Exhibit 99.1
UNIVERSE PHARMACEUTICALS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except share and per share data)
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Short-term investments | ||||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Advance to suppliers | ||||||||
| Other receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Property, plant and equipment, net | ||||||||
| Prepayments made to a related party for purchase of property | ||||||||
| Prepayments for construction in progress | ||||||||
| Intangible assets, net | ||||||||
| Investment in equity securities | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Short-term bank loans | $ | $ | ||||||
| Current portion of long-term bank loans | ||||||||
| Accounts payable | ||||||||
| Contract liabilities | ||||||||
| Taxes payable | ||||||||
| Due to related parties | ||||||||
| Other payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| Long-term bank loans | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Class A ordinary shares, $ |
||||||||
| Class B ordinary shares, $ |
||||||||
| Additional paid in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-1
UNIVERSE PHARMACEUTICALS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
(In U.S. dollars, except share and per share data)
| For the Six Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue and related tax | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling expenses | ||||||||
| General and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Other income (expense), net | ( | ) | ||||||
| Total other expense, net | ( | ) | ( | ) | ||||
| Loss before income tax expense | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustment | ( | ) | ||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share - Basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding used in calculating basic and diluted loss per share | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
(UNAUDITED)
(In U.S. dollars, except share and per share data)
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | |||||||||||||||||||||||||||
| Ordinary Share | Paid in | Statutory | Accumulated | Comprehensive | ||||||||||||||||||||||||
| Shares | Amount | Capital | Reserve | Deficit | Loss | Total | ||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||||||||||||||
| Reverse share-split adjustment | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| Ordinary Share | Additional Paid in | Statutory | Accumulated | Accumulated Other Comprehensive | ||||||||||||||||||||||||
| Shares * | Amount | Capital | Reserve | Deficit | Loss | Total | ||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
| The effect of adoption dual-class chare structure | - | ( | ) | |||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
UNIVERSE PHARMACEUTICALS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In U.S. dollars, except share and per share data)
| For the Six Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Advance to suppliers, net | ( | ) | ||||||
| Other receivable | ( | ) | ||||||
| Prepaid expenses and other current assets | ||||||||
| Accounts payable | ||||||||
| Taxes payable | ( | ) | ( | ) | ||||
| Other payable | ||||||||
| Accrued expenses and other current liabilities | ( | ) | ||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ||||
| Prepayments for construction in progress | ( | ) | ||||||
| Purchase of intangible asset | ( | ) | ( | ) | ||||
| Purchase of short-term investments | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from issuance of ordinary shares | ||||||||
| Proceeds from bank loans | ||||||||
| Repayment of bank loans | ( | ) | ( | ) | ||||
| Proceeds from related party borrowings | ||||||||
| Repayment of related party borrowings | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Effect of changes of foreign exchange rates on cash | ( | ) | ||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income tax | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
UNIVERSE PHARMACEUTICALS INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
Universe Pharmaceuticals INC (“Universe
INC” or the “Company”) was incorporated under the laws of the Cayman Islands on
Universe INC owns
Jiangxi Universe Pharmaceuticals Technology Co., Ltd. (“Universe Technology”) was formed on April 8, 2019, as a wholly foreign-owned enterprise (“WFOE”) in the People’s Republic of China (the “PRC” or “China”).
Universe INC, Universe HK and Universe Technology are currently not engaging in any active business operations and are merely acting as holding companies.
Jiangxi Universe Pharmaceuticals Co., Ltd. (“Jiangxi
Universe”) was incorporated on
Reorganization
A reorganization of the Company’s legal
structure (the “Reorganization”) was completed on December 11, 2019. The Reorganization involved the incorporation of Universe
INC and Universe Technology, and the transfer of
The Reorganization has been accounted for as a recapitalization among entities under common control, since the same controlling shareholders controlled all these entities before and after the Reorganization. Results of operations for the periods presented eliminate the effects of intra-entity transactions.
On March 25, 2021, the Company closed its initial
public offering (the “IPO”) of
On May 12, 2021, through the Company’s PRC subsidiary, Jiangxi Universe, the Company established an indirect wholly controlled subsidiary, Guangzhou Universe Hanhe Medical Research Co., Ltd. (“Universe Hanhe”) in Guangzhou City, China, for the business purpose of conducting research and development of new pharmaceutical products in order to diversify the Company’s product offerings. As of September 30, 2025 and as of the date of this report, Universe Hanhe has no active business operations.
