As filed with the Securities and Exchange Commission on ~~June~~January 2615, ~~2024~~2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNITED HEALTH PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Nevada	3842	84-1517723
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

520 Fellowship Road, Suite #D-406

Mt. Laurel, NJ 08054

(475) 755-1005

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Brian Thom

Chief Executive Officer

520 Fellowship Road, Suite #D-406

Mt. Laurel, NJ 08054

(475) 755-1005

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Gavin Grusd, Esq.

Dominick Ragno, Esq.

Ruskin Moscou Faltischek, P.C.

1425 RXR Plaza

15^thFloor, East Tower

Uniondale, NY 11556

(516) 663-6600

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED ~~JUNE~~JANUARY 2615, ~~2024~~2026

PRELIMINARY PROSPECTUS

UNITED HEALTH PRODUCTS, INC.

1525,~~000~~669,~~000~~ 288 Shares of Common Stock for Resale by the Selling Security Holder

This prospectus relates to the offer and resale of up to 1525,~~000~~669,~~000~~288 shares of our common stock, par value $0.001 per share, that we may issue to Alumni Capital LP (“~~Common Stock~~Alumni”), which is comprised of the following: (i) 15,000,000 shares of common stock that we may sell and issue to ~~White~~Alumni, ~~Lion~~from ~~Capital,~~time ~~LLC~~to time, ~~from~~pursuant ~~and~~to ~~after~~an ~~the~~Any ~~date~~Market ofPurchase ~~this~~Agreement ~~prospectus,~~we ifentered ~~and~~into ~~when~~with weAlumni ~~determine~~on toDecember ~~sell~~16, ~~additional~~2025 (the “AMPA”); (ii) 3,484,321 shares of ~~our~~the Company’s common stock at a price of $0.07462 per share (subject to ~~White~~certain ~~Lion~~adjustments) asissuable ~~Purchase~~upon ~~Notice~~the ~~Shares~~exercise ~~under~~of a Commitment Warrant issued to Alumni in connection with the ~~Common~~AMPA ~~Stock~~(the ~~Purchase~~“Commitment ~~Agreement~~Warrant”); ~~dated~~and ~~September~~(iii) 17, ~~2022~~184,967 asshares ~~amended~~of ~~January~~common ~~25,~~stock ~~2023,~~issuable ~~and~~upon ~~further~~the ~~amended~~conversion ~~June~~of ~~20,~~a senior ~~2024~~convertible orpromissory ~~CSPA~~note in the principal amount of $289,267, ~~between~~at a conversion price of $0.06039 (the ~~Company~~“Convertible ~~and~~Note”), ~~White~~pursuant ~~Lion~~to a Securities Purchase Agreement entered into with Alumni on December 16, 2025 (~~White~~the ~~Lion~~“Securities Purchase Agreement”). Alumni is also sometimes referred to in this prospectus as the selling security holder).

WeAlumni ~~previously~~may, ~~registered~~from ontime ~~Form~~to ~~S-3~~time, ~~Registration~~sell ~~No.~~any ~~333-267310,~~or ~~the~~all ~~resale~~ of upits ~~to 15,000,000~~ shares of ~~the~~our ~~Company’s~~ common stock ~~comprised~~on ofthe ~~(i)~~OTCQB ~~757~~or any other stock exchange,~~576~~ market or trading facility on which the shares of our common stock ~~that~~are wequoted ~~issued~~or totraded, ~~White~~or ~~Lion~~in asprivate ~~Commitment~~transactions. ~~Shares~~These ~~for~~sales ~~making~~may ~~its~~be ~~irrevocable~~at ~~commitment~~fixed toprices, ~~purchase~~prevailing ~~shares~~market prices at the time of ~~our~~sale, ~~common~~at ~~stock~~varying prices, or at ~~our~~negotiated ~~direction~~prices. ~~under~~The ~~the~~selling ~~CSPA,~~security ~~and~~holder ~~(ii)~~will upnot topay ~~14,242,424~~any ~~shares~~offering expenses. We will not receive any proceeds from the sale of ~~our~~the shares of common stock ~~that~~by the selling security holder. However, we may ~~issue~~receive toproceeds ~~White~~from ~~Lion,~~the ~~from~~sale ~~time~~of toshares ~~time~~of our common stock, ~~when~~if any, that we ~~determined~~elect to sell ~~additional~~to ~~shares~~Alumni ofpursuant ~~our~~to ~~common~~the ~~stock~~AMPA, toas ~~White~~well ~~Lion~~ as ~~Purchase~~from ~~Notice~~the ~~Shares~~exercise ~~under~~of ~~CSPA~~the (Commitment Warrant to the ~~“Prior~~extent ~~Registration~~such ~~Statement”).~~warrant ~~The~~is ~~Prior~~exercised ~~Registrations~~for ~~Statement~~cash. ~~was~~For ~~filed~~additional ~~with~~information on the ~~Securities~~possible ~~and~~methods ~~Exchange~~of ~~Commission~~sale onthat ~~September~~may 7,be ~~2022~~used ~~and~~by ~~was~~the ~~declared~~selling ~~effective~~security byholder, you should refer to the ~~SEC~~section onof ~~September~~this ~~19,~~prospectus ~~2022.~~entitled “Plan of Distribution.”

AsAll ofcosts ~~the~~incurred ~~date~~in ofthe ~~this~~registration ~~prospectus, we sold a total~~ of ~~14,240,000~~the shares ofare ~~Common~~being ~~Stock~~borne toby ~~White Lion pursuant to~~ the ~~CSPA,~~Company. ~~which~~Our ~~were~~common ~~registered~~stock ~~for~~is ~~resale~~currently ~~pursuant~~quoted toon the ~~Prior Registration Statement~~OTCQB, inunder ~~exchange for gross proceeds to~~ the ~~Company~~stock ofsymbol ~~approximately $3,000,000, and there remains $7,000,000 worth of shares of our Common Stock available for future sales to White Lion~~“UEEC”. ~~This registration statement on Form S-1 registers an additional 15,000,000 shares of Common Stock for resale pursuant to the CSPA.~~

~~The~~On ~~selling~~January ~~security holder may~~14, ~~from time to time~~2026, ~~sell~~the ~~any~~last orprice ~~all~~per ofshare ~~its~~that ~~shares of~~ our ~~Common~~common ~~Stock on otcmarkets.com or any other~~ stock ~~exchange,~~was ~~market or trading facility on which the shares of our Common Stock are~~ quoted ~~or traded, or in private transactions. These sales may be~~ at ~~fixed~~was ~~prices, prevailing market prices at the time of sale, at varying prices, or at negotiated prices~~$0.0547 ~~The~~per ~~selling security holder will not pay any offering expenses~~share. We will not receive any proceeds from the sale of the shares of Common Stock by the selling security holder. However, we may receive the sale price of the shares we issue to the selling security holder in connection with the CSPA. For additional information on the possible methods of sale that may be used by the selling security holder, you should refer to the section of this prospectus entitled “Plan of Distribution.”

~~All~~Investing ~~costs~~in ~~incurred~~our incommon ~~the~~stock ~~registration~~involves ofa ~~the~~high ~~shares~~degree ~~are~~of ~~being~~risk. ~~borne~~You byshould review carefully the ~~Company. Our~~risks ~~Common~~and ~~Stock~~uncertainties isdescribed ~~currently~~under ~~quoted~~the asheading ~~Pink~~“Risk ~~Current~~Factors” ~~Information~~beginning on ~~the~~page 11 ~~OTCMarkets~~of ~~platform~~this prospectus, and under ~~the~~similar ~~stock~~headings ~~symbol~~in ~~“UEEC”.~~any amendments or supplements to this prospectus.

On June 24, 2024, the last sale price per share of our Common Stock as reported on OTCMarkets.com was $0.153 per share.

Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 12 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , ~~2024~~2026.

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		42
ABOUT THIS PROSPECTUS		53
PROSPECTUS SUMMARY		6
THE OFFERING		1110
RISK FACTORS		1211
USE OF PROCEEDS		18
DETERMINATION OF OFFERING PRICE		19
MARKET PRICE OF AND DIVIDENDS ON COMMON STOCK AND RELATED SHAREHOLDER MATTERS		20
MARKET INFORMATION AND RELATED SHAREHOLDER MATTERS		20
BUSINESS		2322
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		2625
BOARD OF DIRECTORS AND MANAGEMENT		3231
EXECUTIVE COMPENSATION		3534
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		3938
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		4139
SELLING SECURITY HOLDER		4340
PLAN OF DISTRIBUTION		4541
SHARES ELIGIBLE FOR FUTURE SALE		22
DESCRIPTION OF CAPITAL STOCK		43
DESCRIPTION OF CAPITAL STOCK		47
LEGAL MATTERS		45
LEGAL MATTERS		49
EXPERTS		45
EXPERTS		49
WHERE YOU CAN FIND MORE INFORMATION		45
WHERE YOU CAN FIND MORE INFORMATION		49
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		46
FINANCIAL STATEMENTS		F-1

31 Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplement contain certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and similar expressions and variations thereof are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Those statements appear in this prospectus, particularly in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of such statements, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

42 Table of Contents

ABOUT THIS PROSPECTUS

Unless the context indicates otherwise in this prospectus, the terms “UHP,” the “Company,” “we,” “our” or “us” in this prospectus refer to United Health Products, Inc. unless otherwise specified.

This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The prospectus may also add, update or change information contained or incorporated by reference in this prospectus. This prospectus and the documents incorporated by reference into this prospectus, includes all material information relating to the offering of securities under this prospectus. You should carefully read this prospectus, the applicable prospectus supplement, the information and documents incorporated herein by reference and the additional information under the heading “Where You Can Find More Information” before making an investment decision.

You should rely only on the information we have provided or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated herein by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.

Table of Contents

RISK FACTOR SUMMARY

The following is a summary of the principal risks that could adversely affect our business, operations, and financial results. A more thorough discussion of these and other risks are listed under the section entitled “Risk Factors” commencing on page 11.

Risks Relating to this Offering

	·	It is not possible to predict the actual number of shares we will sell to Alumni under the AMPA, or the actual gross proceeds resulting from those sales.

	·	The terms of the AMPA limit the total value of shares we may issue to Alumni, which may limit our ability to utilize the arrangement to enhance our cash resources.

	·	Our management will have broad discretion over the use of the net proceeds from our sale of shares of common stock to Alumni pursuant to the AMPA.

Risks Related to our Business

	·	We have a history of operating losses and we may continue to lose money in the future.

	·	We can provide no assurances that the FDA will approve our Class III application for internal surgical procedures in the U.S. market for our CelluSTAT® product.

	·	No assurances can be given that our plans to penetrate certain market segments will be successful.

	·	We can provide no assurances that ongoing discussions with potential commercial partners and acquirers will result in the occurrence of a specific transaction.

	·	We will need additional financing to execute our business plan and fund operations, which may not be available.

	·	There is no guarantee of market acceptance for our CelluSTAT product.

	·	We may be dependent upon commercial relationships to conduct our operations and implement our strategy.

	·	We could experience difficulties in our supply chain.

	·	We are currently dependent on one hemostatic gauze product to generate income in the future.

	·	Our business may suffer if we do not attract and retain talented personnel.

	·	We may not be able to adequately protect our technologies or intellectual property rights.

	·	We have identified various material weaknesses in our internal control over financial reporting which could affect our ability to timely and accurately report our results of operations and financial condition. These material weaknesses may not have been fully remediated as of the date of this prospectus and we cannot assure you that other material weaknesses will not be identified in the future.

	·	Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. This could make it more difficult for us to raise funds and adversely affect our relationships with creditors, investors and suppliers.

Table of Contents

Risks Related to Government Regulation

	·	We are subject to extensive regulation by the FDA and must comply with the regulations of the FDA (including after the potential receipt of an FDA PMA), as well as state, local and applicable international regulations. Failure to do so could harm our business.

	·	The healthcare industry is subject to extensive government regulation, which can result in increased costs, delays, limits on its operating flexibility and competitive disadvantages.

	·	Failure to comply with laws or government regulations could result in penalties.

General Risk Factors

	·	We are subject to the reporting requirements of the federal securities laws, which can be expensive.

	·	Public company compliance requirements and our current lack of director and officer liability insurance may make it more difficult to attract and retain officers and directors.

	·	There exist risks to stockholders relating to dilution: authorization of additional securities and reduction of percentage share ownership following investment.

	·	Our stock price may be volatile.

	·	We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to changes in the value of our common stock.

	·	There is currently no established market for our common stock, and we cannot ensure that one will ever develop or be sustained.

	·	Our common stock is deemed a “penny stock”, which may make it more difficult for our investors to sell their shares.

	·	Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

Table of Contents

PROSPECTUS SUMMARY

This summary highlights certain information about us and this offering contained elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our securities, you should read the entire prospectus carefully, including “Risk Factors” beginning on page 1211, and the financial statements and related notes and the other information included in this prospectus.

Overview

United Health Products, Inc. develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, ~~HemoStyp~~CelluSTAT® (formerly branded as HemoStyp), is derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. We are in the process of seeking regulatory approval to sell our hemostatic gauze product line into the U.S. Class III ~~and~~human ~~European CE Mark~~ surgical markets.

Developments

~~During~~We ~~2022~~are ~~and~~continuing ~~2023,~~on ~~the~~our ~~Company~~path ~~worked~~ to ~~address~~seek ~~certain~~FDA ~~deficiencies in its~~ Premarket Approval (PMA) ~~application that were identified by the FDA in 2021. These were largely related to the need~~ for ~~standardized procedures for~~ our ~~manufacturing~~CelluSTAT ~~process,~~Hemostatic ~~and~~Gauze ~~quality assurance procedures for finished, customer ready~~ products. ~~We have implemented procedures and Good Manufacturing Practices that are responsive~~ to ~~the~~implement ~~deficiencies~~our ~~identified~~business ~~by the FDA~~strategy.

OnIn March ~~21,~~ 2024, we submitted a full application for Premarket Approval to the FDA. aThe ~~revised~~FDA ~~Premarket~~responded ~~Approval~~in ~~application~~June to2024 ~~market~~with ~~our~~a ~~absorbable~~“Deficiencies ~~hemostatic~~Letter” ~~gauze~~listing approximately 40 specific comments and requests for ~~human~~additional ~~surgical~~information ~~applications~~covering inthe device description, sterility & shelf life, clinical safety & performance testing, and biocompatibility sections of the ~~United~~PMA ~~States~~application. ~~The~~In ~~FDA~~August is2024, ~~currently~~we ~~reviewing~~submitted ~~our~~a ~~application~~Submission ~~and~~Issue ~~there~~Request ~~can~~(SIR) beto nothe ~~assurance~~FDA ~~that~~outlining our ~~PMA~~plan ~~application~~to ~~will~~address beand ~~approved~~respond to the FDA’s comments.

~~Our~~In ~~HemoStyp~~October ~~Gauze~~2024, ~~Products~~the Company and the FDA conducted a virtual meeting to discuss the SIR and the follow-up questions. During the discussion, the Company noted the results of its 2019 clinical trial involving 236 patients (of whom 118 were treated with its hemostatic gauze) that showed statistically superior performance in time to hemostasis using CelluSTAT over Ethicon’s Surgicel Original, the current standard of care. The study results also showed no evidence of heterogeneity of results across procedure categories, surgeons, or clinical sites, indicating both poolability and generalizability of study results. The Company also noted that none of the adverse events that occurred during the study were attributable to its hemostatic gauze product.

~~HemoStyp~~Notwithstanding ~~hemostatic~~the ~~gauze~~safety isrecord ~~a natural substance created~~ from ~~chemically~~the ~~treated~~original ~~cellulose~~clinical ~~derived~~study, ~~from cotton. It is an effective hemostatic agent registered with~~ the FDA ~~for~~requested ~~superficial~~more ~~use~~data ~~under a 510(k) approval obtained in 2012~~ to ~~help~~confirm ~~control~~the ~~bleeding~~safety ~~from open wounds~~ and ~~body~~effectiveness ~~cavities.~~of ~~The~~CelluSTAT ~~HemoStyp~~in ~~hemostatic~~surgical ~~material~~procedures ~~contains~~in ~~no chemical additives, thrombin, collagen or animal-derived products, and is hypoallergenic. When~~ the ~~product~~intestinal ~~comes in contact with blood it expands slightly~~ and ~~quickly~~thoracic ~~converts~~organ tospace, awhere ~~translucent~~organ ~~gel~~movement ~~that~~may ~~subsequently breaks down into glucose and salts. Because of its benign~~ impact ~~on body tissue and~~ the ~~fact~~post ~~that~~operative itstability ~~degrades to non-toxic end products, HemoStyp does not impede the healing~~ of ~~body~~a ~~tissue~~hemostat as compared to certain competing hemostatic products. Laboratory testing has shown HemoStyp to be 100% absorbable in the human body within 24 hours, compared to days or weeks with competing organic regenerated cellulose products. A human trial conducted in 2019 and ~~2020~~where ~~demonstrated~~observation ~~the effectiveness~~ of ~~HemoStyp~~post inoperative ~~vascular,~~rebleeding ~~thoracic~~is ~~and~~more ~~abdominal surgical procedures~~difficult.

~~HemoStyp~~From ~~hemostatic~~September ~~gauze~~23 isthrough aOctober ~~flexible~~4, ~~silk-like~~2024, ~~material~~the ~~that~~FDA isconducted ~~applied~~a byBioresearch ~~placing~~Monitoring ~~the~~Program ~~gauze~~(BIMO) ~~onto~~Inspection ~~the~~of ~~bleeding~~our ~~tissue.~~records ~~The~~and ~~supple~~procedures ~~material~~relating ~~can~~to beour ~~easily~~2019 ~~folded~~clinical ~~and~~study, ~~manipulated~~following aswhich ~~needed~~the toFDA ~~fit~~delivered ~~the~~its ~~size~~Inspectional ofObservations ~~the~~on ~~wound~~Form ~~or incision~~483. InOn ~~surface~~October ~~bleeding~~25, ~~and surgical situations~~2024, ~~the~~we ~~product~~submitted ~~quickly~~our ~~converts~~response to athe ~~translucent~~FDA’s ~~gel~~observations, ~~that~~which ~~allows~~ the ~~physician~~FDA orconsidered ~~surgeon~~in todeveloping ~~monitor~~its report on the ~~coagulation~~BIMO ~~process~~Inspection. ~~The~~On ~~gel~~March ~~maintains~~25, 2025, FDA issued a ~~neutral~~“Warning pHLetter” ~~level~~identifying five violations of required clinical procedures occurred during the 2019 clinical trial citing, ~~which~~among ~~avoids~~other ~~damaging~~matters, the ~~surrounding~~failure ~~tissue~~to seek an Investigational Device Exemption for the study. InOn ~~superficial~~April ~~bleeding~~14, ~~situations~~2025, ~~HemoStyp~~we ~~can~~submitted bea ~~bonded~~response to anFDA ~~adhesive~~that ~~plastic~~addressed ~~bandage~~the orviolations ~~integrated~~through ~~into~~proposed acorrective ~~traditional~~and ~~gauze~~preventative ~~component~~actions (CAPAs). On December 10, 2025, the FDA responded to ~~address~~our Warning Letter response with a ~~broad~~CAPA ~~range~~Assessment ofLetter. ~~needs~~On January 3, ~~including~~2026 ~~traumatic~~we ~~bleeding~~responded ~~injuries~~to this Letter with modifications to existing CAPAs proposal and ~~prolonged~~newly ~~bleeding~~developed ~~following~~CAPAs ~~hemodialysis~~to address the FDA’s feedback.

The timing to resolve the FDA Warning Letter is uncertain and we may not proceed with the clinical study requested by the FDA until its resolution. We have retained a regulatory attorney to support our efforts in this regard and are discussing with the FDA various solutions including, among other options, conducting a new pivotal clinical trial that will yield sufficient data to confirm the safety and effectiveness of our product without reliance on data from the 2019 study. We are also in discussions and negotiation with suitable partners to serve as substitute sponsor for this study while we address and resolve the Warning Letter. Under such an arrangement, the Company would have the exclusive Right of Citation to include results of the study in a revised PMA application.

There can be no assurance that our PMA application will be approved.

Table of Contents

Our CelluSTAT Gauze Products

CelluSTAT Hemostatic Gauze (formerly branded as HemoStyp) is a natural substance created from chemically treated cellulose derived from cotton. It is an effective hemostatic agent registered with the FDA for superficial use under a 510(k) approval obtained in 2012 to help control bleeding from open wounds and body cavities. The CelluSTAT hemostatic material contains no chemical additives, thrombin, collagen or animal-derived products, and is hypoallergenic. When the product comes in contact with blood it expands slightly and quickly converts to a translucent gel that subsequently breaks down into cellulose and salts. Because of its benign impact on body tissue and the fact that it degrades to non-toxic end products, CelluSTAT does not impede the healing of body tissue as compared to certain competing hemostatic products.

CelluSTAT hemostatic gauze is a flexible, silk-like material that is applied by placing the gauze onto the bleeding tissue. The supple material can be easily folded and manipulated as needed to fit the size of the wound or incision. In surface bleeding and surgical situations, the product quickly converts to a translucent gel that allows the physician or surgeon to monitor the coagulation process. The gel maintains a neutral pH level, which avoids damaging the surrounding tissue. In superficial bleeding situations, CelluSTAT can be bonded to an adhesive plastic bandage or integrated into a traditional gauze component to address a broad range of needs, including traumatic bleeding injuries and prolonged bleeding following hemodialysis.

Potential Target Markets

Our ~~HemoStyp~~CelluSTAT material is currently cut to several sizes and configuration and marketed as ~~HemoStyp~~CelluSTAT Gauze. ~~Our~~While we have paused our commercial activities to focus on our Class III PMA application, our potential customer base includes, without limitation, the following:

·	Hospitals and Surgery Centers for all Internal Surgical usage (in the event we obtain FDA Class III approval)
·	Hospitals, Clinics and Physicians for external trauma
·	EMS, Fire Departments and other First Responders
·	Military Medical Care Providers
·	Hemodialysis centers
·	Nursing Homes and Assisted Living Facilities
·	Dental and Oral & Maxillofacial Surgery Offices
·	Veterinary hospitals

Primary Strategy

Our ~~HemoStyp~~CelluSTAT technology received an FDA 510(k) approval in 2012 for use in external or superficial bleeding situations and we believe there is an opportunity for ~~HemoStyp~~CelluSTAT products to address unmet needs in several medical applications that represent attractive commercial opportunities. However, the Class III human surgical markets, both domestic and international, represent the most attractive market for our products due to the smaller number of competitors offering Class III approved hemostatic agents and the resulting premium pricing for products that can meet the demanding requirements of the human surgical environment. We believe that our extensive laboratory testing and our completed human trial indicate that the ~~HemoStyp~~CelluSTAT technology could successfully compete against established Class III market participants, and could gain a significant market share. As described above, we are in the process of seeking FDA pre-market approval for our CelluSTAT product. There can be no assurance that an FDA ~~Premarket Approval (~~PMA) will be granted.

In anticipation of receiving a Class III PMA (which cannot be assured), we are evaluating paths to rapidly develop and grow our revenue and profits in all ~~potential~~target market segments, with the objective of maximizing shareholder value. We do not intend to pursue the full commercialization of our products independently nor to remain an independent company in the long term. Options under consideration include (i) a sale or merger of the Company with an industry leader in the wound care and surgical device sectors, which may include a pre-sale collaboration on commercialization and distribution and (ii) one or more commercial partnerships with established market participants, without any specific, associated sale or merger transaction.

Table of Contents

The Company has been contacted by several medical technology companies that are active in the surgical equipment and hemostatic products sectors, and who have expressed an interest in the Company’s products and business strategy. We continue to evaluate the potential commercial partnerships in anticipation of an FDA decision on our Class III PMA application. No assurances can be given that the Company will identify any commercialization candidate(s) or enter into a transaction.

Manufacturing and Packaging of our Products

The Company’s products will be manufactured to our specifications through a contract manufacturing arrangement with an FDA certified supplier that maintains stringent quality control protocols to assure the uniformity and quality of all of our gauze products. Information on the manufacturing process and our manufacturer’s facility has been submitted as part of our PMA submission. Our gauze products are cut to size, packaged and sterilized by service providers in the United States.

Patents and Trademarks

Our hemostatic gauze technology is protected through patents granted by the U.S. Patent and Trademark Office, which protection currently runs through 2029.

7 Table of Contents

The Company has registered trademarks for the following product formats:

•· BooBoo Strips •· HEMOSTYP •· The Ultimate Bandage •· HemoStrip •· ~~CELLUSTAT~~CelluSTAT ~~(pending)~~· • Nik Fix

Summary of Alumni Transaction

Securities Purchase Agreement - Note and Registration Rights Agreement

On December 16, 2025, the Company entered into the Securities Purchase Agreement with Alumni, pursuant to which Alumni made a loan to the Company, evidenced by the Convertible Note in the principal amount of $289,267. The Company received net proceeds of $250,000 at closing. Pursuant to the terms of the Convertible Note, all accrued and unpaid interest at the rate of 15% per annum and any outstanding principal, subject to adjustment, is required to be paid on or before December 31, 2026. Alumni may convert the outstanding unpaid principal amount of the Convertible Note (along with any interest, penalties, and all other amounts owed under the Convertible Note) into shares of the Company’s common stock at the Conversion Price of $0.06039 per share (subject to certain adjustments upon an Event of Default (as defined in the Convertible Note) or otherwise as set forth in the Convertible Note.

Upon the occurrence and during the continuation of any Event of Default (as defined in the Convertible Note), the Convertible Note shall become immediately due and payable and the Company will be obligated to pay to Alumni, in full satisfaction of its obligations, an amount equal to the then outstanding principal amount of the Convertible Note, plus accrued and unpaid default interest, if any. Pursuant to the terms of the Convertible Note, Alumni has agreed to limit the amount of common stock received to less than 9.99% of the Company’s total then outstanding common stock. The Company agreed to reserve a number of shares of common stock equal to the lower of 20,000,000, or 150% of the maximum number of shares issuable upon conversion of the Convertible Note.

Table of Contents

Any Market Purchase Agreement - Warrant

On December 16, 2025, the Company entered into the AMPA with Alumni, whereby the Company has the right, but not the obligation, to sell to Alumni, and Alumni is obligated to purchase, up to an aggregate of $4,000,000 (the “Commitment Amount”) of shares of the Company’s common stock (the “Shares”), in a series of purchases. The term of the AMPA is through the earlier of (i) December 31, 2027, (ii) the date on which Alumni shall have purchased the Shares pursuant to the AMPA for an aggregate purchase price of the Commitment Amount, and (iii) the date on which the Company’s common stock ceases trading on an Eligible Market (as defined in the AMPA).

During the term of the AMPA, the Company may at its election, by written notice to Alumni (each a “Purchase Notice”), cause Alumni to make a series of purchases of Shares at the lowest two (2) volume-weighted average prices of the Company’s common stock on the principal market for its common stock for the five (5) previous Trading Days (as defined in the AMPA), multiplied by 90%. The Company expects to consider market conditions, the trading price of its common stock, and the availability of other sources of financing when determining whether to make sales under the AMPA.

The number of shares sold pursuant to a Purchase Notice may not exceed an aggregate purchase price of $250,000 (the “Purchase Notice Limitation”), unless the Company and Alumni mutually agree in writing to increase the Purchase Notice Limitation to an amount not to exceed $4,000,000.

The AMPA prohibits the Company from directing Alumni to purchase any shares if those shares, when aggregated with all other shares then beneficially owned by Alumni (as calculated pursuant to Section 13(d) of the Exchange Act would result in Alumni beneficially owning more than 4.99% of the outstanding Common Stock. The beneficial ownership limitation may be increased or decreased to any other percentage not in excess of 9.99% upon mutual written agreement of the Company and Alumni.

In consideration for Alumni’s execution and performance under the AMPA, the Company issued to Alumni a Commitment Warrant, to purchase up to 3,484,321 shares of the Company’s common stock at a price per share of $0.07462 per share for a period of five years, subject to certain adjustments as set forth in the Commitment Warrant.

Corporate Information

United Health Products, Inc. was incorporated under the laws of the State of Nevada on February 5, 1997. Our principal executive office is located at 520 Fellowship Road, Suite #D-406, Mt. Laurel, NJ 08054 and our corporate telephone number is (475) 755-1005. Our website is www.uhpcorp.com. The information contained on, connected to or that can be accessed via our website is not part of this prospectus. We have included our website address in this prospectus as an inactive textual reference only and not as an active hyperlink.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available free of charge through the investor relations page of our internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Summary of Common Stock Purchase Agreement

Pursuant to the CSPA, the Company has the right, but not the obligation, to require White Lion to purchase up to $10,000,000 of the Company’s common stock, subject to certain limitations and conditions set forth in the CSPA. The Company is required to register the resale of the shares issuable to White Lion under the CSPA with the SEC, as a condition to requesting White Lion purchase shares. The Company’s right to sell shares to White Lion commenced on the effective date of the Prior Registration Statement and extended for a period of three years. During this term, the Company may exercise its right to sell shares to White Lion, subject to limitations on the amount of shares that are permitted to be sold with each exercise. Under the CSPA as amended, the purchase price to be paid by White Lion for such shares equals the lower of: (i) 93% of the volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares (or 95% of that volume-weighted average price if the Company’s common stock is trading on a national exchange), or (ii) the closing price of the common stock on the day the Company exercises its right to sell shares, subject to a floor price of $0.25 per share. However, if the Company issues a share price purchase notice at a time that the Company’s common stock is trading below the floor price and White Lion waives the Floor Price condition, the 93% and 95% multiplicands referenced above shall be reduced to 90% and 92%, respectively, for calculation of the purchase price to be paid by White Lion for such shares.

In consideration for White Lion’s commitment to purchase shares under the CSPA when requested, the Company previously issued 757,576 shares to White Lion.

The Company has the right to terminate the CSPA at any time, at no cost or penalty, upon ten days’ prior written notice. Additionally, White Lion has the right to terminate the CSPA in accordance with its terms for certain breaches of the CSPA by the Company, a Company bankruptcy filing, or the Company’s CEO, Principal Financial Officer or Director of Operations terminating their respective employment with the Company.

All other terms, conditions, and provisions of the CSPA, remain in full force and effect.

8 Table of Contents

We previously registered on a Prior Registration Statement on Form S-3 (Registration No. 333-267310), the resale of up to 15,000,000 shares of the Company’s common stock comprised of (i) 757,576 shares of our common stock that we issued to White Lion as Commitment Shares for making its irrevocable commitment to purchase shares of our common stock at our direction under the CSPA, and (ii) up to 14,242,424 shares of our common stock that we may issue to White Lion, from time to time, when we determined to sell additional shares of our common stock to White Lion as Purchase Notice Shares under CSPA. The Prior Registration Statement was filed with the Securities and Exchange Commission on September 7, 2022 and was declared effective by the SEC on September 19, 2022.

As of the date of this prospectus, we sold a total of 14,240,000 shares of Common Stock to White Lion pursuant to the CSPA, which were registered for resale pursuant to the Prior Registration Statement, in exchange for gross proceeds to the Company of approximately $3,000,000, and there remains $7,000,000 worth of shares of our Common Stock available for future sales to White Lion. The registration statement on Form S-1 of which this prospectus is a part registers an additional 15,000,000 shares of Common Stock for resale pursuant to the CSPA.

Summary Risk Factors

An investment in the common stock offered under this prospectus is highly speculative and involves substantial risk. Please carefully consider the “Risk Factors” section on page 12 and other information in this prospectus for a discussion of risks. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations. Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

RISKS RELATING TO OUR COMMON STOCK AND THIS OFFERING

· The market price of our stock has been and may continue to be highly volatile. · The low trading volume of our common stock may adversely affect the price of our shares and their liquidity. · We may in the future seek to raise funds through equity offerings, which could have a dilutive effect on our common stock. · There exist risks to stockholders relating to dilution: authorization of additional securities and reduction of percentage share ownership following investment. · Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock. · We do not intend to pay any cash dividends on our common stock in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the fair market value and trading price of our common stock. · There is currently no established market for our common stock, and we cannot ensure that one will ever develop or be sustained. · Our common stock is deemed a “penny stock”, which may make it more difficult for our investors to sell their shares.

RISKS RELATED TO OUR BUSINESS

· We have a history of operating losses and we may continue to lose money in the future. · We can provide no assurances that our Class III application for internal surgical procedures in the U.S. market will be approved by the FDA. · No assurances can be given that our plans to penetrate certain market segments will be successful.

Table of Contents

· We can provide no assurances that ongoing discussions with potential commercial partners and acquirers will result in the occurrence of a specific transaction. · We will need additional financing to execute our business plan and fund operations, which may not be available. · No guarantee of market acceptance. · We may be dependent upon commercial relationships to conduct our operations and implement our strategy. · We could experience difficulties in our supply chain. · We are currently dependent on one hemostatic gauze product to generate income in the future. · Our business may suffer if we do not attract and retain talented personnel. · We may not be able to adequately protect our technologies or intellectual property rights. · We have identified various material weaknesses in our internal control over financial reporting which could affect our ability to timely and accurately report our results of operations and financial condition. These material weaknesses may not have been fully remediated as of the date of this prospectus and we cannot assure you that other material weaknesses will not be identified in the future. · Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. This could make it more difficult for us to raise funds and adversely affect our relationships with creditors, investors and suppliers. · The healthcare industry is subject to extensive government regulation, which can result in increased costs, delays, limits on its operating flexibility and competitive disadvantages. · Failure to comply with laws or government regulations could result in penalties.

GENERAL RISK FACTORS

· We are subject to the reporting requirements of the federal securities laws, which can be expensive. · Public company compliance requirements may make it more difficult to attract and retain officers and directors. · Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

10 Table of Contents

THE OFFERING

This prospectus relates to the offer and resale of up to 1525,~~000~~669,~~000~~288 shares of our common stock, par value $0.001 per share~~, purchased by White Lion pursuant to the CSPA, between the Company and White Lion~~. All of the shares, when sold, will be sold by ~~this~~the selling security holder. The selling security holder may sell ~~their~~its shares of common stock from time to time at fixed prices, prevailing market prices at the time of sale, at varying prices, or at negotiated prices. We will not receive any proceeds from the sale of ~~the~~ shares of our common stock by the selling security holder. However, we may receive proceeds from the sale ~~price~~of shares of ~~the~~our ~~shares~~common stock, if any, that we ~~issue~~elect to sell to the selling security holder inpursuant ~~connection~~to ~~with~~the AMPA, as well as from the ~~CSPA.~~exercise of the Commitment Warrant to the extent such warrant is exercised for cash.

