UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

Core Viewpoint - Universe Pharmaceuticals INC plans to consolidate its shares at a ratio of 40 ordinary shares into one ordinary share, effective March 24, 2025, which aims to enhance the company's share structure and potentially improve its market perception [1][2]. Company Overview - Universe Pharmaceuticals INC is a pharmaceutical producer and distributor based in Ji'an, Jiangxi, China, focusing on traditional Chinese medicine derivatives aimed at the elderly to improve their physical conditions and overall well-being [3]. - The company also distributes biomedical drugs, medical instruments, Traditional Chinese Medicine Pieces, and dietary supplements from third-party manufacturers, with products available in 30 provinces across China [3]. Share Consolidation Details - The share consolidation will convert 40 pre-consolidation ordinary shares into one ordinary share with a new par value of US$11.25, with no fractional shares issued; any fractions will be rounded up [1][2]. - Post-consolidation, the authorized share capital will be US$140,625,000, divided into 11,250,000 ordinary shares and 1,250,000 preferred shares, both with a par value of US$11.25 [2].

Core Points - Universe Pharmaceuticals INC has received a notice from Nasdaq regarding its delinquency in filing the Annual Report on Form 20-F for the fiscal year ended September 30, 2024, which could lead to delisting from Nasdaq [1] - The company is currently before a Hearings Panel for non-compliance with Listing Rule 5550(a)(2) and intends to request a stay of the suspension of its securities before February 26, 2025 [2] - The announcement is made in compliance with Nasdaq Listing Rule 5810(b), which mandates prompt disclosure of deficiency notifications [3] Company Overview - Universe Pharmaceuticals INC is headquartered in Ji'an, Jiangxi, China, and specializes in the production and distribution of traditional Chinese medicine derivatives aimed at improving the health of the elderly [4] - The company also distributes biomedical drugs, medical instruments, Traditional Chinese Medicine Pieces, and dietary supplements from third-party manufacturers, with products sold across 30 provinces in China [4]

Ji’an, Jiangxi, China, Feb. 03, 2025 (GLOBE NEWSWIRE) -- Universe Pharmaceuticals INC (the “Company”) (Nasdaq: UPC), a pharmaceutical producer and distributor in China, today announced that the Company received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) on January 29, 2025, notifying the Company that the Nasdaq staff has determined to delist the Company’s ordinary shares from The Nasdaq Capital Market (the “Delisting Determination”), because the bid price of the Company’s listed securities has clo ...

Jiangxi, China, Dec. 09, 2024 (GLOBE NEWSWIRE) -- Universe Pharmaceuticals INC (Nasdaq: UPC) (“Universe Pharmaceuticals” or the “Company”), a pharmaceutical producer and distributor in China today announced that it 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 (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase price of $0.80 per share in a registered direc ...

Exhibit 99.1 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. UNIVERSE PHARMACEUTICALS INC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS | --- | --- | --- | --- | |----------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|-------|---------------------------| | ASSETS | March 31, 2024 \n(Unaudited) | As | of \nSeptember 30, 2023 | ...