On July 3, 2023, the Company held an annual general meeting of shareholders at which shareholders, among other things, resolved:
| (a) | with immediate effect, to increase the Company’s authorized share capital from US$ |
| (b) | that, conditional upon the approval of the board of directors of the Company in its sole discretion, with effect as of the date the board of directors of the Company may determine, the authorized, issued and outstanding shares of the Company be consolidated by consolidating each 10 shares of the Company, or such lesser whole share amount as the board of directors may determine in its sole discretion, such amount not to be less than 2, into 1 share of the Company, with such consolidated shares having the same rights and being subject to the same restrictions (save as to nominal value) as the then existing shares of par value US$ |
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| (c) | that, upon the effectiveness of the 2023 Share Consolidation, the Company adopt amended and restated articles of association, in substantially the form set out in Annex B in the proxy statement dated May 24, 2023, in substitution for and to the exclusion of, the memorandum of association of the Company in effect immediately prior to effectiveness of the Share Consolidation. |
The board of directors
of the Company resolved to effect the 2023 Share Consolidation on July 27, 2023 with the authorized, issued and outstanding shares to
be consolidated on a six (6) for one (1) ratio, which had the effect of reducing the number of: (a) authorized ordinary shares from
On July 15, 2024, the Company closed its self-underwritten
public offering of
On September 27, 2024, the Company held an annual general meeting of shareholders at which shareholders, among other things, resolved:
| (a) | with immediate effect, to increase the Company’s authorized share capital from US$ |
| (b) | that, subject to and immediately following the Authorized Share Capital Increase being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Authorized Share Capital Increase; and |
| (c) | that, conditional upon the approval of the board of directors of the Company in its sole discretion, with effect as of the date the board of directors of the Company may determine, the authorized, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated by consolidating each 15 Shares of the Company, or such lesser whole share amount as the Company’s board of directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “2024 Share Consolidation”). |
On November 12, 2024,
the Company effected a share consolidation of
On March 24, 2025, the Company effected a share
consolidation of
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On September 3, 2025, the Company held an annual general meeting of shareholders at which shareholders, resolved as a special resolution that, subject to and conditional upon, amongst other things: (i) approval from the Grand Court of the Cayman Islands (the “Court”) of the Capital Reduction (as defined below); (ii) registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction and the minute approved by the Court containing the particulars required under the Companies Act (Revised) (the “Act”) in respect of the Capital Reduction and compliance with any conditions the Court may impose; (iii) compliance with the relevant procedures and requirements under the applicable laws of the Cayman Islands to effect the Capital Reduction; and (iv) obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reduction, with effect from the date on which these conditions are fulfilled:
| a) | the par value of each issued Ordinary Share of par value US$ |
| b) | the credit arising from the Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the board of directors of the Company may deem fit and as permitted under the Act, the amended and restated memorandum of association adopted by special resolution passed on 1 March 2025 and unanimous written director resolutions passed on 20 February 2025 and made effective on 17 March 2025 (the “Existing Memorandum”), the second amended and restated articles of association of the Company adopted by special resolution passed on 23 September 2022 (the “Existing Articles”), and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time; |
| c) | immediately following the Capital Reduction, pursuant to section 13 of the Act and article 8.1(d) of the Existing Articles, each of the authorized but unissued Ordinary Shares of par value US$ |
| d) | immediately following the Capital Reduction and the Sub-division, the authorized share capital of the Company be altered by the cancellation of: (i) the |
from US$
to US$
(the “Capital Alteration”);
| e) | immediately following the Capital Alteration: |
| a. | the authorized and issued share capital of the Company be divided into two separate classes as follows: |
| i. | US$ |
| ii. | US$ |
it being noted that the terms of, and
rights attaching to the New Share Classes will be materially identical to the existing ordinary shares of par value US$
| b. | the issued shares in the Company outstanding following the Capital Alteration be re-designated, as follows: |
| i. | the |
F-7
| ii. | the |
| iii. | the |
| iv. | the |
| v. | the |
(steps (a) to (e) (inclusive) above shall be collectively referred to as the “Capital Reorganization”),
| f) | any one or more of the directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are in connection with and/or ancillary to the Capital Reorganization and any of the foregoing steps and of administrative nature, on behalf of the Company, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoing arrangements for the Capital Reorganization and (where applicable) to aggregate all fractional Class A Ordinary Shares and/or Class B Ordinary Shares and sell them for the benefit of the Company.” |
On February 13, 2026, the dual-class share structure
became effective on the Nasdaq Capital Market, and the Company’s authorized share capital was changed to US$
Details of the subsidiaries of the Company as of March 31, 2026 are set out below:
| Date of | Place of | % of | ||||||
| Name of Entity | Incorporation | Incorporation | Ownership | Principal Activities | ||||
| Universe INC | Parent, | |||||||
| Universe HK | ||||||||
| Universe Technology | ||||||||
| Jiangxi Universe | ||||||||
| Universe Trade | ||||||||
| Universe Hanhe |
The Company, through its wholly-owned subsidiaries, is primarily engaged in the development, manufacturing and sale of traditional Chinese medicines derivatives (“TCMD”) products targeted to the elderly to address their physical conditions in the aging process and to promote their general well-being. In addition, the Company also sells biochemical drugs, medical instruments, traditional Chinese medicine pieces products and dietary supplements (collectively, “third-party products”). All of these TCMD and third-party products are currently sold to customers including pharmaceutical companies, hospitals, clinics and drugstore chains throughout China.
F-8
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the year ended September 30, 2025 included in the Form 20-F filed on January 28, 2026. Operating results for the six months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2026. All inter-company balances and transactions are eliminated upon consolidation.
Uses of estimates
In preparing the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the unaudited condensed consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the impairment assessment of receivables, the realizability of advance to suppliers, inventory valuations, useful lives of property, plant and equipment and intangible assets, impairment assessment of long-lived assets, and realization of deferred tax assets. Changes in accounting estimate are accounted for in the period of change and prospective periods. Actual results could differ from those estimates.