Issuer:		United Health Products, Inc.
Shares offered by the selling security holder		Up to an aggregate of 25,669,288 shares of our common stock, which consists of the following: (i) 15,000,000 shares of common stock that we may sell and issue to Alumni from time to time pursuant to the AMPA; (ii) the 3,484,321 shares of our common stock issuable upon the exercise of the Commitment Warrant; and (iii) 7,184,967 shares of common stock issuable upon the conversion of the Convertible Note.
Shares to be Issued:		Up to 15,000,000 shares of our common stock, par value $0.001 per share, we may issue to White Lion, from time to time, if and when we determine to sell such shares of our common stock to White Lion pursuant to the CSPA
Common stock outstanding prior to this offering		258,690,253 shares of common stock.
Common Stock Outstanding before Offering (as of June 24, 2024):		248,233,222 shares of Common Stock, assuming none of the 15,000,000 shares are sold to the selling security holder pursuant to the CSPA.
Common stock to be outstanding after this offering		284,359,541 shares of common stock (assuming the issuance of the maximum number of shares of common stock that may be issued pursuant to the AMPA, upon the exercise of the Commitment Warrant, and upon the conversion of the Convertible Note, and assuming no other issuances of shares of common stock).
Common Stock Outstanding after Offering:		263,233,222 shares of Common Stock, assuming all 15,000,000 shares are sold to the selling security holder pursuant to the CSPA.
Use of proceeds		The selling security holder will receive all of the proceeds from the sale of the shares of our common stock offered for resale under this prospectus. We will not receive any proceeds from the resale of the shares by the selling security holders. We may receive proceeds from sales of shares of our common stock, if any, that we elect to sell to Alumni pursuant to the AMPA, as well as from the exercise of the Commitment Warrant, to the extent such warrant is exercised for cash. We cannot predict the number or value of any shares that we may sell to Alumni under the AMPA, or if, when, or in what amounts the Commitment Warrant may be exercised. The Commitment Warrant may expire unexercised or may be exercised on a cashless basis, in which event we would not receive any cash proceeds. See “Use of Proceeds.”
Risk factors		Investment in our securities involves a high degree of risk and could result in a loss of your entire investment. You should read the “Risk Factors” section of this prospectus beginning on page 11 and the other information included or incorporated by reference into this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities.
Market symbol and trading		Our common stock is quoted on the OTCQB under the ticker symbol “UEEC.”

Use of proceeds:		We will not receive any proceeds from the sale of the 15,000,000 shares of common stock subject to resale by the selling security holder under this prospectus. However, we may receive the sale price of the shares we issue to the selling security holder in connection with the CSPA. See “Use of Proceeds.”
Risk factors:		See “Risk Factors” beginning on page 12 of this prospectus for a discussion of some of the factors you should carefully consider before deciding to invest in our common stock.
Trading Market:		Our common stock is currently quoted as Pink Current Information on the OTCMarkets platform, under the stock symbol “UEEC”.
Transfer Agent and Registrar:		Pacific Stock Transfer Company is the registrar and transfer agent for our shares of common stock.
Ownership Limits:		Purchases of our common stock by the selling security holder will be limited under the CSPA to the extent that the selling security holder together with its affiliates and attribution parties, may not beneficially own a number of shares of our common stock which would exceed 4.99% of our then outstanding shares of common stock following such purchase.
Dividend policy:		We do not anticipate declaring or paying any cash dividends on our common stock which may be resold by White Lion pursuant to this prospectus.

Table of Contents

11 Table of Contents

RISK FACTORS

This prospectus contains forward-looking statements that involve risks and uncertainties. Our business, operating results, financial performance, and share price may be materially adversely affected by a number of factors, including but not limited to the following risk factors, any one of which could cause actual results to vary materially from anticipated results or from those expressed in any forward-looking statements made by us in this prospectus or in other reports, press releases or other statements issued from time to time. Additional factors that may cause such a difference are set forth elsewhere in this prospectus. Forward-looking statements speak only as of the date of this prospectus. We do not undertake any obligation to publicly update any forward-looking statements.

RISKS RELATING TO ~~OUR COMMON STOCK AND~~ THIS OFFERING

~~The~~It ~~market~~is ~~price~~not ofpossible ~~our~~to ~~stock~~predict ~~has~~the ~~been~~actual ~~and~~number ~~may~~of ~~continue~~shares we will sell to beAlumni ~~highly~~under ~~volatile~~the AMPA, or the actual gross proceeds resulting from those sales.

~~Our~~Alumni has committed to purchase up to $4.0 million of shares of our common stock, issubject ~~currently~~to ~~quoted~~certain aslimitations ~~Pink~~and ~~Current~~conditions ~~Information~~set onforth in the ~~OTCMarkets~~AMPA. ~~platform,~~The shares of our common stock that may be issued under the ~~stock~~AMPA ~~symbol~~may ~~“UEEC”~~be sold by us to Alumni at our discretion from time to time throughout the term of the agreement. ~~The~~We ~~market~~generally ~~price~~have the right to control the timing and amount of any sales of our shares of common stock ~~has~~to ~~been~~Alumni ~~and~~under ~~may~~the ~~continue~~AMPA. toSales beof ~~highly~~our ~~volatile~~common stock, if any, to Alumni under the AMPA will depend upon market conditions and ~~announcements~~other byfactors usto orbe determined by ~~third~~us. ~~parties~~We may ~~have~~ultimately adecide ~~significant~~to ~~impact~~sell onto Alumni all, some or none of the shares of our common stock ~~price.~~that ~~These~~may ~~announcements~~be ~~may~~available ~~include:~~for us to sell to Alumni pursuant to the AMPA.

·Because ~~our~~the ~~operating~~per ~~results~~share ~~falling~~purchase ~~below~~price ~~the~~that ~~expectations~~Alumni ofwill ~~public~~pay ~~market~~for ~~analysts~~shares ~~and~~of ~~investors;~~our ·common ~~developments~~stock in ~~our~~any ~~relationships~~transaction ~~with~~that orwe ~~developments~~may ~~affecting~~elect ~~our~~to ~~customers~~effect orpursuant ~~suppliers;~~to ·the ~~negative~~AMPA ~~regulatory~~will ~~action~~be orequal ~~regulatory~~to ~~non-approval~~the ~~with~~lowest ~~respect~~two tovolume weighted average prices of our ~~products;~~common ·stock ~~government~~during ~~regulation~~the five business days, ~~governmental~~multiplied ~~investigations~~by 90%, oras ~~audits~~of ~~related~~the todate usof orthis prospectus, it is not possible for us to ~~our~~predict ~~products;~~the ·number ~~developments~~of ~~related~~shares of common stock that we will sell to ~~our~~Alumni ~~patents~~under orthe ~~other~~AMPA, ~~proprietary~~the ~~rights~~purchase orprice ~~those~~per ofshare ~~our~~that ~~competitors;~~Alumni ~~and~~will ·pay ~~changes~~for insuch shares, or the ~~position~~aggregate ofgross ~~securities~~proceeds ~~analysts~~that ~~with~~we ~~respect~~will toreceive ~~our~~from ~~stock~~such purchases.

The ~~stock~~terms ~~market~~of ~~has~~the ~~from~~AMPA ~~time~~limit tothe ~~time~~amount ~~experienced~~of ~~extreme~~shares ~~price~~we ~~and~~may ~~volume~~issue ~~fluctuations,~~to ~~which have particularly affected~~ the ~~market prices for the medical technology sector companies~~Alumni, ~~and~~ which ~~have~~may ~~often~~limit ~~been~~our ~~unrelated~~ability to ~~their~~utilize ~~operating performance. These broad market fluctuations may adversely affect~~ the ~~market~~arrangement ~~price~~to ofenhance our ~~common~~cash ~~stock~~resources.

InThe ~~addition,~~AMPA ~~future~~includes ~~sales~~restrictions byon ~~existing~~our ~~stockholders,~~ability orto ~~any~~sell ~~new~~shares ~~stockholders~~of ~~receiving~~ our ~~shares~~common instock ~~any~~to ~~financing~~Alumni, ~~transaction~~including ~~may~~if ~~lower~~a ~~the~~sale ~~price~~would ofcause ~~our~~Alumni ~~common~~to ~~stock,~~beneficially ~~which~~own ~~could~~more ~~result~~than in4.99% ~~losses~~(or up to ~~our stockholders~~9.99% ~~Future~~by ~~sales~~mutual agreement of ~~substantial~~the ~~amounts~~Company and Alumni) of ~~common~~our ~~stock~~issued inand ~~the~~outstanding ~~public~~shares ~~market,~~of orcommon ~~the~~stock, ~~possibility~~subject ofto ~~such~~possible ~~sales~~adjustment. ~~occurring~~Accordingly, ~~could~~we ~~adversely~~cannot ~~affect~~guarantee ~~prevailing~~that ~~market~~we ~~prices~~will ~~for~~be ~~our~~able ~~common~~to ~~stock~~sell orthe ~~our~~full ~~future~~number ~~ability~~of toshares ~~raise~~that ~~capital~~Alumni ~~through~~has ancommitted ~~offering~~to ofpurchase, ~~equity~~if ~~securities~~any. ~~Substantially~~If ~~all~~we ofcannot ~~our~~sell ~~common~~the ~~stock~~full isamount ~~freely~~of ~~tradable~~shares inthat ~~the~~Alumni ~~public~~has ~~market~~committed ~~without~~to ~~restriction~~purchase under the ~~Securities~~AMPA ~~Act,~~because ~~unless~~of these ~~shares~~limitations, ~~are~~we ~~held~~may bybe ~~our~~required ~~“affiliates”,~~to asutilize ~~that~~more ~~term~~costly isand ~~defined~~time-consuming inmeans ~~Rule~~of ~~144~~accessing ~~under~~ the ~~Securities~~capital ~~Act~~markets, which could materially adversely affect our liquidity and cash position.

~~The~~Our ~~low~~management ~~trading~~will ~~volume~~have ofbroad ~~our~~discretion ~~common~~over ~~stock~~the ~~may~~use ~~adversely~~of ~~affect~~ the ~~price~~net ofproceeds from our sale of shares ~~and~~of ~~their~~common ~~liquidity~~stock to Alumni pursuant to the AMPA.

~~Our~~We are not selling any shares of our common stock ~~has~~under ~~generally~~this ~~experienced~~prospectus ~~low~~and ~~trading~~will ~~volume~~not receive any of the proceeds from the sale of shares of our common stock by the selling security holder. ~~Limited~~However, ~~trading~~we ~~volume~~will ~~may~~receive ~~subject~~proceeds from the sales, if any, of shares of our common stock to ~~greater~~Alumni ~~price~~under ~~volatility~~the ~~and~~AMPA. ~~may~~Our ~~make~~management itwill ~~difficult~~have ~~for~~broad ~~investors~~discretion as to ~~sell~~the use of the net proceeds from our sale of shares of common stock to Alumni pursuant to the AMPA and we could use such proceeds for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a ~~price~~way that isdoes ~~attractive~~not yield a favorable, or any, return for us. The failure of our management to ~~them~~use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

We11 ~~may~~Table inof ~~the future seek to raise funds through equity offerings, which could have a dilutive effect on our common stock.~~Contents

In the future we may determine to raise capital through offerings of our common stock, securities convertible into our common stock or rights to acquire these securities or our common stock. The result of sales of such securities, the exercise of any warrants issued in connection with any such offering or the triggering of anti-dilution provisions in such securities would ultimately be dilutive to our common stock by increasing the number of shares outstanding. We cannot predict the effect this dilution may have on the price of our common stock. In addition, we may in the future issue shares of preferred stock which may have rights which are senior or superior to those of the common stock, such as rights relating to voting, the payment of dividends, redemption or liquidation.

12 Table of Contents

There exist risks to stockholders relating to dilution: authorization of additional securities and reduction of percentage share ownership following investment.

To the extent that additional shares of common stock are issued, our existing stockholders would experience dilution of their respective ownership interests in the Company. Additionally, if the Company issues a substantial number of shares of common stock in connection with or following an investment, a change in control of the Company may occur which may affect, among other things, the Company’s ability to utilize net operating loss carry forwards, if any. Furthermore, the issuance of a substantial number of shares of common stock may adversely affect prevailing market prices for our common stock and could impair the Company’s ability to raise additional capital through the sale of its equity securities. The Company has in the past and may in the future compensate certain consultants and other service providers using our shares of common stock, which would result in further dilution for our existing stockholders.

Sales of a significant number of shares of our common stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.

Sales of a substantial number of shares of our common stock in the public markets could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We cannot predict the effect that future sales of our common stock would have on the market price of our common stock.

We do not intend to pay any cash dividends on our common stock in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the fair market value and trading price of our common stock.

At present time, we intend to use available funds to finance our operations. Accordingly, we have no present intention of paying any cash dividends on our common stock in the foreseeable future. Therefore, any return on your investment in our common stock must come from increases in the fair market value and trading price of our common stock (if any).

There is currently no established market for our common stock, and we cannot ensure that one will ever develop or be sustained.

The Company’s common stock is currently quoted as Pink Current Information on the OTCMarkets platform. Management considers the market for our common stock to be limited. We can provide no assurances that an established trading market for our common stock will exist in the future.

Our common stock is deemed a “penny stock”, which may make it more difficult for our investors to sell their shares.

Our common stock is subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934, as amended. The penny stock rules apply to companies whose common stock is not listed on a national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. Inasmuch as our securities are subject to the penny stock rules, investors may find it more difficult to dispose of our securities.

RISKS RELATED TO OUR BUSINESS

We have a history of operating losses and we may continue to lose money in the future.

~~For~~We have a history of operating losses and we may continue to lose money in the ~~three~~future. ~~months~~For the years ended ~~March~~December 31, 2024 and 2023, the Company had a net loss of $~~451~~2,~~938~~001,733 asand ~~compared to net loss of~~ $12,~~142~~623,~~706~~267, ~~for~~respectively. ~~the~~For ~~comparable period of~~ the ~~prior~~three ~~year.~~and ~~For~~nine ~~the~~months ~~years~~ ended ~~December~~September 3130, ~~2023 and 2022~~2025, the Company had a net loss of $285,594 and 2,~~623~~132,~~267~~440, ~~and~~respectively, as compared to net loss of $303,662 and 1,~~687~~187,~~501,~~621 ~~respectively~~for the comparable periods of the prior year. We may continue to lose money in the future, and we will rely on financing to fund our business strategy for the foreseeable future as discussed in the Risk Factor “We will need additional financing to execute our business plan and fund operations, which may not be available”.

13We ~~Table~~can ofprovide ~~Contents~~no assurances that the FDA will approve our Class III application for internal surgical procedures in the U.S. market for our CelluSTAT® product.

We ~~can~~are ~~provide~~reliant noon ~~assurances~~receiving ~~that~~Premarket ~~our~~Approval ~~Class~~(PMA) ~~III~~from ~~application~~the FDA for ~~internal~~our CelluSTAT product in order to implement our primary business strategy of targeting the human surgical ~~procedures~~market. If we do not obtain a PMA for our CelluSTAT product, we will have to materially change our strategy, which we cannot assure we would be successful in doing. We filed a PMA application with the UFDA in 2024.S The FDA notified us of certain deficiencies in our application which we continue to address. ~~market~~In ~~will~~March 2025, following a BIMO inspection of our 2019 clinical study the FDA issued a Warning Letter describing five regulatory violations during the study which we must address and resolve prior to submitting a revised PMA application. We cannot be ~~approved~~assured bythat our CelluSTAT product will meet the FDA requirements for Premarket Approval or that we will ever receive the requisite PMA to be able to commercialize our CelluSTAT product in the U.S. human surgical market.

During 2022 and 2023, the Company worked to address certain deficiencies in its Premarket Approval (PMA) application that were identified by the FDA in 2021. These were largely related to the need for standardized procedures for our manufacturing process, and quality assurance procedures for finished, customer ready products. We have implemented procedures and Good Manufacturing Practices that are responsive to the deficiencies identified by the FDA.

On March 21, 2024, we submitted to the FDA a revised Premarket Approval application to market our absorbable hemostatic gauze for human surgical applications in the United States. The FDA is currently reviewing our application and there can be no assurance that our PMA application will be approved.

No assurances can be given that our plans to penetrate certain market segments will be successful.

We continue to believe that the Class III surgical markets, both domestic and international, represent the most attractive market for our products due to the limited competition from other Class III approved Regenerated Cellulose hemostatic products and the resulting premium pricing for hemostatic agents that can meet the demanding requirements of the human surgical environment. As of the ~~filing~~ date of this prospectus, the FDA review process is ongoing and we ~~are~~intend ~~preparing~~ to ~~submit~~seek ~~an application for~~ CE Mark approval in order to access the European and other markets. In the event we receive Class III and CE Mark approvals, which cannot be assured, we are evaluating the best paths to grow our revenue and profits in all potential markets, which could include one or more commercial partnerships and licensing agreements with established market participants or an acquisition/merger agreement with any such participants, each as an alternative to raising the necessary capital to establish and grow our own marketing and distribution capabilities ~~via organic growth~~. We will carefully evaluate the returns on investment tofrom ~~create shareholder value~~ of each of these strategies to maximize shareholder value. No assurances can be given that our plans to penetrate all market segments or be acquired/merged with an established market participant will be successful on terms satisfactory to us, if at all.

We can provide no assurances that ongoing discussions with potential commercial partners and acquirers will result in the occurrence of a specific transaction.

The Company has been contacted by several medical technology companies that are active in the surgical equipment and hemostatic products sectors, and who have expressed an interest in the Company’s products and business strategy. In response to these inbound contacts, and to maximize shareholder value, the Company continues to consider a range of strategic alternatives, which include, without limitation, entering into one or more commercial and distribution partnerships, a sale of the Company or a standalone growth plan. There can be no assurances that any specific transaction will occur as a result of these discussions. No assurances can be given that the Company will identify a suitable acquisition or commercialization partnership candidate(s) or complete any transaction on terms that are in the best interests of shareholders.

We will need additional financing to execute our business plan and fund operations, which may not be available.

We currently have a working capital deficit, minimal cash and limited sales of our products. As a result of the Company’s financial position, we may not be able to execute our current business plan and fund business operations long enough to achieve profitability. Our ultimate success will depend upon our ability to raise additional capital. There can be no assurance that additional funds will be available when needed from any source or, if available, will be on terms that are acceptable to us.

We12 ~~plan~~Table to pursue required additional capital through various means, including commercial collaborations and debt or equity financings. Future financings through equity investments are likely to be dilutive to existing shareholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities. The issuances of incentive awards under existing and future employee incentive plans, may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital raising and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our financial condition.Contents

14We ~~Table~~will pursue required additional capital through various means, including commercial collaborations and debt or equity financings. Future financings through equity investments are likely to be dilutive to existing shareholders. Also, the terms of ~~Contents~~securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities. The issuances of incentive awards under existing and future employee incentive plans, may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital raising and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such factors as capital markets disruptions, both generally and specifically relating to the healthcare industry, and events that have a negative impact on existing and potential investors or funding sources. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs we may be required to cease operations.

NoThere is no guarantee of market acceptance for our CelluSTAT product.

Our success is dependent on market acceptance of our hemostatic gauze products. We cannot be certain that healthcare professionals and purchasing decision makers will conclude that our products offer a superior performance or value proposition, in any or all of the target markets we have identified, or that we will attain the level of market acceptance necessary to generate adequate revenues to cover our business costs and generate a return for investors.

We may be dependent upon commercial relationships to conduct our operations and implement our strategy.

Our proposed strategy includes the use of distribution and commercial partnerships to market and sell our hemostatic gauze products. We currently do not have any such commercial relationships. We may not be able to establish these relationships, or if established, we may not be able to maintain them. In addition, the dynamics of our relationships with strategic partners may require us to incur expenses or undertake activities we would not otherwise be inclined to in order to fulfill our obligations to these partners or maintain our relationships. If these relationships are not established or maintained, our business prospects may be limited, which could diminish our ability to conduct our operations. We can provide no assurances that distribution agreements will be entered into on terms satisfactory to us, if at all, or that our operations will be profitable as a result of these distribution agreements.

We could experience difficulties in our supply chain.

Our ~~hemostatic~~regenerated ~~gauze~~cellulose products are manufactured, packaged and sterilized in Asia and the United States to our specifications. Unforeseen events at any manufacturing or packaging location may result in a disruption of ~~production~~deliveries that could negatively impact our ability to supply our customers and generate revenues. ~~We own certain specialized production equipment which is installed at our contract-manufacturer’s location which is not readily available should we need to replace it.~~ While we intend to maintain significant supplies of finished product inventory, any prolonged disruption our manufacturer’s facility could have a material adverse impact on our operations and business.

We are currently dependent on one hemostatic gauze product to generate income in the future.

The Company’s hemostatic gauze products are currently our sole source of potential revenue in the future. While we have multiple formats of this product and hope to access new markets upon receipt of a Class III PMA, we cannot provide assurance that our product will be accepted by potential customers or that new, superior hemostatic technologies will not be introduced that negatively impact the market perceptions of our own products. Unless we are able to develop or acquire additional product lines, the failure to develop a commercial market for this product line will materially adversely affect our operations.

Table of Contents

Our business may suffer if we do not attract and retain talented personnel.

Our success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of our management and other personnel in conducting our intended business. In addition, we depend on management and strategic consultants to correctly interpret and respond to market data, economic and other conditions to locate and adopt appropriate business opportunities. We presently have a small management team, which we intend to expand in conjunction with our planned operations and growth. We intend to ensure that management and any key personnel are appropriately compensated; however, their continued service to the Company cannot be guaranteed. If we are unable to attract and retain additional key management personnel and enter into satisfactory employment and other agreements, our business may be adversely affected.

15 Table of Contents

We may not be able to adequately protect our technologies or intellectual property rights.

Our ability to achieve commercial or strategic success will depend in part on maintaining patent protection and trade secret protection of our technologies as well as successfully defending our intellectual property against third-party challenges. We will only be able to protect our technologies from unauthorized use by third parties to the extent that valid and enforceable patents or trade secrets cover them. Furthermore, the degree of future protection of our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. Additionally, legal enforcement of intellectual property rights is costly and we may not have the financial resources to take the necessary legal action to protect our rights.

If our intellectual property positions are challenged, invalidated, circumvented, or expire, or if we fail to prevail in future intellectual property litigation, our business could be adversely affected. We have created multiple variations of our gauze product and will protect each of these new generation platforms and product with additional intellectual property. Our success depends in part on our ability to defend our intellectual property rights. The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and often involve complex legal, scientific, and factual questions. Third parties may seek to challenge, invalidate, or circumvent our intellectual property rights. In addition, our patent positions might not protect us against competitors with similar products or technologies because competing products or technologies may not infringe our patents. Also, there are third parties who have patents or pending patent applications that they may claim necessitate payment of a royalty or prevent us from commercializing our patent in certain territories. Patent disputes are frequent, costly and can preclude, delay, or increase the cost of commercialization of products.

We have identified various material weaknesses in our internal control over financial reporting which could affect our ability to timely and accurately report our results of operations and financial condition. These material weaknesses may not have been fully remediated as of the ~~filing~~ date of this ~~report~~prospectus and we cannot assure you that other material weaknesses will not be identified in the future.

Our Chief Executive Officer and ~~principal~~Principal ~~financial~~Financial ~~officer~~Officer have concluded that, as of December 31, ~~2023~~2024, we had material weaknesses in our internal controls over financial reporting and that, as a result, our disclosure controls and procedures and our internal controls over financial reporting were not effective at such date. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that creates a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In addition, we believe that we continued to have material weaknesses in our internal control over financial reporting subsequent to December 31, ~~2023~~2024. See “Controls and Procedures” under Item 4 of our Quarterly Report on Form 10-Q for the period ended ~~March~~September 3130, ~~2024~~2025 and Item 9A of our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 for a detailed discussion of the material weaknesses identified as of ~~March~~September 3130, ~~2024~~2025 and December 31, ~~2023~~2024, respectively, and possible material weaknesses as of subsequent periods. Although we are in the process of implementing remedial measures to address all of the identified material weaknesses, our assessment of the impact of these measures ~~have~~has not been completed as of the filing date of ~~the registration statement of which~~ this ~~Prospectus is a part~~prospectus, and we cannot assure you that these measures will be adequate. Moreover, we cannot assure you that additional material weaknesses in our internal control over financial reporting will not arise or be identified in the future.

As a result, we must continue to improve our operational, information technology, and financial systems, infrastructure, procedures, and controls, as well as continue to expand, train, retain, and manage our employee base. Any failure to do so, or any difficulties we encounter during implementation, could result in additional material weaknesses or in material misstatements in our financial statements. These misstatements could result in a future restatement of our financial statements, could cause us to fail to meet our reporting obligations, or could cause investors to lose confidence in our reported financial information, leading to a decline in our stock price.

1614 Table of Contents

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. This could make it more difficult for us to raise funds and adversely affect our relationships with creditors, investors and suppliers.

Our auditors believe that substantial doubt exists regarding our ability to remain in business. We cannot provide any assurance that we will in fact operate our business profitably or obtain sufficient financing to sustain our business in the event we are not successful in our efforts to generate sufficient revenue and operating cash flow. The expression of such doubt by our independent registered public accounting firm or our inability to overcome the factors leading to such doubt could have a material adverse effect on our relationships with prospective customers, creditors, investors and suppliers, and therefore could have a material adverse effect on our business.

RISKS RELATED TO GOVERNMENT REGULATION

We are subject to extensive regulation by the FDA and must comply with the regulations of the FDA (including after the potential receipt of an FDA PMA), as well as state, local and applicable international regulations. Failure to do so could harm our business.

Our CelluSTAT products are subject to extensive regulation by the FDA. These regulations relate to manufacturing, labeling, sale, promotion, distribution and shipping. Before a new medical device, or a new intended use of a legally marketed device, can be marketed in the United States, it must be cleared or approved by the FDA through the applicable 510(k) premarket notification submission, granting of a de novo request, or Premarket Approval (PMA)), unless an exemption applies. The clearance and approval process is expensive, time-consuming, and uncertain. Failure to comply with applicable regulatory requirements of the FDA can result in an enforcement action, which could include a variety of sanctions, including fines, injunctions, civil penalties, recall or seizure of our products, operating restrictions, partial suspension, or total shutdown of production and criminal prosecution. The FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take other actions, that may prevent or delay approval or clearance of our products or impact our ability to modify our products after clearance on a timely basis. Such policy or regulatory changes could impose additional requirements upon us that could delay our ability to obtain clearance for our products, increase the costs of compliance or restrict our ability to maintain products after clearance.

The FDA has substantial discretion in the PMA approval process. The FDA can limit or deny approval of a product for many reasons, including, but not limited, to:

·	a product may not be deemed to be safe and effective;

·	the FDA may not find the data from clinical trials and preclinical studies sufficient;

·	the opportunity for bias in the clinical trials as a result of the open-label design may not be adequately handled and may cause our trial to fail;

·	the FDA may not approve suppliers’ processes or facilities; or

·	the FDA may change its approval policies or adopt new regulations.

In addition, regulatory clearance or approval by the FDA does not ensure registration, clearance, approval, or certification by comparable foreign regulatory authorities. Complying with foreign regulatory requirements, including obtaining registrations, clearances, approvals, or certifications, can be expensive and time consuming, and we may not receive regulatory clearances, approvals, or certifications in each country or region in which we plan to market our products or we may be unable to do so on a timely basis. In turn, this could limit our ability to expand into international markets, which could have a material adverse effect on our business, financial condition, and results of operations.

Table of Contents

The healthcare industry is subject to extensive government regulation, which can result in increased costs, delays, limits on its operating flexibility and competitive disadvantages.

The healthcare industry is generally subject to extensive regulatory requirements. Adhering to these requirements generally carries significant costs to industry participants, including our Company. Given our limited financial resources, these significant costs may adversely affect our business and financial results. If we are unable to pass on these costs through our product pricing they would negatively impact our profit margin.

Healthcare insurance legislation may lead to unintended adverse effects for businesses involved in our industry. New legislation that gives the Federal government greater regulatory powers may lead to negative consequences for certain aspects of our business. The full scope of the ongoing uncertainty in healthcare related legislation may not be known for several years, making it difficult to predict the future consequences that would create challenges to our Company, or if we can overcome them.

Failure to comply with laws or government regulations could result in penalties.

Certain government requirements for technologies in the healthcare market may require licensure or mandatory minimum standards relating to the provision of products and services. Failure to comply with these requirements could materially affect our ability to expand into new or existing markets. Future regulatory developments may also cause disruptions to our operations.

GENERAL RISK FACTORS

We are subject to the reporting requirements of the federal securities laws, which can be expensive.

We are a public reporting company and, accordingly, subject to the information and reporting requirements of the Exchange Act and other federal and state securities laws, including compliance with the Sarbanes-Oxley Act of 2002. The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders significantly increase our operating costs.

It is time -consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal control’s requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications required by that Act.

Public company compliance requirements and our current lack of director and officer liability insurance may make it more difficult to attract and retain officers and directors.

The Sarbanes-Oxley Act of 2002 and the rules and regulations subsequently implemented by the ~~SEC~~Securities and Exchange Commission have ~~required~~resulted in changes into the corporate governance practices of public companies. Compliance with ~~the~~these ~~new~~ rules and regulations increases our operating costs and makes certain activities more time -consuming and costly than if we were not a public company. AsIn aaddition, ~~public~~we ~~company,~~currently ~~these~~do ~~new~~not ~~rules~~maintain director and ~~regulations~~officer ~~make~~liability itinsurance. ~~more~~As ~~difficult~~a ~~and~~result, ~~expensive~~our ~~for~~directors usand toexecutive ~~obtain~~officers ~~director~~may ~~and~~be ~~officer~~exposed ~~liability~~to ~~insurance.~~increased Aspersonal ~~a result~~liability, itwhich may bemake it more difficult for us to attract and retain qualified ~~persons~~individuals to serve on our Board of Directors or as executive officers. If we are unable to obtain director and officer liability insurance on acceptable terms, or at all, our business, operations, and ability to implement our business strategy could be adversely affected.

Table of Contents

There exist risks to stockholders relating to dilution: authorization of additional securities and reduction of percentage share ownership following investment.

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in response to various factors, many of which are beyond our control, including the following:

·	changes in the healthcare industry;
·	competitive pricing pressures;
·	our ability to obtain working capital financing;
·	additions or departures of key personnel;
·	our ability to execute our business plan;
·	operating results that fall short of expectations;
·	loss of certain material strategic relationships;
·	regulatory developments;
·	economic and other external factors, including among others, effects on the markets; and
·	period-to-period fluctuations in our financial results.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to changes in the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The payment of cash dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant. If we do not pay dividends, return on investment will only occur if our stock price appreciates.

There is currently no established market for our common stock, and we cannot ensure that one will ever develop or be sustained.

The Company’s common stock is quoted on the OTCQB and the market for our common stock is limited. We can provide no assurances that an established trading market for our common stock will exist in the future.

Our common stock is deemed a “penny stock”, which may make it more difficult for our investors to sell their shares.

Our common stock is subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934. The penny stock rules apply to companies whose common stock is not listed on a national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. Inasmuch as our securities are subject to the penny stock rules, investors may find it more difficult to dispose of our securities.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If certain of our stockholders seek to sell substantial amounts of our common stock in the public market upon the expiration of any holding period under Rule 144, or expiration of lock-up periods applicable to outstanding shares, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could impair our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

Table of Contents

USE OF PROCEEDS

The ~~shares~~selling ofsecurity ~~common~~holder ~~stock~~will toreceive beall ~~offered~~of ~~and~~the ~~sold~~proceeds ~~pursuant~~from tothe ~~this~~sale ~~prospectus~~of ~~will~~the beshares ~~offered~~of ~~and~~our ~~sold~~common bystock ~~the~~offered ~~selling~~for ~~security~~resale ~~holder~~under orthis ~~their transferees~~prospectus. We will not receive any proceeds from the ~~sale~~resale of the shares ~~of common stock~~ by the selling security holder. ~~However~~We may receive proceeds from sales of shares of our common stock, if any, that we ~~may~~elect ~~receive~~to sell to Alumni pursuant to the ~~sale~~AMPA, ~~price~~as well as from the exercise of the Commitment Warrant, to the extent such warrant is exercised for cash. We cannot predict the number or value of any shares that we ~~issue~~may sell to Alumni under the ~~selling~~AMPA, ~~security~~or ~~holder~~if, when, or in ~~connection~~what ~~with~~amounts the ~~CSPA,~~Commitment ~~which,~~Warrant ifmay ~~received,~~be ~~would~~exercised. The Commitment Warrant may expire unexercised or may be ~~used~~exercised on a cashless basis, in ~~the~~which ~~following~~event ~~order~~we ofwould ~~priority:~~not receive any cash proceeds.

~~(i)~~Proceeds ~~funding~~we ~~our~~receive, ~~research~~if &any, ~~development~~are ~~program~~expected ~~and the costs of seeking approval from the FDA and other regulatory agencies~~ to ~~sell~~be ~~our~~used ~~products~~ in the ~~U.S.~~following ~~and~~order ~~other~~of markets; (ii) funding expenses associated with our commercialization strategy targeting the human surgical (if we receive FDA approval to sell to this market) and 510k markets; (iii) paying off short term liabilities; and (iv) for working capital and other general corporate purposes.priority:

	(i)	funding our research & development program and the costs of seeking approval from the FDA and other regulatory agencies to sell our products in the U.S. and other markets;

	(ii)	funding expenses associated with our commercialization strategy targeting the human surgical (if we receive FDA approval to sell to this market) and 510(k) markets;

	(iii)	paying off short term liabilities; and

	(iv)	for working capital and other general corporate purposes.

Table of Contents

DETERMINATION OF OFFERING PRICE

The selling security holder, ~~White Lion~~Alumni, may, from time to time, sell any or all of its shares of our common stock on otcmarkets.com or any other stock exchange, market or trading facility on which the shares of our common stock are quoted or traded, or in private transactions. These sales may be at fixed prices, prevailing market prices at the time of sale, at varying prices, or at negotiated prices. The selling security holder may sell some or all of the shares offered by this prospectus and may determine when and how to sell such shares.

The CSPA permits White Lion to purchase shares at prices that equal the lower of: (i) 93% of the volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares, or (ii) the closing price of the common stock on the day the Company exercises its right to sell shares, subject to a minimum price of $0.25 per share; provided, however, that if the Company issues a share price purchase notice at a time that the Company’s common stock is trading below the Floor Price (as defined in the CSPA) and White Lion waives the Floor Price condition, the 93% and 95% multiplicands referenced above shall be reduced to 90% and 92%, respectively, for calculation of the purchase price to be paid by White Lion for such shares. This price was negotiated between the Company and White Lion and we offer no assurances that the offering price of our shares by the Selling Security Holder will correspond to the price at which our common stock will trade in the public market subsequent to this offering or that an active trading market for our common stock will ever develop and/or continue after this offering.

The price at which we may sell our shares to White Lion during the term of the CSPA cannot be determined in advance and so we may sell fewer than 15,000,000 shares to White Lion to receive proceeds of $7,000,000 or we may sell 15,000,000 shares and receive less than $7,000,000 in gross proceeds, depending on the prices per share resulting from the purchase notices we may deliver to White Lion.

Table of Contents

MARKET ~~PRICE~~INFORMATION OF AND ~~DIVIDENDS ON COMMON STOCK AND~~ RELATED SHAREHOLDER MATTERS

The common shares of the Company are currently quoted ~~as Pink Current Information~~ on the ~~OTCMarkets platform~~OTCQB, under the stock symbol “UEEC”.

There is no established trading market for our common shares and there has been only limited trading activity to date. The following table sets forth the high and low sales price of the common stock on a quarterly basis for the periods presented~~, rounded to the nearest penny~~.

Quarter Ended	High		Low
June 30, 2024 (through June 24, 2024)	$	0.22	$	0.15
December 31, 2025	$	0.0775	$	0.045
September 30, 2025	$	0.12	$	0.065
June 30, 2025	$	0.275	$	0.095
March 31, 2025	$	0.18	$	0.06
December 31, 2024	$	0.158	$	0.06
September 30, 2024	$	0.187	$	0.0825
June 30, 2024	$	0.22	$	0.1534
March 31, 2024	$	0.26	$	0.17
March 31, 2023	$	0.30	$	0.19
June 30, 2023	$	0.34	$	0.17
September 30, 2023	$	0.34	$	0.23
December 31, 2023	$	0.29	$	0.20
March 31, 2022	$	0.70	$	0.42
June 30, 2022	$	0.79	$	0.35
September 30, 2022	$	0.50	$	0.29
December 31, 2022	$	0.33	$	0.21

Holders

As of ~~June~~January 2414, ~~2024~~2026, there were approximately ~~401~~415 holders of record of the Company’s issued and outstanding shares of common stock.

