UPC News & Events

Universe Pharmaceuticals announced that the company has entered into a share purchase agreement to acquire 100% of the issued shares of Best Praise International Limited, a company that holds five patents in China with potential applications in pharmaceutical development, for a total purchase price of $10.751M, 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. 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.

Universe Pharmaceuticals has entered into a definitive agreement with several investors for the purchase and sale of an aggregate of 18,750,000 of the Company's ordinary share, par value $0.28125 per share at a purchase price of $0.80 per share in a registered direct offering. The purchase price for the pre-funded warrants is identical to the purchase price for Shares, less the exercise price of $0.001 per share. The Company also agreed to issue to the same investors warrants to purchase up to 18,750,000 ordinary shares at an exercise price of $0.80 per share. The Warrants will have a 5-year term from the date of issuance. The aggregate gross proceeds to the Company of this offering are expected to be approximately $15 million. The transaction is expected to close on or about December 10, 2024, subject to the satisfaction of customary closing conditions. Univest Securities is acting as the sole placement agent.

Universe Pharmaceuticals announced that the Company received a written notification from the Nasdaq Stock Market LLC on October 25, 2024, notifying the Company that it is not in compliance with the minimum bid price requirement set forth in the Nasdaq Listing Rules for continued listing on the Nasdaq. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company's ordinary shares for the 30 consecutive business days from September 13, 2024 to October 24, 2024, the Company no longer meets the minimum bid price requirement. The Notification Letter does not impact the Company's listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until April 23, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company's ordinary shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by April 23, 2025, the Company may be eligible for additional time to regain compliance or may face delisting.