Risks and Uncertainties
The business operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.
The development and commercialization of new pharmaceutical products is highly competitive, and the industry currently is characterized by rapidly changing technologies, significant competition and a strong emphasis on intellectual property. The Company may face competition with respect to its current and future pharmaceutical product candidates from major pharmaceutical companies in China.
The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.
Cash
Cash includes currency on hand and deposits held
by banks that can be added or withdrawn without limitation. The Company maintains most of its bank accounts in the PRC. Cash maintained
in banks within the PRC of less than RMB
F-9
Accounts receivable, net
Accounts receivable are recorded at the gross billing amount less an allowance for any uncollectible accounts due from the customers. Accounts receivable do not bear interest.
Effective October 1, 2022, the Company adopted Accounting Standards Update (“ASU”) No.2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred-loss impairment model with an expected-loss methodology, which will result in more timely recognition of credit losses. Upon adoption, the Company replaced the incurred-loss impairment model with a forward-looking current expected credit losses (CECL) model in place of the incurred-loss methodology for financial instruments measured at amortized cost and receivables resulting from the application of ASC 606, including contract assets.
The Company maintains an allowance for credit losses and records the allowance for credit losses as an offset to accounts receivable. Estimated credit losses charged to the allowance are classified as “General and administrative expenses” in the unaudited condensed consolidated statements of operations and comprehensive loss. The Company assesses collectability by reviewing accounts receivable on an aging schedule basis, as accounts receivable primarily consist of receivables arising from sales of TCMD products and third-party products. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from its customers. Delinquent account balances are written off against the allowance for expected credit losses after management has determined that the likelihood of collection is not probable.
The allowance for uncollectible balances amounted
to $
Inventories, net
Inventories are stated at lower of cost or net
realizable value. Cost is determined using weighted average method. Inventories primarily consist of raw materials and finished goods.
Inventory costs include the purchase price and other expenditures that are directly attributable to bringing the inventories to their
present location and condition. Net realizable value is the estimated selling price in the normal course of business less any costs to
complete and sell products. The Company evaluates inventories on a quarterly basis for its net realizable value adjustments, and reduces
the carrying value of those inventories that are obsolete or in excess of the forecasted usage to their estimated net realizable value
based on various factors including aging, expiration dates, as applicable, taking into consideration historical and expected future product
sales. The Company recorded inventory reserve of $
Advances to suppliers, net
Advances to suppliers represent prepayments made to ensure continuous high-quality supplies and favorable purchase prices of raw materials. These advances are directly related to the purchases of raw materials used to fulfill sales orders. The Company is required from time to time to make cash advances when placing its purchase orders. These advances are settled upon suppliers delivering raw materials to the Company when the transfer of ownership occurs. The Company reviews its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance. As of March 31, 2026 and September 30, 2025, the Company recorded no allowance for credit loss, as the Company believed that all advances to suppliers were fully realizable.
Fair value of financial instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 — | inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
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| ● | Level 2 — | inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level 3 — | inputs to the valuation methodology are unobservable. |
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future cash flow amounts discounted at market interest rates to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, short-term investment, accounts receivable, inventories, accounts payable, short-term bank loans, accrued expenses and other current liabilities and due to related parties, approximate the fair value of the respective assets and liabilities as of March 31, 2026 based upon the short-term nature of the assets and liabilities. The Company’s investment in equity securities is accounted for using the measurement alternative in accordance with Accounting Standards Codification (“ASC”) 321, “Investments—Equity Securities” (“ASC 321”), which also approximates its recorded value. The carrying amount of long-term bank loan approximates its fair value as the loan is priced at market interest rate.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is provided using the straight-line method over their expected useful lives, as follows:
| Categories | Useful life | |
| Buildings | ||
| Machinery and equipment | ||
| Automobiles | ||
| Office and electric equipment |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of operations and comprehensive loss in other income or expenses.
The Company reviews the carrying value of property, plant and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment expenses for property, plant and equipment were recorded in operating expenses for the six months ended March 31, 2026 and 2025.
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Intangible Assets
Intangible assets consist primarily of land use
rights, trademarks and software. Under PRC law, all land in the PRC is owned by the government and cannot be sold to an individual or
company. The government grants individuals and companies the right to use parcels of land for specified periods of time.
| Categories | Useful life | |
| Land use rights | ||
| Trademark | ||
| Software |
The Company reviews the carrying value of intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment of land use rights was deemed necessary for the six months ended March 31, 2026 and 2025.
Construction-in-Progress (“CIP”)
CIP represents property and buildings under construction and consists of construction expenditures, equipment procurement, and other direct costs attributable to the construction. CIP is not depreciated. Upon completion and when ready for its intended use, CIP is reclassified to the appropriate category within property, plant and equipment.