Dividends

WeThe ~~have~~Company has not paid any dividends ~~on our common stock, generated earnings sufficient~~ to ~~pay dividends~~date, ~~and~~has do not ~~currently~~yet ~~anticipate~~generated ~~paying~~sufficient ~~cash~~earnings ~~dividends in the foreseeable future. The agreements into which we may enter in the future, including indebtedness, may impose limitations on our ability~~ to pay dividends ~~or make other distributions on our capital stock. Payment of future dividends on our common stock~~, ~~if any, will be at the discretion of our board of directors~~ and ~~will~~currently ~~depend~~does ~~on,~~not ~~among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. We~~ intend to ~~retain~~pay ~~future~~dividends ~~earnings, if any,~~ for ~~reinvestment in~~ the ~~development~~foreseeable ~~and expansion of our business~~future.

Stock Issuances ~~and Repurchases~~

The following table summarizes all sales and issuances by the Company of unregistered securities during the year ended December 31, ~~2023~~2024 and the three months and nine months ended ~~March~~September 31, ~~2024~~2025. The securities in the below-referenced transactions were (i) issued without registration and (ii) were subject to restrictions under the Securities Act and the securities laws of certain states, in reliance on the private offering exemptions ~~noted~~contained in Sections 4(a)(2), 4(a)(6) and/or 3(b) of the ~~table~~Securities ~~below~~Act and on Regulation D promulgated under the Securities Act, and in reliance on similar exemptions under applicable state laws as transactions not involving a public offering. No placement or underwriting fees were paid in connection with these transactions. All cash proceeds from the sale of securities were used for working capital and general corporate purposes.

Table of Contents

Date of Sale

Title of Security

Number Sold

Consideration

Purchaser/Recipient

Offering Exemption

January 2023

Common Stock

937,500

$187,500 (accrued liabilities)

Officers and consultants

4(a)(2)

January 2024

Common Stock

600,000

$122,627 in cash

White Lion (1)

4(a)(2)

January 2023

Common Stock

1,135,000

$249,399

White Lion (1)

4(a)(2)

February 2024

Common Stock

850,000

$164,973 in cash

White Lion (1)

4(a)(2)

February 2023

Common Stock

1,000,000

$202,733

White Lion (1)

4(a)(2)

March 2024

Common Stock

600,000

$103,625 in cash

White Lion (1)

4(a)(2)

March 2023

Common Stock

800,000

$144,890

White Lion (1)

4(a)(2)

April 2024

Common Stock

1,100,000

$183,082 in cash

White Lion (1)

4(a)(2)

March 2023

Common Stock

1,850,000

$462,500 (litigation settlement)

Philip Forman

4(a)(2)

May 2024

Common Stock

150,000

$22,032 in cash

White Lion (1)

4(a)(2)

April 2023

Common Stock

979,688

$156,750 (accrued liabilities)

Officers and consultants

4(a)(2)

June 2024

Common Stock

150,000

$20,476 in cash

White Lion (1)

4(a)(2)

April 2023

Common Stock

450,000

$86,524

White Lion (1)

4(a)(2)

August 2024

Common Stock

500,000

$71,616 in cash

White Lion (2)

4(a)(2)

May 2023

Common Stock

800,000

$139,797

White Lion (1)

4(a)(2)

September 2024

Common Stock

900,000

$123,210 in cash

White Lion (2)

4(a)(2)

June 2023

Common Stock

2,300,000

$589,506

White Lion (1)

4(a)(2)

October 2024

Common Stock

450,000

$40,539 in cash

White Lion (2)

4(a)(2)

August 2023

Common Stock

500,000

$123,035

White Lion (1)

4(a)(2)

December 2024

Unit

700,000

$56,000 in cash

Accredited investor (3)

4(a)(2)

September 2023

Common Stock

530,000

$124,358

White Lion (1)

4(a)(2)

December 2024

Unit

125,000

$10,000 in cash

Accredited investor (3)

4(a)(2)

October 2023

Common Stock

480,000

$112,334

White Lion (1)

4(a)(2)

June 2025

Common Stock

200,000

$16,570 in cash

White Lion (2)

4(a)(2)

November 2023

Common Stock

650,000

$156,501

White Lion (1)

4(a)(2)

July 2025

Common Stock

200,000

$17,774 in cash

White Lion (2)

4(a)(2)

December 2023

Common Stock

1,500,000

$329,046

White Lion (1)

4(a)(2)

July 2025

Common Stock

200,000

$13,470 in cash

White Lion (2)

4(a)(2)

January 2024

Common Stock

600,000

$122,627

White Lion (1)

4(a)(2)

August 2025

Common Stock

200,000

$15,494 in cash

White Lion (2)

4(a)(2)

February 2024

Common Stock

850,000

$164,973

White Lion (1)

4(a)(2)

March 2024

Common Stock

600,000

$103,625

White Lion (1)

4(a)(2)

(1) Issued by the Company to White Lion Capital, LLC pursuant to the terms of the Common Stock Purchase Agreement, as amended.

	(1)	Issued by the Company to White Lion Capital, LLC pursuant to the terms of the Common Stock Purchase Agreement dated September 1, 2022, as amended January 25, 2023.

	(2)	Issued by the Company to White Lion Capital, LLC pursuant to the terms of the Common Stock Purchase Agreement dated September 1, 2022, as amended June 20, 2024.

	(3)	Issued to accredited investors pursuant to subscription agreements and warrant agreements dated as shown above. Each Unit consists of 1 share of common stock and ½ warrant to purchase an additional share at $0.14/share until December 31, 2026.

Description of Our Capital Stock

The following description of our capital stock is a summary only and is qualified by reference to our Certificate of Incorporation and Bylaws.

General

Our authorized capital stock consists of 300,000,000 shares of ~~Common~~common ~~Stock~~stock, with a par value of $0.001 per share. ~~As of June 24, 2024, there were 248,233,222 shares of Common Stock issued and outstanding.~~

As of January 14, 2026, there were 258,690,253 shares of our common stock issued and outstanding.

Common Stock

Each holder of ~~Common~~common ~~Stock~~stock will be entitled to one vote for each share ~~of Common Stock~~ held of record by such holder with respect to all matters to be voted on or consented to by our stockholders, except as may otherwise be required by applicable Nevada law. The stockholders will not have pre-emptive rights under our Certificate of Incorporation to acquire additional shares of ~~Common~~common ~~Stock~~stock or other securities. ~~The~~Our ~~Common~~common ~~Stock~~stock will not be subject to redemption rights and will carry no subscription or conversion rights. In the event of liquidation of the Company, the stockholders will be entitled to share in corporate assets on a pro rata basis after the ~~Company~~company satisfies all liabilities and after provision is made for each class of capital stock having preference over the ~~Common~~common ~~Stock~~stock (if any). Subject to the laws of the State of Nevada, and the rights of the holders of any outstanding series of preferred stock (if any), the Board of Directors will determine, in their discretion, to declare dividends advisable and payable to the holders of outstanding shares of ~~Common~~common ~~Stock~~stock.

Transfer Agent and Registrar

Pacific Stock Transfer Company is the registrar and transfer agent for our shares of common stock. Its address is 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119, United States; Telephone: (800) 785-7782.

Table of Contents

SHARES ELIGIBLE FOR FUTURE SALE

We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. The availability for sale of a substantial number of shares of our common stock acquired through the exercise of outstanding warrants could materially adversely affect the market price of our common stock. In addition, sales of our common stock in the public market after the restrictions lapse as described below, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions.

Sale of Restricted Shares

As of June 24, 2024, there were 248,233,222 shares of common stock outstanding. The 15,000,000 shares of common stock being offered by this Prospectus will be freely tradable, other than by any of our “affiliates,” as defined in Rule 144(a) under the Securities Act, without restriction or registration under the Securities Act.

Of the 248,233,222 shares of common stock outstanding, approximately 180,871,677 shares are tradable without restriction. The remaining shares are “restricted securities” within the meaning of Rule 144 under the Securities Act.

Rule 144

Generally, under Rule 144, as currently in effect, a person (or persons whose shares are required to be aggregated), who has beneficially owned our restricted securities for at least six months is entitled to sell those securities into the public market. A person who may be deemed an “affiliate” of a company, within any three-month period, may sell a number of shares that does not exceed the greater of: (i) 1% of the then-outstanding shares of common stock, or (ii) if and when the common stock is listed on a national securities exchange, the average weekly trading volume of the common stock during the four calendar weeks preceding the date on which notice of such sale was filed under Rule 144.

Sales under Rule 144 are also subject to certain requirements as to the manner of sale, notice, and availability of current public information about our company.

A person who is not deemed to have been an affiliate of us at any time during the 90 days preceding a sale by such person, and who has beneficially owned the restricted shares for at least one year, is entitled to sell such shares under Rule 144 without regard to any of the restrictions described above.

We cannot estimate the number of shares of our common stock that our existing stockholders will elect to sell under Rule 144.

22 Table of Contents

BUSINESS

Overview

~~United~~The ~~Health~~Company ~~Products, Inc.~~ develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, ~~HemoStyp~~CelluSTAT® (formerly branded as HemoStyp), is derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. We are in the process of seeking regulatory approval to sell our hemostatic gauze product line into the U.S. Class III ~~and~~human ~~European CE Mark~~ surgical markets.

Developments

In October 2024, the Company and the FDA conducted a virtual meeting to discuss the SIR and the follow-up questions. During the discussion, the Company noted the results of its 2019 clinical trial involving 236 patients (of whom 118 were treated with its hemostatic gauze) that showed statistically superior performance in time to hemostasis using CelluSTAT over Ethicon’s Surgicel Original, the current standard of care. The study results also showed no evidence of heterogeneity of results across procedure categories, surgeons, or clinical sites, indicating both poolability and generalizability of study results. The Company also noted that none of the adverse events that occurred during the study were attributable to its hemostatic gauze product.

Notwithstanding the safety record from the original clinical study, the FDA requested more data to confirm the safety and effectiveness of CelluSTAT in surgical procedures in the intestinal and thoracic organ space, where organ movement may impact the post operative stability of a hemostat and where observation of post operative rebleeding is more difficult.

From September 23 through October 4, 2024, the FDA conducted a Bioresearch Monitoring Program (BIMO) Inspection of our records and procedures relating to our 2019 clinical study, following which the FDA delivered its Inspectional Observations on Form 483. On October 25, 2024, we submitted our response to the FDA’s observations, which the FDA considered in developing its report on the BIMO Inspection. On March 25, 2025, FDA issued a “Warning Letter” identifying five violations of required clinical procedures that occurred during the 2019 clinical trial citing, among other matters, the failure to seek an Investigational Device Exemption for the study. On April 14, 2025, we submitted a response to FDA that addressed the violations through proposed corrective and preventative actions (CAPAs). On December 10, 2025, the FDA responded to our Warning Letter response with a CAPA Assessment Letter. On January 3, 2026 we responded to this Letter with modifications to existing CAPAs proposal and newly developed CAPAs to address the FDA’s feedback.

There can be no assurance that our PMA application will be approved.

Table of Contents

Our CelluSTAT Gauze Products

CelluSTAT Hemostatic Gauze (formerly branded as HemoStyp) is a natural substance created from chemically treated cellulose derived from cotton. It is an effective hemostatic agent registered with the FDA for superficial use under a 510(k) approval obtained in 2012 to help control bleeding from open wounds and body cavities. The CelluSTAT hemostatic material contains no chemical additives, thrombin, collagen or animal-derived products, and is hypoallergenic. When the product comes in contact with blood it expands slightly and quickly converts to a translucent gel that subsequently breaks down into cellulose and salts. Because of its benign impact on body tissue, CelluSTAT does not impede the healing of body tissue as compared to certain competing hemostatic products.

Potential Target Markets

·	Hospitals and Surgery Centers for all Internal Surgical usage (in the event we obtain FDA Class III approval)
·	Hospitals, Clinics and Physicians for external trauma
·	EMS, Fire Departments and other First Responders
·	Military Medical Care Providers
·	Hemodialysis centers
·	Nursing Homes and Assisted Living Facilities
·	Dental and Oral & Maxillofacial Surgery Offices
·	Veterinary hospitals

Primary Strategy

In anticipation of receiving a Class III PMA (which cannot be assured), we are evaluating paths to rapidly develop and grow our revenue and profits in all target market segments, with the objective of maximizing shareholder value. We do not intend to pursue the full commercialization of our products independently nor to remain an independent company in the long term. Options under consideration include (i) a sale or merger of the Company with an industry leader in the wound care and surgical device sectors, which may include a pre-sale collaboration on commercialization and distribution and (ii) one or more commercial partnerships with established market participants, without any specific, associated sale or merger transaction.

Table of Contents

In anticipation of receiving a Class III PMA (which cannot be assured), we are evaluating paths to rapidly grow our revenue and profits in all potential market segments, with the objective of maximizing shareholder value. We do not intend to pursue the full commercialization of our products independently nor to remain an independent company in the long term. Options under consideration include (i) a sale or merger of the Company with an industry leader in the wound care and surgical device sectors, which may include a pre-sale collaboration on commercialization and distribution and (ii) one or more commercial partnerships with established market participants, without any specific, associated sale or merger transaction.

The Company has been contacted by several medical technology companies that are active in the surgical equipment and hemostatic products sectors, and who have expressed an interest in the Company’s products and business strategy. We continue to evaluate the potential commercial partnerships in anticipation of an FDA decision on our Class III PMA application. No assurances can be given that the Company will identify any commercialization candidate(s) or enter into a transaction.

Manufacturing and Packaging of our Products

Patents and Trademarks

Our hemostatic gauze technology is protected through patents granted by the U.S. Patent and Trademark Office, which protection currently runs through 2029.

The Company has registered trademarks and trademark applications for the following product formats:

· BooBoo Strips · HEMOSTYP · The Ultimate Bandage · HemoStrip · ~~CELLUSTAT~~CelluSTAT ~~(pending)~~ · Nik Fix

Competition

The wound care products market in the United States is concentrated among large and established companies such as Baxter International, Becton Dickinson & Company, Bristol-Myers Squibb Company, Johnson & Johnson, Teleflex and 3M Company, each of which have greater capital and operational resources than us. Our hemostatic gauze product will directly compete in the gauze markets served by these companies. In this market, competitive factors include product performance, price, breadth of product offerings, value-added service programs, service and delivery, credit terms, and customer support.

Government Regulation

We are subject to oversight by various federal and state governmental entities and we are subject to, and affected by, a variety of federal and state laws, regulations and policies generally applicable to the healthcare and medical device industries. See “Risk Factors - Risks Relating to Government Regulation.”

24 Table of Contents

Environmental Matters

The Company may be subject to, or affected by, environmental legislation including, among others, the Toxic Substances Control Act, the Clean Air Act, the Clean Water Act, Compensation and Liability Act (CERCLA or Superfund) and the Resource Conservation and Recovery Act. There may be laws and regulations that exist or that may come to pass that may also have an impact on the Company in ways that we cannot foresee. Compliance with the multitude of regulations issued by federal, state, provincial and local administrative agencies that may apply to the Company can be burdensome and costly. To date, the Company has not been impacted by these laws and regulations.

Research and Development Expenditures

In the years ending December 31, ~~2023~~2024 and ~~2022~~2023 we incurred research and development expenditures of $~~598~~355,~~810~~936 and $~~624~~598,~~564~~810, respectively.

Personnel

As of ~~June~~January 2414, ~~2024~~2026, we have ~~six~~two full-time personnel working under consulting agreements.

Description of Property

The Company’s principal executive office is located at 520 Fellowship Road, Suite #D-406, Mt. Laurel, NJ 08054 comprised of approximately 1,800 square feet under a 36-month lease with a term ending in May 2026.

We have personnel in New Jersey and ~~five~~two other states working remotely.

2524 Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this ~~Prospectus~~prospectus commencing on page F-1.

Executive Level Overview

~~United~~UHP ~~Health Products, Inc.~~ develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, ~~HemoStyp~~CelluSTAT® (formerly branded as HemoStyp), is derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. We are in the process of seeking regulatory approval to sell our ~~Hemostyp~~hemostatic gauze product line into the U.S. Class III ~~and~~human ~~European CE Mark~~ surgical markets.

See “Business – Developments” for a discussion about the Company’s efforts in seeking FDA Premarket Approval for its CelluSTAT product.

Results of Operations

~~For~~Comparison of the Three Months Ended ~~March~~September 3130, ~~2024~~2025 and ~~2023~~2024

The following table sets forth a summary of certain key financial information for the three months ended ~~March~~September 3130, ~~2024~~2025 and ~~2023~~2024:

	For the Three MonthsEnded March 31,
	For the Three MonthsEnded September 30,
	2024			2023
	2025			2024
Revenue	$	-		$	-
Gross profit	$	-		$	-
Operating (expenses)	$	(~~425~~233,~~094~~179	)	$	(1391,~~053,975~~903	)
Operating (loss)	$	(~~425~~233,~~094~~179	)	$	(1391,~~053,975~~903	)
Other income (expense)	$	(2652,~~844~~415	)	$	(88,~~731~~241	)
Net income (loss)	$	(~~451~~285,~~938~~594	)	$	(1303,~~142,706~~662	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)

Three Months ~~ended~~Ended ~~March~~September 3130, ~~2024~~2025 versus Three Months ~~ended~~Ended ~~March~~September 3130, ~~2023~~2024

During the three months ended ~~March~~September 3130, ~~2024~~2025 and ~~2023~~2024, the Company had $0 of revenues, respectively. The Company did not generate any revenues in the current quarter due to the continued focus of the Company’s capital and resources towards obtaining a Class III PMA.

~~Total~~Operating ~~operating expenses for the three months ended March 31, 2024 and 2023 were $425,094 and $1,053,975, respectively.~~ Expenses

~~The~~Total ~~decrease in~~ operating expenses ~~was~~for ~~primarily~~the ~~due~~three tomonths aended ~~decrease~~September ~~of $462~~30,~~500~~ in2025 ~~litigation~~and ~~settlement~~2024 ~~expenses,~~were ~~a decrease of~~ $64233,~~897~~179 ~~in legal~~ and ~~professional expenses and research and development expenses decreasing~~ $~~103~~391,~~125 to $115~~903,~~551~~ ~~during the three months ended March 31, 2024 from $218,676 in the three months ended March 31, 2023~~respectively.

The decrease in operating expenses for the three months ended September 30, 2025 was primarily due to a decrease in consulting expenses of $158,521 as the Company terminated the services of certain consultants, and a decrease in research and development expenses of $40,551 as the Company purchased fewer external lab testing services, offset by an increase in legal services of $43,480 as the Company retained regulatory counsel to assist in correspondence with the FDA.

Table of Contents

Other income (expense)

Other income (expense) for the three months ended September 30, 2025 and 2024 was $(52,415) and $88,241, respectively. The change in other income (expense) was due to an increase in interest expense of $25,571 from the larger outstanding loan balances and a decrease in gain on settlement of debt of $115,085 from a settlement of accounts payable in the same period of the prior year with no similar settlement in the current period.

Our net loss for the three months ended September 30, 2025 was $285,594 as compared to net loss of $303,662 for the comparable period of the prior year. The decrease in the net loss is due to the Company having a decrease in operating expenses of $158,724 offset by an increase in other expense of $140,656, as explained above.

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following table sets forth a summary of certain key financial information for the nine months ended September 30, 2025 and 2024:

	For the Nine Months Ended September 30,
	2025			2024

Revenue	$	-		$	-

Gross profit	$	-		$	-

Operating (expenses)	$	(1,990,751	)	$	(1,222,174	)

Operating (loss)	$	(1,990,751	)	$	(1,222,174	)

Other income (expense)	$	(141,689	)	$	34,553

Net (loss)	$	(2,132,440	)	$	(1,187,621	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.00	)

Nine Months Ended September 30, 2025 versus Nine Months Ended September 30, 2024

During the nine months ended September 30, 2025 and 2024, the Company had $0 of revenues, respectively. The Company did not generate any revenues due to the continued focus of the Company’s capital and resources towards obtaining a Class III PMA.

Operating Expenses

Total operating expenses for the nine months ended September 30, 2025 and 2024 were $1,990,751 and $1,222,174, respectively.

The increase in operating expenses was primarily due to an increase of $1,120,125 in stock-based compensation offset by a decrease of approximately $330,058 in professional expenses. The increase in stock-based compensation is due to the vesting of 4,725,000 RSUs and recording $1,120,125 as stock-based compensation. The decrease in professional expenses is due to the Company terminating services with certain consultants.

Other income (expense)

Other income (expense) for the nine months ended September 30, 2025 and 2024 was $(141,689) and $34,553, respectively. The change in other income (expense) was due to an increase in interest expense of $61,157 from the larger outstanding loan balances and a decrease in gain on settlement of debt of $115,085 from a settlement of accounts payable in the same period of the prior year with no similar settlement in the current period.

Table of Contents

~~Other~~Our ~~income~~net ~~(expense)~~loss for the ~~three~~nine months ended ~~March~~September 3130, ~~2024~~2025 ~~and 2023~~ was $~~(26~~2,~~844)~~132,440 ~~and~~as compared to net loss of $~~(88~~1,~~731)~~187,621 ~~respectively~~for the comparable period of the prior year. The ~~decrease~~increase in ~~other~~the ~~expense~~net ~~was~~loss is due to athe ~~decrease~~Company inhaving ~~loss~~an onincrease ~~settlement~~in operating expenses of ~~debt~~$768,577 and an increase in other expense of $60176,~~938.~~242, as explained above.

~~Our~~Comparison ~~net~~of ~~loss for~~ the ~~three~~Years ~~months~~Ended ~~ended~~December ~~March~~ 31, 2024 ~~was $451,938 as compared to net loss of $1,142,706 for the comparable period of the prior year. The decrease in the net loss is due to the Company having a decrease in operating expenses of $628,881~~ and ~~a decrease in other expense of $61,887, as explained above.~~2023

~~For~~The following table sets forth a summary of certain key financial information for the ~~Years~~years ~~Ended~~ended December 31, ~~2023~~2024 and ~~2022~~2023:

The following table sets forth a summary of certain key financial information for the years ended December 31, 2023 and 2022:

	2024			2023

Revenue	$	-		$	-

Gross profit	$	-		$	-

Operating (expenses)	$	(2,007,572	)	$	(2,426,539	)

Operating (loss)	$	(2,007,572	)	$	(2,426,539	)

Other income (expense)	$	5,839		$	(196,728	)

Net (loss)	$	(2,001,733	)	$	(2,623,267	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)

	2023			2022
Revenue	$	-		$	37,500
Gross profit	$	-		$	18,856
Operating (expenses)	$	(2,426,539	)	$	(2,820,895	)
Operating (loss)	$	(2,426,539	)	$	(2,802,039	)
Other income (expense)	$	(196,728	)	$	1,114,538
Net (loss)	$	(2,623,267	)	$	(1,687,501	)
Basic and diluted	$	(0.01	)	$	(0.01	)

Year ended December 31, 2024 versus year ended December 31, 2023

~~Year~~During the year ended December 31, 2024 and 2023, ~~versus~~the ~~year~~Company ~~ended~~had ~~December~~$0 31revenues, ~~2022~~respectively. The Company did not generate any revenues in the current year due to the continued focus of the Company’s capital and resources towards obtaining a Class III PMA.

During the year ended December 31, 2023 and 2022, the Company had $0 and $37,500 of revenues, respectively. The Company did not generate any revenues in the current year due to the continued focus of the Company’s capital and resources towards obtaining a Class III PMA.

Operating Expenses

Total operating expenses for the year ended December 31, ~~2023~~2024 and ~~2022~~2023 were $2,~~426~~007,~~539~~572 and $2,~~820~~426,~~895~~539, respectively.

The decrease in operating expenses was ~~due~~ primarily due to a decrease ~~in legal and professional costs~~ of $~~138~~462,~~004~~500 ~~due~~in ~~to the Company having settled various~~ litigation ~~matters~~settlement ~~during~~expenses, ~~2022 and~~ a decrease ~~in consulting expense~~ of $~~285~~126,~~040~~407 ~~offset by an increase~~ in ~~rent~~legal ~~expense~~and ofprofessional ~~$23,257,~~expenses anand ~~increase~~a decrease of $12242,~~500~~874 in ~~litigation~~research ~~settlement expenses ($462,500~~ and ~~$450,000~~development ~~for~~expenses during the year ~~ending~~ended December 31, ~~2023~~2024 ~~and~~offset ~~2022,~~by ~~respectively) and~~ an increase ~~in office supplies and software expense~~ of $23375,~~905~~000 ~~along with a decrease of $25,754~~ in ~~research~~stock ~~and~~compensation ~~development~~expense ~~expenses~~related ~~from~~to ~~$624,564 during~~ the ~~year~~vesting ~~ended~~of ~~December~~RSU’s ~~31,~~and ~~2022~~an ~~compared~~increase toof $~~598~~33,~~810~~598 infor the ~~year~~write-down ~~ended~~of ~~December~~obsolete ~~31, 2023~~inventory.

Other income (expense)

Other income (expense) for the year ended December 31, ~~2023~~2024 and ~~2022~~2023 was $~~(196~~5,~~728)~~839 and $1(196,~~114~~728),~~538,~~ respectively. The ~~decrease~~change in other income (expense) was primarily due to anthe ~~increase~~Company inhaving ~~total~~a ~~interest expense of~~ $37115,~~351~~085 ~~offset~~gain byon asettlement ~~decrease~~of debt in ~~other~~the ~~income~~current ofyear ~~$1,402,981~~ and having a ~~decrease in~~ loss on ~~debt~~ settlement of ~~$129,066~~debt ~~during~~of ~~the year ended December 31~~$80,532 ~~2023~~in ~~compared to~~ the ~~year~~prior ~~ended December 31, 2022~~year.

The ~~increase~~net inloss ~~interest~~for ~~expense~~the ~~was~~year ~~primarily~~ended ~~due~~December to31, ~~the~~2024 ~~Company~~was ~~having~~$2,001,733 aas ~~larger~~compared ~~outstanding~~to ~~balance~~a ofnet ~~interest-bearing~~loss ~~promissory~~of ~~notes,~~ $72,~~638~~623,267 offor ~~post-judgement interest related to~~ the ~~SEC~~prior ~~penalty~~year. ~~stemming~~The ~~from~~decrease in the ~~settlement~~net ofloss ~~the~~was ~~SEC’s~~due ~~investigation~~to of the Company ~~discussed~~having ina ~~Note~~decrease 7in tooperating ~~the~~expenses ~~financial~~of ~~statements and~~ $32418,~~992~~967 ofoffset ~~debt~~by ~~discount~~an ~~amortization~~increase in other income (expense) of $202,567 during the year ended December 31, ~~2023~~2024 ~~compared~~ to $165,~~533~~839, ~~during~~as ~~the~~explained ~~year ended December 31, 2022~~above.

Table of Contents

~~The~~Financial ~~decrease in other income was due to the Company receiving $392~~Condition,~~000~~ asLiquidity ~~a settlement payment from its former auditor related to litigation~~ and ~~the~~Capital receipt of $202,200 in cash and 2,085,258 shares of common stock as payment of $808,781 from its former Chief Executive Officer to satisfy a disgorgement obligation during the year ended December 31, 2022 compared with the Company having $0 of other income during the year ended December 31, 2023.Resources

~~The~~As ~~decrease~~of inSeptember 30, 2025, the ~~loss~~Company onhad ~~settlement~~a ofnegative ~~debt~~working ~~was~~capital ~~due~~of to$1,963,227. ~~the~~The Company ~~issuing~~has ~~common~~not ~~stock~~yet ~~with~~attained a ~~fair~~level ~~value~~ of ~~$424,782~~operations ~~for~~which ~~the~~will ~~settlement~~allow ofit anto ~~aggregate~~meet ofits ~~$344,250~~current overhead expense obligations. The report of ~~accrued~~our ~~liabilities~~independent ~~and~~registered ~~accrued~~public ~~liabilities~~accounting -firm ~~related~~on ~~party~~our ~~during~~2024 ~~the~~financial ~~year~~statements ~~ended~~includes ~~December~~an ~~31,~~explanatory ~~2023~~paragraph ~~compared~~expressing substantial doubt about our ability to ~~the~~continue as a going concern. The Company ~~issuing~~has ~~common~~been ~~stock~~focusing ~~with~~its acapital ~~fair~~and ~~value~~resources oftowards ~~$458,001~~seeking ~~for~~a ~~the~~Class ~~settlement~~III ofPMA anfor ~~aggregate~~its ofCelluSTAT ~~$330~~technology,~~626~~ ofand ~~accrued~~has ~~liabilities~~funded its initial operations with private placements, and ~~accrued~~unsecured ~~liabilities~~loans -from related parties. ~~and~~There ~~recording~~can ~~$82~~be no assurance that adequate financing will continue to be available to the Company and,~~223~~ inif ~~loss~~available, on ~~settlement~~terms ofthat ~~debt~~are ~~related~~favorable to ~~lowering~~ the ~~conversion~~Company. ~~price~~Our ofability to continue as a ~~convertible~~going ~~note~~concern asis analso ~~inducement~~dependent ~~for~~on ~~conversion~~many ~~during~~events ~~the~~outside ~~year~~of ~~ended~~our ~~December~~direct 31control, ~~2022~~including, among other things, our ability to achieve our business goals and objectives, as well as improvement in the economic climate.

~~Our~~The ~~net~~Company ~~loss~~entered ~~for~~into ~~the~~a ~~year~~common ~~ended~~stock ~~December~~purchase ~~31,~~agreement ~~2023~~(“CSPA”) ~~was~~with $2White Lion,~~623,267~~ aswhich ~~compared~~gave tothe aCompany ~~net~~the ~~loss of $1~~right,~~687,501~~ ~~for~~but not the ~~prior~~obligation, ~~year.~~to ~~The~~require ~~increase~~White inLion ~~the~~to ~~net~~purchase ~~loss~~up ~~was~~to ~~due~~$10,000,000 toof the Company’s ~~having~~common astock, ~~decrease~~subject into ~~operating~~certain ~~expenses~~limitations ofand ~~$394,356~~conditions ~~offset~~set byforth ~~a decrease~~ in ~~other~~the ~~income~~CSPA. ~~(expense)~~The ~~from~~commitment ~~$1,114,538~~period ~~during~~under the ~~year~~CSPA ended ~~December~~on ~~31,~~October ~~2022 to $(196~~1,~~728)~~ ~~for~~2025 ~~the~~and ~~year~~was ~~ended~~not ~~December 31, 2023, as explained above~~extended.

~~Liquidity~~On ~~and~~December ~~Capital~~16, ~~Resources~~2025, the Company entered into the Securities Purchase Agreement with Alumni, pursuant to which Alumni made a loan to the Company, evidenced by a Convertible Note in the principal amount of $289,267. The Company received net proceeds of $250,000 at closing.

~~For~~Also on December 16, 2025, the ~~Three~~Company ~~Months~~entered ~~Ended~~into ~~March~~the 31AMPA with Alumni, ~~2024~~whereby the Company has the right, but not the obligation, to sell to Alumni, and ~~2023~~Alumni is obligated to purchase, up to an aggregate of $4,000,000 (the “Commitment Amount”) of shares of the Company’s common stock, in a series of purchases. The Company has not sold any shares to Alumni as of the date of this prospectus.

AsWe ofare ~~March~~evaluating ~~31,~~alternatives ~~2024,~~to ~~the~~raise ~~Company~~external ~~had a negative working~~ capital ~~of $1,859,352. The Company has not yet attained a level of operations which will allow it~~ to ~~meet~~fund ~~its current overhead expense obligations. The report of~~ our independent registered public accounting firm on our 2023 financial statements includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The Company has been focusing its capital and resources towards seeking a Class III PMA for its HemoStyp technology, and has funded its initial operations ~~with private placements, and unsecured loans from related parties. There can be no assurance that adequate financing will continue to be available to the Company and, if available,~~ on terms that ~~are~~minimize ~~favorable~~dilution to ~~the~~existing ~~Company.~~shareholders ~~Our~~which ~~ability~~may toinclude ~~continue~~agreements assimilar ~~a going concern is also dependent on many events outside of our direct control, including, among other things, our ability~~ to ~~achieve our business goals and objectives, as well as improvement in~~ the ~~economic climate~~AMPA.

During 2022, the Company entered into a common stock purchase agreement (“CSPA”) with White Lion, which gives the Company the right, but not the obligation, to require White Lion to purchase up to $10,000,000 of the Company’s common stock, subject to certain limitations and conditions set forth in the CSPA. As of the date of this filing, the Company has received approximately $2.95 million in proceeds from White Lion to pay for its operations and finalization of its Class III PMA application. The sale of additional equity or convertible debt securities would be dilutive to our shareholders. In addition, economic conditions and actions by policymaking bodies are contributing to rising interest rates and significant capital market volatility, which, along with increases in our borrowing levels, could increase our future borrowing costs.

Cash Flows

The Company’s cash on hand at ~~March~~September 3130, ~~2024~~2025 and December 31, ~~2023~~2024 was $8018,~~882~~376 and $95168,~~420~~883, respectively.

~~The~~Comparison ~~following table summarizes selected items from our statements~~ of ~~cash flows for~~ the ~~three~~Nine ~~months~~Months ~~ended~~Ended ~~March~~September 3130, ~~2024~~2025 and ~~2023:~~2024

	For the Three MonthsEnded March 31,
	2024			2023
Net cash used in operating activities	$	(405,763	)	$	(548,141	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		391,225			566,719
Net increase (decrease) in cash and cash equivalents	$	(14,538	)	$	18,578

The following table summarizes selected items from our statements of cash flows for the nine months ended September 30, 2025 and 2024:

28 Table of Contents

	For the Nine Months Ended September 30,
	2025			2024
Net cash used in operating activities	$	(633,815	)	$	(1,013,278	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		483,308			961,641

Net increase (decrease) in cash and cash equivalents	$	(150,507	)	$	(51,637	)

Net Cash Used in Operating Activities

Net cash used in operating activities for the ~~three~~nine months ended ~~March~~September 3130, ~~2024~~2025 was $~~405~~633,~~763~~815. The Company had a net loss of $~~451~~2,~~938 offset by amortization expense of $1~~132,~~012~~440, amortization of right-of-use asset of $~~346~~460, aand ~~decrease~~an increase in prepaid and other current assets of $71,~~632~~953 offset by stock for services and compensation of $1,120,125, amortization expense of $3,037, an increase in ~~accrued~~accounts ~~liabilities~~payable -and ~~related~~accrued ~~party~~expenses of $49237,~~481. The~~916, ~~Company~~an ~~also~~increase ~~had~~in aaccrued ~~decrease~~liabilities in- ~~accounts~~related ~~payable~~party of $65,193 and an increase in accrued ~~expenses~~compensation of $1274,~~296~~767.

Net cash used in operating activities for the three months ended March 31, 2023 was $548,141. The Company had net loss of $1,142,706 offset by amortization expense of $1,012, amortization of debt discount of $8,775, stock issued for litigation settlement of $462,500 and a loss on debt settlement of $60,938, a decrease in inventory of $1,132, a decrease in prepaid and other current assets of $7,684, an increase in accounts payable and accrued liabilities of $28~~,643~~ ~~and~~Table ~~an increase in accrued liabilities - related party~~ of ~~$123,881. The Company also had a decrease in accrued litigation settlement of $100,000.~~Contents

Net cash used in operating activities for the nine months ended September 30, 2024 was $1,013,278. The Company had a net loss of $1,187,621 and a gain on settlement of debt of $115,085 offset by amortization expense of $3,038, write-off of inventory of $33,598, amortization of right-of-use asset of $582, a decrease in prepaid and other current assets of $2,896, an increase in accrued liabilities - related party of $195,193 and an increase in accounts payable and accrued expenses of $54,121.