Core Viewpoint - Universe Pharmaceuticals INC reported a significant decline in revenue and increased net loss for the first six months of fiscal year 2024, primarily due to decreased customer demand amid a global economic slowdown. The company is adapting its business strategy by developing online sales channels to drive future growth [2][3][4]. Financial Performance - Total revenues decreased by 30.2% to $12.9 million for the six months ended March 31, 2024, down from $18.5 million in the same period of 2023 [3][5]. - Loss from operations was $1.7 million for the six months ended March 31, 2024, compared to an income from operations of $0.1 million for the same period in 2023 [3][4]. - Net loss increased to $13.1 million for the six months ended March 31, 2024, from a net loss of $0.7 million in the prior year [3][17]. - Loss per share was $3.59 for the six months ended March 31, 2024, compared to a loss per share of $0.20 for the same period in 2023 [3][17]. Revenue Breakdown - Sales of traditional Chinese medicine derivatives (TCMD) products decreased by 26.7% to $6.87 million, with a sales volume decline of 23.4% [7][8]. - Sales of third-party products fell by 33.9% to $6.01 million, with a sales volume decrease of 29.9% [8][9]. Cost and Profitability - Cost of revenues decreased by 22.9% to $9.52 million, attributed to lower sales volume, despite a 10.8% increase in average cost of TCMD products [9][10]. - Gross profit decreased by $2.76 million to $3.37 million, with a gross margin decline to 26.2% from 33.2% [10][11]. Operating Expenses - Selling expenses increased by 74.0% to $4.05 million, primarily due to higher advertising costs [11]. - General and administrative expenses decreased by 29.8% to $0.97 million, mainly due to reduced bad debt expenses [12]. - Research and development expenses plummeted by 96.2% to $86,503, reflecting the completion of prior development activities [13]. Other Income and Losses - Total other expenses netted $10.70 million for the six months ended March 31, 2024, compared to total other income of $0.11 million in the previous year [14][15]. - The company recorded a realized loss on short-term investments of $3.09 million, contrasting with a gain of $0.17 million in the prior year [14]. Cash Flow and Balance Sheet - Net cash used in operating activities was $2.43 million for the six months ended March 31, 2024, compared to cash provided of $4.80 million in the same period of 2023 [19]. - As of March 31, 2024, the company had cash of $8.86 million, an increase from $5.29 million as of September 30, 2023 [18][19]. Subsequent Events - On July 15, 2024, the company closed a public offering of 20 million ordinary shares, raising $25 million before expenses [20].

Group 1 - Universe Pharmaceuticals (UPC) stock experienced a significant rally, closing up 43.9% on Friday, with over 716,000 shares traded, far exceeding its average daily volume of approximately 95,000 shares [1] - The stock is currently down 28.5% as of Tuesday morning, trading at about $1.81 per share, compared to $1.72 per share before the rally [2] - Year-to-date, UPC stock was up 30.9% when markets closed on Friday [2] Group 2 - The volatility in Chinese stocks may have influenced UPC's stock movement, and there are indications that some traders may be engaging in pump and dump strategies [1] - The company's float is approximately 1.55 million shares, which may contribute to the stock's volatility [1]