Impairment of Long-Lived Assets
Long-lived assets with finite lives, primarily
property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If the estimated undiscounted cash flows from the use of the asset and its
eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair
value. The Company recognized an impairment loss of $
Investments in Equity Securities
The Company accounts for its equity investments
in accordance with ASC 321. In accordance with ASC 321, equity investments in which the Company has no significant influence (generally
less than a
From March 2009 to September 2017, the Company
invested approximately $
The Company initially recorded the investments
at historical cost and subsequently records any dividends received from the net accumulated earnings of the investee as income. As of
March 31, 2026 and September 30, 2025, the Company’s investment in JX RCB Bank amounted to $
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The investments in equity securities are evaluated for impairment when facts or circumstances indicate that the fair value of the investments is less than their carrying value. An impairment is recognized when a decline in fair value is determined to be other-than-temporary. The Company reviews several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to: (i) the nature of the investment; (ii) the cause and duration of the impairment; (iii) the extent to which fair value is less than cost; (iv) the financial condition and near-term prospects of the investments; and (v) the ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. There was no impairment of the Company’s investments in equity securities as of March 31, 2026 and September 30, 2025.
Revenue Recognition
To determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
Revenue from sales of TCMD products and third-party products is recognized when the products are delivered to customers. Each customer order is distinct and separately identifiable from other customer orders, constituting a single performance obligation to deliver the ordered product in exchange for consideration. The transaction price is fixed at contract inception and is not subject to rebates, returns or other variable consideration. As each customer order includes only one performance obligation and no variable consideration, no allocation of the transaction price is required. The Company recognizes revenue at a point in time when the control of the products sold has been transferred to customers. The transfer of control is considered complete when the products have been accepted and received by customers. The Company offers credit sales to customers with a credit period of 90 days.
Revenue is presented on a gross basis, as the Company acts as the principal in each transaction. This conclusion is based on the following considerations: (i) the Company is primarily responsible for fulfilling the promise to deliver the product to the customer and is the primary contact for customer issues; (ii) the Company bears the inventory risk; and (iii) the Company has pricing discretion and bears market risk.
Disaggregation of Revenues
The Company disaggregates its revenue from contracts
with customers by source of products, as the Company believes such disaggregation best depicts how the nature, amount, timing and uncertainty
of the revenue and cash flows are affected by economic factors.
| For the Six Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue from sales of self-manufactured TCMD products | $ | $ | ||||||
| Revenue from sales of third-party products | ||||||||
| Total revenue | $ | $ | ||||||
Cost of Revenue
Cost of revenue consists primarily of the costs of raw materials, freight charges, direct labor, depreciation of buildings and machinery, warehousing and overhead associated with the manufacturing process.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and benefits paid to administrative personnel, office supplies and utility expenses, depreciation of office equipment, consulting fees, and other miscellaneous administrative expenses.
F-13
Research and Development Expenses
The Company expenses all internal research and
development costs as incurred, which primarily comprise employee costs, internal and external costs related to the execution of studies,
manufacturing costs, facility costs of the research center, and depreciation and amortization of intangible assets and property, plant
and equipment used in research and development activities. For the six months ended March 31, 2026 and 2025, total research and development
expenses were approximately $
Shipping and Handling Costs
Shipping and handling costs are expensed as incurred. Inbound shipping and handling costs associated with bringing purchased raw materials and third-party products from suppliers to the Company’s warehouse are included in cost of revenue. Outbound shipping and handling costs associated with shipping and delivering the products to customers are included in selling expenses.
Advertising Expenses
Advertising expenses primarily relate to the promotion
of the Company’s brand name and products through outdoor billboards, social media platforms such as Weibo and WeChat, and television
advertisements. Advertising costs are expensed as incurred or, where deferred, expensed the first time the advertising takes place. Advertising
expenses are included in selling expenses in the unaudited condensed consolidated statements of operations and comprehensive loss. Advertising
expenses amounted to $
Segment Reporting
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company utilizes the management approach to identify its reportable operating segments.
The management approach considers the internal organizational structure and reporting mechanisms employed by the Company’s CODM for operational decision-making and performance evaluation. The Company’s chief executive officer has been designated as the CODM, who reviews and evaluates the consolidated results of operations to determine resource allocation and assess the Company’s overall performance.
Based on this assessment, the Company has concluded that it operates as a reportable operating segment. For management purposes, the Company operates in one business unit based on the products sold, and its sole operating segment is pharmaceutical manufacturing and selling. The CODM monitors the revenue, results of operations, assets and liabilities of its business unit as a whole and regularly reviews its operating results to make decisions about resource allocation. Accordingly, no analysis of segment information other than entity-wide information is presented.
The Company’s long-lived assets are all located in the PRC and substantially all of the monitoring and control activities of its operations are conducted in the PRC. Accordingly, no geographic information is presented.
The significant segment expenses are consistent with those reported in the unaudited condensed consolidated statements of operations and comprehensive loss, including cost of revenue, selling expenses, general and administrative expenses, and research and development expenses. For the significant segment expenses incurred during the six months ended March 31, 2026 and 2025, refer to the unaudited condensed consolidated statements of operations and comprehensive loss.
F-14
Income Taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
An uncertain tax position is recognized only if
it is “more likely than not” that the tax position would be sustained upon examination by the relevant tax authority. The
amount recognized is the largest amount of tax benefit that is greater than
The Company’s operating subsidiaries in China are subject to the income tax laws of the PRC. significant income was generated outside the PRC for the six months ended March 31, 2026 and 2025. As of March 31, 2026 and September 30, 2025, all tax returns of the Company’s PRC subsidiaries remained open for statutory examination by the PRC tax authorities.