Net Cash Used in Investing Activities

The Company did not have any investing activities during the ~~three~~nine months ended ~~March~~September 3130, ~~2024~~2025 and ~~2023~~September 30, 2024.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the ~~three~~nine months ended ~~March~~September 3130, ~~2024~~2025 was $~~391~~483,~~225~~308. This was due to the result of the Company receiving proceeds of $~~395~~420,~~425~~000 from convertible notes, receiving net proceeds of $63,308 from the sale of common stock, receiving advances from related party of $20,000 offset by ~~payment~~repayment of ~~offering~~advances ~~costs~~from related party of $420,~~200~~000.

Net cash provided by financing activities for the ~~three~~nine months ended ~~March~~September 3130, ~~2023~~2024 was $~~566~~961,~~719~~641. This was due to the result of the Company receiving ~~$578,855~~net in proceeds of $811,841 from the sale of common stock ~~offset~~and ~~by payment of offerings costs of~~ $3150,000 ~~and~~in ~~payments~~proceeds offrom ~~$9,136 on~~ a ~~loan~~note payable.

~~Off-Balance~~Comparison ~~Sheet~~for ~~Arrangements~~the Years Ended December 31, 2024 and 2023

AsThe following table summarizes selected items from our statements of ~~March~~cash ~~31,~~flows ~~2024,~~for wethe ~~have~~years noended ~~off-balance~~December ~~sheet~~31, ~~arrangements.~~2024 and 2023:

29 Table of Contents

	For the Year Ended December 31,
	2024			2023
Net cash used in operating activities	$	(1,194,716	)	$	(2,200,645	)
Net cash used in investing activities		-			(2,850	)
Net cash provided by financing activities		1,268,179			2,285,538

Net increase (decrease) in cash and cash equivalents	$	73,463		$	82,043

For the Years Ended December 31, 2023 and 2022

As of December 31, 2023, the Company had a negative working capital of $1,798,558. The Company has not yet attained a level of operations, and for the foreseeable future will not achieve commercial operations, which will allow it to meet its current overhead expense obligations. The report of our independent registered public accounting firm on our 2023 and 2022 financial statements includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The Company generated minimal revenues during the year ended December 31, 2022 and no revenue during the year ended December 31, 2023 due to focusing its capital and resources towards seeking a Class III PMA for its HemoStyp technology. There can be no assurance that adequate financing will continue to be available to the Company and, if available, on terms that are favorable to the Company. Our ability to continue as a going concern is also dependent on many events outside of our direct control, including, among other things, our ability to achieve our business goals and objectives, as well as improvement in the economic climate.

As of December 31, 2023, the Company had received approximately $2,700,000 in proceeds from sales of common stock to White Lion under the CSPA, which the Company has used to pay for its operations and finalization of its Class III PMA application.

Cash Flows

The Company’s cash on hand as of December 31, 2023 and 2022 was $95,420 and $13,377, respectively.

The following table summarizes selected items from our statements of cash flows for the years ended December 31, 2023 and 2022:

	2023			2022
Net cash used in operating activities	$	(2,200,645	)	$	(619,720	)
Net cash used in investing activities		(2,850	)		(40,500	)
Net cash provided by financing activities		2,285,538			651,798
Net increase (decrease) in cash and cash equivalents	$	82,043		$	(8,422	)

Net Cash Provided by (Used in) Operating Activities

Net cash used in operating activities for the year ended December 31, ~~2023~~2024 was $21,~~200~~194,~~645~~716. The Company had a net loss of $2,~~623~~001,~~267~~733 ~~offset~~and bya ~~amortization~~gain ~~expense~~on ofsettlement ~~$4,050, amortization~~ of ~~right-of-use~~debt ~~asset~~ of $~~807~~115,085 ~~amortization~~offset ofby ~~debt~~amortization ~~discount~~expense of $324,~~992~~050, stock ~~issued~~ for ~~litigation~~services ~~settlement~~and compensation of $~~462~~375,~~500~~000, awrite-off ~~loss~~of oninventory ~~debt settlement~~ of $8033,~~532~~598, aamortization ~~decrease~~of inright-of-use ~~inventory~~asset of $1586,~~132,~~ a decrease in prepaid and other current assets of $~~128~~4, ~~and~~ an increase in accrued liabilities - related party of $~~272~~76,~~146.~~924, ~~The~~an ~~Company~~increase ~~also had a decrease~~ in ~~accounts payable and~~ accrued ~~expenses~~compensation of $~~131~~355,~~665~~750 and aan ~~decrease~~increase in ~~accrued~~accounts ~~litigation~~payable ~~settlement~~and accrued expenses of $~~300~~76,~~000~~190.

Net cash used in operating activities for the year ended December 31, ~~2022~~2023 was $~~619~~2,~~720~~200,645. The Company had a net loss of $12,~~687~~623,~~501~~267 ~~and $808,781 of non-cash income due to stock received and recorded as other income~~ offset by ~~stock~~amortization ~~for~~expense ~~services and compensation~~ of $~~483~~4,~~450~~050, amortization ~~expense~~of right-of-use asset of $4807,~~050,~~ amortization of debt discount of $1632,~~533~~992, ~~and~~stock issued for litigation settlement of $462,500, a loss on debt settlement of $~~209~~80,~~598.~~532, ~~The~~a ~~Company~~decrease ~~had~~in aninventory ~~increase~~of in$1,132, ~~accounts~~a ~~payable~~decrease in prepaid and ~~accrued~~other ~~expenses~~current assets of $~~638,721,~~128 and an increase in accrued liabilities - related party of $~~296~~53,~~872,~~569 and an increase in accrued ~~litigation~~compensation ~~settlement~~ of $~~280~~246,~~000,~~577. anThe ~~increase~~Company also had a decrease in ~~prepaid~~accounts payable and accrued expenses of $17159,~~932~~665 and ana ~~increase~~decrease in ~~inventory~~accrued litigation settlement of $34300,~~730~~000.

Net Cash ~~Used~~Provided by (Used in) Investing Activities

The Company did not have any investing activities during the year ended December 31, 2024.

The Company paid $2,850 related to a security deposit during the year ended December 31, 2023.

~~The~~29 ~~Company~~Table ~~paid~~of ~~$40,500 related to the patent application fees during the year ended December 31, 2022.~~Contents

30 Table of Contents

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities for the year ended December 31, 2024 was $1,268,179. This was due to the result of the Company receiving net proceeds of $863,579 from the sale of common stock offset by making payments of $11,400, proceeds of $66,000 from the sale of units, $200,000 in proceeds from a convertible note payable, and $150,000 in proceeds from a promissory note payable.

Net cash provided by financing activities for the year ended December 31, 2023 was $2,285,538. This was due to the result of the Company receiving net proceeds of $2,326,674 from the sale of stock offset by making payments of offering costs of $17,400, repayments of $19,136 on a loan payable, and repayments of $4,000 on a loan payable - related party.

Net cash provided by financing activities for the year ended December 31, 2022 was $651,798. This was due to the Company receiving $383,275 in proceeds from related parties, $175,887 in proceeds from the sale of stock, $93,000 in proceeds from convertible notes - related party and $392,975 in proceeds from convertible notes payable offset by making payments of $226,275 on loans payable - related party, $90,864 on a promissory note payable, $26,200 of offering costs and repurchasing $50,000 of common stock.

Off-Balance Sheet Arrangements

As of ~~December~~September 3130, ~~2023 and 2022~~2025, we ~~had~~have no off-balance sheet arrangements.

~~Related~~As ~~Parties~~of December 31, 2024 and 2023, we had no off-balance sheet arrangements.

Information concerning related party transactions is included in the financial statements and related notes, appearing elsewhere in this Prospectus, see Note 3. Related Party Transactions.

Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses in the financial statements and accompanying notes. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. Based on this definition, we have the critical accounting estimates identified below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results which are found in Note 2 -– Significant Accounting Policies of our 2024 Annual Report on Form 10-K and Note 2 – Significant Accounting Policies in the accompanying financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Stock-Based Compensation

The Company accounts for stock-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Stock-based compensation expense for employees and non-employees is measured at the grant date fair value. Stock-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.

3130 Table of Contents

BOARD OF DIRECTORS AND MANAGEMENT

Our directors and executive officers as of the filing date of this prospectus are as follows:

Name	Age	Position with Company
Brian Thom	5960	Chief Executive Officer, Principal Financial Officer, and Director
Kristofer Heaton	46	Vice President of Finance (principal financial officer)
Robert Denser	54	Director
Robert Denser	53	Director

Our directors hold office for one-year terms and serve until their successors have been elected and qualified. Our officers are appointed annually and serve at the discretion of the Board.

Directors and Executive Officers

Brian Thom was appointed as Chief Executive Officer effective December 1, 2020 and joined our Board as a Director on January 1, 2021. Effective June 12, 2025, Mr. Thom was appointed as the acting Principal Financial Officer of the Company. Mr. Thom has served as a consultant to the Company since April 2020 overseeing finance and business development activities and has served as external financial advisor to the Company since 2018. He brings over 20 years of corporate finance experience and a successful track record of helping fast growing companies across a broad range of industries to raise capital and create shareholder value. Over the course of his career he spent a decade with JPMorgan’s global Mergers and Acquisitions group and five years leading the Americas Corporate Finance group with Société Générale, a multi-national European investment bank, among other entrepreneurial pursuits.

~~Kristofer~~Robert ~~Heaton~~J. ~~was~~Denser ~~brought~~has onserved as a Director of the ~~Vice~~Company ~~President~~since ofNovember ~~Finance~~2014. Over the past 10 years, his main focus has been to assist federal and ~~Principal~~state ~~Financial~~agencies, ~~Officer~~first inresponders, ~~December~~EMS ~~2020.~~agencies Mrand hospitals with their planning and procurement of the necessary medical equipment needed to be adequately prepared for any type of natural or man-made disaster. ~~Heaton~~This isincludes aworking ~~CPA~~with ~~designation~~the Medical Directors and ~~began~~their ~~his~~teams ~~career~~from inthe ~~commercial~~State ~~banking~~of California and Los Angeles County with the development and fulfillment of a ~~bank~~$60 inmillion ~~Salt~~project ~~Lake~~that ~~City~~will ingive ~~2004~~hospitals the caches of medical equipment needed to properly respond to the surge of patients that will result from a disaster. InFor ~~2006~~the past five years, heMr. ~~moved~~Denser tohas ~~public~~been ~~accounting~~a member of ETL Response, LLC and ~~gained~~has ~~experience~~been in ~~various~~the ~~industries~~role ~~while~~of ~~working~~Director ~~for~~of ~~various~~Sales ~~firms~~and Finance. In this role he coordinates all ETL projects as needed. ETL Response. Mr. ~~Heaton~~Denser’s ~~founded~~background ~~his~~experience ~~own~~also ~~accounting~~includes ~~firm~~direct inaccess ~~2015~~to ~~which~~key ~~specializes~~decision inmakers ~~audits~~within ofthe ~~public~~VA ~~companies~~hospital system, as well as federal and ~~has~~private ~~provided~~disaster ~~non-audit~~response ~~accounting~~agencies, like FEMA and ~~administrative~~the ~~services~~Red toCross, that are on the ~~Company~~front ~~since~~lines ~~2017~~of any disaster.

Robert J. Denser has served as a Director of the Company since November 2014. Over the past 10 years his main focus has been to assist federal and state agencies, first responders, EMS agencies and hospitals with their planning and procurement of the necessary medical equipment needed to be adequately prepared for any type of natural or man-made disaster. This includes working with the Medical Directors and their teams from the State of California and Los Angeles County with the development and fulfillment of a $60 million project that will give hospitals the caches of medical equipment needed to properly respond to the surge of patients that will result from a disaster. For the past five years Mr. Denser has been a member of ETL Response, LLC and has been in the role of Director of Sales and Finance. In this role he coordinates all ETL projects as needed. ETL Response. Mr. Denser’s background experience also includes direct access to key decision makers within the VA hospital system, as well as federal and private disaster response agencies, like FEMA and the Red Cross, that are on the front lines of any disaster.

Directors’ and Officers’ Liability Insurance

We are currently seeking to obtain directors’ and officers’ liability insurance against any liability for acts or omissions in their capacities as directors or officers, subject to certain exclusions. Such insurance also would insure us against losses, which we may incur in indemnifying our officers and directors. In addition, we may enter into indemnification agreements with key officers and directors and such persons shall also have indemnification rights under applicable laws, and our certificate of incorporation and bylaws.

32 Table of Contents

Corporate Governance

Our business, property and affairs are managed by, or under the direction of, our Board, in accordance with the General Corporation Law of the State of Nevada and our ~~Bylaws~~By-Laws. Members of the Board are kept informed of our business through discussions with the Chief Executive Officer and other key members of management, by reviewing materials provided to them by management.

We continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active in evaluating or setting best practices for corporate governance of public companies. Based on this review, we have adopted, and will continue to adopt, changes that the Board believes are the appropriate corporate governance policies and practices for our Company. We have adopted changes and will continue to adopt changes, as appropriate, to comply with the Sarbanes-Oxley Act of 2002 and subsequent rule changes made by the SEC and any applicable securities exchange.

Table of Contents

Director Qualifications and Diversity

The Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the board’s deliberations and decisions. Candidates shall have substantial experience with one or more publicly traded companies or shall have achieved a high level of distinction in their chosen fields. The Board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in the medical device and health care industries.

In evaluating Director candidates, our Board also looks for certain personal attributes, such as integrity, ability and willingness to apply sound and independent business judgment, comprehensive understanding of a director’s role in corporate governance, availability for meetings and consultation on Company matters, and the willingness to assume and carry out fiduciary responsibilities. Qualified candidates for membership on the Board will be considered without regard to race, color, religion, sex, ancestry, national origin or disability.

Risk Oversight

Enterprise risks are identified and prioritized by management and each prioritized risk is assigned to the full board for oversight. These risks include, without limitation, the following:

	·	Risks and exposures associated with strategic, financial and execution risks and other current matters that may present material risk to our operations, plans, prospects or reputation.

	·	Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters.

	·	Risks and exposures relating to corporate governance; and management and director succession planning.

	·	Risks and exposures associated with leadership assessment, and compensation programs and arrangements, including incentive plans.

Board Leadership Structure

In accordance with the Company’s Bylaws, the Chairman of the Board presides at all meetings of the Board. ~~The position of Chairman of the Board of the Company was held by Douglas Beplate until his resignation as a director effective on February 28, 2022.~~ Mr. Thom holds the position of Chief Executive Officer and currently is serving as Chairman [Pro Tem]. The Company has no fixed policy with respect to the separation of the offices of the Chairman of the Board and Chief Executive Officer.

Code of Ethics

We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Exchange Act. This Code of Ethics applies to our directors and senior officers, such as the principal executive officer, principal financial officer and persons performing similar functions. Our Code of Ethics is available on our website.

33 Table of Contents

Committees

As of the ~~filing~~ date of this prospectus, the Board of Directors has no committees. Robert Denser may be deemed an independent director of the Company as that term is defined under Nasdaq Rule 5605(a)(2). Mr. Denser is not deemed to be a financial expert. The term “Financial Expert” is defined under the Sarbanes-Oxley Act of 2002, as amended, as a person who has the following attributes: an understanding of generally accepted accounting principles and financial statements; has the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the company’s financial statements, or experience actively supervising one or more persons engaged in such activities; an understanding of internal controls and procedures for financial reporting; and an understanding of audit committee functions.

Table of Contents

Insider Trading Policy

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Such policies and procedures are available on our website.

Section 16(a) Reports

~~The~~Section ~~rules~~16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors, and persons who own more than 10% of a registered class of our equity securities, to file with the Securities and Exchange Commission reports of ownership of our securities and changes in reported ownership. Executive officers, directors and greater than 10% beneficial owners are required by SEC rules to furnish us with copies of all Section 16(a) reports they file. The SEC rules require us to disclose late filings of reports of stock ownership and changes in stock ownership by our directors, officers and ~~ten~~10% ~~percent~~ shareholders. To our knowledge, based solely on our review of (a) the copies of such reports and amendments thereto furnished to us and (b) written representations that no other reports were required, during our fiscal year ended December 31, ~~2023~~2024, all of the ~~filings~~Section ~~for~~16(a) filing requirements applicable to our officers, directors and ~~ten~~10% ~~percent~~ shareholders ~~were~~have ~~made~~been ~~on a timely basis~~met.

Family Relationships

None.

Communications with the Board of Directors

Stockholders may communicate with the Board of Directors by sending a letter to United Health Products, Inc. Board of Directors, c/o our principal executive office at 520 Fellowship Road, Suite #D-406, Mt. Laurel, NJ 08054. Our management will receive the correspondence and forward it to the Chairman or to any individual director or directors to whom the communication is directed, unless the communication is unduly hostile, threatening or illegal, does not reasonably relate to the Company or its business, or is similarly inappropriate. The Chairman of the Board has the authority to discard or disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

3433 Table of Contents

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the overall compensation earned over the fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023 by (1) each person who served as the principal executive officer of the Company during fiscal year ~~2023~~2024; (2) our most highly compensated (up to a maximum of two) executive officers as of December 31, ~~2023~~2024 with compensation during fiscal year ended ~~2023~~2024 of $100,000 or more; and (3) those individuals, if any, who would have otherwise been included in section (2) above but for the fact that they were not serving as an executive officer as of December 31, ~~2023~~2024.

Name and Principal Position		FiscalYear	~~FiscalYear~~Salary($)(4)		~~Salary($)(5)~~		Bonus($)		~~Bonus($)~~		Stock Awards($)(1)		~~Stock Awards($)(1)~~		Options Awards($)(1)		~~Options Awards($)(1)~~			Non-Equity Incentive Plan Compensation ($)	~~Non-Equity Incentive Plan Compensation ($)~~		All Other Compensation($)(2)(3)		~~All Other Compensation($)(2)(3)~~		Total ($)		~~Total ($)~~
Brian Thom		2024	~~2023~~$	198,000	$	~~253,688~~	$	-0-	$	-	$	-0-	$	-	$	-0-	$	-	$	-0-	$	-	$	-0-	$	-	$	198,000	$	~~253,688~~
Chief Executive Officer			2022		$	238,500			$	-			$	-			$	-			$	-			$	-			$	238,500
Chief Executive Officer and Principal Financial Officer		2023	$	253,688			$	-0-			$	-0-			$	-0-			$	-0-			$	-0-			$	253,688
Kristofer Heaton		2024	~~2023~~$	165,000	$	~~211,406~~	$	-0-	$	-	$	-0-	$	-	$	-0-	$	-	$	-0-	$	-	$	-0-	$	-	$	165,000	$	~~211,406~~
Principal Financial Officer			2022		$	198,750			$	-			$	-			$	-			$	-			$	-			$	198,750
Former Principal Financial Officer (5)		2023	$	211,406			$	-0-			$	-0-			$	-0-			$	-0-			$	-0-			$	211,406
Louis Schiliro			2023		$	198,000			$	-			$	-			$	-			$	-			$	-			$	198,000
	(4)		2022		$	238,500			$	-			$	-			$	-			$	-			$	-			$	238,500

~~__________________________________~~(1) FASB ASC Topic 718 requires the company to determine the overall full grant date fair value of the restricted stock awards and options as of the date of grant based upon the Black-Scholes method of valuation which total amounts are set forth in the table above under the year of grant, and to then expense that value over the service period over which the restricted stock awards and options become vested. As a general rule, for time-in-service-based restricted stock awards and options, the company will immediately expense any restricted stock awards and option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the restricted stock awards and options. For a description FASB ASC Topic 718 and the assumptions used in determining the value of the restricted stock awards and options under the Black-Scholes model of valuation, see the notes to the financial statements beginning on page F-1.

(1)	FASB ASC Topic 718 requires the company to determine the overall full grant date fair value of the restricted stock awards and options as of the date of grant based upon the Black-Scholes method of valuation which total amounts are set forth in the table above under the year of grant, and to then expense that value over the service period over which the restricted stock awards and options become vested. As a general rule, for time-in-service-based restricted stock awards and options, the company will immediately expense any restricted stock awards and option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the restricted stock awards and options. For a description FASB ASC Topic 718 and the assumptions used in determining the value of the restricted stock awards and options under the Black-Scholes model of valuation, see the notes to the financial statements included with this prospectus.
(2)	Includes all other compensation not reported in the preceding columns, including (i) perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (ii) any “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes; (iii) discounts from market price with respect to securities purchased from the company except to the extent available generally to all security holders or to all salaried employees; (iv) any amounts paid or accrued in connection with any termination (including without limitation through retirement, resignation, severance or constructive termination, including change of responsibilities) or change in control; (v) contributions to vested and unvested defined contribution plans; (vi) any insurance premiums paid by, or on behalf of, the company relating to life insurance for the benefit of the named executive officer; and (vii) any dividends or other earnings paid on stock or option awards that are not factored into the grant date fair value required to be reported in a preceding column.
(3)	Includes compensation for service as a director described under Director Compensation, below.
(4)	Mr. Schiliro resigned as Chief Operating Officer and a director of the Company effective on February 28, 2022. Mr. Schiliro continues in the non-officer position of Director of Operations with the Company with a focus on the Company’s FDA PMA application, new product and format development, R&D and manufacturing.
(5)	For the year ended December 31, 2023, the amounts include the grant date fair value of $55,688 of stock compensation received in lieu of cash and $66,000 of accrued compensation to Mr. Thom and the grant date fair value of $46,406 of stock compensation received in lieu of cash and $68,750 of accrued compensation for Mr. Heaton. For the year ended December 31, 2022, the amounts include the grant date fair value of $193,500 of stock compensation received in lieu of cash and $45,000 of accrued compensation to Mr. Thom and Mr. Schiliro and the grant date fair value of $161,250 of stock compensation received in lieu of cash and $37,500 of accrued compensation for Mr. Heaton.

Table of Contents

35 Table of Contents

(2)	Includes all other compensation not reported in the preceding columns, including (i) perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (ii) any “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes; (iii) discounts from market price with respect to securities purchased from the company except to the extent available generally to all security holders or to all salaried employees; (iv) any amounts paid or accrued in connection with any termination (including without limitation through retirement, resignation, severance or constructive termination, including change of responsibilities) or change in control; (v) contributions to vested and unvested defined contribution plans; (vi) any insurance premiums paid by, or on behalf of, the company relating to life insurance for the benefit of the named executive officer; and (vii) any dividends or other earnings paid on stock or option awards that are not factored into the grant date fair value required to be reported in a preceding column.

(3)	Includes compensation for service as a director described under Director Compensation, below.

(4)	For the year ended December 31, 2023, the amounts include the grant date fair value of $55,688 of stock compensation received in lieu of cash and $66,000 of accrued compensation to Mr. Thom and the grant date fair value of $46,406 of stock compensation received in lieu of cash and $68,750 of accrued compensation for Mr. Heaton.

(5)	Kristofer Heaton resigned from the positions of Vice President of Finance and Principal Financial Officer effective on June 12, 2025.

For a description of the material terms of each named executive officers’ compensation arrangements, including the terms of any contract, agreement, plan or other arrangement that provides for any payment to a named executive officer in connection with his or her resignation, retirement or other termination, or a change in control of the company see section below entitled “Compensation Arrangements.”

No outstanding common share purchase option or other equity-based award granted to or held by any named executive officer were repriced or otherwise materially modified, including extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined, nor was there any waiver or modification of any specified performance target, goal or condition to payout, other than as described below.

Stock Awards - Restricted Stock Units

During the year ended December 31, 2022, Mr. Thom’s original RSU Agreement was amended. The amendment increased the amount of RSU’s granted from 11,500,000 to 13,225,000. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones.

Compensation Agreements

~~Messrs~~Mr. Thom ~~and~~is ~~Heaton are~~ being compensated at the monthly rate of $16,500 ~~and $13~~,~~750~~ ~~respectively,~~ pursuant to ~~services~~a ~~agreements entered with each of them. Mr. Schiliro was being compensated at the monthly rate of $15,000 pursuant to~~ services agreement ~~in his capacity as Chief Operating Officer until his resignation from that position effective on February 28, 2022~~. ~~Mr. Schiliro holds the non-officer position of Director of Operations with the Company with compensation at the rate of $16,500 per month.~~

3635 Table of Contents

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth all outstanding equity awards held by our named executive officers as of December 31, ~~2023~~2024.

	Option Awards								Stock Awards
Name	Number of Securities Underlying UnexercisedOptions (#)Exercisable		Number of Securities Underlying UnexercisedOptions (#)Unexercisable		Option Exercise Price($)		OptionExpirationDate		Number of Shares or Units That Have Not Vested(#)		Market Value of Shares or Units of Stock That Have Not Vested($) (1)
Brian Thom,		-		-	$	-		-		13,225,000	$	0.43
CEO
CEO & Principal Financial Officer
Kristofer Heaton,		-		-	$	-		-
Principal Financial Officer										325,000	$	0.71
Former Principal Financial Officer										325,000	$	0.71
										400,000	$	1.00
										400,000	$	1.20

_____________

(1)	Market value is based on the stock price on the day the Restricted Stock Unit agreement or amendment was entered into.

The Company does not have any adopted policies and practices on the timing of equity incentive awards or grants in relation to the disclosure of material nonpublic information by the Company. The Company does not have a predetermined schedule as to if or when the Company’s Board of Directors grants or awards equity incentives to the Company’s executive officers, employees or members of the Board of Directors. The Board of Directors takes material nonpublic information into account when determining the timing and terms of awards and grants, and whether any disclosure of material nonpublic information is timed for the purpose of affecting the value of executive compensation, and will, in these instances, delay the grant of awards if material news is expected to be made public based on discussions with management.

The Company, during the last completed fiscal year, did not award options or other equity incentives to a named executive officer in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material nonpublic information, and ending one business day after the filing or furnishing of such report.

Table of Contents

DIRECTOR COMPENSATION

The following table sets forth certain information concerning the compensation paid to our directors (not named as an executive officer) ~~above~~ for services rendered to us during the fiscal year ended December 31, ~~2023~~2024.

Name

Fees Earned or

Paid in Cash ($)

Stock

Awards (1) (2)

Option

Awards

Total

Robert Denser

(1)

FASB ASC Topic 718 requires the company to determine the overall full grant date fair value of the restricted stock awards and options as of the date of grant based upon the Black-Scholes method of valuation which total amounts are set forth in the table above under the year of grant, and to then expense that value over the service period over which the restricted stock awards and options become vested. As a general rule, for time-in-service-based restricted stock awards and options, the company will immediately expense any restricted stock awards and option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the restricted stock awards and options. For a description FASB ASC Topic 718 and the assumptions used in determining the value of the restricted stock awards and options under the Black-Scholes model of valuation, see the notes to the financial statements ~~included~~beginning ~~with~~on ~~this~~page ~~prospectus~~F-1.

(2)

During the year ended December 31, 2022, the Board of Directors approved an RSU Agreement to grant 1,000,000 RSU’s to Mr. Denser, which vest according to certain performance conditions as discussed in the financial statements. The grant date fair value of the RSU’s granted assuming all performance conditions are met would be $430,000.

Cash Fees and Options

Currently the Company has no audit, compensation, corporate governance, nominating or other committee of the Board of Directors. No cash fees have been paid to board members for serving on the board.

37 Table of Contents

During the year ended December 31, 2022, the Board of Directors approved an RSU Agreement in which Robert Denser, Director was granted 1,000,000 RSU’s which are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones.

Travel Expenses

All directors are entitled to be reimbursed for their reasonable out-of-pocket expenses associated with attending director and shareholder meetings in person.

Review of Risks Arising from Compensation Policies and Practices

We have reviewed our compensation policies and practices for all employees and concluded that any risks arising from our policies and practices are not reasonably likely to have a material adverse effect on the Company.

3837 Table of Contents

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Convertible Notes Payable

AsDuring ofthe year ended December 31, ~~2023~~2022, ~~and~~Brian ~~2022~~Thom, the Company’s Chief Executive Officer, converted $372,000 of a loan payable balance to a convertible ~~notes~~note payable. -The ~~related~~unpaid ~~parties~~accrued ~~(net~~interest on the loan payable was transferred to the convertible note payable. The note had an interest rate of ~~debt~~10%, an original issue discount (“OID”) ~~totaled~~of 7% and had a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $~~500~~0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $28,000 of a debt discount related to the OID. As of September 30, 2025 and December 31, 2024, the remaining unamortized debt discount was $~~478~~0 and $0,~~331~~ respectively. Accrued interest associated with the note was $191,919 and $139,334 as of September 30, 2025 and December 31, 2024, respectively.

During the year ended December 31, 2022, ~~Brian~~Robert ~~Thom~~Denser, ~~the~~a ~~Company’s~~Director ~~Chief~~of ~~Executive~~the ~~Officer~~Company, ~~converted~~loaned the Company $~~372~~93,000 ofthrough a ~~loan payable balance to a~~ convertible note ~~payable~~. The ~~unpaid accrued interest on the loan payable was transferred to the convertible~~ note ~~payable. The note~~ had an interest rate of 10%, an ~~original issue discount (“~~OID”) of 7% and had a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $287,000 of a debt discount related to the OID. As of ~~December~~September 3130, ~~2023~~2025 and December 31, ~~2022~~2024, the remaining unamortized debt discount was $0 and $160,~~998,~~ respectively. Accrued interest associated with the note was $7741,~~287~~923 and $3329,~~897~~315 as of ~~December~~September 3130, ~~2023~~2025 and ~~2022~~December 31, 2024, respectively.

~~During~~On ~~the year ended~~ December 3115, ~~2022~~2023, ~~Robert Denser, a Director of~~ the Company, ~~loaned~~entered ~~the~~into ~~Company~~amendments ~~$93,000~~on ~~through~~the aabove convertible ~~note. The note had an interest rate of 10%~~notes, anwhich ~~OID~~extended ofthe ~~7% and had a~~ maturity date ofto December 31, ~~2023.~~2024 ~~The~~and ~~note~~increased ~~is convertible into common stock of~~ the ~~Company~~interest atrate ~~$0.35~~from ~~per~~10% ~~share.~~to ~~In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share~~13%, ~~the~~effective ~~conversion~~January ~~price shall be reduced to equal such lower issue price per share. The Company recorded $7~~1,~~000~~ ~~of a debt discount related to the OID~~2024. AsOn of December 3120, ~~2023 and December 31~~2024, ~~2022,~~ the ~~remaining~~Company ~~unamortized~~entered ~~debt~~into ~~discount~~amendments ~~was~~on $0the ~~and~~above $4convertible notes,~~671,~~ ~~respectively.~~which ~~Accrued~~extended ~~interest associated with~~ the ~~note~~maturity ~~was~~date ~~$14,438~~to ~~and $4,034 as of~~ December 31, ~~2023 and 2022, respectively~~2026.

On ~~December~~October 1514, ~~2023~~2025, the Company ~~entered~~issued ~~into~~a ~~amendments~~non-interest onbearing ~~the~~promissory ~~above~~note ~~convertible~~to ~~notes~~Brian Thom, ~~which~~our ~~extended~~Chief ~~the~~Executive ~~maturity~~Officer ~~date~~and toPrincipal ~~December~~Financial 31Officer, ~~2024~~with a principal amount of $250,000 to fund expenses related to a private placement and ~~increased~~for general corporate purposes. If not repaid by February 14, 2026, the ~~interest~~lender ~~rate~~may, ~~from~~at 10his discretion, demand that not less than 25% of the net proceeds of any external capital raising activity (including but not limited to ~~13%,~~equity ~~effective~~placements ~~January~~under 1,the ~~2024~~AMPA) be applied towards the repayment of the note until the note is repaid in full; subject to any limitations on such payments(s) expressly set forth in the agreements or instruments of any external capital raising activities.

Interest expense -– related party on the above convertible notes payable was $7521,~~684~~731 ~~(including~~and $2119,~~669~~231 ofduring ~~debt~~the ~~discount~~three ~~amortization~~months ~~related~~ended toSeptember ~~the~~30, ~~OID)~~2025 and ~~$36~~2024,~~531~~ ~~(including~~respectively. ~~$13,331~~Interest ofexpense ~~debt~~– ~~discount~~related ~~amortization)~~party on the above convertible notes payable was $65,193 and $57,693 during the ~~year~~nine months ended ~~December~~September 3130, ~~2023~~2025 and ~~2022~~2024, respectively. Accrued interest -– related party due to these convertible notes was $91233,~~725~~842 and $37168,~~931~~649, as of ~~December~~September 3130, ~~2023~~2025 and ~~2022~~December 31, 2024, respectively and has been recorded in accrued liabilities – related parties on the balance sheet.

~~Loans~~The following represents the future aggregate maturities as of September 30, 2025 of the Company’s Convertible Notes Payable~~/Advances~~ – Related Parties:

As of December 31, 2023 and 2022, loans payable - related parties totaled $0 and $4,000, respectively.

Fiscal Year	Amount
2025 (remaining)	$	-
2026		500,000
Total	$	500,000

~~During~~Accrued the year ended December 31, 2022, Mr. Thom loaned the Company $315,000 to pay for operating expenses. The loans had an interest rate of 10% and was due on demand. The Company repaid $118,000 in principal and $6,569 of accrued interest and $372,000 of principal was converted to a convertible note payable and any unpaid accrued interest was transferred to the convertible note payable as mentioned above. The outstanding principal balance and accrued interest owed to Mr. Thom on the loan payable was $0 as of December 31, 2022.liabilities

During the ~~year~~nine months ended ~~December~~September 3130, ~~2022~~2025, ~~Mr.~~the ~~Schiliro,~~Company’s ~~loaned~~Chief Executive Officer advanced the Company $6420,~~275~~000 to pay for operating expenses., ~~The~~which ~~loan~~was ~~had~~unsecured, an non-interest ~~rate~~bearing ~~of 10%~~ and ~~was~~ due on demand. ~~The~~During ~~Company~~the ~~repaid~~nine ~~$108,275~~months inended ~~principal~~September ~~($44~~30,~~000~~ of2025 ~~principal~~the ~~was~~Company ~~owed~~repaid ~~as of December 31, 2021) and~~ $520,~~802~~000 of ~~accrued~~the ~~interest~~advance ~~leaving~~resulting in a ~~balance of~~ $0 onadvance ~~the~~balance ~~loan~~recorded ~~payable~~in ~~and~~ accrued ~~interest~~liabilities ~~owed~~-related toparties ~~Mr.~~on ~~Schiliro~~the balance sheet as of ~~December~~September 3130, ~~2022~~2025.

During the year ended December 31, 2022, Kristofer Heaton, the former Principal Financial Officer, loaned the Company $4,000 to pay for operating expenses. The loan had an interest rate of 10% and was due on demand. During the year ended December 31, 2023, the Company repaid $4,000 of principal and $446 of accrued interest leaving a balance of $0 as of December 31, 2023.

Interest expense -– related party on the above ~~loans~~loan was $~~222~~0 and $~~25,292~~222 during the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively. Accrued interest -– related party as of December 31, ~~2023~~2024 and ~~2022~~2023 was $0 ~~and $224, respectively~~.

39Equity ~~Table of Contents~~transactions

Accrued Liabilities

As of December 31, 2023 and December 31, 2022, $134,750 and $127,500 of accrued compensation was due to the Company’s officers and management, respectively.

As of December 31, 2023 and December 31, 2022, $0 and $6,923 was owed to the Company’s officers and management for reimbursable expenses.

Equity Transactions

During the year ended December 31, 2022, the Company issued 300,000 shares of common stock each to Mr. Thom and Mr. Schiliro and 250,000 shares of common stock to Mr. Heaton for compensation in lieu of cash. The common stock had a total fair value of $344,250.