Company Structure and Operations - The Cayman Islands holding company does not conduct any operations; all operations are carried out by its PRC subsidiaries[14]. - The company is not currently required to file with the CSRC under the new Overseas Listings Rules, but future offerings may trigger filing requirements[17]. - The company operates primarily in the PRC, with most assets located outside the United States, making it difficult for U.S. authorities to enforce actions against its directors or officers[158]. Financial Performance and Cash Flow - The company received cash transfers of $127,827 and $303,746 from its Hong Kong subsidiary for the years ended September 30, 2023, and 2022, respectively[20]. - No cash transfers occurred from the Cayman Islands holding company to its PRC subsidiaries for the years ended September 30, 2021, 2022, and 2023[20]. - The company transferred $6,807,507 from its initial public offering to Jiangxi Universe and its subsidiaries for general corporate purposes in the fiscal year ended September 30, 2021[20]. - PRC regulations restrict the ability of PRC subsidiaries to pay dividends, which may affect the company's cash flow[21]. - Dividends from PRC subsidiaries can only be paid out of accumulated profits and are subject to a withholding tax rate of up to 10%[25]. - The company may face difficulties in obtaining foreign currency for dividend payments due to PRC government controls[24]. - The company does not expect to pay dividends in the foreseeable future, focusing instead on retaining earnings for business development[192]. Regulatory Environment - The PRC government has significant authority to influence the company's operations, which could materially affect its business and securities value[15]. - Regulatory changes in China could impact the company's ability to operate and offer securities, posing a risk to business operations[30]. - The company is subject to evolving regulatory requirements, and failure to comply could adversely affect business prospects[30]. - The approval of the China Securities Regulatory Commission may be required for offerings, with uncertain timelines for obtaining such approvals[114]. - The M&A Rules necessitate CSRC approval for offshore special purpose vehicles seeking public listings through acquisitions of PRC companies, with unclear interpretation and application[115]. - The CSRC issued the Overseas Listing Regulations effective March 31, 2023, requiring companies in mainland China to file with the CSRC within three business days after submitting listing application documents[117]. - The newly enacted PRC Foreign Investment Law may impact the company’s corporate structure and business operations, particularly if its subsidiaries are recognized as "foreign investment enterprises"[172]. Market and Competitive Landscape - The competitive landscape in the Chinese patent medicine industry is intense, with pricing pressures and the risk of competitors developing superior products[40]. - The company faces significant risks related to price increases in raw materials, which could adversely impact financial results[33]. - High-quality materials may be difficult to obtain, potentially increasing production costs and affecting the ability to meet customer demands[34]. - The company must respond effectively to changing consumer preferences to avoid harming customer relationships and product sales[42]. Internal Controls and Compliance - As of September 30, 2023, the company identified material weaknesses in its internal control over financial reporting, primarily due to a lack of qualified accounting staff with knowledge of U.S. GAAP[210]. - The company plans to recruit qualified accounting personnel and implement continuous U.S. GAAP training programs to address identified weaknesses in financial reporting[211]. - The company has not conducted an audit of its internal control over financial reporting, which may lead to inaccuracies in financial statements and regulatory compliance issues[209]. - The company has implemented measures to improve internal control procedures and corporate governance, obtaining board approval for all material business transactions in the fiscal year ended September 30, 2022[52]. Risks and Challenges - The company may face significant expenses and resource diversion due to potential intellectual property infringement claims[71]. - Future acquisitions may pose risks related to integration, unforeseen liabilities, and resource diversion[80]. - The company may face challenges in expanding its distribution network due to competition and the need to manage an increasing customer base[60]. - The ongoing COVID-19 pandemic has led to significant market volatility and a decline in general economic activities in China, affecting the company's business operations[61]. - The company may face challenges in obtaining necessary approvals for capital contributions or loans to PRC subsidiaries, affecting liquidity and expansion[127]. Intellectual Property and Brand Management - The company has 73 patents and 99 trademarks in China, which are critical for its success and protection against competitors[66]. - The inability to maintain or enhance brand image could lead to a decline in customer transactions and adversely affect financial results[41]. - The company has invested substantially in advertising to enhance brand awareness, which may not yield successful results[46]. Labor and Employment - The company is in substantial compliance with labor-related laws and regulations in China, but there is a risk of future noncompliance which could adversely affect business operations[137]. - The company incurred significant costs related to compliance with evolving labor laws and regulations in China[83][84]. - Increased labor costs in China are expected to continue, impacting profitability unless passed on to customers[82]. Currency and Financial Reporting - The company's financial statements are presented in U.S. dollars, while its business is conducted in RMB, exposing it to risks from currency conversion rate fluctuations[165]. - The PRC government imposes controls on the convertibility of RMB into foreign currencies, which may affect the company's ability to remit dividends and its overall financial condition[166]. - Under current regulations, the company can pay dividends in foreign currencies without prior approval from SAFE, but future policies may change this[168]. Audit and Inspection - The PCAOB determined it is unable to inspect or investigate PCAOB-registered public accounting firms in China and Hong Kong due to local authorities' positions[98]. - The auditor, YCM CPA INC., is headquartered in California and is subject to PCAOB inspections, mitigating risks associated with the HFCA Act[102]. - The company has faced challenges in identifying qualified accounting candidates in its primary operating region, prompting a search in other regions of China[211].