Value Added Tax (“VAT”)
Sales revenue represents the invoiced value of
goods, net of VAT. The VAT is based on the gross sales price, and VAT rates range up to
Earnings per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended March 31, 2026 and 2025, there were dilutive shares.
Foreign Currency Translation
The functional currency for Universe INC is the U.S. Dollar (“US$”). Universe HK uses the Hong Kong dollar as its functional currency. However, Universe INC and Universe HK currently serve solely as holding companies and had no active operations as of the date of this report. The Company operates only in the PRC and the Company’s functional currency is the Chinese Yuan (“RMB”). The Company’s unaudited condensed consolidated financial statements have been translated into the reporting currency US$.
Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average rate of exchange during the reporting period. The resulting translation adjustments are reported in other comprehensive income. Gains and losses resulting from the translation of foreign currency transactions and balances are reflected in the results of operations.
F-15
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.
The following table sets forth the currency exchange rates used in preparing the unaudited condensed consolidated financial statements in this report:
| March 31, 2026 | March 31, 2025 | September 30, 2025 | ||||||||||
| Period-end US$: RMB exchange rate | ||||||||||||
| Period-end US$: HK exchange rate | ||||||||||||
| Period average US$: RMB exchange rate | ||||||||||||
| Period average US$: HK exchange rate | ||||||||||||
Comprehensive Income
Comprehensive income consists of two components, net income and other comprehensive income. The foreign currency translation gain resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive income in the unaudited condensed consolidated statements of operations and comprehensive loss.
Statement of Cash Flows
In accordance with ASC 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based on the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.
Employee Defined Contribution Plan
The Company’s subsidiaries in the PRC participate
in a government-mandated multi-employer defined contribution plan pursuant to which pension, work-related injury benefits, maternity insurance,
medical insurance, unemployment benefits, and housing fund are provided to eligible full-time employees. The relevant labor regulations
require the Company’s PRC subsidiaries to pay the local labor and social welfare authorities monthly contributions based on the
applicable benchmarks and rates stipulated by the local government. The contributions to the plan are expensed as incurred. Employee social
security and welfare benefits recognized as expense in the accompanying unaudited condensed consolidated statements of operations and
comprehensive loss amounted to $
Recently Issued Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amended guidance improves the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The amended guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements.
F-16
In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This guidance amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. This update improves the decision usefulness of the financial reporting for acquired financial assets. The amendments require that purchased seasoned loans be accounted for using the gross-up approach, which will enhance comparability and consistency in the accounting for acquired financial assets. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently in the process of evaluating the impact this amended guidance may have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This update improves U.S. GAAP by establishing authoritative guidance on the accounting for government grants received by business entities. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently in the process of evaluating the impact this amended guidance may have on its consolidated financial statements.
In May 2026, the FASB issued ASU 2026-2, Environmental Credits and Environmental Credit Obligations (Topic 818). This Update provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. For public business entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is currently in the process of evaluating the impact this amended guidance may have on its consolidated financial statements.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
NOTE 3 — ACCOUNTS RECEIVABLE, NET
Accounts receivable consists of the following:
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit loss | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The Company’s accounts receivable primarily
include the balance due from customers when the Company’s pharmaceutical products are sold and delivered to customers. As of the
date of this report, approximately
F-17
Allowance for credit loss movement is as follows:
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Reversal of allowance for credit loss | ( | ) | ||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
NOTE 4 — INVENTORIES, NET
Inventories consist of the following:
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Inventories valuation allowance | ( | ) | ( | ) | ||||
| Total inventories, net | $ | $ | ||||||
Inventories valuation allowance movement is as follows:
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
NOTE 5 — ADVANCE TO SUPPLIERS
Advances to suppliers consist of the following:
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Advances to suppliers for purchase of goods | $ | $ | ||||||
| Advances to suppliers | $ | $ | ||||||
Advances to suppliers represent prepayments made to suppliers to ensure continuous high-quality supplies and favorable purchase prices of raw materials.
F-18
NOTE 6 — OTHER RECEIVABLE
Other receivable consists of the following:
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Deposit for acquisition company (1) | $ | $ | ||||||
| Prepaid value added tax | ||||||||
| Prepayment for advertising | ||||||||
| Prepayment for property, plant and equipment | ||||||||
| Prepayment for research and development | ||||||||
| Others | ||||||||
| Total other receivable | $ | $ | ||||||
| (1) |
NOTE 7 — SHORT-TERM INVSTMENTS
The Company’s short-term investments consist
of bonds purchased from Hongkong and Shanghai Banking Corporation Limited (“HSBC”) with a term of three months and a maturity
date of
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Add: purchase bond from HSBC | ||||||||
| Ending balance | $ | $ | ||||||
NOTE 8 — PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net, consists of the following:
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Buildings | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Automobiles | ||||||||
| Office and electric equipment | ||||||||
| Construction-in-progress | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant and equipment, net | $ | $ | ||||||
Construction-in-progress consisted of design fee
for the construction project, which amounted to $
F-19
NOTE 9 — INTANGIBLE ASSETS, NET
Intangible assets, net consist of the following:
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Land use rights | $ | $ | ||||||
| Trademark | ||||||||
| Software | ||||||||
| Total | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
Amortization expense was $
Estimated future amortization expense for intangible assets is as follows:
| Twelve months ending March 31, | Amortization expense |
|||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| $ | ||||
NOTE 10 — PREPAYMENT FOR CONSTRUCTION IN PROGRESS
On June 25, 2021, the Company entered into a construction
contract with a sub-contractor, Jiangxi Chenyuan Construction Project Co., Ltd. (“Chenyuan”), pursuant to which, Chenyuan
was engaged to construct four manufacturing factory buildings and an office building for the Company with a contract sum of RMB
At beginning of the year ended December 31, 2024, due to resurgence of the COVID-19 pandemic, which resulted in lingering logistic disruption, material and labor shortage, and domestic travel restriction, the Company re-estimated that the completion date would be postponed to December 2024. However, during the year 2024, new information was discovered about the topographical and surface structures of the land, which required Chenyuan to re-conduct the geological survey. As a result, the construction progress was further delayed that cause the re-estimated completion date of December 2024 was not met.