During the year ended December 31, 2022, the Company had accrued Mr. Thom’s 2022 first quarter compensation of $45,000 and during the second quarter of 2022, the Company issued 150,000 shares of common stock to Mr. Thom to settle the accrued compensation. The common stock had a fair value of $72,000 and the Company recorded $27,000 as a loss on settlement of debt.

During the year ended December 31, 2022, the Company had accrued Mr. Schiliro’s 2022 first quarter compensation of $45,000 and during the second quarter of 2022, the Company issued 150,000 shares of common stock to Mr. Schiliro for the accrued compensation. The common stock had a fair value of $72,000 and the Company recorded $27,000 as a loss on settlement of debt.

During the year ended December 31, 2022, the Company had accrued Mr. Heaton’s 2022 first quarter compensation of $37,500 and during the second quarter of 2022, the Company issued 125,000 shares of common stock to Mr. Heaton for the accrued compensation. The common stock had a fair value of $60,000 and the Company recorded $22,500 as a loss on settlement of debt.

During the year ended December 31, 2022, the Board of Directors approved an amendment to Mr. Thom’s RSU Agreement dated November 24, 2020. The amendment increased the number of RSU’s granted from 11,500,000 to 13,225,000. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones.

During the year ended December 31, 2022, the Board of Directors approved an RSU Agreement with Robert Denser, Director of the Board. The agreement grants Mr. Denser 1,000,000 RSU’s which are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones.

During the year ended December 31, 2022, the Company acquired 2,228,115 shares of common stock from its former Chief Executive Officer.

During the year ended December 31, 2023, the Company issued 1,204,688 shares of common stock with a fair value of $271,031 to its officers and management for $218,250 of accrued compensation, which resulted in $52,781 being recorded as a loss on settlement of debt.

All of the foregoing issuances were in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and such securities were issued with a restrictive legend.

Director Independence

Robert Denser is deemed by management to be an independent director of the Company as that term is defined under Nasdaq Rule 5605(a)(2).

4038 Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of ~~June~~January 2414, ~~2024~~2026, the Company had ~~248~~258,~~233~~690,~~222~~253 shares of ~~Common~~common ~~Stock~~stock outstanding. The only persons of record who presently hold or are known to own (or believed by the Company to own) beneficially more than 5% of the outstanding shares of such class of stock are listed below. The following table also sets forth certain information as to holdings of the Company’s ~~Common~~common ~~Stock~~stock of all officers and directors individually, and all officers and directors as a group.

Name and Address of Beneficial Owner (1)	Number ofCommonShares		Percentage
Officers and Directors
Brian Thom		1,054,671	*
Robert Denser		1,550,000	*
Kristofer Heaton		1,813,729	*
All directors and officers as a group (two persons)		2,604,671		1.01	%
All directors and officers as a group (three persons)		4,418,400		1.8	%
Stockholders
Wendy Beplate TTEE (2)		18,000,000		7.3	%
Wendy Beplate Irrevocable Grantor Trust (Trust) (2)		18,000,000		6.96	%

___________

* Represents less than 1%

Represents less than 1%

(1)

Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and is generally determined by voting powers and/or investment powers with respect to securities. Unless otherwise noted, all of such shares of common stock listed above are owned of record by each individual named as beneficial owner and such individual has sole voting and dispositive power with respect to the shares of common stock owned by each of them. Such person or entity’s percentage of ownership is determined by assuming that any options or convertible securities held by such person or entity, which are exercisable within sixty (60) days from the date hereof, have been exercised or converted as the case may be, but not for the purposes of determining the number of outstanding shares held by any other named beneficial owner. All addresses for officers and directors are c/o United Health Products, Inc., 520 Fellowship Road, Suite D-406, Mt. Laurel, NJ 08054.

(2)

Based on the Schedule 13D filed by the Wendy Beplate Irrevocable Grantor Trust (the “Wendy Beplate Trust”) with the SEC on December 12, 2024, the Wendy Beplate Trust has a Special Independent Trustee who exercises the sole voting and dipositive control over the Company Common Stock held in the Wendy Beplate Trust. The address of the Wendy Beplate Trust is c/o Suzanna Kolb, 5600 Spalding Drive, Unit 920085, Norcross, Georgia 30010-0085.

	(1)	Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and is generally determined by voting powers and/or investment powers with respect to securities. Unless otherwise noted, all of such shares of common stock listed above are owned of record by each individual named as beneficial owner and such individual has sole voting and dispositive power with respect to the shares of common stock owned by each of them. Such person or entity’s percentage of ownership is determined by assuming that any options or convertible securities held by such person or entity, which are exercisable within sixty (60) days from the date hereof, have been exercised or converted as the case may be, but not for the purposes of determining the number of outstanding shares held by any other named beneficial owner. All addresses for officers and directors are c/o United Health Products, Inc., 520 Fellowship Road, Suite #D-406, Mt. Laurel, NJ 08054.
	(2)	Wendy Beplate and Douglas Beplate are beneficiaries of the Wendy Beplate TTEE (the “Beplate Trust”). Pursuant to the terms of the Beplate Trust, an independent trustee exercises the sole voting and dipositive control over the holdings therein. The address of the Beplate Trust is 12481 Persons Road, Bow, Washington 98232.

Stock Bonuses

The Company ~~did~~paid ~~not~~no ~~pay~~ stock bonuses during the fiscal years ending December 31, ~~2023~~2024 and ~~2022~~2023.

4139 Table of Contents

Securities Authorized for Issuance under Equity Compensation Plans

The following table shows information, as of December 31, 2023, regarding shares of the Company’s common stock authorized for issuance under its equity compensation plans.

	Number of Securities to be IssuedUpon Exercise of OutstandingOptions, Warrants and Rights (a)			Weighted-Average Exercise Price ofOutstanding Options, Warrants andRights(1)($)(b)		Number of Securities RemainingAvailable for Future Issuance UnderEquity Compensation Plans(Excluding Securities Reflected inColumn (a)(c)
Equity compensation plans not approved by shareholders		47,665,000	(2)		-		475,000	(3)
Equity compensation plans approved by shareholders		-			-		-

	(1)	The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and do not reflect the shares that will be issued upon the vesting of outstanding RSU awards, which have no exercise price.
	(2)	This number includes the following: 47,665,000 shares subject to outstanding awards granted under individual Restricted Stock Unit Agreements, of which no shares were subject to outstanding options and 47,665,000 shares were subject to outstanding RSU awards.
	(3)	This number includes 475,000 shares available for issuance under the 2019 Plan.

On October 30, 2019, the Board of Directors approved the 2019 Employee Benefit and Consulting Services Compensation Plan (the “2019 Plan”) which has 2,000,000 shares that may be issued under said Plan. The 2019 Plan provides for the direct issuance of shares of common stock and the granting of non-statutory stock options or incentive stock options on terms established by the Board of Directors or committee thereof. The Plan has not been approved by the Company’s stockholders. The Company approved the issuance of 1,525,000 shares in November 2019 to certain persons who were then consultants, officers and directors. The Company has not issued any options under this 2019 Plan. There are currently 475,000 shares available for issuance under this 2019 Plan.

Separate from the 2013 and 2019 Plan, the Board of Directors has approved individual Restricted Stock Unit Agreements with certain consultants, officers and directors (including now former officers and directors) which represent an unvested aggregate amount of 47,665,000 as of December 31, 2023 and 2022, respectively, which upon vesting will result in the issuance of common shares. These include RSUs issued to officers and directors (including now former officers and directors) as described under the section “Equity Transactions” above.

42 Table of Contents

SELLING SECURITY HOLDER

This prospectus covers the possible resale offrom uptime to ~~15,000,000~~time ~~shares~~by ~~of our common stock issued or issuable to~~ the selling security holder, ~~which~~identified ~~represents~~in ~~Purchase~~the ~~Notice~~table ~~Shares that may be sold to White Lion~~below, atof ~~our direction under the CSPA. White Lion has agreed to invest~~ up to ~~$10,000,000~~an inaggregate ~~the Company through a series~~ of ~~common stock purchases over a 36-month term. Subject to the terms and conditions set forth in the CSPA~~25, ~~the Company has the right~~669,288 ~~but not the obligation to sell to White Lion~~ shares of ~~the~~our ~~Company’s~~ common stock ~~having an aggregate value of $10~~,~~000,000.~~ ~~Under~~which ~~the~~is ~~CSPA~~comprised ~~the Company may, in its sole discretion, and subject to the satisfaction~~ of: ~~certain~~(i) ~~conditions~~15, ~~deliver a series of purchase notices to White Lion for up to the $10,~~000,000 ~~in value of our~~ shares. As of ~~the~~common ~~date~~stock ofthat ~~this prospectus,~~ we ~~have~~may ~~previously~~sell ~~sold~~and aissue ~~total~~to ofAlumni ~~14,240,000~~from ~~shares~~time ofto ~~Common~~time ~~Stock~~ pursuant to the ~~CSPA,~~AMPA; ~~which~~(ii) ~~were registered for resale pursuant to~~ the ~~Prior Registration Statement on Form S-~~3, ~~Registration No. 333-267310~~484,321 inshares ~~exchange~~of ~~for~~our ~~gross~~common ~~proceeds~~stock toissuable upon the ~~Company~~exercise of ~~approximately~~the ~~$3,000,000~~Commitment Warrant; and ~~there~~(iii) ~~remains $~~7,~~000~~184,~~000 worth of~~ 967 shares of ~~our~~common ~~Common~~stock ~~Stock~~issuable ~~available~~upon ~~for~~the ~~future~~conversion ~~sales~~of tothe ~~White~~Convertible ~~Lion~~Note. ~~This~~Alumni ~~registration~~is ~~statement~~also onsometimes ~~Form~~referred ~~S-1~~to ~~registers~~in anthis ~~additional~~prospectus ~~15,000,000~~as ~~shares~~the ofselling ~~Common~~security ~~Stock for resale pursuant to the CSPA~~holder.

WeWith ~~are~~respect ~~registering~~to ~~15,000,000~~the shares inissuable ~~order~~pursuant to ~~permit~~the AMPA, the selling security holder is deemed to ~~offer~~be an “underwriter” within the ~~shares~~meaning ~~they~~of ~~purchase~~Section ~~from~~2(a)(11) usof ~~under~~the Securities Act. Any underwriters, broker-dealers or agents that participate in the ~~CSPA~~sale ~~for~~of ~~resale~~the ~~from~~Shares ~~time~~or tointerests ~~time.~~therein may also be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act.

The below table ~~below~~sets ~~lists~~forth certain information with respect to the selling security holder, ~~and~~including ~~other~~(a) ~~information~~the ~~regarding~~shares of our common stock beneficially owned by the ~~“beneficial~~selling ~~ownership”~~security ofholder prior to this offering, (b) the number of shares of our common stock being offered by the selling security holder. Inpursuant ~~accordance~~to ~~with~~this ~~Rule~~prospectus, ~~13d-3~~and of(c) the ~~Exchange~~selling ~~Act,~~security “holder’s beneficial ownership” ~~includes any shares~~ of our common stock ~~over~~after ~~which~~completion ~~the~~of ~~selling~~this ~~security~~offering, ~~holder~~assuming ~~has~~that ~~sole~~all orof ~~shared~~the ~~voting~~shares ~~power~~of orcommon ~~investment~~stock ~~power~~covered ~~and~~by ~~any~~this ~~shares~~prospectus (but none of ~~our~~the ~~common~~other ~~stock~~shares, if any, held by the selling security holder) ~~has~~is ~~the~~sold ~~right~~ to ~~acquire~~third ~~within~~parties 60in ~~days~~this offering.

The table is based on information supplied to us by the selling security holder. Beneficial and percentage ownership is andetermined ~~“underwriter”~~in ~~within~~accordance with the ~~meaning~~rules and regulations of ~~Section~~the 2(SEC, which is based on voting or investment power with respect to such shares, and this information does not necessarily indicate beneficial ownership for any other purpose. In accordance with SEC rules, in computing the number of shares beneficially owned by a~~)(11)~~ selling security holder, shares of ~~the~~common ~~Securities~~stock ~~Act~~subject to derivative securities held by that selling security holder that are currently exercisable or convertible, or that will be exercisable or convertible within 60 days after January 14, 2026, are deemed outstanding for purposes of such selling security holder, but not for any other selling security holder. The selling security holders’ percentage ownership in the table below is based on 258,690,253 shares of our common stock outstanding as of January 14, 2026.

The ~~second~~selling ~~column~~security ~~indicates~~holder ~~the~~may ~~number~~sell all, some or none of their shares of common stock ~~beneficially~~covered ~~owned~~ by ~~the~~this ~~selling~~prospectus. ~~security~~We ~~holder,~~do ~~based~~not onknow ~~its~~the ~~ownership~~number as of ~~June~~such 24shares, ~~2024.~~if ~~The~~any, ~~second~~that ~~column~~will ~~also~~be ~~assumes~~offered ~~the~~for ~~purchase~~sale ofor ~~all~~otherwise ~~shares~~disposed of ~~stock~~by tothe beselling ~~acquired~~security ~~under~~holder. ~~the~~Furthermore, ~~maximum~~since ~~number~~the ofdate ~~securities~~on towhich bewe ~~sold~~filed bythis ~~the~~prospectus, ~~Company to~~ the selling security holder may have sold, ~~without~~transferred ~~regard~~or todisposed ~~any~~of ~~limitations~~shares onof ~~purchase~~common ~~described~~stock incovered by this prospectus or in transactions exempt from the ~~CSPA~~registration requirements of the Securities Act. See “Plan of Distribution.”

The third column lists the shares of common stock being offered by this prospectus by the selling security holder.

Selling Security Holder

Number of

Shares

Beneficially

Owned

Before Offering⁽²⁾

Number of

Shares

Being Offered ⁽³⁾

Maximum Number of Shares

Beneficially

Owned

After Offering

Percentage of Shares

Beneficially

Owned

After

Offering (%)

Alumni Capital, LP ⁽¹⁾

3,484,321

25,669,288

The fourth column indicates the maximum amount of shares of common stock that would be beneficially owned by the selling security holder (assuming the sale of all shares offered hereby).

	(1)	The business address of Alumni Capital LP is 601 Brickell Key Dr. Suite 700, Miami, Fl 33131. The general partner of Alumni Capital LP is Alumni Capital GP LLC. Ashkan Mapar is the manager of Alumni Capital GP LLC and as such has voting and disposition control over the shares.

	(2)	Such shares of common stock are issuable upon exercise of the Commitment Warrant. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares of common stock that Alumni may be required to purchase under the AMPA, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the AMPA, the satisfaction of which are entirely outside of Alumni’s control, including the registration statement that includes this prospectus becoming and remaining effective.

	(3)	Consists of 15,000,000 shares of common stock that we may sell and issue to Alumni, from time to time, pursuant to AMPA; 3,484,321 shares of the Company’s common stock issuable upon exercise the Commitment Warrant; 7,184,967 shares of common stock issuable upon the conversion of the Convertible Note.

~~The~~40 ~~fifth~~Table ~~column indicates the percentage~~ of ~~shares of common stock that would be beneficially owned by the selling security holder (assuming the sale of all shares offered hereby).~~Contents

This prospectus covers the resale of shares of our common stock being offered by the selling security holder and any securities issued or then issuable upon any full anti-dilution protection, stock split, dividend or other distribution, recapitalization or similar event with respect to the shares of common stock.

Because the issuance price of the common stock may be adjusted, the number of shares of common stock that will actually be issued upon issuance of the common stock may be more or less than the number of shares of common stock being offered by this prospectus. The selling security holder can offer all, some or none of its shares of common stock, thus the number of shares of common stock it will hold after this offering is indeterminate. However, as stated above, the fourth and fifth columns assume that the selling security holder will sell all shares of common stock covered by this prospectus. See “Plan of Distribution.”

43 Table of Contents

Selling Security Holder		Number of Shares BeneficiallyOwnedBefore Offering(2)				Number of Shares Being Offered (3)				Maximum Number of Shares Beneficially OwnedAfter Offering				Percentage of Shares Beneficially Owned AfterOffering (%)
White Lion Capital, LLC (1)			-				15,000,000				0				0

	(1) (2)	Nathan Yee exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by White Lion. White Lion Capital LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that White Lion may be required to purchase under the CSPA because the issuance of such shares is solely at our discretion and subject to conditions, which are outside of White Lion’s control, including, but not limited to, the registration statement (of which this prospectus is a part) becoming and remaining effective. Additionally, the purchase price to be paid by White Lion for such shares is subject to certain agreed upon threshold limitations set forth in the CSPA.
	(3)	Although the CSPA provides that we may sell up to $10,000,000 of our common stock to White Lion (of which approximately $2,980,000 of shares have previously been sold to White Lion), we are only registering 15,000,000 shares of our common stock for resale under this prospectus, which represents the Purchase Notice Shares that may be sold to White Lion, at our direction under the CSPA. In connection with the CSPA, depending on the price per share that we sell our common stock to White Lion, we may need to sell more shares of our common stock than are registered for resale under this prospectus. If we chose to do so, we must first register for resale the additional shares. The total number of shares that White Lion offers for resale will depend upon the number of shares we ultimately sell to White Lion pursuant to the CSPA.

Purchases of our common stock by the selling security holder will be limited under the CSPA to the extent that the selling security holder together with its affiliates and attribution parties, may not beneficially own a number of shares of our common stock which would exceed 4.99% of our then outstanding shares of common stock following such purchase.

44 Table of Contents

PLAN OF DISTRIBUTION

We are registering the shares of common stock that are issuable to the selling security holder ~~under the CSPA,~~ to permit the resale of these shares of common stock by the selling security holder from time to time after the date of this prospectus. The registered common stock may be sold or distributed from time to time by the selling security holder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market price prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. ~~The selling security holder may use any one or more of the following methods when selling securities:~~

The selling security holder may use any one or more of the following methods when selling securities:

·	ordinary broker’s transactions;

·	transactions involving cross or block trades;

·	through brokers, dealers, or underwriters;

·	in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

·	in privately negotiated transactions;

·	any combination of the foregoing; or

·	any method permitted pursuant to applicable law.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

The selling security holder is deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

~~White~~The ~~Lion, the~~ selling security holder, may use an unaffiliated broker-dealer to effectuate some or all sales, if any, of the common stock that it may purchase from us ~~pursuant to the CSPA~~. These sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act.

Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the selling security holder and/or purchasers of our Common Stock for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor the selling ~~stockholder~~security holder can presently estimate the amount of compensation that any agent will receive.

We know of no existing arrangements between the selling security holder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from the selling security holder and any other required information.

We will pay a portion of the expenses incident to the registration, offering, and sale of the shares to ~~White Lion~~Alumni.

~~White~~Alumni ~~Lion~~has represented to us that at no time prior to the date of the AMPA and Securities Purchase Agreement has ~~agreed~~Alumni or its agents, representatives or affiliates engaged in ~~the~~or ~~CSPA~~effected, ~~that~~in noany manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock, ~~will~~which beestablishes ~~permitted~~a bynet ~~White~~short ~~Lion~~position orwith respect to our common stock. Alumni has agreed that during the term of the AMPA, neither Alumni Capital, nor any of its agents, representatives or affiliates. will enter into or effect, directly or indirectly, any of the foregoing transactions.

4541 Table of Contents

We have advised ~~White~~the ~~Lion~~selling security holder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling security holder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that all shares offered by this prospectus have been sold by White Lion or upon the termination of the CSPA, whichever occurs sooner.

The selling security holder and any broker-dealers or agents that are involved in selling the securities may be deemed “underwriters” within the meaning of the Securities Act in connection with such sales. Any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling security holder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

Because the selling security holder may be deemed to be an “underwriter” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The selling security holder has advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the Shares by the selling security holder.

The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

4642 Table of Contents

DESCRIPTION OF CAPITAL STOCK

The following description summarizes the material terms of our capital stock as of the date of this prospectus. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of our capital stock, you should refer to our certificate of incorporation and our bylaws. Please refer to “Where You Can Find More Information” below for directions on obtaining these documents. The summary below is also qualified by applicable provisions of Nevada law.

Common Stock

We are authorized to issue 300,000,000 shares of common stock, par value $0.001 per share. As of ~~June~~January 2414, ~~2024~~2026, we had ~~248~~258,~~233~~690,~~222~~253 shares of common stock issued and outstanding and approximately ~~401~~415 common stockholders of record.

Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, out of funds that we may legally use to pay dividends, subject to any preferential dividend rights of any outstanding series of preferred stock or series of preferred stock that we may designate and issue in the future. All shares of common stock outstanding as of the date of this prospectus and, upon issuance and sale, all shares of common stock that we may offer pursuant to this prospectus, will be fully paid and nonassessable.

In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.

Commitment Warrant

In connection with our entry into the AMPA, we issued to Alumni the Commitment Warrant. The Commitment Warrant entitles Alumni to purchase up to 3,484,321 shares of our common stock at an initial exercise price of $0.07462 per share, subject to adjustment as provided therein. The Commitment Warrant is exercisable at any time on or after December 16, 2025 and will expire at 5:00 p.m. (New York City time) on December 16, 2030.

The Commitment Warrant may be exercised for cash. The Commitment Warrant also provides that, if at any time after the six-month anniversary of the date of the AMPA there is no effective registration statement registering, or no current prospectus available for, the resale of the shares issuable upon exercise of the Commitment Warrant, the holder may elect to exercise the Commitment Warrant, in whole or in part, on a cashless basis, in which case the holder would receive a reduced number of shares based on the then-current market price of our common stock and the exercise price of the Commitment Warrant.

The Commitment Warrant contains customary anti-dilution and adjustment provisions, including adjustments in the event of stock dividends, stock splits, stock combinations, reclassifications and similar events. The Commitment Warrant is subject to a beneficial ownership limitation that prohibits the holder from exercising the Commitment Warrant to the extent that, after giving effect to such exercise, the holder would beneficially own more than 9.99% of our outstanding shares of common stock. The holder may increase or decrease this beneficial ownership limitation upon 61 days’ prior notice to the Company, provided that in no event may the beneficial ownership limitation exceed 9.99%.

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock. Our Board of Directors is authorized to cause us to issue, from our authorized but unissued shares of preferred stock, one or more series of preferred stock, to establish from time to time the number of shares to be included in each such series, as well as to fix the designation and any preferences, conversion and other rights and limitations of such series. These rights and limitations may include voting powers, limitations as to dividends, and qualifications and terms and conditions of redemption of the shares of each such series. Our Board of Directors has designated 1,000,000 shares of the authorized preferred stock as Series A Convertible Preferred Stock. As of the date of this prospectus, no shares of our preferred stock were outstanding.

Trading Market

Our Company is currently quoted ~~as Pink Current Information~~ on the ~~OTCMarkets platform~~OTCQB, under the stock symbol “UEEC”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Pacific Stock Transfer Co. Its address is 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119, United States; Telephone: (800) 785-7782.

4743 Table of Contents

CERTAIN PROVISIONS OF NEVADA LAW AND OF THE COMPANY’S CERTIFICATE OF

INCORPORATION AND BYLAWS

United Health Products, Inc. is incorporated under the laws of the State of Nevada and is generally governed by the Nevada Private Corporations Code, Title 78 of the Nevada Revised Statutes, or NRS.

Section 78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable unless it is proven that (a) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (b) such breach involved intentional misconduct, fraud, or a knowing violation of the law. Our articles of incorporation adopt the statutory standard for exculpation of our officers and directors from individual liability for their acts or omissions as an officer or director.

Section 78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, if the officer or director (a) is not liable pursuant to NRS 78.138, or (b) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Generally, indemnification under Section 78.7502 is discretionary and may be made by the corporation only as authorized in each specific case upon a determination that the indemnification is proper under the circumstances. Section 78.7502 of the NRS precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses.

Section 78.751 of the NRS requires a Nevada company to indemnify its officers and directors to the extent such person is successful on the merits or otherwise in defense of (a) any threatened, pending, or contemplated action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including any action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, or (b) any claim, issue or matter therein, against expenses incurred by them in defending the action, including attorney’s fees. Unless restricted by the articles of incorporation, the bylaws, or agreement, the corporation may pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. The articles of incorporation, the bylaws, or agreement may require the corporation to pay such expenses upon receipt of such an undertaking.

Indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751 (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders, or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. The foregoing notwithstanding, indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses upon undertaking as provided in 78.751(2), may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, and such misconduct, fraud or violation was material to the cause of action.

A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification is provided.

4844 Table of Contents

Section 78.752 of the NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the company, or is or was serving at the request of the company as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Our articles of incorporation and bylaws implement the indemnification provisions permitted by Chapter 78 of the NRS by providing that we shall indemnify our directors and officers to the fullest extent permitted by the NRS against expense, liability, and loss reasonably incurred or suffered by them in connection with their service as an officer or director. Our articles of incorporation and bylaws also provide that we may purchase and maintain liability insurance, or make other arrangements for such obligations or otherwise, to the extent permitted by the NRS.

LEGAL MATTERS

The validity of the shares being offered under this prospectus by us will be passed upon for us by Ruskin Moscou Faltischek, P.C., Uniondale, New York.

EXPERTS

The financial statements of United Health Products, Inc. as of December 31, ~~2023~~2024 and ~~2022~~2023, and for each of the two years in the period ended as of December 31, ~~2023~~2024, included in this prospectus, have been audited by Mac Accounting Group & CPAs, LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus, which constitutes a part of the registration statement on Form S-1 that we have filed with the SEC under the Securities Act, does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and the common stock offered by this prospectus, you should refer to the registration statement and the exhibits filed as part of that document. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

We are subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, on the SEC’s website at http://www.sec.gov.

We also maintain a website at www.unitedhealthproductsinc.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus. You may also request a copy of these filings, at no cost, by writing or telephoning us at: 520 Fellowship Road, Suite #D-406, Mt. Laurel, NJ; telephone number (475) 755-1005.

4945 Table of Contents

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by referenced is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC:

·	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 28, 2025;

·	Our Quarterly Reports on Form 10-Q filed with the SEC on May 5, 2025, August 14, 2025, and November 14, 2025;

·	Our Current Reports on Form 8-K filed with the SEC on May 8, 2025, June 16, 2025, and December 22, 2025; and

·	The description of our Common Stock contained in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on April 1, 2022, including any amendment or report filed for the purpose of updating such description.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.

We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, and (ii) after the date of this prospectus but prior to the termination of the offering under this prospectus. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

Information in such future filings updates and supplements the information provided in this prospectus. Any statement in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated by reference to the extent that statements in the later-filed document modify or replace such earlier statements.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the information that is incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits which are specifically incorporated by reference into such documents. You should direct any requests for documents to:

United Health Products, Inc.

Attn: Investor Relations

520 Fellowship Road, Suite #D-406

Mt. Laurel, NJ 08054

Phone: (475) 755-1005

Table of Contents

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

		Page
Condensed Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023		F-2
Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024		F-2
Condensed Statements of Operations for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)		F-3
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)		F-3
Condensed Statement of Stockholders’ Deficiency for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)		F-4
Condensed Statement of Stockholders’ Deficiency for the Three and Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)		F-4
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2024 and March 31, 2023 (unaudited)		F-6
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)		F-6
Notes to Condensed Financial Statements (unaudited)		F-7
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6258)		F-16
Report of Independent Registered Public Accounting Firms (Firm ID 6258)		F-19
Balance Sheets as of December 31, 2023 and 2022		F-17
Balance Sheets as of December 31, 2024 and 2023		F-20
Statements of Operations for the years ended December 31, 2023 and 2022		F-18
Statements of Operations for the years ended December 31, 2024 and 2023		F-21
Statements of Stockholders’ Deficiency for the years ended December 31, 2023 and 2022		F-19
Statements of Stockholders’ Deficiency for the years ended December 31, 2024 and 2023		F-22
Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-20
Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-23
Notes to Financial Statements		F-2124

F-1

Table of Contents

UNITED HEALTH PRODUCTS, INC.

Condensed Balance Sheets

	March 31,			December 31,
	September 30,			December 31,
	2024			2023
	2025			2024
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	8018,~~882~~376		$	95168,~~420~~883
Inventory		33,598			33,598
Prepaid and other current assets		24,753			22,800
Prepaid and other current assets		15,172			22,804
Total current assets		43,129			191,683
Total current assets		129,652			151,822
Operating lease right-of-use asset		23,021			47,096
Deferred offering costs		-			21,051
Operating lease right-of-use asset		69,430			76,520
Security deposit		2,850			2,850
Patents, net		3125,~~388~~313			3228,~~400~~350
TOTAL ASSETS	$	~~233~~94,~~320~~313		$	~~284~~269,~~643~~979
Current Liabilities
Accounts payable and accrued expenses	$	~~975~~1,~~271~~065,293		$	~~987~~830,~~567~~672
Accrued liabilities - related parties		~~275~~233,~~956~~842			~~226~~168,~~475~~649
Operating lease liability - current		30,277			28,838
Accrued compensation		683,267			608,500
Convertible notes payable, net of debt discount		207,500			207,500
Operating lease liability - current		23,954			33,331
Total current liabilities		2,006,356			1,641,152
Convertible notes payable, net of debt discount		927,500			557,500
Convertible notes payable – related party, net of debt discount		500,000			500,000
Total current liabilities		1,989,004			1,950,380
Operating lease liability – long-term		-			15,158
Operating lease liability – long-term		40,306			48,489
TOTAL LIABILITIES		3,433,856			2,713,810
TOTAL LIABILITIES		2,029,310			1,998,869
Commitments and Contingencies		-			-
Stockholders’ Deficit
Series A Convertible Preferred Stock - $0.001 par value, 1,000,000 shares Authorized and 0 shares issued and outstanding		-			-
Common Stock - $0.001 par value, 300,000,000 shares Authorized, 246,833,222 and 244,783,222 shares issued and outstanding at March 31, 2024 and December 31, 2023		246,833			244,783
Common Stock - $0.001 par value, 300,000,000 shares Authorized, 258,690,253 and 252,408,222 shares issued and outstanding at September 30, 2025 and December 31, 2024		258,690			252,408
Additional Paid-In Capital		75,108,325			74,740,201
Subscription Receivable		-			-
Accumulated Deficit		(77,151,148	)		(76,699,210	)
Additional Paid-In Capital		77,235,150			76,004,704
Total Stockholders’ Deficit		(1,795,990	)		(1,714,226	)
Accumulated Deficit		(80,833,383	)		(78,700,943	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	233,320		$	284,643
Total Stockholders' Deficit		(3,339,543	)		(2,443,831	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	94,313		$	269,979

See notes to unaudited condensed financial statements.

F-2

Table of Contents

UNITED HEALTH PRODUCTS, INC.

Condensed Statements of Operations

(Unaudited)

	For the Three Months EndedMarch 31,
	For the Three Months EndedSeptember 30,						For the Nine Months EndedSeptember 30,
	2024			2023
	2025			2024			2025			2024
Revenues	$	-		$	-		$	-		$	-
Operating Costs and Expenses
Selling, general and administrative expenses		~~309~~207,~~543~~845			~~835~~326,~~299~~018			1,768,183			975,017
Research and development		~~115~~25,~~551~~334			~~218~~65,~~676~~885			222,568			247,157
Total Operating Expenses		~~425~~233,~~094~~179			1391,~~053,975~~903			1,990,751			1,222,174
Income/(Loss) from Operations		(425,094	)		(1,053,975	)
Loss from Operations		(233,179	)		(391,903	)		(1,990,751	)		(1,222,174	)
Other Income (Expense)
Other Income (Expenses)
Interest expense		(730,~~613~~684	)		(87,~~327~~613	)		(76,496	)		(22,839	)
Interest expense – related party		(1921,~~231~~731	)		(19,~~466~~231	)		(65,193	)		(57,693	)
Loss on settlement of debt		-			(60,938	)
Gain (loss) on settlement of debt		-			115,085			-			115,085
Total Other Income (Expense)		(26,844	)		(88,731	)
Total Other Income (Expenses)		(52,415	)		88,241			(141,689	)		34,553
Net Income/(Loss)	$	(451,938	)	$	(1,142,706	)
Net Loss	$	(285,594	)	$	(303,662	)	$	(2,132,440	)	$	(1,187,621	)
Net Loss per Common Share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average number of shares outstanding		~~245~~257,~~750~~809,~~804~~759			~~233~~248,~~295~~614,~~951~~744			256,403,319			247,365,704

See notes to unaudited condensed financial statements.

F-3

Table of Contents

UNITED HEALTH PRODUCTS, INC

Condensed Statement of Stockholders’ Deficiency

Three and Nine Months Ended ~~March~~September 3130, ~~2024~~2025 and ~~March~~September 3130, ~~2023~~2024

(Unaudited)

					Additional
	Common Stock				Paid-in			Subscription			Accumulated
	Shares		Amount		Capital			Receivable			Deficit			Total
Balance at December 31, 2022		230,871,034	$	230,871	$	71,830,695		$	(50,550	)	$	(74,075,943	)	$	(2,064,927	)
Balance at December 31, 2023		244,783,222	$	244,783	$	74,740,201		$	-		$	(76,699,210	)	$	(1,714,226	)
Sale of common stock		2,~~535~~050,000		2,~~535~~050		~~522~~389,~~770~~175			~~50,550~~-			-			~~575~~391,~~855~~225
Common stock issued to settle accrued liabilities – related party		637,500		638		168,300			-			-			168,938
Amortization of deferred offering cost		-		-		(21,051	)		-			-			(21,051	)
Common stock issued to settle accrued liabilities		300,000		300		79,200			-			-			79,500
Net Loss		-		-		-			-			(451,938	)		(451,938	)
Common stock issued for a stock subscription receivable		400,000		400		71,317			(71,717	)		-			-
Balance at March 31, 2024		246,833,222		246,833		75,108,325			-			(77,151,148	)		(1,795,990	)
Common stock issued for litigation settlement		1,850,000		1,850		460,650			-			-			462,500
Sale of common stock		1,400,000		1,400		224,190			-			-			225,590
Amortization of deferred offering costs		-		-		(55,371	)		-			-			(55,371	)
Net Loss		-		-		-			-			(432,021	)		(432,021	)
Net Loss		-		-					-			(1,142,706	)		(1,142,706	)
Balance at June 30, 2024		248,233,222		248,233		75,332,515			-			(77,583,169	)		(2,002,421	)
Balance at March 31, 2023		236,593,534	$	236,594	$	73,077,561		$	(71,717	)	$	(75,218,649	)	$	(1,976,211	)
Sale of common stock		1,400,000		1,400		193,426			-			-			194,826
Net Loss		-		-		-			-			(303,662	)		(303,662	)
Balance at September 30, 2024		249,633,222	$	249,633	$	75,525,941		$	-		$	(77,886,831	)	$	(2,111,257	)

F-4

Table of Contents

					Additional
	Common Stock				Paid-in			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balance at December 31, 2023		244,783,222	$	244,783	$	74,740,201		$	(76,699,210	)	$	(1,714,226	)
Sale of common stock		2,050,000		2,050		389,175			-			391,225
Amortization of deferred offering costs		-		-		(21,051	)		-			(21,051	)
Net Loss		-		-		-			(451,938	)		(451,938	)
Balance at March 31, 2024		246,833,222	$	246,833	$	75,108,325		$	(77,151,148	)	$	(1,795,990	)

UNITED HEALTH PRODUCTS, INC.

