大自然药业美股招股说明书(2024-12-09版)

388,000 Ordinary Shares18,362,000 Pre-funded Warrants to Purchase 18,362,000 Ordinary Shares (and up to 18,362,000Ordinary Shares issuable upon the exercise of Pre-funded Warrants)and18,750,000 Common Warrants to Purchase 18,750,000 Ordinary Shares (and up to 18,750,000Ordinary Shares issuable upon the exercise of Common Warrants) Universe Pharmaceuticals INC Pursuantto this prospectus supplement and the accompanying prospectus,UniversePharmaceuticals INC (the “Company,” “we,” “our” and “us”) is offering (i) 388,000 ordinary shares, parvalue US$0.28125 per share (the “ordinary shares”), to certain institutional investors (the “Purchasers”);(ii) 18,362,000 pre-funded warrants (the “pre-funded warrants” and each a “pre-funded warrant”) topurchase 18,362,000 ordinary shares, each exercisable at an exercise price of $0.001 per share, to thePurchasers. The pre-funded warrants will be immediately exercisable and may be exercised at any timeuntil all of the pre-funded warrants are exercised in full; and (iii) 18,750,000 common warrants (the“common warrants” and each a “common warrant”) to purchase 18,750,000 ordinary shares, eachexercisable at an exercise price of $0.80 per share, to the Purchasers. The common warrants will beimmediately exercisable and expire five years after the initial date of issuance. Each ordinary share and oneaccompanying common warrant is offered at a combined offering price of US$0.80 per share, and each pre-funded warrant and one accompanying common warrant is offered at a combined offering price of $0.799,which equals the price per ordinary share and one accompanying common warrant being sold to the publicin this offering, minus $0.001. Our ordinary shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol“UPC.” On December 6, 2024, the last reported sale price of our ordinary shares on Nasdaq was US$3.39per share. We have retained Univest Securities, LLC as our exclusive placement agent in connection withthis offering. The placement agent is not purchasing or selling any of the securities offered pursuant to thisprospectus supplement and the accompanying prospectus. See “Plan of Distribution” beginning on page S-28 of this prospectus supplement for more information regarding these arrangements. We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, asamended, and, as such, will be subject to reduced public company reporting requirements. The aggregate market value of our outstanding ordinary shares held by non-affiliates, or publicfloat, as of August 9, 2024, was approximately US$83.46 million, which was calculated based on23,645,974 ordinary shares of par value $0.01875 each held by non-affiliates as of August 9, 2024 and aper share price of US$3.8698, which was the closing price of our ordinary shares on Nasdaq on August 9,2024. The number of shares held by non-affiliates and the closing price of our ordinary shares did not takeinto account the Company’s share consolidation at a ratio of 15-to-1, effective at 5:00 p.m. Cayman Islandstime on November 12, 2024 and reflected on Nasdaq beginning on November 18, 2024. Since theaggregate value of our outstanding ordinary shares held by non-affiliates exceeded $75,000,000 as ofAugust 9, 2024, the one-third limitation on sales pursuant to General Instruction I.B.5(a) of Form F-3 doesnot apply to us until the filing date of our next annual report on Form 20-F. During the 12 calendar monthsprior to and including the date of this prospectus supplement, we have not sold any securities pursuant toGeneral Instruction I.B.5 of Form F-3. This prospectus supplement refers to (i) Universe Pharmaceuticals INC, the Cayman Islandsholding company, as “we”, “our”, “us”, or the “Company”, (ii) the Company’s subsidiaries, as “oursubsidiaries,” (iii) Jiangxi Universe Pharmaceuticals Co., Ltd., the Company’s indirect wholly ownedsubsidiary in China (“Jiangxi Universe”) and its subsidiaries, which are domiciled in China and conductingbusiness operations in China, as our or the “PRC operating entities.” The Company does not conduct anyoperations. We are a Cayman Islands holding company with no operations of our own and not a PRCoperating company. Our operations are conducted in China by the PRC operating entities. Investors in oursecurities are not purchasing equity interests in our subsidiaries but instead are purchasing equity interestsin the ultimate Cayman Islands holding company. Therefore, you will not directly hold any equity interestsin our operating companies. The Chinese regulatory authorities could disallow this structure, which wouldlikely result in a material change in our operations and/or a material change in the value of the securities weare registering for sale, including that it could cause the value of such securities to significantly decline orbecome worthless. For risks facing our Company as a result of our organizational structure and doingbusiness in China, see “Item 3. Key Infor