In April 2025, Ministry of Emergency Management
of PRC issued Specification for safety management of fine chemical enterprises, pursuant to which, enterprises should not set up employee
dormitories within the factory premises. Because of this new regulation. the Company had to redesign the project, and the expected completion
date of this construction project is further delayed to June 30, 2028. As of March 31, 2026, the Company had made a prepayment of approximately
RMB
F-20
During the year ended September 30, 2022, $
As of March 31, 2026, future additional capital
expenditures on the CIP project are estimated to be approximately RMB
As of March 31, 2026, future minimum capital expenditures on the Company’s CIP project are estimated as follows:
| Twelve months ending March 31, | Capital Expenditure on CIP |
|||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | |
|||
| Total | $ | |||
NOTE 11 — PREPAYMENT FOR PURCHASE OF A PROPERTY
On May 6, 2021, the Company
entered into a real estate property purchase agreement with a third party, Jiangxi Yueshang Investment Co., Ltd. (“Jiangxi Yueshang”),
pursuant to which the Company agreed to purchase a certain residential apartment and commercial office space totaling
As of March 31, 2026,
the Company had made a prepayment of RMB
NOTE 12 — SHORT-TERM BANK LOANS
Short-term bank loans consist of the following:
| As of | ||||||||||
| Note | March 31, 2026 |
September 30, 2025 |
||||||||
| (Unaudited) | ||||||||||
| Short-term bank loans: | ||||||||||
| Jiangxi Luling Rural Commercial Bank (“LRC Bank”) | (1) | $ | |
$ | ||||||
| Bank of Communications Co., Ltd | (2) | |||||||||
| Zhujiang Rural Bank | (3) | |
||||||||
| Beijing Bank | (4) | |||||||||
| Huaxia Bank | (5) | |
||||||||
| Postal Savings Bank of China | (6) | |
||||||||
| Total short-term loans | $ | $ | ||||||||
F-21
| (1) | On March 3, 2025, a subsidiary of the Company, Universe Trade, signed a loan agreement with LRC Bank to borrow RMB
On April 22, 2025, a subsidiary of the Company, Jiangxi Universe, signed a loan agreement with LRC Bank to borrow RMB
On May 16, 2025, a subsidiary of the Company, Universe Trade, signed a loan agreement with LRC Bank to borrow RMB
On February 28, 2026, a subsidiary of the Company, Universe Trade, signed a loan agreement with LRC Bank to borrow RMB |
| (2) |
| (3) |
| (4) |
| (5) |
| (6) |
F-22
NOTE 13 — LONG-TERM BANK LOANS
Long-term bank loans consist of the following:
| As of | ||||||||||
| Note | March 31, 2026 |
September 30, 2025 |
||||||||
| (Unaudited) | ||||||||||
| Long-term bank loans: | ||||||||||
| LRC Bank | (1) | $ | $ | |||||||
| Less: current portion of long-term bank loans | ( |
) | ||||||||
| Non-current portion of long-term bank loans | $ | $ | ||||||||
| (1) | On November 23, 2023, a subsidiary of the Company, Jiangxi Universe, signed a loan agreement with LRC Bank to borrow RMB |
| On November 4, 2025, a subsidiary of the Company, Jiangxi Universe, signed a loan agreement with LRC Bank to borrow RMB |
For the above-mentioned loans, the Company recorded
a total interest expense of $
NOTE 14 — RELATED PARTY TRANSACTIONS
(a) Nature of relationships with related parties
| Name | Relationship with the Company | |
| Mr. Gang Lai | ||
| Ms. Lin Yang |
(b) Due to related parties
| As of | ||||||||
| Name | March 31, 2026 | September 30, 2025 | ||||||
| (Unaudited) | ||||||||
| Mr. Gang Lai | $ | $ | ||||||
| Ms. Lin Yang | ||||||||
| Total due to related parties | $ | $ | ||||||
As of March 31, 2026, the balance due to related parties mainly consisted of advances from Mr. Gang Lai, the Company’s chief executive officer and the chairman of the board of directors for working capital purposes during the Company’s normal course of business, as well as payment of expenses made by Ms. Lin Yang on behalf of the Company. These advances are unsecured, non-interest bearing and due on demand.