Condensed Statement of Stockholders' Deficiency

Three and Nine Months Ended September 30, 2025 and September 30, 2024

					Additional
	Common Stock				Paid-in		Subscription			Accumulated
	Shares		Amount		Capital		Receivable			Deficit			Total

Balance at December 31, 2024		252,408,222	$	252,408	$	76,004,704	$	-		$	(78,700,943	)	$	(2,443,831	)

Vesting of restricted stock		4,725,000		4,725		1,115,400		-			-			1,120,125

Net Loss		-		-		-		-			(1,531,659	)		(1,531,659	)

Balance at March 31, 2025		257,133,222		257,133		77,120,104		-			(80,232,602	)		(2,855,365	)

Common stock issued for a stock subscription receivable		200,000		200		16,370		(16,570	)		-			-

Net Loss		-		-		-		-			(315,187	)		(315,187	)

Balance at June 30, 2025		257,333,222		257,333		77,136,474		(16,570	)		(80,547,789	)		(3,170,552	)

Sale of common stock		600,000		600		46,138		16,570			-			63,308

Common stock issued for conversion of convertible note payable and accrued interest		757,031		757		52,538		-			-			53,295

Net Loss		-		-		-		-			(285,594	)		(285,594	)

Balance at September 30, 2025		258,690,253	$	258,690	$	77,235,150	$	-		$	(80,833,383	)	$	(3,339,543	)

See notes to unaudited condensed financial statements.

F-5

Table of Contents

UNITED HEALTH PRODUCTS, INC.

Condensed Statements of Cash Flows

(Unaudited)

	For the Three MonthsEnded March 31,
	For the Nine MonthsEnded September 30,
	2024			2023
	2025			2024
Cash Flows from Operating Activities:
Net (Loss)	$	(~~451~~2,~~938~~132,440	)	$	(1,~~142~~187,~~706~~621	)
Adjustments to Reconcile Net (Loss) to Net Cash Used In Operating Activities:
Amortization of debt discount		-			8,775
Stock for services and compensation		1,120,125			-
Amortization expense		1,012			1,012
Write-off inventory		-			33,598
Amortization of right-of-use asset		346			-
Amortization expense		3,037			3,038
Stock issued for litigation settlement		-			462,500
Amortization of right-of-use asset		(460	)		582
Loss on settlement of debt		-			60,938
Gain on settlement of debt		-			(115,085	)
Changes in assets and liabilities:
Inventory		-			1,132
Prepaid and other current assets		(1,953	)		2,896
Prepaid and other current assets		7,632			7,684
Accounts payable and accrued expenses		237,916			54,121
Accounts payable and accrued expenses		(12,296	)		28,643
Accrued liabilities – related party		65,193			195,193
Accrued liabilities – related party		49,481			123,881
Accrued compensation		74,767			-
Accrued litigation settlement		-			(100,000	)
Net Cash Used In Operating Activities		(633,815	)		(1,013,278	)
Net Cash Used In Operating Activities		(405,763	)		(548,141	)
Cash Flows from Investing Activities:
Net Cash Used in Investing Activities		-			-
Cash Flows from Financing Activities:
Repayments on loan payable		-			(9,136	)
Proceeds from convertible notes payable		420,000			-
Payment of offering costs		(4,200	)		(3,000	)
Advance from related party		20,000			-
Proceeds from sale of common stock		395,425			578,855
Repayment of advance from related party		(20,000	)		-
Net Cash Provided by Financing Activities		391,225			566,719
Payment of offering costs		(2,400	)		(10,200	)
Increase (Decrease) in Cash and Cash Equivalents		(14,538	)		18,578
Proceeds from note payable		-			150,000
Cash and Cash Equivalents – Beginning of period		95,420			13,377
Proceeds from sale of common stock		65,708			821,841
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	80,882		$	31,955
Net Cash Provided by Financing Activities		483,308			961,641
Increase (Decrease) in Cash and Cash Equivalents		(150,507	)		(51,637	)
Cash and Cash Equivalents – Beginning of period		168,883			95,420
CASH AND CASH EQUIVALENTS – END OF PERIOD	$	18,376		$	43,783
Supplemental cash flow information:
Cash paid for interest	$	-		$	15-
Cash paid for income taxes	$	-		$	-
Non-cash Investing & Financing Activities:
Common stock issued for subscription receivable	$	-		$	71,717
Common stock issued for conversion of convertible notes and accrued interest	$	53,295		$	-
Amortization of deferred offering costs	$	~~21,051~~-		$	5521,~~371~~051
Accounts payable and accrued expenses paid with a promissory note payable	$	-		$	10,000
Common stock issued to settle accrued liabilities – related party	$	-		$	127,500
Common stock issued to settle accrued liabilities	$	-		$	60,000

See notes to unaudited condensed financial statements.

F-6

Table of Contents

UNITED HEALTH PRODUCTS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE QUARTERS ENDED ~~MARCH~~SEPTEMBER 3130, ~~2024~~2025 AND ~~2023~~2024

(Unaudited)

Note 1. Organization and Basis of Preparation

United Health Products, Inc. (the “Company”) develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, ~~HemoStyp~~CelluSTAT®, is(formerly abranded ~~neutralized,~~as ~~oxidized~~HemoStyp), ~~regenerated~~is ~~cellulose~~ derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. ~~The~~We ~~Company~~are in the process of seeking regulatory approval to sell our ~~HemoStyp~~hemostatic gauze product line into the U.S. Class III, ~~European Union CE Mark and Canadian~~ human surgical markets.

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 filed with the SEC on ~~April~~March 128, ~~2024~~2025.

In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

Note 2. Significant Accounting Policies

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses, negative working capital and operations have not provided cash flows. Additionally, the Company does not currently have sufficient revenue producing operations to cover its operating expenses and meet its current obligations. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely from the sale of equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Cash and Cash Equivalents

The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

F-7 Table of Contents

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Changes in the economic environment, financial markets, as well as in the healthcare industry, and any other parameters used in determining these estimates, could cause actual results to differ.

F-7

Table of Contents

Fair Value Measurements

Accounting principles generally accepted in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This 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 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this level using dealer and broker quotations, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~March~~September 3130, ~~2024~~2025 and December 31, ~~2023~~2024. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of its ~~HemoStyp~~CelluSTAT product by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

The Company receives orders for its ~~HemoStyp~~CelluSTAT products directly from its customers. Revenues are recognized based on the agreed upon sales or transaction price with the customer when control of the promised goods are transferred to the customer. The transfer of goods to the customer and satisfaction of the Company’s performance obligation will occur either at the time when products are shipped or when the products arrive and are received by the customer. No discounts are currently offered by the Company. The Company does not provide an estimate for returns as there is no anticipation for any returns in the normal course of business.

Trade Accounts Receivable and Concentration Risk

We record accounts receivable at the invoiced amount and we do not charge interest. We review the accounts receivable by amounts due from customers that are past due, to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, we make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. We will also maintain a sales allowance to reserve for potential credits issued to customers. We will determine the amount of the reserve based on historical credit issued.

There were no provisions for doubtful accounts recorded at ~~March~~September 3130, ~~2024~~2025 and December 31, ~~2023~~2024. The Company recorded $0 in bad debt expense for the three and nine month periods ended ~~March~~September 3130, ~~2024~~2025 and ~~2023~~2024.

F-8

Table of Contents

Inventory

Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Inventory on the balance sheet consists of work-in process.

	March31, 2024		December31, 2023
Finished goods	$	33,598	$	33,598
Total inventory	$	33,598	$	33,598

During the three months ended March 31, 2024 and 2023, the Company determined that $0 needed to be impaired and written-off.

Stock Based Compensation

Per Share Information

Basic earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The dilutive effect of potential common shares is not reflected in diluted earnings per share because the Company incurred net losses for the three and nine months ended ~~March~~September 3130, ~~2024~~2025 and the three and nine months ended ~~March~~September 3130, ~~2023~~2024 and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive.

The total potential common shares ~~as of March 31, 2024~~ included 4740,~~665~~315,000 of restricted stock units (RSU), 310,~~842~~423,~~491~~896 shares for convertible notes payable – related parties, ~~and 1~~16,~~521~~366,~~145~~328 shares for convertible notes payable and 412,500 shares for warrants. The total potential common shares as of ~~March~~September 3130, ~~2023~~2024 included 47,665,000 of restricted stock units, 36,~~046~~014,~~296~~802 shares for convertible notes payable – related parties and 12,~~205~~381,~~955~~108 shares for convertible notes payable.

~~F-9~~In ~~Table~~determining if the Company has sufficient authorized but unissued shares to cover all commitments, the Company elected to sequence the instruments based on inception date in reverse chronological order. As of ~~Contents~~September 30, 2025 and December 31, 2024, this analysis resulted in exposure with our restricted stock units which are not likely to vest prior to December 31, 2026, based on the terms of the restricted stock unit agreements. Therefore, no further considerations were made for liability accounting for lack of authorized but unissued shares.

Patents

Patents are stated on the balance sheet at cost. Costs, such as filing fees with patent granting agencies and legal fees directly relating to those filings, incurred to file patent applications were capitalized when the Company believed that there was a high likelihood that the patent would be issued and there would be future economic benefit associated with the patent. These costs were amortized from the date of the patent application on a straight-line basis over the estimated useful life of 10 years. All costs associated with any abandoned patent applications are expensed.

Accumulated amortization as of ~~March~~September 3130, ~~2024~~2025 and December 31, ~~2023~~2024 was $915,~~112~~187 and $812,~~100~~150, respectively. Amortization expense for the ~~three~~nine months ended ~~March~~September 3130, ~~2024~~2025 and ~~2023~~2024 was $13,~~012~~037 and $13,~~012~~038, respectively.

Future Amortization Expense

Year	Amount
2024 (remaining)	$	3,036
2025 (remaining)	$	1,013
2025		4,050
2026		4,050
2027		4,050
2028		4,050
Thereafter		12,152
2029		4,050
	$	31,388
Thereafter		8,100
	$	25,313

F-9

Table of Contents

Impairment of Long-lived Assets

The Company applies the provisions of ASC 360, Property, Plant and Equipment, where applicable to all long-lived assets. ASC 360 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

When long-lived assets are sold or retired, the related cost and accumulated depreciation or amortization are removed from the accounts and any gain or loss is included in the results of operations. During the ~~three~~nine months ended ~~March~~September 3130, ~~2024~~2025 and ~~2023~~2024, the Company determined no impairment was required.

F-10 Table of Contents

Deferred Offering Costs

Deferred offering costs represent specific incremental costs directly attributable to the offering of securities. The deferred offering costs are recorded as an offset to additional paid-in capital and charged against the proceeds received.

Advertising and Marketing Costs

Advertising and marketing expenses are expensed as incurred. The Company incurred $3196,~~008~~220 and $3084,~~368~~616 in advertising and marketing costs during the ~~three~~nine months ended ~~March~~September 3130, ~~2024~~2025 and ~~2023~~2024, respectively.

Shipping and Handling Costs

The Company includes shipping and handling cost as part of cost of goods sold.

Research and Development

The Company charges research and development costs to expense when incurred. The Company incurred $~~115~~222,~~551~~568 and $~~218~~247,~~676~~157 in research and development expenses during the ~~three~~nine months ended ~~March~~September 3130, ~~2024~~2025 and ~~2023~~2024, respectively.

Segment Reporting

United Health Products, Inc. operates as a single operating segment, focusing on the development and commercialization of medical devices, particularly its patented hemostatic gauze, CelluSTAT™.

The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income (loss) that is reported on the income statement. The measure of segment assets is reported on the balance sheet as total assets.

As the Company did not generate revenues in the current period, the CODM assessed Company performance through the achievement of target identification goals. In addition to the Company's Statement of Operations, the CODM regularly develops and maintains budgeted and forecasted expense information which is used to determine the Company's liquidity needs and cash allocation.

F-10

Table of Contents

Leases

The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. If the rate implicit in the Company's leases is not readily determinable, the Company's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.

The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

~~Reclassification~~New and Recently Adopted Accounting Pronouncements

~~Certain~~In ~~accounts~~December ~~from~~2023, ~~prior~~the ~~periods~~FASB ~~have~~issued ~~been~~ASU ~~reclassified~~2023-09, Income Taxes (Topic 740): Improvements to ~~conform~~Income Tax Disclosures, which expands the requirements for income tax disclosures in order to provide greater transparency. The amendments are effective for fiscal years beginning after December 15, 2024. The Company adopted the ~~current~~ASU ~~period~~for ~~presentation~~the fiscal year ended December 31, 2025. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

~~New~~In ~~Accounting~~November ~~Pronouncements~~2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

The Company considers all new pronouncements and management has determined that there have been no recently adopted or issued accounting standards that had or will have a material impact on its financial statements.

F-11

Table of Contents

Note 3. Related Party Transactions

Convertible notes payable - related parties

~~During~~As ~~the~~of ~~year~~September ~~ended December 31~~30, ~~2022,~~2025 ~~Brian~~and ~~Thom,~~December ~~the Company’s Chief Executive Officer~~31, ~~converted $372~~2024,~~000~~ ~~of a loan payable balance to a~~ convertible ~~note~~notes payable. ~~The~~– ~~unpaid~~related ~~accrued~~parties ~~interest~~(net ~~on the loan payable was transferred to a convertible note payable. The note had an interest rate~~ of ~~10%,~~debt ~~an original issue~~ discount ~~(“OID”~~) oftotaled ~~7% and had a maturity date of December 31~~$500,000 ~~2023. On December 15, 2023, the Company entered into an amendment on the convertible note, which extended the maturity date to December 31, 2024~~ and ~~increased the interest rate from 10% to 13%~~$500, ~~effective January 1~~000, ~~2024~~respectively.

During the year ended December 31, 2022, Brian Thom, the Company’s Chief Executive Officer, converted $372,000 of a loan payable balance to a convertible note payable. The unpaid accrued interest on the loan payable was transferred to the convertible note payable. The note had an interest rate of 10%, an original issue discount (“OID”) of 7% and had a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $28,000 of a debt discount related to the OID. As of ~~March~~September 3130, ~~2024~~2025 and December 31, ~~2023~~2024, the remaining unamortized debt discount was $0 and $0, respectively. Accrued interest associated with the note was $92191,~~799~~919 and $77139,~~287~~334 as of ~~March~~September 3130, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

During the year ended December 31, 2022, Robert Denser, a Director of the Company, loaned the Company $93,000 through a convertible note. The note had an interest rate of 10%, an OID of 7% and had a maturity date of December 31, 2023. OnThe ~~December~~note ~~15,~~is ~~2023,~~convertible into common stock of the Company ~~entered~~at ~~into~~$0.35 anper ~~amendment~~share. onIn the ~~convertible~~event ~~note,~~the ~~which~~Company ~~extended~~issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $7,000 of a debt discount related to the OID. As of September 30, 2025 and December 31, 2024, the remaining unamortized debt discount was $0 and ~~increased~~$0, ~~the~~respectively. Accrued interest ~~rate~~associated ~~from~~with ~~10%~~the tonote ~~13%~~was $41,923 ~~effective~~and ~~January~~$29,315 1as of September 30, 2025 and December 31, 2024, respectively.

~~The~~On ~~note~~December is15, ~~convertible~~2023, ~~into common stock of~~ the Company atentered ~~$0.35~~into ~~per~~amendments ~~share.~~on In the ~~event~~above ~~the~~convertible ~~Company~~notes, ~~issues~~which ~~any~~extended ~~shares of common stock before~~ the maturity date atto aDecember ~~price~~31, ~~that~~2024 isand ~~lower~~increased ~~than $0.35 per share,~~ the ~~conversion~~interest ~~price~~rate ~~shall~~from be10% ~~reduced~~ to ~~equal such lower issue price per share. The Company recorded $7~~13%,~~000~~ ofeffective aJanuary ~~debt discount related to the OID. As of March 31~~1, 2024. ~~and~~On December 3120, ~~2023~~2024, the ~~remaining~~Company ~~unamortized~~entered ~~debt~~into ~~discount~~amendments ~~was~~on ~~$0, respectively. Accrued interest associated with~~ the ~~note~~above ~~was~~convertible ~~$18~~notes,~~157~~ ~~and~~which ~~$14,438~~extended asthe ofmaturity ~~March~~date ~~31,~~to ~~2024 and~~ December 31, ~~2023, respectively~~2026.

Interest expense – related party on the above convertible notes payable was $1921,~~231~~731 ~~(including~~and $019,231 ofduring ~~debt~~the ~~discount~~three ~~amortization~~months ~~related~~ended toSeptember ~~the~~30, ~~OID)~~2025 and ~~$19~~2024,~~466~~ ~~(including~~respectively. Interest ~~$5,912~~expense of– ~~debt~~related ~~discount~~party ~~amortization~~on ~~related~~the toabove ~~the~~convertible ~~OID)~~notes payable was $65,193 and $57,693 during the ~~three~~nine months ended ~~March~~September 3130, ~~2024~~2025 and ~~2023~~2024, respectively. Accrued interest – related party due to these convertible notes was $~~110~~233,~~956~~842 and $91168,~~725~~649, as of ~~March~~September 3130, ~~2024~~2025 and December 31, ~~2023~~2024, respectively and has been recorded in accrued liabilities – related parties on the balance sheet.

~~Accrued~~The ~~liabilities~~following represents the future aggregate maturities as of September 30, 2025 of the Company’s Convertible Notes Payable – ~~related~~Related ~~parties~~Parties:

As of March 31, 2024 and December 31, 2023, $165,000 and $134,750 of accrued compensation was due to the Company’s officers and management, respectively.

	Amount
2025 (remaining)	$	-
2026		500,000
Total	$	500,000

F-12

Table of Contents

Accrued liabilities- related parties

During the nine months ended September 30, 2025, the Company’s Chief Executive Officer advanced the Company $20,000 to pay for operating expenses, which was unsecured, non-interest bearing and due on demand. During the nine months ended September 30, 2025 the Company repaid $20,000 of the advance resulting in a $0 advance balance recorded in accrued liabilities –related parties on the balance sheet as of September 30, 2025.

Note 4. Convertible Notes

During the year ended December 31, 2022, the Company issued a $100,000 convertible note and a $107,500 convertible note and received total proceeds of $192,975. The notes had an interest rate of 10%, an OID of 7% and had a maturity date of December 31, 2023. OnThe ~~December~~notes ~~15,~~are ~~2023,~~convertible into common stock of the Company ~~entered~~at ~~into~~$0.35 per anshare. In ~~amendment~~the onevent the ~~convertible~~Company ~~notes,~~issues ~~which~~any ~~extended~~shares of common stock before the maturity date toat ~~December~~a ~~31,~~price ~~2024~~that ~~and~~is ~~increased~~lower than $0.35 per share, the ~~interest~~conversion ~~rate~~price ~~from 10%~~shall be reduced to equal such lower issue price per share. The Company recorded $14,525 ~~13%~~of a debt discount related to the OID. As of September 30, ~~effective~~2025 ~~January~~and 1December 31, 2024, the remaining unamortized debt discount was $0 and $0, respectively.

~~The~~On ~~notes~~December ~~are~~15, ~~convertible~~2023, ~~into common stock of~~ the Company atentered ~~$0.35 per~~into ~~share. In~~amendments ~~the~~on ~~event~~ the ~~Company~~above ~~issues~~convertible ~~any~~notes, ~~shares~~which ofextended ~~common stock before~~ the maturity ~~date~~dates atto aDecember ~~price~~31, ~~that~~2024 isand ~~lower~~increased ~~than $0.35 per share,~~ the ~~conversion~~interest ~~price~~rates ~~shall~~from be10% ~~reduced~~ to ~~equal~~13%, ~~such~~effective ~~lower~~January ~~issue~~1, ~~price per share~~2024. ~~The~~On ~~Company~~December ~~recorded~~20, ~~$14~~2024,~~525 of~~ athe ~~debt~~Company ~~discount~~entered ~~related~~into amendments to the ~~OID.~~aforementioned Asconvertible ~~of March 31~~notes, ~~2024~~which ~~and~~extended ~~December 31, 2023,~~ the ~~remaining~~maturity ~~unamortized~~dates ~~debt~~to ~~discount~~December ~~was $0~~31, ~~respectively~~2026.

~~Interest~~During ~~expense~~the onyear ended December 31, 2024, the ~~above~~Company issued a $350,000 convertible ~~notes~~note ~~payable~~and ~~was~~received total proceeds of $7200,~~613 (including~~000. The remaining $~~0 of~~150,000 ~~debt~~was ~~discount~~rolled ~~amortization~~from ~~related~~a topromissory ~~the~~note ~~OID~~with this third-party lender (see Note 5). The note has an interest rate of 13% and ~~$8,187~~a ~~(including~~maturity ~~$2,863~~date of December ~~debt~~31, ~~discount~~2026. ~~amortization~~The ~~related~~note tois ~~the~~convertible ~~OID)~~into ~~during~~common stock of the ~~three~~Company ~~months~~at ~~ended~~$0.05 per ~~March~~share. In ~~31,~~the ~~2024~~event ~~and~~the ~~2023,~~Company ~~respectively. Accrued~~issues ~~interest~~any asshares of ~~March~~common ~~31,~~stock ~~2024~~before ~~and~~the ~~December~~maturity ~~31,~~date ~~2023~~at ~~was~~a ~~$34,362~~price ~~and~~that is lower than $~~26,749,~~0.05 ~~respectively~~per share, ~~and~~ ~~has~~the ~~been~~conversion ~~recorded~~price inshall ~~accrued~~be ~~liabilities~~reduced onto ~~the~~equal ~~balance~~such ~~sheet~~lower issue price per share.

~~Note~~During 5the nine months ended September 30, 2025, the Company issued $420,000 of convertible notes. The ~~Issuances~~notes have an interest rate of ~~Securities~~13% and a maturity of December 31, 2026. The notes are convertible into common stock of the Company between $0.12 and $0.085 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.12 and $0.085 per share, the conversion price shall be reduced to equal such lower issue price per share. During the nine months ended September 30, 2025, $50,000 of these convertible notes was converted into shares of the Company’s common stock (see Note 6).

~~Share~~Interest ~~issuances~~expense ~~2023~~on the above convertible notes payable was $30,684 and $7,613 during the three months ended September 30, 2025 and 2024, respectively. Interest expense on the above convertible notes payable was $76,496 and $22,839 during the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, $3,295 of accrued interest was converted into shares of the Company’s common stock (see Note 6). Accrued interest as of September 30, 2025 and December 31, 2024 was $132,272 and $59,071, respectively, and has been recorded in accounts payable and accrued expenses on the balance sheet.

~~During~~The following represents the ~~three~~future ~~months~~aggregate ~~ended~~maturities ~~March~~as ~~31,~~of ~~2023~~September 30, ~~the~~2025 ~~Company~~of ~~had~~ the ~~following~~Company’s ~~common~~Convertible ~~stock~~Notes ~~transactions~~Payable:

· 637,500 shares of common stock with a fair value of $168,938 were issued to officers and management of the Company to settle $127,500 of accrued liabilities resulting in a loss on settlement of debt of $41,438. · 300,000 shares of common stock with a fair value of $79,500 were issued to consultants to settle $60,000 of accrued liabilities resulting in a loss on debt settlement of $19,500. · 2,535,000 shares of common stock were sold for $575,855, net of legal and administrative fees of $3,000 and which included a payment of $50,550 for a subscription receivable, under the Company’s common stock purchase agreement with White Lion. White Lion also purchased 400,000 shares for proceeds of $71,717 which were received in April 2023 and is shown as a subscription receivable in the balance sheet as of March 31, 2023. · 1,850,000 shares of common stock with a fair value of $462,500 were issued to settle litigation (see Note 6).

	Amount
2025 (remaining)	$	-
2026		927,500
Total	$	927,500

F-13

Table of Contents

Note 5. Notes Payable

On August 5, 2024, the Company entered into a $150,000 promissory note with a third-party lender, which was non-interest bearing and had a maturity date of 60 days. On October 28, 2024, the Company entered into an amendment to this promissory note, which extended the maturity date to 120 days. On December 16, 2024, the Company rolled the $150,000 promissory note into a convertible note agreement with this third-party lender (see Note 4). As of December 31, 2024, there was $0 principal balance on the promissory note.

Note 6. Issuances of Securities

Share issuances 2024

During the ~~three~~nine months ended ~~March~~September 3130, 2024, the Company had the following common stock transactions:

· 24,~~050~~850,000 shares of common stock were sold for $~~391~~811,~~225~~641, net of legal and administrative fees of $410,200, under the Company’s common stock purchase agreement with White Lion.

Share issuances 2025

During the nine months ended September 30, 2025, the Company had the following common stock transactions:

	·	800,000 shares of common stock were sold to White Lion for proceeds of $63,308, net of legal and administrative fees of $2,400, under the Company’s common stock purchase agreement with White Lion.
	·	757,031 shares of common stock were issued due to the conversion of convertible notes payable and accrued interest of $53,295.

White Lion Common Stock Purchase Agreement (CSPA)

On June 20, 2024, the Company and White Lion amended the CSPA (the “Second Amendment”) to provide that the purchase price to be paid by White Lion for shares of the Company’s common stock pursuant to the CSPA equals the lower of: (i) 93% of the volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares (or 95% of that volume-weighted average price if the Company’s common stock is trading on a national exchange), or (ii) the closing price of the common stock on the day the Company exercises its right to sell shares, subject to a floor price of $0.25 per share. The Second Amendment further provides that if the Company issues a share price purchase notice at a time that the Company’s common stock is trading below the floor price and White Lion waives the floor price condition, the purchase price to be paid by White Lion for such shares shall equal 90% multiplied by the lower of the (i) three lowest volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares, or (ii) most recent closing price of the Company’s common stock prior to White Lion’s receipt of a share price purchase notice.

On June 26, 2024, the Company filed a registration statement on Form S-1 to register for resale an additional 15,000,000 common shares related to CSPA. The Company's S-1 registration statement was declared effective by the SEC on July 29, 2024.

F-14

Table of Contents

Restricted stock units

As of ~~March~~September 3130, ~~2024~~2025 and December, 31, ~~2023~~2024, the Company has 4740,~~665~~315,000 and 46,165,000 restricted stock units (~~RSU~~RSUs) outstanding, respectively. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones (referred to in the RSU Agreements as Covered Transactions or Triggering Events).

~~Management~~During isthe ~~unable~~nine tomonths ~~predict~~ended ifSeptember or30, ~~when~~2025, athe ~~Covered~~Company ~~Transaction~~terminated orthe ~~Triggering~~services ~~Event~~of ~~under~~one of its consultants who had an RSU agreement in place. Per the RSU ~~Agreements~~agreement, ~~governing~~all of the ~~restricted~~unvested ~~stock~~RSU’s ~~units~~owed ~~will~~to ~~occur~~the ~~and~~consultant asvested immediately upon termination of ~~March~~services. ~~31,~~This ~~2024~~resulted in 975,000 RSU’s ~~there~~vesting ~~was~~and $25692,~~313,630~~250 of ~~unrecognized~~stock-based compensation ~~cost~~being ~~related~~recorded, towhich ~~unvested~~was ~~restricted~~the ~~stock~~fair ~~unit~~value ~~awards~~of the shares on the original grant date of the RSU agreement.

FDuring the nine months ended September 30, 2025, the Board of Directors approved an amendment to a consultant’s RSU agreement. The amendment resulted in 3,750,000 of RSU’s vesting during the current period and the remaining 2,750,000 vesting upon the achievement of certain Company objectives and milestones. Per ASC 718-1320-35, ~~Table~~the change in vesting conditions resulted in a modification of ~~Contents~~the stock-based compensation awards. The modification is considered a Type III modification as described in ASC 718-20-55 and resulted in recording $427,875 of stock-based compensation expense which was the fair value of the shares on the date of the modification.

~~Activity~~ During ~~related~~the tonine ~~our~~months ~~restricted~~ended ~~stock~~September ~~units~~30, ~~during~~2025, an officer of the ~~three~~Company ~~months~~resigned ~~ended~~from his ~~March~~position. 31This officer had an RSU agreement in place. Per the RSU agreement, ~~2024~~all ~~was~~of asthe ~~follows:~~unvested RSU’s owed to the officer cancelled immediately upon resignation. This resulted in the cancelation of 1,125,000 RSU’s and $0 stock-based compensation being recorded.

			Weighted
			Average
			Grant
	Number of		Date Fair
	Units		Value
Total awards outstanding at December 31, 2023		47,665,000	$	0.54
Units granted		-	$	-
Units Exercised/Released		-	$	-
Units Cancelled/Forfeited		-	$	-
Total awards outstanding at March 31, 2024		47,665,000	$	0.54

Management is unable to predict if or when a Covered Transaction or Triggering Event under the RSU Agreements governing the restricted stock units will occur and as of September 30, 2025, there was $18,834,405 of unrecognized compensation cost related to unvested restricted stock unit awards.

~~Note~~Activity 6.related ~~Litigation~~to our restricted stock units during the nine months ended September 30, 2025 was as follows:

Effective as of March 31, 2023, a 2018 lawsuit filed by Philip Forman, against the Company and its former CEO relating to the validity of a June 25, 2015 Amendment to his November 10, 2014 Employment Agreement with the Company and claims for compensation on termination of his employment was settled. In the settlement, as full and complete consideration, the Company issued to Mr. Forman 1,850,000 shares of common stock of the Company with a fair value of $462,500.

				Weighted
				Average
				Grant
	Number of			Date Fair
	Units			Value
Total awards outstanding at December 31, 2024		46,165,000		$	0.55
Units granted		-		$	-
Units Exercised/Released		(4,725,000	)	$	0.24
Units Cancelled/Forfeited		(1,125,000	)	$	0.99
Total awards outstanding at September 30, 2025		40,315,000		$	0.48

F-15

Table of Contents

Warrants

During the year ended December 31, 2024, the Company issued 412,500 warrants related to the sale of 825,000 units. The Company valued the common stock and warrants issued in the sale of the units using the relative fair value method. The warrants have a value of $5,990 and was recorded in additional paid-in capital.

Activity related to our warrants during the nine months ended September 30, 2025 was as follows:

	Number of Warrants		Weighted Average Exercise Price
Total warrants outstanding at December 31, 2024		412,500	$	0.14
Granted		-	$	-
Exercised		-	$	-
Cancelled/Forfeited		-	$	-
Total warrants outstanding at September 30, 2025		412,500	$	0.14

The fair value of each warrant on the date of grant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used for the warrants granted during the year ended December 31, 2024:

	Year Ended
	December 31,
	2024
Exercise price	$	0.14
Expected term	1 year
Expected average volatility		90.88	%
Expected dividend yield		-
Risk-free interest rate		4.17	%

The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2025:

Warrants Outstanding

Warrants Exercisable

Weighted Average

Number Warrants

Remaining Contractual

Weighted Average

Number

Weighted Average

life (in years)

Exercise Price

of Shares

Exercise Price

412,500

1.25

0.14

412,500

0.14

F-16

Table of Contents

Note 7. Leases

In May 2023, the Company entered into 36-month operating lease, which provides for approximately 1,800 square feet of office space, that commenced on June 1, 2023 and ends on May 31, 2026. The lease required a $2,850 security deposit and monthly lease payments are $2,850 the first year of the lease, $2,964 the second year and $3,082 the third year. The Company or landlord may terminate the lease at the expiration date by giving to the other party written notice at least ninety (90) days prior to the expiration date. The lease may be renewed for a term of one (1) year.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. On the commencement date of the lease, the Company recorded $92,425 related to the ROU asset and lease liability.

F-14 Table of Contents

The components of lease expense and supplemental cash flow information related to the lease for the period are as follows:

	Three Months EndedMarch 31, 2024
	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
Lease Cost
Operating lease cost (included in general and administrative in the Company’s statement of operations)	$	827,~~896~~486		$	26,232
Other Information
Cash paid for amounts included in the measurement of lease liabilities for the three months ended March 31, 2024	$	8,550
Cash paid for amounts included in the measurement of lease liabilities for the nine months ended September 30, 2025 and 2024	$	15,504		$	25,650
Weighted average remaining lease term – operating leases (in years)	20.1767 years			1.67 years
Average discount rate – operating lease		10	%		10	%

The supplemental balance sheet information related to leases for the period is as follows:

	At March 31,2024		At December 31,2023
	At September 30, 2025		At December 31, 2024
Operating leases
Remaining right-of-use assets	$	6923,~~430~~021	$	7647,~~520~~096
Short-term operating lease liabilities	$	3023,~~277~~954	$	2833,~~838~~331
Long-term operating lease liabilities	$	~~40,306~~-	$	4815,~~489~~158
Total operating lease liabilities	$	7023,~~583~~954	$	7748,~~327~~489

F-17

Table of Contents

Maturities of the Company’s undiscounted lease liabilities are as follows:

Year Ending	OperatingLeases
2024 (Remaining)	$	26,448
2025 (remaining)		9,246
2025		36,394
2026		15,410
Total lease payments		7824,~~252~~656
Less: Imputed interest/present value discount		(~~7,669~~702	)
Present value of lease liabilities	$	7023,~~583~~954

Note 8. Subsequent Events

The Company has evaluated events from ~~March~~September 3130, ~~2024~~2025, through the date whereupon the financial statements were issued and has determined that there are no material events that need to be disclosed except as follows:

The Company ~~sold~~received 1,$100,000 ~~shares~~and ofentered ~~common~~a ~~stock~~promissory tonote ~~White~~with ~~Lion~~a ~~for~~third ~~net~~party. ~~proceeds~~This promissory note has a term of ~~$183~~60 days and pays a 13% rate of cash interest. At maturity,~~082~~ ~~after~~the $1noteholder may,~~800~~ at its election, convert the note to convertible notes with terms substantially the same of ~~administrative~~the ~~fees~~Company’s ~~were~~existing ~~deducted~~convertible notes due December 31, 2026.

F-1518 Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

United Health Products, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of United Health Products, Inc. as of December 31, ~~2023~~2024 and ~~2022~~2023, and the related ~~statement~~statements of operations, stockholders’ deficiency, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Untied Health Products, Inc. as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to United Health Products, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. United Health Products, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Mac Accounting Group & CPAs, LLP

We have served as United Health Products, Inc.'s auditor since 2019.

Midvale, Utah

~~April~~March 128, ~~2024~~ 2025

F-1619 Table of Contents

UNITED HEALTH PRODUCTS, INC.

Balance Sheets

	December 31,			December 31,
	2023			2022
	2024			2023
ASSETS
Current Assets
Cash and Cash Equivalents	$	95168,~~420~~883		$	1395,~~377~~420
Inventory		~~33,598~~-			3433,~~730~~598
Prepaid and other current assets		22,~~804~~800			22,~~932~~804
Total current assets		~~151~~191,~~822~~683			71151,~~039~~822
Deferred offering costs		~~21,051~~-			~~243~~21,~~039~~051
Operating lease right-of-use asset		7647,~~520~~096			-76,520
Security deposit		2,850			-2,850
Patents, net		3228,~~400~~350			3632,~~450~~400
TOTAL ASSETS	$	~~284~~269,~~643~~979		$	~~350~~284,~~528~~643
Current Liabilities
Accounts payable and accrued expenses	$	~~987~~830,~~567~~672		$	1869,~~255,232~~567
Accrued liabilities - related parties		~~226~~168,~~475~~649			~~172~~91,~~579~~725
Accrued litigation settlement		-			300,000
Accrued compensation		608,500			252,750
Operating lease liability - current		2833,~~838~~331			-28,838
Promissory note payable		-			9,136
Convertible notes payable, net of debt discount		-			207,500
Loans payable – related parties		-			4,000
Convertible notes payable – related party, net of debt discount		-			500,000
Convertible notes payable, net of debt discount		207,500			196,177
Total current liabilities		1,641,152			1,950,380
Convertible notes payable – related party, net of debt discount		500,000			478,331
Convertible notes payable, net of debt discount		557,500			-
Total current liabilities		1,950,380			2,415,455
Convertible notes payable – related party, net of debt discount		500,000			-
Operating lease liability – long-term		4815,~~489~~158			-48,489
TOTAL LIABILITIES		12,~~998~~713,~~869~~810			21,~~415~~998,~~455~~869
Commitments and Contingencies		-			-
Stockholders’ Deficit
Series A Convertible Preferred Stock - $0.001 par value, 1,000,000 shares Authorized and 0 shares issued and outstanding		-			-
Common Stock - $0.001 par value, 300,000,000 shares Authorized, 244,783,222 and 230,871,034 shares issued and outstanding at December 31, 2023 and December 31, 2022		244,783			230,871
Common Stock - $0.001 par value, 300,000,000 shares Authorized, 252,408,222 and 244,783,222 shares issued and outstanding at December 31, 2024 and December 31, 2023		252,408			244,783
Subscription Receivable		-			(50,550	)
Additional Paid-In Capital		76,004,704			74,740,201
Additional Paid-In Capital		74,740,201			71,830,695
Accumulated Deficit		(78,700,943	)		(76,699,210	)
Accumulated Deficit		(76,699,210	)		(74,075,943	)
Total Stockholders' Deficit		(2,443,831	)		(1,714,226	)
Total Stockholders' Deficit		(1,714,226	)		(2,064,927	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	269,979		$	284,643
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	284,643		$	350,528

See notes to financial statements.

