424b4 1 ea0208459-424b4_universe.htm prospectus filed pursuant to rule 424(b)(4)registration no. 333-278914 20,000,000 ordinary shares universe pharmaceuticals inc this prospectus relates to the offer and sale of an aggregate of 20,000,000 ordinary shares, par value us$0.01875 per share (the “ordinary shares”), of universe pharmaceuticals inc (the “company”) at an offering price of us$1.25 per share. this is a best efforts self-underwritten public offering. our ordinary shares are listed on the nasdaq capital market, or nasdaq, under the symbol “upc.” on june 21, 2024, the last reported sale price of our ordinary shares on nasdaq was us$2.63 per share. the recent market price used throughout this prospectus may not be indicative of the actual offering price. we expect to close the offering on or about june 28, 2024. this offering will be terminated by september 30, 2024, provided that the closing(s) of the offering for all of the ordinary shares registered hereby have not occurred by such date, and may not be extended. any proceeds from the sale of ordinary shares offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. see “risk factors” in this prospectus and “item 3. key information — d. risk factors” in our most recent annual report on form 20-f for the fiscal year ended september 30, 2023 for more information. this prospectus refers to (i) universe pharmaceuticals inc, the cayman islands holding company, as “we”, “our”, “us”, or the “company”, (ii) the company’s subsidiaries, as “our subsidiaries,” (iii) jiangxi universe pharmaceuticals co., ltd., the company’s indirect wholly owned subsidiary in china (“jiangxi universe”) and its subsidiaries, which are domiciled in china and conducting business operations in china, as our or the “prc operating entities.” the company does not conduct any operations. we are a cayman islands holding company with no operations of our own and not a prc operating company. our operations are conducted in china by the prc operating entities. investors in our securities are not purchasing equity interests in our subsidiaries but instead are purchasing equity interests in the ultimate cayman islands holding company. therefore, you will not directly hold any equity interests in our operating companies. the chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. for risks facing our company as a result of our organizational structure and doing business in china, see “item 3. key information—d. risk factors—risks related to doing business in china” in our most recent annual report on form 20-f for the fiscal year ended september 30, 2023. we directly hold 100% equity interests in our subsidiaries, and we do not currently use a variable interest entity (“vie”) structure. we face legal and operational risks associated with having the majority of our operations in china, which could significantly limit or completely hinder our ability to offer securities to investors and cause the value of our securities to significantly decline or be worthless. the chinese government has significant authority to exert influence on the ability of a china-based company, such as us, to conduct its business. therefore, investors of our company and our business face potential uncertainty from the prc government. changes in china’s economic, political or social conditions or government policies could materially adversely affect our business and results of operations. these risks could result in a material change in our operations and/or the value of our ordinary shares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. in particular, recent statements and regulatory actions by china’s government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, as well as the ability of public company accounting oversight board (the “pcaob”) to inspect our auditors, may impact our company’s ability to conduct our business, accept foreign investments, or be listed on a u.s. or other foreign stock exchange. see “item 3. key information — d. risk factors — ris