F-23
(c) Loan guarantee provided by related parties
In connection with the Company’s bank borrowings from commercial banks in China, Mr. Gang Lai and Ms. Lin Yang signed guarantee agreements with these banks to provide credit guarantee for the Company’s certain loans (see Note 12 and 13).
NOTE 15 — CONCENTRATIONS
A majority of the Company’s revenue and
expense transactions are denominated in RMB, and a significant portion of the Company’s and its subsidiaries’ assets and liabilities
are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required
by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”).
Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory
bodies, which require certain supporting documentation in order to effect the remittance. Each bank account is insured by the PRC government
authority up to a maximum limit of RMB
The Company’s operations are carried out in China. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, as well as by the general state of the PRC’s economy. In addition, the Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other factors.
As of March 31, 2026 and September 30, 2025, $
For the six months ended March 31, 2026 and 2025,
single customer accounted for more than 10% of the Company’s total revenue. The Company’s top 10 customers accounted in
the aggregate for
Sales of one of the Company’s major products,
Guben Yanling Pill, accounted for
As of March 31, 2026 and September 30, 2025, customer accounted for more than 10% of the total accounts receivable balance.
For the six months ended March 31, 2026 and 2025,
one supplier accounted for
As of March 31, 2026 and September 30, 2025, supplier accounted for more than 10% of the total accounts payable balance.
NOTE 16 — SHAREHOLDERS’ EQUITY
Ordinary Shares
Universe INC was incorporated under the laws of
the Cayman Islands on December 11, 2019. The original authorized number of ordinary shares upon incorporation was
F-24
Increased authorized share capital and share consolidation
On July 3, 2023, the Company held an annual general meeting of shareholders at which shareholders, among other things, resolved:
| (a) | with immediate effect, to increase the Company’s authorized share capital from US$ |
| (b) | that, conditional upon the approval of the board of directors of the Company in its sole discretion, with effect as of the date the board of directors of the Company may determine, the authorized, issued and outstanding shares of the Company be consolidated by consolidating each |
| (c) | that, upon the effectiveness of the 2023 Share Consolidation, the Company adopt amended and restated articles of association, in substantially the form set out in Annex B in the proxy statement dated May 24, 2023, in substitution for and to the exclusion of, the memorandum of association of the Company in effect immediately prior to effectiveness of the 2023 Share Consolidation. |
The board of directors of the Company resolved
to effect the 2023 Share Consolidation on July 27, 2023 with the authorized, issued and outstanding shares to be consolidated on a six
(6) for one (1) ratio, which had the effect of reducing the number of: (a) authorized ordinary shares from
On July 15, 2024, the Company closed its self-underwritten
public offering of
On September 27, 2024, the Company held an annual general meeting of shareholders at which shareholders, among other things, resolved:
| (a) | with immediate effect, to increase the Company’s authorized share capital from US$ |
| (b) | that, subject to and immediately following the Authorized Share Capital Increase being effected, the Company adopt an amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Authorized Share Capital Increase; and |
| (c) | that, conditional upon the approval of the board of directors of the Company in its sole discretion, with effect as of the date the board of directors of the Company may determine, the authorized, issued, and outstanding shares of the Company be consolidated by consolidating each |
F-25
On November 12, 2024, the Company effected a share
consolidation of
On March 24, 2025, the Company effected a share
consolidation of
On September 3, 2025, the Company held an annual general meeting of shareholders at which shareholders, resolved as a special resolution that, subject to and conditional upon, amongst other things: (i) approval from the Grand Court of the Cayman Islands (the “Court”) of the Capital Reduction (as defined below); (ii) registration by the Registrar of Companies of the Cayman Islands of the order of the Court confirming the Capital Reduction and the minute approved by the Court containing the particulars required under the Companies Act (Revised) (the “Act”) in respect of the Capital Reduction and compliance with any conditions the Court may impose; (iii) compliance with the relevant procedures and requirements under the applicable laws of the Cayman Islands to effect the Capital Reduction; and (iv) obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reduction, with effect from the date on which these conditions are fulfilled:
| a) | the par value of each issued Ordinary Share of par value US$ |
| b) | the credit arising from the Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the board of directors of the Company may deem fit and as permitted under the Act, the amended and restated memorandum of association adopted by special resolution passed on 1 March 2025 and unanimous written director resolutions passed on 20 February 2025 and made effective on 17 March 2025 (the “Existing Memorandum”), the second amended and restated articles of association of the Company adopted by special resolution passed on 23 September 2022 (the “Existing Articles”), and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time; |
| c) | immediately following the Capital Reduction, pursuant to section 13 of the Act and article 8.1(d) of the Existing Articles, each of the authorized but unissued Ordinary Shares of par value US$ |
| d) | immediately following the Capital Reduction and the Sub-division, the authorized share capital of the Company be altered by the cancellation of: (i) the |
from US$
to US$
(the “Capital Alteration”);
F-26
| e) | immediately following the Capital Alteration: |
| a. | the authorized and issued share capital of the Company be divided into two separate classes as follows: |
| i. | US$ |
| ii. | US$ |
it being noted that the terms of, and
rights attaching to the New Share Classes will be materially identical to the existing ordinary shares of par value US$
| b. | the issued shares in the Company outstanding following the Capital Alteration be re-designated, as follows: |
| i. | the |
| ii. | the |
| iii. | the |
| iv. | the |
| v. | the |
(steps (a) to (e) (inclusive) above shall be collectively referred to as the “Capital Reorganization”),
| f) | any one or more of the directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are in connection with and/or ancillary to the Capital Reorganization and any of the foregoing steps and of administrative nature, on behalf of the Company, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoing arrangements for the Capital Reorganization and (where applicable) to aggregate all fractional Class A Ordinary Shares and/or Class B Ordinary Shares and sell them for the benefit of the Company.” |
On February 13, 2026, the dual-class share structure
became effective on the Nasdaq Capital Market, and the Company’s authorized share capital was changed to US$
As of March 31, 2026,
the Company had a total of
F-27
Underwriter warrants
In connection with the Company’s initial
public offering (the “IPO”), the Company agreed to issue warrants to the underwriter, for a nominal consideration of $
Statutory reserve and restricted net assets
The Company’s PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures, and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China.