F-1720 Table of Contents

UNITED HEALTH PRODUCTS, INC

Statements of Operations

	2023			2022
	2024			2023
Revenues	$	-		$	~~37,500~~-
Cost of sales		-			18,644
Gross profit		-			18,856
Operating Costs and Expenses
Selling, general and administrative expenses		1,~~827~~651,~~729~~636			21,~~196~~827,~~331~~729
Research and development expenses		~~598~~355,~~810~~936			~~624~~598,~~564~~810
Total Operating Expenses		2,~~426~~007,~~539~~572			2,~~820~~426,~~895~~539
Loss from Operations		(2,~~426~~007,~~539~~572	)		(2,~~802~~426,~~039~~539	)
Other income (expenses)
Interest expense		(4032,~~512~~322	)		(1740,~~022~~512	)
Interest expense – related party		(7576,~~684~~924	)		(6175,~~823~~684	)
Loss on settlement of debt		(80,532	)		(209,598	)
Gain (loss) on settlement of debt		115,085			(80,532	)
Other income		-			1,402,981
Total Other Income (Expense)		5,839			(196,728	)
Total Other Income (Expense)		(196,728	)		1,114,538
Income tax expense		-			-
Net Loss	$	(2,~~623~~001,~~267~~733	)	$	(12,~~687~~623,~~501~~267	)
Net Loss per common share:
Basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average number of shares outstanding		~~239~~248,~~080~~173,~~282~~249			~~229~~239,~~718~~080,~~142~~282

See notes to financial statements.

F-1821 Table of Contents

UNITED HEALTH PRODUCTS, INC

Statement of Stockholders’ Deficiency

For the Years Ended December 31, ~~2023~~2024 and ~~2022~~2023

							Additional
	Common Stock						Paid-in			Subscription			Accumulated
	Shares			Amount			Capital			Receivable			Deficit			Total
Balance at December 31, 2021		228,667,229		$	228,667		$	71,017,881		$	-		$	(72,388,442	)	$	(1,141,894	)
Balance at December 31, 2022		230,871,034		$	230,871		$	71,830,695		$	(50,550	)	$	(74,075,943	)	$	(2,064,927	)
Issuance of common stock for services and compensation		1,170,000			1,170			482,280			-			-			483,450
Sale of common stock, net of $17,400 of offering costs		10,145,000			10,145			2,247,979			50,550			-			2,308,674
Sale of common stock, net of $26,200 of offering costs		579,028			579			149,108			-			-			149,687
Common stock repurchased and cancelled		(2,478,115	)		(2,478	)		(856,303	)		-			-			(858,781	)
Common stock issued for commitment fee		757,576			758			249,242			-			-			250,000
Common stock issued to settle accrued liabilities – related party		425,000			425			203,575			-			-			204,000
Common stock issued to settle accrued liabilities		672,919			673			253,328			-			-			254,001
Common stock issued for conversion of convertible notes payable and accrued interest		827,397			827			288,245			-			-			289,072
Common stock issued for a stock subscription receivable		250,000			250			50,300			(50,550	)		-			-
Amortization of deferred offering costs		-			-			(6,961	)		-			-			(6,961	)
Net Loss		-			-			-			-			(1,687,501	)		(1,687,501	)
Balance at December 31, 2022		230,871,034			230,871			71,830,695			(50,550	)		(74,075,943	)		(2,064,927	)
Sale of common stock, net of $18,000 of offering costs		10,145,000			10,145			2,247,979			50,550			-			2,308,674
Common stock issued to settle accrued liabilities – related party		1,204,688			1,204			269,827			-			-			271,031
Common stock issued to settle accrued liabilities		712,500			713			153,038			-			-			153,751
Common stock issued for litigation settlement		1,850,000			1,850			460,650			-			-			462,500
Amortization of deferred offering costs		-			-			(221,988	)		-			-			(221,988	)
Net Loss		-			-			-			-			(2,623,267	)		(2,623,267	)
Balance at December 31, 2023		244,783,222		$	244,783		$	74,740,201		$	-		$	(76,699,210	)	$	(1,714,226	)
Sale of common stock, net of $11,400 of offering costs		5,300,000			5,300			846,879			-			-			852,179
Sale of units for cash		825,000			825			65,175			-			-			66,000
Vesting of restricted stock units		1,500,000			1,500			373,500			-			-			375,000
Amortization of deferred offering costs		-			-			(21,051	)		-			-			(21,051	)
Net Loss		-			-			-			-			(2,001,733	)		(2,001,733	)
Balance at December 31, 2024		252,408,222		$	252,408		$	76,004,704		$	-		$	(78,700,943	)	$	(2,443,831	)

See notes to financial statements.

F-1922 Table of Contents

UNITED HEALTH PRODUCTS, INC

Statements of Cash Flows

	2023			2022
	2024			2023
Cash Flows from Operating Activities:
Net Loss	$	(2,~~623~~001,~~267~~733	)	$	(12,~~687~~623,~~501~~267	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Stock for services and compensation		-375,000			~~483,450~~-
Loss on settlement of debt		80,532			209,598
Write-off of inventory		33,598			-
Amortization of right-of-use asset		807			-
(Gain) loss on settlement of debt		(115,085	)		80,532
Stock issued for litigation settlement		462,500			-
Amortization of right-of-use asset		586			807
Amortization of debt discount		32,992			16,533
Stock issued for litigation settlement		-			462,500
Amortization of debt discount		-			32,992
Amortization expense		4,050			4,050
Stock received as other income		-			(808,781	)
Changes in assets and liabilities:
Inventory		~~1,132~~-			~~(34~~1,~~730~~132	)
Prepaid and other current assets		~~128~~4			~~(17,932~~128	)
Accounts payable and accrued expenses		~~(131~~76,~~665~~190	)		~~638~~(159,~~721~~665	)
Accrued litigation settlement		(300,000	)		280,000
Accrued compensation		355,750			246,577
Accrued liabilities – related party		272,146			296,872
Accrued litigation settlement		-			(300,000	)
Net Cash Used In Operating Activities		(2,200,645	)		(619,720	)
Accrued liabilities – related party		76,924			53,569
Net Cash Used In Operating Activities		(1,194,716	)		(2,200,645	)
Cash Flows from Investing Activities:
Purchase of patents		-			(40,500	)
Security deposit		-			(2,850	)
Security deposit		(2,850	)		-
Net Cash Used In Investing Activities		-			(2,850	)
Net Cash Used In Investing Activities		(2,850	)		(40,500	)
Cash Flows from Financing Activities:
Repayment on loan payable - related parties		~~(4,000~~-	)		(~~226~~4,~~275~~000	)
Proceeds from loan payable - related parties		-			383,275
Repayments on loan payable		-			(19,136	)
Repayments on loan payable		(19,136	)		(90,864	)
Proceeds from promissory note payable		150,000			-
Repurchase of common stock		-			(50,000	)
Proceeds from convertible notes payable		200,000			-
Proceeds from convertible notes payable – related party		-			93,000
Payment of offering costs		(11,400	)		(17,400	)
Proceeds from convertible notes payable		-			392,975
Proceeds from sale of common stock		863,579			2,326,074
Payment of offering costs		(17,400	)		(26,200	)
Proceeds from sale of units		66,000			-
Proceeds from sale of common stock		2,326,074			175,887
Net Cash Provided By Financing Activities		1,268,179			2,285,538
Net Cash Provided By Financing Activities		2,285,538			651,798
Increase (decrease) in Cash and Cash Equivalents		73,463			82,043
Increase (decrease) in Cash and Cash Equivalents		82,043			(8,422	)
Cash and Cash Equivalents - Beginning of period		95,420			13,377
Cash and Cash Equivalents - Beginning of period		13,377			21,799
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	168,883		$	95,420
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	95,420		$	13,377
Supplemental cash flow information:
Cash paid for interest	$	~~703~~-		$	~~12,871~~703
Cash paid for income taxes	$	-		$	-
Schedule of Non-Cash Financing Activities:
Cancellation of common stock	$	-		$	250
Common stock issued to settle accrued liabilities – related party	$	-		$	218,250
Common stock issued for commitment fee	$	-		$	250,000
Common stock issued to settle accounts payable and accrued liabilities	$	-		$	126,000
Common stock issued to settle accrued liabilities – related party	$	218,250		$	127,500
Accounts payable and accrued expenses paid with promissory note payable	$	-		$	10,000
Common stock issued to settle accounts payable and accrued liabilities	$	126,000		$	203,126
Initial recognition of operating lease right-of-use asset and operating lease liability	$	-		$	92,425
Accounts payable and accrued expenses paid with promissory note payable	$	10,000		$	-
Amortization of deferred offering costs	$	21,051		$	221,988
Accrued litigation settlement paid with loan payable	$	-		$	100,000
Transfer of promissory note payable to convertible note	$	150,000		$	-
Initial recognition of operating lease right-of-use asset and operating lease liability	$	92,425		$	-
Loans payable – related party converted to convertible notes payable – related party	$	-		$	372,000
Common stock issued for conversion of convertible notes payable and accrued interest	$	-		$	206,849
Common stock issued for subscription receivable	$	-		$	50,550
Debt discount related to original issue discount	$	-		$	49,525
Amortization of deferred offering costs	$	221,988		$	6,961

See notes to financial statements.

F-2023 Table of Contents

UNITED HEALTH PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

Note 1. Description of the Business

~~United~~The ~~Health Products, Inc. (the “~~Company”) develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, ~~HemoStyp~~CelluSTAT®, is(formerly abranded ~~neutralized,~~as ~~oxidized~~HemoStyp), ~~regenerated~~is ~~cellulose~~ derived from cotton and designed to absorb exudate/drainage from superficial wounds and help control bleeding. ~~The~~We ~~Company~~are in the process of seeking regulatory approval to sell our ~~HemoStyp~~hemostatic gauze product line into the U.S. Class III, ~~European Union CE Mark and Canadian~~ human surgical markets.

Note 2. Significant Accounting Policies

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses, negative working capital and operations have not provided cash flows. Additionally, the Company does not currently have sufficient revenue producing operations to cover its operating expenses and meet its current obligations. In view of these factors, there is substantial doubt about the Company's ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital and other business requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentation

The Company prepares its financial statements on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates

Cash and Cash Equivalents

The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

F-2124 Table of Contents

Fair Value Measurements

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, ~~2023~~2024 and ~~2022~~2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Income Taxes

The Company accounts for income taxes using a method that requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities which is commonly known as the asset and liability method. In assessing the ability to realize deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company evaluates its tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are ‘‘more-likely-than-not’’ of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are recorded as an expense in the applicable year. The Company does not have a liability for any unrecognized tax benefits. Management’s evaluation of uncertain tax positions may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof, with due consideration given to the fact that tax periods are open to examination by tax authorities.

As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company has approximately $2325.82 and $2123.8 million of net operating loss carry-forwards, respectively, available to affect future taxable income and has established a valuation allowance equal to the tax benefit of the net operating loss carry forwards and temporary differences as realization of the asset is not assured.

F-2225 Table of Contents

Revenue Recognition

The Company receives orders for its ~~HemoStyp~~CelluSTAT products directly from its customers. Revenues are recognized based on the agreed upon sales or transaction price with the customer when control of the promised goods are transferred to the customer. The transfer of goods to the customer and satisfaction of the Company’s performance obligation will occur either at the time when products are shipped or when the products arrive and are received by the customer depending on the shipping terms. No discounts are offered by the Company as part of payment terms. The Company does not provide an estimate for returns as there is no anticipation for any returns in the normal course of business.

Trade Accounts Receivable and Concentration Risk

The Company records accounts receivable at the invoiced amount and does not charge interest. The Company reviews the accounts receivable by amounts due from customers which are past due to identify specific customers with known disputes or collectability issues. In determining the amount of the reserve, the Company makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations. The Company will also maintain a sales allowance to reserve for potential credits issued to customers. The Company will determine the amount of the reserve based on historical credits issued.

There was no provision for doubtful accounts recorded at December 31, ~~2023~~2024 and ~~2022~~2023. The Company recorded $0 in bad debt expense for the years ended December 31, ~~2023~~2024 and ~~2022~~2023.

For the year ended December 31, 2022, one customer accounted for 100% of the Company’s net revenue.

Inventory

Inventory is valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Inventory on the balance sheet consists of raw materials purchased by the Company and finished goods.

	December 31,2023		December 31,2022
	December 31,2024		December 31,2023
Raw materials	$	-	$	-
Finished goods		~~33,598~~-		3433,~~730~~598
	$	~~33,598~~-	$	3433,~~730~~598

During the year ended December 31, 2023, the Company used $1,132 of inventory for its PMA submission and recorded it to research and development.

During the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company determined that $33,598 and $0 of inventory needed to be impaired and written-off, respectively.

F-2326 Table of Contents

Patents

Accumulated amortization as of December 31, ~~2023~~2024 and December 31, ~~2022~~2023 was $812,~~100~~150 and $48,~~050~~100, respectively. Amortization expense for the years ended December 31, ~~2022~~2024 and ~~2021~~2023 was $4,050 and $4,050, respectively.

Future Amortization Expense

Year	Amount
2024	$	4,050
2025	$	4,050
2025		4,050
2026		4,050
2027		4,050
2028		4,050
Thereafter		12,150
	$	3228,~~400~~350

Impairment of Long-lived Assets

The Company applies the provisions of ASC 360, Property, Plant and Equipment, where applicable to all long-lived assets. ASC 360 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

When equipment is sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations. During the years ended December 31, ~~2023~~2024 and ~~2022~~2023 the Company determined no impairment was required.

Deferred Offering Costs

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred. The Company incurred $111,~~104~~824 and $~~112~~111,~~036~~104 in advertising and marketing costs during the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

Shipping and Handling Costs

The Company includes shipping and handling cost as part of cost of goods sold.

Research and Development

The Company charges research and development costs to expense when incurred. The Company incurred $~~598~~355,~~810~~936 and $~~624~~598,~~564~~810 in research and development expenses during the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation under the provisions of ASC 718, Compensation-Stock Compensation. Stock-based compensation expense for employees and non-employees is measured at the grant date fair value. Stock-based compensation for all stock-based awards to employees and directors is recognized as an expense over the requisite service period, which is generally the vesting period.

F-2427 Table of Contents

Per Share Information

Basic earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted earnings per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period. The dilutive effect of potential common shares is not reflected in diluted earnings per share because the Company incurred a net loss for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 and the effect of including these potential common shares in the net loss per share calculations would be anti-dilutive.

The total potential common shares as of December 31, ~~2023~~2024 include 4746,~~665~~165,000 of restricted stock units, 39,~~747~~197,~~463~~376 shares for convertible notes payable – related parties, ~~and 1~~10,~~483~~678,~~530~~412 shares for convertible notes payable and 412,500 shares for warrants. The total potential common shares as of December 31, ~~2022~~2023 include 47,665,000 of restricted stock units, 23,~~338~~747,~~832~~463 shares for convertible notes payable – related parties and ~~925~~1,~~887~~483,530 shares for convertible notes payable.

Segment Reporting

United Health Products, Inc. operates as a single operating segment, focusing on the development and commercialization of medical devices, particularly its patented hemostatic gauze, CelluSTAT™.

As the Company did not generate revenues in 2024, the CODM assessed Company performance through the achievement of target identification goals. In addition to the Company's Statement of Operations, the CODM regularly works with the Principal Financial Officer to develop budgeted and forecasted expense information which is used to determine the Company's liquidity needs and cash allocation.

Leases

Reclassifications

Certain prior period amounts in the accompanying audited financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the results of operations or financial position for any period presented.

New and Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the ASU for the fiscal year ended December 31, 2024. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the requirements for income tax disclosures in order to provide greater transparency. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied prospectively, although optional retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

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, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.

F-2528 Table of Contents

Note 3. Related Party Transactions

Convertible notes payable - related parties

As of December 31, ~~2023~~2024 and ~~2022~~2023, convertible notes payable – related parties (net of debt discount) totaled $500,000 and $~~478~~500,~~331~~000, respectively.

During the year ended December 31, 2022, Brian Thom, the Company’s Chief Executive Officer, converted $372,000 of a loan payable balance to a convertible note payable. The unpaid accrued interest on the loan payable was transferred to the convertible note payable. The note had an interest rate of 10%, an original issue discount (“OID”) of 7% and had a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $28,000 of a debt discount related to the OID. As of December 31, ~~2023~~2024 and December 31, ~~2022~~2023, the remaining unamortized debt discount was $0 and $160,~~998,~~ respectively. Accrued interest associated with the note was $77139,~~287~~334 and $3377,~~897~~287 as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

During the year ended December 31, 2022, Robert Denser, a Director of the Company, loaned the Company $93,000 through a convertible note. The note had an interest rate of 10%, an OID of 7% and had a maturity date of December 31, 2023. The note is convertible into common stock of the Company at $0.35 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $7,000 of a debt discount related to the OID. As of December 31, ~~2023~~2024 and December 31, ~~2022~~2023, the remaining unamortized debt discount was $0 and $40,~~671,~~ respectively. Accrued interest associated with the note was $1429,~~438~~315 and $414,~~034~~438 as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

On December 15, 2023, the Company entered into amendments on the above convertible notes, which extended the maturity date to December 31, 2024 and increased the interest rate from 10% to 13%, effective January 1, 2024. On December 20, 2024, the Company entered into amendments on the above convertible notes, which extended the maturity date to December 31, 2026.

~~F-26~~Interest ~~Table~~expense – related party on the above convertible notes payable was $76,924 (including $0 of ~~Contents~~debt discount amortization related to the OID) and $75,462 (including $21,669 of debt discount amortization) during the year ended December 31, 2024 and 2023, respectively. Accrued interest – related party due to these convertible notes was $168,649 and $91,725, as of December 31, 2024 and 2023, respectively.

~~Interest~~The ~~expense~~following –represents ~~related party on~~ the ~~above~~future ~~convertible~~aggregate ~~notes~~maturities ~~payable~~as ~~was $75,684 (including $21,669~~ of ~~debt~~December ~~discount amortization related to the OID) and $36~~31,~~531~~ ~~(including~~2024 ~~$13,331~~ of ~~debt discount amortization) during~~ the ~~year~~Company’s ~~ended~~Convertible ~~December~~Notes ~~31,~~Payable ~~2023 and 2022, respectively. Accrued interest~~ – ~~related~~Related ~~party due to these convertible notes was $91,725 and $37,931, as of December 31, 2023 and 2022, respectively.~~Parties:

	Amount
2025	$	-
2026		500,000
Total	$	500,000

Loans payable/advances - related parties

As of December 31, 2023 and 2022, loans payable – related parties totaled $0 and $4,000, respectively.

During the year ended December 31, 2022, Mr. Thom loaned the Company $315,000 to pay for operating expenses. The loans had an interest rate of 10% and was due on demand. The Company repaid $118,000 in principal and $6,569 of accrued interest and $372,000 of principal was converted to a convertible note payable and any unpaid accrued interest was transferred to the convertible note payable as mentioned above. The outstanding principal balance and accrued interest owed to Mr. Thom on the loan payable was $0 as of December 31, 2022.

During the year ended December 31, 2022, Mr. Schiliro, loaned the Company $64,275 to pay for operating expenses. The loan had an interest rate of 10% and was due on demand. The Company repaid $108,275 in principal ($44,000 of principal was owed as of December 31, 2021) and $5,802 of accrued interest leaving a balance of $0 on the loan payable and accrued interest owed to Mr. Schiliro as of December 31, 2022.

During the year ended December 31, 2022, Kristofer Heaton, the Principal Financial Officer, loaned the Company $4,000 to pay for operating expenses. The loan had an interest rate of 10% and was due on demand. During the year ended December 31, 2023, the Company repaid $4,000 of principal and $446 of accrued interest leaving a balance of $0 as of December 31, 2023.

Interest expense – related party on the above ~~loans~~loan was $~~222~~0 and $~~25,292~~222 during the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively. Accrued interest – related party as of December 31, ~~2023~~2024 and ~~2022~~2023 was $0 ~~and $224, respectively~~.

F-27 Table of Contents

Accrued liabilities – related parties

As of December 31, 2023 and December 31, 2022, $134,750 and $127,500 of accrued compensation was due to the Company’s officers and management, respectively.

As of December 31, 2023 and December 31, 2022, $0 and $6,923 was owed to the Company’s officers and management for reimbursable expenses.

Equity transactions

During the year ended December 31, 2022, the Company acquired 2,228,115 shares of common stock from its former Chief Executive Officer as described in Note 6.

During the year ended December 31, 2023, the Company issued 1,204,688 shares of common stock with a fair value of $271,031 to its officers and management for $218,250 of accrued compensation (see Note 6) which resulted in $52,781 being recorded as a loss on settlement of debt.

F-2829 Table of Contents

Note 4. Promissory Note Payable

During the year ended December 31, 2022, the Company entered into a $100,000 promissory note with its legal counsel which accrued interest at 1%, required monthly payments of $9,136 until the balance was paid in full and was secured by 200,000 shares of restricted common stock which would have demand registration rights and the Company would file a registration statement within 45 days of the request.

During the year ended December 31, 2022, the Company paid $90,864 of principal and $500 in interest expense leaving a principal balance of $9,136 and accrued interest of $0 as of December 31, 2022.

During the year ended December 31, 2023, the Company paid the remaining principal balance of $9,136. As of December 31, 2023, the principal balance and accrued interest was $0.

During the year ended December 31, 2023, $10,000 of accounts payable and accrued liabilities were paid on behalf of the Company. The Company entered into a note payable for the $10,000 payment. The note payable had an interest rate of 5% and a maturity date of December 31, 2023. During the year ended December 31, 2023, the Company repaid $10,000 of principal and $256 of accrued interest leaving a balance of $0 as of December 31, 2023.

~~Interest~~On ~~expense~~August on5, 2024, the ~~above~~Company ~~loans~~entered ~~was~~into a $~~256~~150,000 promissory note with a third-party lender, which was non-interest bearing and ~~$500~~had ~~during~~a maturity date of 60 days. On October 28, 2024, the ~~years~~Company ~~ended~~entered into an amendment to this promissory note, which extended the maturity date to 120 days. On December 3116, ~~2023~~2024, ~~and~~the ~~2022~~Company rolled the $150,000 ~~respectively.~~promissory ~~Accrued~~note ~~interest~~into asa convertible note agreement with this third-party lender (see Note 5). As of December 31, ~~2023~~2024, ~~and~~there ~~2022~~ was $0 principal balance on the promissory note.

Interest expense on the above loans was $0 and $256 during the years ended December 31, 2024 and 2023, respectively. Accrued interest as of December 31, 2024 and 2023 was $0.

Note 5. Convertible Notes

During the year ended December 31, 2022, the Company issued a $~~200~~100,000 convertible ~~promissory~~note and a $107,500 convertible note and received total proceeds of $192,975. The ~~note~~notes had an interest rate of 10%, an OID of 7% and had a maturity date of December ~~November 30~~31, ~~2022~~2023. The ~~note~~notes ~~was~~are convertible into common stock of the Company at $0.4035 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.35 per share, the conversion price shall be reduced to equal such lower issue price per share. The Company recorded $14,525 of a debt discount related to the OID. As of December 31, 2024 and December 31, 2023, the remaining unamortized debt discount was $0 and $0, respectively.

InOn ~~November~~December ~~2022~~15, 2023, the Company ~~amended~~entered ~~the~~into ~~conversion~~amendments ~~terms~~on of the above convertible ~~promissory~~notes, ~~note~~which ~~from~~extended athe ~~conversion~~maturity ~~price~~dates ~~of $0.40 per share~~ to ~~$0.25~~December ~~per share. The $200~~31,~~000~~ ~~principal~~2024 ~~balance~~ and ~~$6,849~~increased ofthe ~~accrued~~ interest ~~were~~rates ~~converted~~from ~~into~~10% ~~827~~to 13%,~~397~~ ~~shares~~effective ofJanuary ~~common~~1, ~~stock~~2024. ~~leaving~~On aDecember ~~balance~~20, ~~owed~~2024, ~~of $0 on~~ the ~~convertible~~Company ~~note. The~~entered ~~reduction~~into inamendments to the ~~conversion~~aforementioned ~~price~~convertible ~~was~~notes, ~~considered~~which anextended ~~inducement~~the ~~for~~maturity ~~conversion~~dates ~~and~~to ~~the~~December ~~Company recorded $82~~31,~~223~~ ~~as loss on settlement of debt~~2026.

During the year ended December 31, ~~2022~~2024, the Company issued a $~~100~~350,000 convertible note and ~~a $107,500 convertible note and~~ received total proceeds of $~~192~~200,~~975~~000. The ~~notes~~remaining ~~had~~$150,000 anwas ~~interest~~rolled ~~rate~~from ~~of 10%,~~a promissory note with this third-party lender (see Note 4). The note has an ~~OID~~interest rate of 713% and ~~had~~ a maturity date of December 31, ~~2023~~2026. The ~~notes~~note ~~are~~is convertible into common stock of the Company at $0.3505 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.3505 per share, the conversion price shall be reduced to equal such lower issue price per share. ~~The Company recorded $14,525 of a debt discount related to the OID. As of December 31, 2023 and December 31, 2022, the remaining unamortized debt discount was $0 and $11,323, respectively.~~

OnInterest ~~December~~expense ~~15,~~on ~~2023~~the above convertible notes payable was $32,322 ~~the~~(including ~~Company~~$0 ~~entered~~of ~~into~~debt ~~amendments~~discount onamortization related to the ~~above~~OID) ~~convertible~~and ~~notes~~$32,875 ~~which~~(including ~~extended~~$11,323 ~~the~~of ~~maturity~~debt ~~date~~discount amortization related to the OID) during the year ended December 31, 2024 and ~~increased~~2023, ~~the~~respectively. Accrued interest ~~rate~~as ~~from~~of ~~10%~~December to31, ~~13%~~2024 and December 31, ~~effective~~2023 ~~January~~was 1$59,071 ~~2024~~and $26,749, respectively, and has been recorded in accrued liabilities on the balance sheet.

~~Interest~~The ~~expense~~following onrepresents the ~~above~~future ~~convertible~~aggregate ~~notes~~maturities ~~payable~~as ~~was $32,875 (including $11,323~~ of ~~debt discount amortization related to the OID) and $15,505 (including $3,202 of debt discount amortization related to the OID) during the year ended~~ December 31, ~~2023~~2024 ~~and 2022, respectively. Accrued interest as~~ of ~~December~~the ~~31,~~Company’s ~~2023~~Convertible ~~and~~Notes ~~December 31, 2022 was $26,749 and $5,454, respectively, and has been recorded in accrued liabilities on the balance sheet.~~Payable:

F-29 Table of Contents

	Amount
2025	$	-
2026		557,500
Total	$	557,500

Note 6. Issuances of Securities

Share Issuances (2022)

During the year ended December 31, 2022, the Company had the following common stock transactions:

· 579,028 shares of common stock were sold to non-affiliated investors in a private placement for total cash proceeds of $149,687. · 672,919 shares of common stock were issued to various consultants to settle $203,126 of accrued liabilities resulting in a loss on settlement of debt of $50,875. · 300,000 shares of common stock with a fair value of $129,000 were issued to consultants for services. · 425,000 shares of common stock were issued to settle $127,500 of accrued liabilities – related party (see Note 3) resulting in a loss of settlement of debt of $76,500. · 850,000 shares of common stock with a fair value of $344,250 were issued to officers and a former officer of the Company for services. · 20,000 shares of common stock with a fair value of $10,200 were issued for legal services. · 757,756 shares of common stock with a fair value of $250,000 were issued as commitment shares. · 827,297 shares of common stock were issued due to conversion of a convertible note payable of $200,000 and accrued interest of $6,849. · 250,000 shares of common stock were sold to White Lion for $50,550 after legal and administrative fees of $600 were deducted. The $50,550 was received in January 2023 and is shown as a subscription receivable in the balance sheet.

Triton Purchase Agreement

On June 25, 2021, the Company entered into a common stock purchase agreement (the “Triton Purchase Agreement”) with Triton Funds LP (“Triton”) to sell Triton up to $6,000,000 of common stock. The Triton Purchase Agreement expired on June 30, 2022.

White Lion Common Stock Purchase Agreement

On September 1, 2022, the Company entered into a common stock purchase agreement (the “CSPA”) with White Lion Capital, LLC (“White Lion”). Pursuant to the CSPA, the Company has the right, but not the obligation, to require White Lion to purchase up to $10,000,000 of the Company’s common stock, subject to certain limitations and conditions set forth in the CSPA. The Company is required to register the resale of the shares issuable to White Lion under the CSPA with the U.S. Securities and Exchange Commission, as a condition to requesting White Lion purchase shares. On September 7, 2022, the Company filed a registration statement on Form S-3 to register for resale up to 15,000,000 common shares. The Company’s S-3 registration statement was declared effective by the SEC on September 19, 2022.

The Company’s right to sell shares to White Lion commenced on the effective date of the resale registration statement and extends for a period of three years. During this term, the Company may exercise its right to sell shares to White Lion, subject to limitations on the amount of shares that are permitted to be sold with each exercise. The purchase price to be paid by White Lion for such shares will equal 93% the lower of: (i) the volume-weighted average price of the Company’s common stock during a period of five consecutive trading days following the Company’s exercise of its right to sell shares, or (ii) the closing price of the common stock on the day the Company exercises its right to sell shares, subject to a minimum price of $0.25 per share.

In consideration for White Lion’s commitment to purchase shares under the CSPA when requested, the Company issued 757,576 shares to White Lion with a fair value of $250,000, as disclosed above.

F-30

Table of Contents

~~The~~Note ~~Company has the right to terminate the CSPA at any time, at no cost or penalty, upon ten trading days prior written notice~~6. ~~Additionally,~~Issuances ~~White Lion will have the right to terminate the CSPA in accordance with its terms for certain breaches~~ of ~~the CSPA by the Company, a Company bankruptcy filing, or the Company’s CEO, Principal Financial Officer or Director of Operations terminating their respective employment with the Company.~~Securities

~~During~~Share ~~the~~Issuances year ended December 31, 2022, the Company sold 395,000 shares of common stock to White Lion and received net proceeds of $72,395 after legal and administrative fees of $26,200 related to the CSPA were deducted, which were included in the total shares issued for cash to non-affiliated investors disclosed above.2023

Share Repurchases (2022)

During the year ended December 31, 2022, the Company paid $50,000 to repurchase 142,857 shares of common stock and received 2,085,258 shares of common stock from its former Chief Executive Officer in connection with his remaining $808,781 disgorgement settlement obligation with the SEC (Note 10). The aggregate amount of 2,228,115 shares of common stock were cancelled.

Share Cancellations (2022)

During the year ended December 31, 2022, 250,000 shares of common stock were returned to the Company for no consideration, therefore the Company cancelled the shares, reducing common stock by $250 and increasing additional paid-in capital by the same.

Share Issuances (2023)

During the year ended December 31, 2023, the Company had the following common stock transactions:

	·	1,204,688 shares of common stock with a fair value of $271,031 were issued to officers and management of the Company to settle $218,250 of accrued liabilities (see Note 3) resulting in a loss on settlement of debt of $52,781.
	·	712,500 shares of common stock with a fair value of $153,751 were issued to consultants to settle $126,000 of accrued liabilities resulting in a loss on debt settlement of $27,751.
	·	10,145,000 shares of common stock were sold for $2,308,674 net of legal and administrative fees of $17,400 and which included a payment of $50,550 for a subscription receivable, under the Company’s common stock purchase agreement with White Lion.
	·	1,850,000 shares of common stock with a fair value of $462,500 were issued to settle litigation (see Note 8).

~~Restricted~~Share ~~Stock~~issuances ~~Units~~2024

AsDuring ~~described above in Note 3, during~~ the year ended December 31, ~~2022~~2024, the ~~Board of Directors approved an RSU Agreement in which Robert Denser, Director was granted 1,000,000 RSU’s which are subject to certain conditions and shall vest upon the achievement of certain~~ Company ~~objectives~~had ~~and milestones. In addition, an RSU Agreement with Brian Thom, originally entered into on November 24, 2020, was amended. The amendment increased~~ the ~~amount~~following ofcommon ~~RSU’s~~stock ~~granted from 11,500,000 to 13,225,000. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones.~~ transactions:

	·	5,300,000 shares of common stock were sold for $852,179, net of legal and administrative fees of $11,400, under the Company’s common stock purchase agreement with White Lion.
	·		825,000 units were sold for $66,000. A unit consists of 1 share of common stock and ½ of a warrant and the Company issued 825,000 shares of common stock and 412,500 warrants related to the sale of the units. The Company used the relative fair method in valuing the common stock and warrants included in the sale of the units. The common stock and warrants were valued at $60,010 and $5,990, respectively.

White Lion Common Stock Purchase Agreement (CSPA)

The Company has the right to terminate the CSPA at any time, at no cost or penalty, upon ten trading days prior written notice. Additionally, White Lion will have the right to terminate the CSPA in accordance with its terms for certain breaches of the CSPA by the Company, a Company bankruptcy filing, or the Company’s CEO, Principal Financial Officer or Director of Operations terminating their respective employment with the Company.

On January 25, 2023, the Company and White Lion amended the CSPA (the "First Amendment") to provide that if the Company issues a share price purchase notice at a time that the Company's common stock is trading below the Floor Price and White Lion waives the Floor Price condition, the share purchase price multiplier for that transaction will be 90% instead of 93%.

F-31

Table of Contents

~~During~~Restricted ~~the~~Stock year ended December 31, 2022, the Board of Directors approved RSU Agreements with four physicians as consideration to acquire their rights to the patent application and related intellectual property rights in the “Method of Forming and Using a Hemostatic Hydrocolloid”, U.S. Patent Office Serial No. 62/875,798, filed July 18, 2019, in which a total of 16,000,000 RSU’s were granted. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones.Units

~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2022,~~2024 ~~the~~and ~~Board~~December of31, ~~Directors~~2023, ~~approved an amendment to~~ the ~~original~~Company ~~terms~~has of46,165,000 anand ~~RSU~~47,665,000 ~~Agreement~~restricted ~~with~~stock aunits ~~consultant. The amendment increased the amount of~~ (RSU’s) ~~granted from 750~~outstanding,~~000~~ ~~to 3,000,000~~respectively. The RSU’s are subject to certain conditions and shall vest upon the achievement of certain Company objectives and milestones.

