United Health Products, Inc. 8-K

What Happened United Health Products, Inc. (UEEC) reported in an 8-K (filed Dec 22, 2025) that on Dec 16, 2025 it entered financing agreements with Alumni Capital LP. The company received $250,000 net proceeds from a senior convertible promissory note (principal $289,821) and also put in place an Any Market Purchase Agreement (AMPA) under which Alumni may buy up to $4,000,000 of common stock over the term. The company issued a five‑year purchase warrant to Alumni as part of the arrangement.

Key Details

• Convertible Note: principal $289,821; net proceeds $250,000; interest 15% per year; maturity/payable on or before Dec 31, 2026; converts into restricted common stock at $0.06/share (subject to adjustments). Note accelerates on an Event of Default. Conversion limited by Alumni to less than 9.99% of outstanding common stock.
• Share reserve and registration: company agreed to reserve the lower of 20,000,000 shares or 150% of the maximum conversion shares and to file a resale registration statement (Form S-1) by Jan 15, 2026.
• AMPA: commitment amount up to $4,000,000; company may request purchases in tranches (typically up to $250,000 per notice) through the earlier of Dec 31, 2027 or full funding; purchase price based on the lower two VWAPs over recent trading days multiplied by 90%.
• Warrant: company issued a five‑year Commitment Warrant to Alumni to buy up to 3,484,321 shares at $0.075/share (subject to adjustments).

Why It Matters These agreements provide near‑term cash ($250k) and a potential additional equity financing source (up to $4M) without an immediate registered public offering. The note carries a high cash interest rate (15%) and includes conversion and warrant features that could dilute existing shareholders if exercised or if the AMPA is used. The registration commitments (S-1 filing by Jan 15, 2026) are intended to enable resale of conversion shares, which affects liquidity and timing of any future share sales. Investors should weigh the company’s increased financing flexibility against the cost of capital and potential dilution.