidentiality regarding all terms of this Agreement and matters related to this share transfer.
6.2 If Party B or the Target Company is required to disclose the terms of this Agreement or related information in order to comply with applicable laws, regulations, SEC and Nasdaq rules, or the requirements of regulatory authorities, auditors, attorneys, or other authorized bodies, Party A agrees to cooperate by providing accurate and complete information and making such disclosures; such disclosures shall not constitute a breach of this Agreement.
6.3 Regardless of the reason for the termination of this Agreement, the provisions of this Article shall remain in full force and effect until the commercial information specified herein becomes publicly available.
Article7: Liability for Breach
7.1 If either Party breaches this Agreement, or breaches any representation or warranty made hereunder, or if any such representation or warranty contains any falsehood or material omission, such act shall be deemed a breach, and the breaching Party shall bear the corresponding liability for breach in accordance with the law.Unless otherwise agreed in this Agreement or otherwise provided by law, if either Party fails to perform its obligations under this Agreement or performs such obligations in a manner inconsistent with the relevant provisions of this Agreement, the non-breaching Party shall have the right to require the breaching Party to continue performance or take remedial measures, and to claim compensation from the breaching Party for the actual losses thereby incurred by the non-breaching Party.
7.2 Party A undertakes that, if Party B suffers any losses, claims, penalties, or additional expenses due to any of the following circumstances, Party A shall be fully liable to Party B for such losses (including, but not limited to, direct losses, indirect losses, attorneys’ fees, audit fees, SEC/Nasdaq investigation costs, fines, disclosure and rectification costs, and loss of goodwill):
(1) The Subject Shares are subject to defects in title, encumbrances, third-party claims, or potential disputes;
(2) Party A or any other designated recipient raises an objection to, revokes, or claims the invalidity of this transfer, the consideration shares, or the related documents;
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(3) The Target Company has material liabilities, guarantees, litigation, or contingent liabilities that have not been disclosed to Party B;
(4) Any patent of the Target Company is subject to defects in title, infringement, invalidity, revocation, or restrictions on rights;
(5) The valuation reports, financial information, or disclosure documents upon which this transaction relies contain false or misleading statements or material omissions;
(6) The Party B is subject to mandatory disclosure, investigation, hearing, corrective action, litigation, or compliance penalties by the SEC or Nasdaq as a result of the foregoing matters.
Party A’s indemnification obligations under Section 7.2 shall continue for thirty-six (36) months from the Closing Date (the “Indemnification Period”). Party B shall submit a written claim for indemnification to Party A prior to the expiration of the Indemnification Period; failure to do so shall terminate Party A’s relevant indemnification obligations; provided, however, that claims for indemnification arising from Party A’s fraudulent acts or willful concealment shall not be subject to the foregoing Indemnification Period.
Article8 Force Majeure
8.1 Force majeure refers to events occurring after the execution of this Agreement that are beyond the control of one or both Parties, unforeseeable, or, although foreseeable, unavoidable, and that result in the inability to perform this Agreement.Force majeure includes, but is not limited to, strikes, labor unrest, explosions, fires, earthquakes, hurricanes, or other natural disasters; war; acts of sabotage; expropriation; confiscation; acts of state authority; changes in law; failure to obtain government approval for relevant matters; or the inability of the parties to continue their cooperation due to relevant mandatory government regulations and requirements; as well as the occurrence of other major or unforeseen events.
8.2 If a Party is affected by a force majeure event, it shall notify the other Party in writing within five (5) days after the occurrence of the event and provide supporting documentation. If the purpose of the Agreement cannot be achieved due to a force majeure event, the Agreement may be terminated upon mutual agreement of both Parties, and neither Party shall bear liability for breach of contract; however, both Parties shall negotiate in good faith and in accordance with the principle of fairness to resolve issues arising from the termination of the Agreement and any outstanding matters thereafter.If the force majeure event persists for more than ninety (90) days, either Party shall have the right to terminate this Agreement by providing written notice to the other Party, without incurring liability for breach of contract.
