Form SCHEDULE 13D Universe Pharmaceuticals Filed by: Lai Gang
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Universe Pharmaceuticals INC (Name of Issuer) |
Class A ordinary shares, par value US$0.00001 per share (Title of Class of Securities) |
(CUSIP Number) |
GANG LAI 265 Jingjiu Avenue, Jinggangshan Econ. and Tech. Dev. Zone Ji'an, Jiangxi, F4, 343100 86-0796-8403309 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/07/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Sununion Holding Group Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,467.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.55 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amount in rows 8, 10 and 11 represents 3,467 Class A ordinary shares issuable upon the conversion of 3,467 Class B ordinary shares beneficially owned by Mr. Gang Lai through Sununion Holding Group Limited, a business company incorporated in the British Virgin Islands, which is controlled by Mr. Gang Lai.
The beneficial ownership percentage set forth in row 13 is calculated based on 631,761 Class A ordinary shares of the Issuer issued and outstanding as of the date of this filing, plus 3,467 Class A ordinary shares issuable upon the conversion of 3,467 Class B ordinary shares beneficially owned by Mr. Gang Lai through Sununion Holding Group Limited.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Gang Lai | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
87,967.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.58 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The amount in rows 7 and 9 represents 71,890 Class A ordinary shares directly owned by Mr. Gang Lai and 12,610 Class A ordinary shares issuable upon the conversion of 12,610 Class B ordinary shares directly owned by Mr. Gang Lai.
The amount in rows 8 and 10 represents 3,467 Class A ordinary shares issuable upon the conversion of 3,467 Class B ordinary shares beneficially owned by Mr. Gang Lai through Sununion Holding Group Limited, a business company incorporated in the British Virgin Islands, which is controlled by Mr. Gang Lai.
The amount in row 11 represents 71,890 Class A ordinary shares directly owned by Mr. Gang Lai, 12,610 Class A ordinary shares issuable upon the conversion of 12,610 Class B ordinary shares directly owned by Mr. Gang Lai, and 3,467 Class A ordinary shares issuable upon the conversion of 3,467 Class B ordinary shares beneficially owned by Mr. Gang Lai through Sununion Holding Group Limited, a business company incorporated in the British Virgin Islands, which is controlled by Mr. Gang Lai.
The beneficial ownership percentage set forth in row 13 is calculated based on 631,761 Class A ordinary shares of the Issuer issued and outstanding as of the date of this filing, plus 16,077 Class A ordinary shares issuable upon the conversion of 16,077 Class B ordinary shares directly owned by Mr. Gang Lai and beneficially owned by Mr. Gang Lai through Sununion Holding Group Limited.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value US$0.00001 per share |
| (b) | Name of Issuer:
Universe Pharmaceuticals INC |
| (c) | Address of Issuer's Principal Executive Offices:
265 Jingjiu Avenue, Jinggangshan Economic and Technological, Ji'an, Jiangxi,
CHINA
, 343100. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is jointly filed by Sununion Holding Group Limited and Gang Lai. Because Gang Lai is the control person of Sununion Holding Group Limited (with Sununion Holding Group Limited and Gang Lai hereinafter referred to as the "Controlling Persons"), the Controlling Persons may be deemed, pursuant to Rule 13d-3 of the Act, to be the beneficial owners of all of the Class B ordinary shares held by Sununion Holding Group Limited. Each of the persons identified in this Schedule 13D is sometimes referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto as Exhibit 99.1. |
| (b) | The address of the principal business office of Sununion Holding Group Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The address of the principal business office of Gang Lai is 265 Jingjiu Avenue, Jinggangshan Economic and Technological Development Zone, Ji'an, Jiangxi, People's Republic of China 343100. |
| (c) | The principal occupation of Gang Lai is to serve as Chief Executive Officer and Chairman of the Board of Directors of the Issuer. The principal business of Sununion Holding Group Limited is to be a shareholder of the Issuer. |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Sununion Holding Group Limited is organized under the laws of the British Virgin Islands. Gang Lai is a citizen of the People's Republic of China. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On May 7, 2026, the Issuer granted to Gang Lai 71,890 Class A ordinary shares and 12,610 Class B ordinary shares under the Issuer's 2026 Equity Incentive Plan (the "Equity Grant"), in consideration for past services rendered by Gang Lai to the Issuer. The Equity Grant was made pursuant to the terms of an award agreement entered into by and between Gang Lai and the Issuer, dated May 5, 2026 (the "Award Agreement"). No funds were used in connection with the Equity Grant.
In addition, Sununion Holding Group Limited, a business company incorporated in the British Virgin Islands which is owned as to 100% and controlled by Gang Lai, holds 3,467 Class B ordinary shares of the Issuer. | |
| Item 4. | Purpose of Transaction |
Gang Lai serves as Chief Executive Officer and Chairman of the Board of Directors of the Issuer. In such capacities, Gang Lai may engage in communications with the Issuer's Board of Directors, members of management, other shareholders, financial and legal advisers, and other parties regarding the Issuer, including but not limited to the Issuer's operations, governance and control. In addition, in these capacities, he may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as set forth herein, Gang Lai does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. He may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto.
Gang Lai acquired the ordinary shares pursuant to the Equity Grant and intends to maintain his holding in the Issuer on a continuing basis. Nevertheless, he may acquire additional shares of the Issuer or sell or otherwise dispose of any or all of the shares that he beneficially owns. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Sununion Holding Group Limited beneficially owns 3,467 Class B ordinary shares, which represents 0.55% of the Issuer's outstanding Class A ordinary shares as of the date of this filing. Gang Lai, who is the control person of Sununion Holding Group Limited, may be deemed to beneficially own the ordinary shares held by Sununion Holding Group Limited. In addition, Gang Lai directly owns 71,890 Class A ordinary shares and 12,610 Class B ordinary shares. Gang Lai therefore beneficially owns 87,967 ordinary shares (consisting of 71,890 Class A ordinary shares and 16,077 Class B ordinary shares), which represents 13.58% of the Issuer's outstanding Class A ordinary shares as of the date of this filing. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of Class A ordinary shares beneficially owned by each Reporting Person as set forth in this Schedule 13D by (ii) the sum of 631,761 Class A ordinary shares outstanding as of the date of this filing and the number of Class A ordinary shares issuable upon the conversion of any securities convertible into Class A ordinary shares within 60 days from the date of this filing. |
| (b) | Gang Lai has sole voting and sole dispositive power over the 71,890 Class A ordinary shares and 12,610 Class B ordinary shares he directly holds. He has shared voting and shared dispositive power over the 3,467 Class B ordinary shares held through Sununion Holding Group Limited. Sununion Holding Group Limited has shared voting power and shared dispositive power over the 3,467 Class B ordinary shares it directly holds. |
| (c) | To the best knowledge of the Reporting Persons, except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transactions relating to the Class A ordinary shares during the past 60 days. |
| (d) | To the knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Class A ordinary shares. |
| (e) | N.A. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable. Other than the foregoing agreements and arrangements and the Joint Filing Agreement, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1. Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
ATTACHMENTS / EXHIBITS