The Company is required to make appropriations
to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income
determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory
surplus reserve are required to be at least
Relevant PRC laws and regulations restrict the
Company’s PRC subsidiaries from transferring a portion of their net assets, equivalent to their statutory reserves and their share
capital, to the Company in the form of loans, advances, or cash dividends. Only PRC entities’ accumulated profits may be distributed
as dividends to the Company without the consent of a third party. As of March 31, 2026 and September 30, 2025, the restricted amounts
as determined pursuant to PRC statutory laws totaled $
NOTE 17 — COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. For the six months ended March 31, 2026 and 2025, the Company did not have any material legal claims or litigation that, individually or in aggregate, could have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows.
The Company has an ongoing CIP project associated
with the construction of a new manufacturing facility. As of March 31, 2026, future minimum capital expenditures on the Company’s
CIP project amounted to approximately $
On May 6, 2021, the Company entered into a real
estate property purchase agreement with Jiangxi Yueshang, pursuant to which Jiangxi Yueshang agreed to sell, and the Company agreed to
purchase, certain residential apartments and commercial office space totaling
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NOTE 18 — SUBSEQUENT EVENTS
On April 14, 2026, the
Company adopted its 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”), which provides for the grant of various
equity-based awards with respect to a maximum number of
On May 5, 2026, the compensation
committee of the Company’s Board of Directors (the “Board”) and the Board, as administrator of the 2026 Equity Incentive
Plan, approved the grant of an aggregate of
On June 17, 2026, the
Company entered into a Share Purchase Agreement (the “SPA”) with Ms. Lu Shanshan (“Ms. Lu”), pursuant to which
the Company agreed to acquire
NOTE 19 — FINANCIAL INFORMATION OF THE PARENT COMPANY
Pursuant to the requirements of Rule 12-04(a),
5-04(c) and 4-08(e)(3) of Regulation S-X, the financial information of the parent company shall be filed when the restricted net assets
of consolidated subsidiaries exceed
For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party.
The financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s unaudited condensed consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries. Such investment is presented on the balance sheets as “Investment in subsidiaries” and the respective profit or loss as “Equity in earnings of subsidiaries” on the unaudited condensed ‘consolidated statements of operations and comprehensive loss.
The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the unaudited condensed consolidated financial statements of the Company. Certain information and footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S GAAP have been or omitted.
As of March 31, 2026 and September 30, 2025, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except for those which have been separately disclosed in the unaudited condensed consolidated financial statements, if any.
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UNIVERSE PHARMACEUTICALS INC AND SUBSIDIARIES
PARENT COMPANY BALANCE SHEETS
| As of | ||||||||
| March 31, 2026 | September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Other receivable | - | |||||||
| Due from related parties | ||||||||
| Due from subsidiaries | ||||||||
| Total current assets | ||||||||
| Non-current asset | ||||||||
| Investment in subsidiaries | $ | $ | ||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| * |
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UNIVERSE PHARMACEUTICALS INC AND SUBSIDIARIES
PARENT COMPANY STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| For the Six Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating costs and expenses: | ||||||||
| General and administrative expenses | $ | ( | ) | $ | ( | ) | ||
| Other income (expenses): | ||||||||
| Interest income | ||||||||
| Other expenses | ( | ) | ( | ) | ||||
| Equity in loss of subsidiaries | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Comprehensive loss attributable to the Company | $ | ( | ) | $ | ( | ) | ||
F-31
UNIVERSE PHARMACEUTICALS INC AND SUBSIDIARIES
PARENT COMPANY STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Six Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net cash flows from operating activities: | ||||||||
| Equity in earnings of subsidiary | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Other receivable | ( | ) | ||||||
| Due from related parties | ||||||||
| Due to related parties | ||||||||
| Other payable | ||||||||
| Accrued expense | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Investment in subsidiaries | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Net proceeds from issuance of ordinary shares | ||||||||
| Cash repayment from subsidiaries | ( | ) | ( | ) | ||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| EFFECT OF CHANGES OF FOREIGN EXCHANGE RATES ON CASH | ( | ) | ( | ) | ||||
| CHANGES IN CASH | ( | ) | ||||||
| CASH, beginning of period | ||||||||
| CASH, end of period | $ | $ | ||||||
F-32