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Article9 Rescission or Termination of This Agreement
9.1 The parties may rescind this Agreement by mutual agreement.
9.2 Party B shall have the right to unilaterally terminate this Agreement by providing written notice to Party A without incurring any liability for breach of contract if any of the following circumstances occur:
(1) Party A commits a material breach and fails to remedy such breach within fifteen (15) days after receiving written notice from Party B;
(2) Any representation or warranty made by Party A is proven to be false, inaccurate, or incomplete in any material respect;
(3) A material adverse change occurs in the Target Company between the date of execution of this Agreement and the Closing Date;
(4) The conditions precedent listed in Section 3.1 have not been satisfied (or have not been waived in writing by Party B);
(5) Any government authority issues laws, regulations, orders, or rulings that prohibit or substantially restrict the completion of this share transfer.
If this Agreement is terminated pursuant to the circumstances set forth in Section 9.2, Party A shall, within thirty (30) days of receiving Party B’s notice of termination, return all consideration received under this Agreement (including, but not limited to, the consideration shares), and shall cause any other recipient designated by Party A to cooperate in returning, canceling, or reversing the relevant consideration shares;If the relevant consideration shares have been transferred or cannot be returned for any other reason, Party A shall compensate Party B based on the fair value corresponding to such shares and shall compensate Party B for all losses suffered as a result.
9.3 The termination or cancellation of this Agreement shall not affect the right of the non-breaching party to seek remedies against the breaching party for breach of contract.
Article10 Governing Law and Dispute Resolution
10.1 This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.
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10.2 Any dispute, controversy, difference, or claim arising out of or in connection with this Agreement, including the existence, validity, interpretation, performance, breach, or termination of this Agreement, or any non-contractual dispute arising out of or in connection with this Agreement, shall be submitted to institutional arbitration administered by the Hong Kong International Arbitration Centre and shall be finally resolved in accordance with the “Hong Kong International Arbitration Centre Institutional Arbitration Rules” in effect at the time the notice of arbitration is filed.The arbitral tribunal shall consist of three (3) arbitrators, and the language of the arbitration shall be Chinese.
10.3 During the dispute resolution process, the other provisions of this Agreement shall remain in full force and effect, except for the matters in dispute.
Article11 Miscellaneous Provisions
11.1 This Agreement shall become effective upon signature by both Party A and Party B.
11.2 This Agreement is executed in five (5) original copies, with each party holding two (2) copies and the Target Company retaining one (1) copy; each copy shall have equal legal effect.
(No text follows)
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(No text on this page; this is the signature page of the “Share Transfer Agreement”)
| Party A (Signature): | /s/ Lu<br> Shanshan | |
|---|---|---|
| Party B: Universe Pharmaceuticals INC (Seal) | ||
| --- | --- | --- |
| Authorized Representative (Signature): | /s/ Gang Lai | |
| Title: Chief<br> Executive Officer | ||
| Acknowledging Party: | ||
| Target Company: Best Praise International<br> Limited (Seal) | ||
| Authorized Representative (Signature): | /s/ Lu Shanshan | |
| Title: | ||
| Date of Signing: June 17, 2026 |
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Appendix1: Details of Patents Held by the Target Company
| No. | PatentTitle | PatentNumber | ApplicationDate | PatentStatus |
|---|---|---|---|---|
| 1 | Application<br>of Triterpenes with a Unique Seven-Membered Ring Structure in the Preparation of Drugs for the Prevention and Treatment of Nerve Damage | ZL202010420373.X | May<br>18, 2020 | Patent<br>in Force |
| 2 | A<br>Method for Preparing a Drug-Loaded Hydrogel Comprising Gold/Graphene Quantum Dots/Mercaptopropionic Acid/Polyethyleneimine for Drug Sustained-Release | ZL202010102226.8 | February<br> 19, 2020 | Patent<br> in force |
| 3 | Tyrosinase<br> Inhibitors and Their Application in the Development of Drugs for the Treatment of Melanoma | ZL202211330973.2 | October<br> 27, 2022 | Patent<br>in force |
| 4 | A<br> Class of Pleuromutilin Cinnamate Ester Compounds with Antibacterial Activity Against Drug-Resistant Bacteria, and Their Preparation<br> Methods and Applications | ZL202111479806.X | December<br>6, 2021 | Patent<br>in force |
| 5 | Apparatus<br> for Extracting Anthocyanins from Red Elephant Grass and Method for Extracting Anthocyanins Using the Apparatus | ZL202110657426.4 | June<br>12, 2021 | Patent<br>in force |
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Exhibit 99.1
Universe Pharmaceuticals INC Announces StrategicAcquisition 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