~~Management~~During isthe ~~unable~~year toended ~~determine~~December if31, ~~and~~2024, ~~when~~the ~~FDA~~Company ~~approval~~terminated the services of aone ~~PMA~~of ~~Class~~its ~~III~~consultants ~~will~~who behad ~~awarded~~an toRSU ~~the~~agreement ~~Company~~in orplace. ~~when~~Per athe ~~change~~RSU agreement, all of ~~control~~the ~~will~~unvested ~~occur,~~RSU’s ifowed atto ~~all,~~the ~~and~~consultant asvested immediately upon termination of ~~December~~services. 31This resulted in 1,500,000 RSU’s ~~2023~~vesting and $375,000 ~~there~~of stock-based compensation being recorded which was athe ~~total~~fair value of ~~$25,313,630~~the ~~unrecognized~~shares ~~compensation~~on ~~cost~~the ~~related~~original togrant ~~the~~date ~~restricted~~of ~~stock~~the ~~unit~~RSU ~~awards~~agreement.

~~Activity~~Management ~~related~~is unable to ~~our~~predict if or when a Covered Transaction or Triggering Event under the RSU Agreements governing the restricted stock units ~~during~~will ~~the~~occur ~~year~~and ~~ended~~as of December 31, ~~2022~~2024, there was as$24,938,630 ~~follows:~~of unrecognized compensation cost related to unvested restricted stock unit awards.

	Number of Units			Weighted AverageGrant Date Fair Value
Total awards outstanding at December 31, 2021		28,190,000		$	0.96
Units granted		31,725,000		$	0.42
Units Exercised/Released		-		$	-
Units Cancelled/Forfeited		(12,250,000	)	$	1.16
Total awards outstanding at December 31, 2022		47,665,000		$	0.54

Activity related to our restricted stock units during the year ended December 31, 2023 was as follows:

Activity related to our restricted stock units during the year ended December 31, 2023 was as follows:
	Number of Units		Weighted AverageGrant Date Fair Value
			Weighted
			Average
			Grant
	Number of		Date Fair
	Units		Value
Total awards outstanding at December 31, 2022		47,665,000	$	0.54
Units granted		-	$	-
Units Exercised/Released		-	$	-
Units Cancelled/Forfeited		-	$	-
Total awards outstanding at December 31, 2023		47,665,000	$	0.54

Activity related to our restricted stock units during the year ended December 31, 2024 was as follows:
				Weighted
				Average
				Grant
	Number of			Date Fair
	Units			Value
Total awards outstanding at December 31, 2023		47,665,000		$	0.54
Units granted		-		$	-
Units Exercised/Released		(1,500,000	)	$	0.25
Units Cancelled/Forfeited		-		$	-
Total awards outstanding at December 31, 2024		46,165,000		$	0.55

F-32

Table of Contents

Warrants

Activity related to our warrants during the year ended December 31, 2024 was as follows:

	Number of Warrants		Weighted Average Exercise Price
Total warrants outstanding at December 31, 2023		-	$	-
Granted		412,500	$	0.14
Exercised		-	$	-
Cancelled/Forfeited		-	$	-
Total warrants outstanding at December 31, 2024		412,500	$	0.14

	Year Ended
	December 31,
	2024
Exercise price	$	0.14
Expected term		1 year
Expected average volatility		90.88	%
Expected dividend yield		-
Risk-free interest rate		4.17	%

The following table summarizes information relating to outstanding and exercisable warrants as of December 31, 2024:

Warrants Outstanding

Warrants Exercisable

Weighted Average

Number Warrants

Remaining Contractual

Weighted Average

Number

Weighted Average

life (in years)

Exercise Price

of Shares

Exercise Price

412,500

0.14

412,500

0.14

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at December 31, 2024. As of December 31, 2024, the aggregate intrinsic value of warrants outstanding was approximately $0.

F-33

Table of Contents

Note 7. Accrued Litigation Settlement

On June 15, 2022, the Security and Exchange Commission’s (SEC) investigation of the Company, initially reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, was settled through the filing of a consent judgment without the Company admitting or denying the SEC’s allegations. As part of the settlement, the Company was required to pay a civil penalty of $450,000, payable in four installments as follows:

	·	$50,000 upon the entry of the judgment;
	·	$100,000 within 90 days of the entry of the judgment;
	·	$150,000 within 180 days of the entry of the judgment; and
	·	$150,000 within 270 days of the entry of the judgment, plus statutory interest on payments made after 30 days of the entry of the judgment pursuant to U.S.C. Section 1961

During the year ended December 31, 2022 the Company made the initial scheduled payment of $50,000 and the second scheduled payment of $100,000 towards the civil penalty and as of December 31, 2022, the accrued litigation balance was $300,000.

During the year ended December 31, 2023, the Company amended its installment payment plan to the SEC related to its civil penalty. The amended payment plan called for the Company to make three $50,000 payments with payments due on August 1, 2023, September 1, 2023 and October 1, 2023 with any remaining principal plus outstanding post-judgement interest to be paid on November 1, 2023.

During the year ended December 31, 2023, the Company made the remaining payments owed on the civil penalty and paid $7,638 of post-judgement interest. As of December 31, 2023 the accrued litigation settlement balance was $0.

Note 8. Litigation

In 2018, an action was commenced in the United States District Court Southern District of New York entitled JEC Consulting Associates, LLC. Liquidator of Lead Dog Capital LP against United Health Products t/k/a United EcoEnergy Corp and Douglas K. Beplate under Docket Number 18-cv-1139 (ER). The third-party action sought to remove a restrictive legend from a particular stock certificate for Three Million Fifty Thousand (3,050,000) shares and declare the shares to be free trading. The third-party plaintiff alleges that the Company and Mr. Beplate refused to have the restrictive legend on the stock certificate removed under Rule 144 and sought compensatory and punitive damages. The Federal court issued an order that the Securities Exchange Commission should review the claim before the District Court renders a final ruling. On April 22, 2022 the parties entered in a Settlement Agreement wherein the Company would agree to allow the removal of the restrictive legend as permitted under applicable securities laws and distribution of the shares to affiliates of the plaintiffs. Under the Settlement Agreement the Company will make no payments other than to pay expenses related to its own legal counsel.

F-3334 Table of Contents

As mentioned in Note 7 above, the Company settled the SEC’s investigation through the filing of a consent judgment on the terms described in the Company’s Form 8-K filed on April 29, 2022, without the Company admitting or denying the SEC’s allegations.

The Company was also a party to the following legal proceedings:

On February 7, 2020, the Company filed the Original Petition for Fraud and Breach of Contract in the Texas District Court for the 215th Judicial District of Harris County against defendants Patterson Companies Inc., Patterson Management, L.P., Patterson Veterinary, Inc. and Patterson Logistics Services, Inc., and Animal Health International, Inc. On March 5, 2020, the defendants removed the case to U.S. District Court for Southern District of Texas. The defendants filed their answer in federal court on March 12, 2020. The original August 25, 2020 pretrial deadlines were extended. On January 18, 2022, the Company’s claims were dismissed, with prejudice, by the court. On February 9, 2022, the Company and Patterson reached an agreement on settlement of Patterson’s counterclaim. The Company agreed to pay $120,000 which was accrued as of December 31, 2021. The $120,000 settlement payment was paid in full in February 2022.

In August 2020, United Health Products filed suit against its former auditors, in Utah State Court, asserting claims related to professional negligence and breach of fiduciary duty. The Company and the defendant, through mediation reached an agreement on settlement in which the defendant agreed to pay $392,000 and the entire amount was paid in September 2022 and recorded as other income in the statement of operations (Note 10).

Note 9. Income Tax

The Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under ASC 740, 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.

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at December 31, ~~2023~~2024 or ~~2022~~2023.

The Company’s federal income tax returns for the years ended December 31, ~~2020~~2021 through December 31, ~~2023~~2024 remain subject to examination by the Internal Revenue Service as of December 31, ~~2023~~2024.

During ~~2023~~2024 and ~~2022~~2023, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved.

F-3435 Table of Contents

Net deferred tax assets consist of the following components as of December 31, ~~2023~~2024 and ~~2022~~2023

	2023			2022
	2024			2023
Deferred tax assets:
Net operating loss carryover	$	45,~~989~~310,~~300~~500		$	4,~~570~~989,~~400~~300
Accrued related party payroll		1137,~~000~~500			1711,~~300~~000
Valuation allowance		(5,~~000~~348,~~300~~000	)		(45,~~587~~000,~~700~~300	)
Net deferred tax asset	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the U.S federal income tax rate (21%) for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 due to the following:

	2023			2022
	2024			2023
Book income	$	(~~550~~420,~~900~~400	)	$	(~~354~~550,~~400~~900	)
Related party accrued payroll		1137,~~000~~500			1711,~~300~~000
(Gain) Loss on debt settlement		16(24,~~900~~200	)		4416,~~000~~900
Stock for services and compensation		9778,~~100~~800			~~101~~97,~~500~~100
Interest amortization		~~6,900~~-			36,~~500~~900
Inventory write-off		-7,100			-
Property and equipment write-off		-			-
Valuation allowance		321,200			419,000
Other non-deductible		-			(169,800	)
Valuation allowance		419,000			357,900
Income tax expense	$	-		$	-

As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company has taxable net loss carryovers of approximately $2325.85 and $2123.8 million, respectively that may be offset against future taxable income.

Note 10. Other Income

During the year ended December 31, ~~2022~~2024, ~~as described in Note 8 above,~~ the Company ~~received~~entered ~~$392,000~~into as a settlement ~~payment~~agreement ~~from~~with one of its ~~former~~vendors ~~auditor.~~related to outstanding invoices. The Company ~~also~~paid ~~received~~ $~~202~~55,~~200~~532 into ~~cash~~the ~~and~~vendor ~~2,085,258~~related ~~shares of its common stock~~ to ~~satisfy~~outstanding ~~its~~invoices ~~former~~of ~~Chief~~approximately ~~Executive Officer’s remaining~~ $~~808~~171,~~781~~000 ~~disgorgement~~resulting ~~obligation~~in ~~under~~ a ~~settlement~~gain ~~with~~on ~~the~~settlement ~~SEC~~of ~~(Note 6)~~$115,085. The ~~total~~gain ~~amount~~ of $1115,~~402,981~~085 was recorded as other income in the ~~Statement~~statement of ~~Operations~~operations.

Note 11. Leases

On October 31, 2022, the Company signed a 120-day lease for 600 square feet of space in Hammonton, New Jersey to install and test its medical device equipment. The agreement required $2,500 upon signing the agreement and monthly payments of $2,500. ~~As of December 31, 2022, the Company had not made any payments on the lease agreement and had accrued $7,500 related to the lease expense.~~ The Company did not renew the lease agreement but used the facility on a month-to-month basis until a new location was found. During the year ended December 31, 2023, the Company paid $10,000 in lease expense related to this lease.

F-3536 Table of Contents

The components of lease expense and supplemental cash flow information related to the lease for the period are as follows:

	Year Ended December31, 2023
	Year Ended December 31, 2024			Year Ended December 31, 2023
Lease Cost
Operating lease cost (included in general and administrative in the Company’s statement of operations)	$	2035,~~757~~584		$	20,757
Other Information
Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2023	$	19,950
Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2024 and 2023	$	34,998		$	19,950
Weighted average remaining lease term – operating leases (in years)	~~2.42 years~~	1.41 years			2.42 years
Average discount rate – operating lease		10	%		10	%

The supplemental balance sheet information related to leases for the period is as follows:

	At December31, 2023		At December31, 2022
	At December 31, 2024		At December 31, 2023
Operating leases
Remaining right-of-use assets	$	7647,~~520~~096	$	-76,520
Short-term operating lease liabilities	$	2833,~~838~~331	$	-28,838
Long-term operating lease liabilities	$	4815,~~489~~158	$	-48,489
Total operating lease liabilities	$	7748,~~327~~489	$	-77,327

Maturities of the Company’s undiscounted lease liabilities are as follows:

Year Ending	OperatingLeases
2024	$	34,998
2025	$	36,394
2025		36,394
2026		15,410
Total lease payments		8651,~~802~~804
Less: Imputed interest/present value discount		(93,~~475~~315	)
Present value of lease liabilities	$	7748,~~327~~489

Note 12. Subsequent Events

The Company has evaluated events from December 31, ~~2023~~2024, through the date whereupon the financial statements were issued and has determined that there are no material events that need to be disclosed, except as follows:

The Company issued shares of common stock for the following:

· 2$90,~~050,~~000 ~~shares~~ of ~~common~~Convertible ~~stock~~Notes were ~~sold~~issued to ~~White~~accredited ~~Lion~~investors ~~and~~with ~~received~~a ~~net~~maturity ~~proceeds~~date of ~~$391~~December 31,~~225~~ ~~after~~2026, ~~administrative~~an ~~fees~~interest ~~related~~rate toof 13.0% and a $0.12 per share conversion price. In the ~~CSPA~~event the Company issues any shares of common stock before the maturity date at a price that is lower than $30.12 per share,~~600~~ ~~were~~the ~~deducted~~conversion price shall be reduced to equal such lower issue price per share.

F-3637 Table of Contents

UNITED HEALTH PRODUCTS, INC.

1525,~~000~~669,~~000~~288 Shares of Common Stock for Resale by the Selling Security Holder

PROSPECTUS

, ~~2024~~2026

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses paid or payable by us in connection with the sale of the common stock being registered. None of these costs or expenses will be borne by the selling ~~stockholders~~security holder. All amounts shown are estimates except for the Securities and Exchange Commission, or “SEC,” registration fee.

Expense	Amount Paidor to be Paid
SEC registration fee	$	~~338~~208.7440
Legal fees and expenses		20,000	*
Accounting fees and expenses		2,500	*
Miscellaneous expenses		500	*
Total	$	23,~~338~~208.7440	*

*	Estimated, as permitted under Item 511 of Regulation S-K.

Item 14. Indemnification of Directors and Officers.

United Health Products, Inc. is incorporated under the laws of the State of Nevada and is generally governed by the Nevada Private Corporations Code, Title 78 of the Nevada Revised Statutes, or NRS. Our articles of incorporation and bylaws implement the indemnification provisions permitted by Chapter 78 of the NRS by providing that we shall indemnify our directors and officers to the fullest extent permitted by the NRS against expense, liability, and loss reasonably incurred or suffered by them in connection with their service as an officer or director. Our articles of incorporation and bylaws also provide that we may purchase and maintain liability insurance, or make other arrangements for such obligations or otherwise, to the extent permitted by the NRS.

Item 15. Recent Sales of Unregistered Securities.

The following is a summary of transactions by us since January 115, ~~2021~~2023, involving the unregistered issuance and redemption of our common equity securities. We issued all of the securities listed below in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended as a transaction by an issuer not involving any public offering:

In January of 2021, the Company issued 33,390,000 shares of Company common stock to officers, consultants and legal counsel upon the vesting and settlement of RSUs.

On February 5, 2021, the Company issued 100,000 shares of Company common stock to a consultant with a value of $1.11 per share as compensation for services to the Company.

On February 16, 2021, the Company issued 100,000 shares of Company common stock to a note holder with a value of $0.85 per share to settle a conversion of $85,000 of debt.

On March 30, 2021, the Company sold 125,000 shares of Company common stock to a non-affiliated investor with a value of $0.80 per share for $100,000 in a private placement.

Between January and March 31, 2021, the Company issued 2,300,250 shares of Company common stock to officers, consultants and legal counsel with a value of $0.50 per share to settle the conversion of promissory notes payable at fair value of $1,151,626.

Between January and March 31, 2021, the Company issued 177,835 shares of Company common stock to officers in satisfaction of debt and accrued liabilities of $153,523, valued at $188,713.

II-1 Table of Contents

In or around April of 2021, the Company issued 325,000 shares of Company common stock to legal counsel upon the vesting and settlement of RSUs.

On June 30, 2021, the Company issued 37,996 shares of Company common stock to a note holder with a value of $0.80 per share to settle the conversion of notes and accrued interest of $30,396.

On July 21, 2021, the Company issued 300,000 shares of Company common stock to Steven Saffran with a value of $1.04 per share as settlement of $312,000 in connection with litigation.

Between August and September 30, 2021, the Company sold 370,455 shares of Company common stock to unaffiliated investors with a value of $0.88 per share for $326,000 in a private placement.

In September of 2021, the Company issued 200,000 shares of Company common stock to a consultant upon the vesting and settlement of RSUs.

On October 15, 2021, the Company sold 61,000 shares of Company common stock to Triton Fund LLC with a value of $0.88 per share for $53,802 pursuant to a stock purchase agreement.

In or around November of 2021, the Company issued 1,240,250 shares of Company common stock to officers and consultants in satisfaction of $617,625 of accrued liabilities, valued at $1,017,005.

In or around November of 2021, the Company issued 35,000 shares of Company common stock to legal counsel upon the vesting and settlement of RSUs.

In or around November of 2021, the Company issued 125,000 shares of Company common stock to officers and consultants with a value of $0.82 per share as compensation for services to the Company.

In or around January 2022, the Company issued 6,252 shares of Company common stock to a consultant in satisfaction of $3,126 of accrued liabilities.

In or around February of 2022, the Company sold 184,028 shares of Company common stock to unaffiliated investors with a value of $0.42 per share for $77,292 in a private placement.

In or around February of 2022, the Company issued 20,000 shares of Company common stock to legal counsel as compensation for $10,200 worth of services to the Company.

In or around April of 2022, the Company issued 625,000 shares of Company common stock to officers and consultants in satisfaction of $187,500 of accrued liabilities.

In or around April of 2022, the Company issued 625,000 shares of Company common stock to officers and consultants as compensation for $300,000 worth of services to the Company.

In or around September of 2022, the Company issued 525,000 shares of Company common stock to officers and consultants as compensation for $173,250 worth of services to the Company.

Between August 2, 2022 through August 31, 2022, the Company paid $50,000 to repurchase 142,857 shares of common stock and received 2,085,258 shares of common stock from its former Chief Executive Officer in connection with his remaining $808,781 disgorgement settlement obligation with the SEC. The aggregate amount of 2,228,115 shares of common stock were cancelled.

In or around September of 2022, the Company issued 466,667 shares of Company common stock to a consultant in satisfaction of $140,000 of accrued liabilities.

In or around September of 2022, the Company issued 75,000 shares of Company common stock to White Lion as consideration for $9,856, net of legal fees, in connection with the CSPA.

II-2 Table of Contents

In or around September of 2022, the Company issued 757,576 shares of Company common stock to White Lion as consideration for a commitment fee of $250,000 in connection with the CSPA.

In or around November or 2022, the Company issued 827,397 shares of Company common stock to a noteholder to settle convertible debt of $200,000 of accrued liabilities and $6,849 of accrued interest, respectively.

In or around December of 2022, the Company issued 570,000 shares of Company common stock to White Lion as consideration for $113,089 in connection with the CSPA.

In or around January of 2023, the Company issued 937,500 shares of Company common stock to officers and consultants in satisfaction of $187,500 of accrued liabilities.

In or around January of 2023, the Company sold 1,135,000 shares of Company common stock to White Lion as consideration for $249,399 in connection with the CSPA.

In or around February of 2023, the Company sold 1,000,000 shares of Company common stock to White Lion as consideration for $202,733 in connection with the CSPA.

In or around March of 2023, the Company sold 800,000 shares of Company common stock to White Lion as consideration for $144,890 in connection with the CSPA.

In or around March of 2023, the Company issued 1,850,000 shares of Company common stock to Philip Forman as settlement of $462,500 in connection with litigation.

II-1

Table of Contents

In or around April of 2023, the Company issued 979,688 shares of Company common stock to officers and consultants in satisfaction of $156,750 of accrued liabilities.

In or around April of 2023, the Company sold 450,000 shares of Company common stock to White Lion as consideration for $86,524 in connection with the CSPA.

In or around May of 2023, the Company sold 800,000 shares of Company common stock to White Lion as consideration for $139,797 in connection with the CSPA.

In or around June of 2023, the Company sold 2,300,000 shares of Company common stock to White Lion as consideration for $589,506 in connection with the CSPA.

In or around August of 2023, the Company sold 500,000 shares of Company common stock to White Lion as consideration for $123,035 in connection with the CSPA.

In or around September of 2023, the Company sold 530,000 shares of Company common stock to White Lion as consideration for $124,358 in connection with the CSPA.

In or around October of 2023, the Company sold 480,000 shares of Company common stock to White Lion as consideration for $112,334 in connection with the CSPA.

In or around November of 2023, the Company sold 650,000 shares of Company common stock to White Lion as consideration for $156,501 in connection with the CSPA.

In or around December of 2023, the Company sold 1,500,000 shares of Company common stock to White Lion as consideration for $329,046 in connection with the CSPA.

In or around January of 2024, the Company sold 600,000 shares of Company common stock to White Lion as consideration for $122,627 in connection with the CSPA.

In or around February of 2024, the Company sold 850,000 shares of Company common stock to White Lion as consideration for $164,973 in connection with the CSPA.

In or around March of 2024, the Company sold 600,000 shares of Company common stock to White Lion as consideration for $103,625 in connection with the CSPA.

In or around April of 2024, the Company sold 1,100,000 shares of Company common stock to White Lion as consideration for $183,082 in connection with the CSPA.

In or around May of 2024, the Company sold 150,000 shares of Company common stock to White Lion as consideration for $22,031 in connection with the CSPA.

In or around June of 2024, the Company sold 150,000 shares of Company common stock to White Lion as consideration for $20,476 in connection with the CSPA.

~~II-3~~In ~~Table~~or around August of ~~Contents~~2024, the Company sold 500,000 shares of Company common stock to White Lion as consideration for $71,616 in connection with the CSPA.

In or around September of 2024, the Company sold 900,000 shares of Company common stock to White Lion as consideration for $123,210 in connection with the CSPA.

In or around October of 2024, the Company sold 450,000 shares of Company common stock to White Lion as consideration for $40,539 in connection with the CSPA.

On December 2, 2024, the Company sold 700,000 units (consisting of shares of common stock and warrants) to an accredited investor as consideration for $56,000.

On December 3, 2024, the Company sold 125,000 units (consisting of shares of common stock and warrants) to an accredited investor as consideration for $10,000.

In or around June of 2025, the Company sold 200,000 shares of Company common stock to White Lion as consideration for $16,570 in connection with the CSPA.

In or around July of 2025, the Company sold 200,000 shares of Company common stock to White Lion as consideration for $17,774 in connection with the CSPA.

In or around July of 2025, the Company sold 200,000 shares of Company common stock to White Lion as consideration for $13,470 in connection with the CSPA.

In or around August of 2025, the Company sold 200,000 shares of Company common stock to White Lion as consideration for $15,494 in connection with the CSPA.

On December 16, 2025, the Company issued to Alumni a Convertible Note in the original principal amount of $289,267, pursuant to the Securities Purchase Agreement. The Company received net proceeds of $250,000 in connection with the issuance of the Convertible Note.

On December 16, 2025, in connection with the Company’s entry into the AMPA, the Company issued to Alumni a Commitment Warrant to purchase up to 3,484,321 shares of the Company’s common stock at an initial exercise price of $0.07462 per share, subject to adjustment, for a term of five (5) years.

II-2

Table of Contents

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

The documents set forth below are filed herewith or incorporated by reference to the location indicated.

3.1		Articles of Incorporation of the Company dated February 28, 1997 (1)
3.2		Amendment to Articles of Incorporation (1)
3.3		~~Bylaws~~By-laws of the Company (2)
3.4		August 2015 Amendment to Articles of Incorporation (3)
4.1*		Form of Convertible Promissory Note Subscription Agreement
4.1		Convertible Promissory Note, dated December 16, 2025, by and between Company and Alumni Capital LP (11)
4.2*		Form of Amendment to Convertible Promissory Note Subscription Agreement
4.2		Form of Common Stock Purchase Warrant, dated December 16, 2025 (11)
5.1*		Opinion of Ruskin Moscou Faltischek, ~~P.C.~~PC
10.1		Services Agreement with ~~Louis~~Brian ~~Schiliro~~Thom (4)
10.2		Restricted Stock Unit Agreement - ~~Louis~~Brian ~~Schiliro~~Thom (54)
10.3		~~Services~~Amendment to Restricted Stock Unit Agreement ~~with~~- Brian Thom (6)
10.4		Restricted Stock Unit Agreement - ~~Brian~~Robert ~~Thom~~Denser (6)
10.5		~~Services~~Stock Purchase Agreement ~~with~~dated ~~Kristofer~~September ~~Heaton~~1, 2022 between the Company and White Lion Capital LLC (7)
10.6		~~Restricted~~Amendment to Stock ~~Unit~~Purchase Agreement -dated ~~Kristofer~~January ~~Heaton~~25, 2023 (78)
10.7		Amendment No. 2 to ~~Restricted~~Common Stock ~~Unit~~Purchase Agreement ~~- Brian Thom~~ (89)
10.8		~~Restricted~~Securities ~~Stock~~Purchase ~~Unit~~ Agreement, -dated ~~Robert~~December ~~Denser~~16, 2025, by and between the Company and Alumni Capital LP (811)
10.9		~~Stock~~Registration ~~Purchase~~Rights Agreement, dated ~~September~~December 116, ~~2022~~2025, ~~between~~by ~~the~~and between Company and ~~White~~Alumni ~~Lion~~ Capital ~~LLC~~LP (911)
10.10		~~Amendment~~Any toMarket ~~Stock~~ Purchase Agreement, dated ~~January~~December 2516, ~~2023~~2025, by and between Company and Alumni Capital LP(1011)
10.11		Second Amendment to Stock Purchase Agreement dated June 20, 2024 (11)
21		Subsidiaries of the Registrant - none
23.1*		Consent of MAC Accounting Group, LLP
23.2*		Consent of Ruskin Moscou Faltischek, ~~P.C.~~PC (~~contained~~included in Exhibit 5.1 ~~hereof~~)
24.1*		Power of Attorney (included on ~~the~~ signature page ~~of this Registration Statement~~)
99.1		2019 Employee Benefit and Consulting Services Compensation Plan (1210)
107.1*		Filing Fee Table

II-3

Table of Contents

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

___________

*	Filed herewith.

(1)	Incorporated by reference to Form 10-Q for the quarter ended September 30, 2014.

(2)	Incorporated by reference to Form 10-Q for the quarter ended June 30, 2022.

(3)	Incorporated by reference to Form 8-K dated August 7, 2015 - date of earliest event filed on August 10, 2015.

(4)	Incorporated by reference to the Form 8-K dated December 2, 2020

(5)	Incorporated by reference to the Form 8-K dated January 11, 2021

(6)	Incorporated by reference to the Form 8-K dated June 23, 2022

(7)	Incorporated by reference to the Form 8-K dated September 1, 2022

(8)	Incorporated by reference to the Form 10-K for the year ended December 31, 2022

(9)	Incorporated by reference to the Form 8-K dated June 25, 2024

(10)	Incorporated by reference to Form S-8 dated November 1, 2019

(11)	Incorporated by reference to the Form 8-K dated December 22, 2025

II-4

Table of Contents

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
107.1*		Filing Fee Table

*	Filed herewith.
(1)	Incorporated by reference to the Company’s Form 10-Q for the quarter ended September 30, 2014.
(2)	Incorporated by reference to the Company’s Form 10-Q for the quarter ended June 30, 2022.
(3)	Incorporated by reference to Form 8-K dated August 7, 2015 - date of earliest event filed on August 10, 2015.
(4)	Incorporated by reference to the Company’s Form 10-Q for the quarter ended June 30, 2018.
(5)	Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2018.
(6)	Incorporated by reference to the Form 8-K dated December 2, 2020.
(7)	Incorporated by reference to the Form 8-K dated January 11, 2021.
(8)	Incorporated by reference to the Form 8-K dated June 23, 2022.
(9)	Incorporated by reference to the Form 8-K dated September 1, 2022.
(10)	Incorporated by reference to the Company’s Form 10-K for the year ended December 31, 2022.
(11)	Incorporated by reference to the Form 8-K dated June 25, 2024.
(12)	Incorporated by reference to Form S-8 dated November 1, 2019.

II-5 Table of Contents

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by ~~section~~Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of ~~the~~this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in ~~the~~this registration statement.; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in ~~the~~this registration statement or any material change to such information in ~~the~~this registration statement;

provided, however, that paragraphs (2a)(1)(i), ~~That~~(a)(1)(ii), ~~for~~and ~~the~~(a)(1)(iii) ~~purpose~~above ofdo ~~determining~~not ~~any~~apply ~~liability~~if ~~under~~ the ~~Securities~~information ~~Act~~required ofto ~~1933,~~be ~~each~~included ~~such~~in a post-effective amendment ~~shall~~by bethose ~~deemed~~paragraphs tois becontained ain ~~new~~reports ~~registration~~filed ~~statement~~with ~~relating~~or furnished to the ~~securities~~Commission ~~offered~~by ~~therein,~~the ~~and~~registrant ~~the~~pursuant ~~offering~~to Section 13 or Section 15(d) of ~~such~~the ~~securities~~Securities atExchange Act of 1934 that ~~time~~are ~~shall~~incorporated beby ~~deemed~~reference in this registration statement, or is contained in a form of prospectus filed pursuant to beRule 424(b) under the ~~initial~~Securities ~~bona~~Act ~~fide~~that ~~offering~~is ~~thereof~~part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (~~other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding~~4) ~~is asserted by such director~~That, ~~officer~~for ~~or controlling person in connection with~~ the ~~securities~~purpose ~~being registered, the registrant will, unless in the opinion~~ of ~~its~~determining ~~counsel~~liability ~~the~~under ~~matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction~~ the ~~question whether such indemnification by it is against public policy as expressed in the~~ Securities Act ~~and~~to ~~will~~any ~~be governed by the final adjudication of such issue.~~purchaser:

(4i) ~~That,~~Each ~~for~~prospectus ~~purposes~~filed pursuant to Rule 424(b) under the Securities Act as part of ~~determining~~a ~~liability~~registration statement relating to an offering, other than registration statements relying on Rule 430B under the Securities Act or other than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to ~~any~~be ~~purchaser:~~part of and included in the registration statement as of the date it is first used after effectiveness; and

(iii) IfNo statement made in a registration statement or prospectus that is part of the ~~registrant~~registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is ~~relying~~part onof ~~Rule~~the ~~430B:~~registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(Ab) ~~Each~~The ~~prospectus~~undersigned ~~filed~~registrant byhereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to ~~Rule~~Section ~~424~~13(ba) or Section 15(3d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be ~~part~~a ofnew ~~the~~ registration statement asrelating ofto the ~~date~~securities offered herein, and the ~~filed~~offering ~~prospectus~~of ~~was~~such ~~deemed~~securities ~~part~~at ofthat ~~and~~time ~~included~~shall inbe deemed to be the ~~registration~~initial ~~statement;~~bona ~~and~~fide offering thereof.

(Bh) ~~Each~~Insofar ~~prospectus~~as ~~required~~indemnification tofor beliabilities ~~filed~~arising ~~pursuant~~under tothe ~~Rule~~Securities ~~424(b)(2),~~Act ~~(b)(5),~~may orbe ~~(b)(7)~~permitted (§to ~~230.424(b)(2)~~directors, ~~(b)(5)~~officers, orand ~~(b)(7)~~controlling ofpersons ~~this chapter) as part~~ of athe ~~registration~~registrant ~~statement in reliance on Rule 430B relating to an offering made~~ pursuant to ~~Rule~~the ~~415(a)(1)(i),~~foregoing ~~(vii)~~provisions, or ~~(x) (§ 230.415(a)(1)(i)~~otherwise, ~~(vii),~~the orregistrant ~~(x)~~has ofbeen ~~this~~advised ~~chapter)~~that ~~for~~in the ~~purpose~~opinion of ~~providing~~ the ~~information required by section 10(a) of the~~ Securities ~~Act~~and ofExchange ~~1933~~Commission ~~shall~~such beindemnification ~~deemed~~is toagainst bepublic ~~part~~policy ofas ~~and~~expressed ~~included~~ in the ~~registration~~Securities ~~statement~~Act asand ofis, ~~the~~therefore, ~~earlier~~unenforceable. ofIn the ~~date~~event ~~such~~that ~~form~~a ofclaim ~~prospectus~~for isindemnification ~~first~~against ~~used~~such ~~after~~liabilities ~~effectiveness~~(other orthan the ~~date~~payment ofby the ~~first~~registrant ~~contract~~ of ~~sale~~expenses ofincurred ~~securities~~or inpaid ~~the~~by ~~offering~~a ~~described~~director, ~~in the prospectus. As provided in Rule 430B~~officer, ~~for~~or ~~liability~~controlling ~~purposes of the issuer and any~~ person ~~that is at that date an underwriter, such date shall be deemed to be a new effective date~~ of the ~~registration~~registrant ~~statement relating to the securities~~ in the ~~registration~~successful ~~statement~~defense toof ~~which~~any ~~that~~action, ~~prospectus relates~~suit, ~~and~~or ~~the~~proceeding) ~~offering~~is ofasserted by such ~~securities at that time shall be deemed to be the initial bona fide offering thereof. Provided~~director, ~~however~~officer, ~~that~~or nocontrolling ~~statement~~person ~~made~~ in aconnection ~~registration~~with ~~statement~~the orsecurities ~~prospectus~~being ~~that~~registered, ~~is part of~~ the ~~registration~~registrant ~~statement~~will, orunless ~~made~~ in athe ~~document~~opinion ~~incorporated~~of orits ~~deemed~~counsel ~~incorporated by reference into~~ the ~~registration~~matter ~~statement~~has orbeen ~~prospectus~~settled ~~that~~by iscontrolling ~~part of the registration statement will~~precedent, assubmit to a ~~purchaser~~court ~~with a time~~ of ~~contract~~appropriate ofjurisdiction ~~sale~~the ~~prior~~question towhether such ~~effective~~indemnification ~~date,~~by ~~supersede~~it oris ~~modify~~against ~~any~~public ~~statement~~policy ~~that~~as ~~was~~expressed ~~made~~ in the ~~registration~~Securities ~~statement~~Act orand ~~prospectus~~will ~~that~~be ~~was~~governed ~~part~~by of the ~~registration~~final ~~statement~~adjudication orof ~~made in any~~ such ~~document immediately prior to such effective date~~issue.

II-65 Table of Contents

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(1) For the purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) or under the securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities as that time shall be deemed to be the initial bona fide offering thereof.

II-7 Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Mount Laurel, New Jersey on the ~~26th~~ 15th day of ~~June~~January, ~~2024~~2026.

	United Health Products, Inc.

	By:	/s/ Brian Thom
		Brian Thom
		Chief Executive Officer

II-6

Table of Contents

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of United Health Products, Inc., a Nevada corporation, ~~does~~do hereby constitute and appoint Brian Thom ~~and Kristofer Heaton~~, as their true and lawful ~~attorneys~~attorney-in-fact and ~~agents~~agent with full power and authority to do any and all acts and things and to execute any and all instruments which said ~~attorneys~~attorney and ~~agents~~agent, ~~and~~determines ~~any one of them, determine~~ may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that ~~all~~ said ~~attorneys~~attorney and ~~agents~~agent, ~~or any one of them,~~ shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on its behalf by the undersigned, thereunto duly authorized, in Mount Laurel, New Jersey on the ~~26th~~ 15th day of ~~June~~January, ~~2024~~2026.

Signature:	Title:	Date:
/s/ Brian Thom	Chief Executive Officer and Director	~~June~~January 2615, ~~2024~~2026
Brian Thom	(Principal Executive Officer and Principal Finance and Accounting Officer)
/s/ Kristofer Heaton	Vice President, Finance	June 26, 2024
/s/ Robert Denser	Director	January 15, 2026
Kristofer Heaton	(Principal Finance and Accounting Officer)
/s/ Robert Denser	Director	June 26, 2024
Robert Denser

II-87

Filing Compare · United Health Products, Inc.