Financial Performance - Total revenue for the six months ended March 31, 2023, was $18,467,186, a decrease of 23.5% compared to $24,202,340 for the same period in 2022[4] - Gross profit for the six months ended March 31, 2023, was $6,128,142, down from $13,756,434 in the prior year, reflecting a gross margin decline[4] - The net loss for the six months ended March 31, 2023, was $715,427, contrasting with a net income of $1,731,735 for the same period in 2022[4] - Earnings per share for the six months ended March 31, 2023, was $(0.20), down from $0.48 in the same period of 2022[4] - Net income for the quarter ended March 31, 2023, was a loss of $715,427 compared to a net income of $1,731,735 for the same period in 2022[12] - Net income for the six months ended March 31, 2023, was $(715,427), compared to $1,731,735 for the same period in 2022[141] Expenses and Costs - Operating expenses totaled $5,978,896 for the six months ended March 31, 2023, compared to $11,055,155 in the same period of 2022, indicating a reduction in costs[4] - Total research and development expenses for the six months ended March 31, 2023, were approximately $2,268,335, a significant increase from $144,461 in the same period of 2022[53] - Advertising expenses for the six months ended March 31, 2023, amounted to $1,340,368, compared to $8,219,488 for the same period in 2022, reflecting a decrease in marketing expenditure[55] - The company recorded total interest expense of $90,044 for the six months ended March 31, 2023, compared to $103,765 for the same period in 2022[99] Assets and Liabilities - Total current assets increased to $52,515,213 as of March 31, 2023, from $41,505,680 as of September 30, 2022, representing a growth of 26.5%[2] - Total liabilities increased to $23,241,660 as of March 31, 2023, compared to $13,097,552 as of September 30, 2022, reflecting a rise of 77.5%[2] - Shareholders' equity rose to $47,126,671 as of March 31, 2023, up from $46,442,323 as of September 30, 2022, indicating a slight increase of 1.5%[2] - Cash and short-term investments totaled $26,269,418 as of March 31, 2023, compared to $18,860,052 as of September 30, 2022, reflecting an increase of 39.0%[2] - The company recorded an allowance for uncollectible accounts of $820,177 as of March 31, 2023, up from $791,827 in the previous period[28] - The allowance for doubtful accounts increased to $820,177 as of March 31, 2023, from $791,827 as of September 30, 2022, reflecting a rise of approximately 3.6%[75] Cash Flow - Net cash provided by operating activities was $4,798,702, a decrease from $6,118,203 in the prior year[12] - Net cash used in operating activities was $(116,938) compared to $(358,026) in the previous year[143] - Cash repayment from subsidiaries provided $105,058 in financing activities, down from $299,592 in the prior year[143] - Cash at the end of the period was $12,954,516, down from $14,236,300 at the end of the previous year[12] - Cash at the end of the period decreased to $17,157 from $51,585 a year earlier[143] Revenue Recognition and Sales - The Company recognizes revenue when goods are transferred to customers, with no right of return, ensuring revenue is reported net of all value-added taxes[49] - There were no contract assets or liabilities reported as of March 31, 2023, indicating a straightforward revenue recognition process[50] - Sales of the Guben Yanling Pill represented 30.4% of total revenue for the six months ended March 31, 2023, down from 43.6% in the same period of 2022[109] - Sales of TCMD products manufactured by the Company decreased to $9,374,312, down 38.8% from $15,354,635 in the prior year[126] - Sales of third-party products increased to $9,092,874, up 2.8% from $8,847,705 in the previous year[126] Investments and Acquisitions - The company established a new subsidiary, Guangzhou Universe Hanhe Medical Research Co., Ltd., for R&D of new pharmaceutical products[19] - The prepayment for acquisition of Yunnan Faxi Pharmaceuticals Co., Ltd. is recorded at approximately $3.6 million, with the total acquisition price set at RMB72 million (approximately $10.5 million)[79] - The company has made a prepayment of approximately RMB69.2 million (approximately $10.1 million) for the construction of manufacturing facilities, with completion expected by December 2024[88] - The Company’s investment in Jiangxi Jian Rural Commercial Bank was valued at $728,055 as of March 31, 2023, compared to $702,890 as of September 30, 2022[46] Shareholder Information - A share consolidation of 6 ordinary shares into 1 was completed on July 27, 2023, affecting the company's share capital[20] - The company completed a share consolidation on July 27, 2023, converting six ordinary shares into one ordinary share, resulting in 3,625,000 shares issued and outstanding as of March 31, 2023[113] - The company has not declared or paid dividends during the six months ended March 31, 2023, and may not choose to make additional distributions in the future[116][117] Market and Customer Concentration - One customer accounted for 14.1% of total revenue for the six months ended March 31, 2023, compared to no single customer exceeding 10% in the same period of 2022[108] - As of March 31, 2023, three suppliers accounted for 59.4%, 22.5%, and 12.5% of total advance to supplier balance, indicating a significant concentration risk[109] Foreign Currency and Translation - The company reported a foreign currency translation adjustment of $1,399,775 for the six months ended March 31, 2023, compared to $492,194 in the prior year[4] - The effect of changes in foreign exchange rates on cash was $120, contrasting with $(374) in the previous year[143]