United Health Products Files S-1/A Amendment

TL;DR

UHPC filed an S-1/A, looks like they're prepping for a public offering. Keep an eye out.

AI Summary

United Health Products, Inc. filed an S-1/A amendment on July 25, 2024, for a registration statement under the Securities Act of 1933. The company, previously known as United EcoEnergy Corp. and MNS Eagle Equity Group III Inc., is incorporated in Nevada and operates in the orthopedic, prosthetic & surgical appliances & supplies sector. Its principal executive offices are located in Mt. Laurel, NJ.

Why It Matters

This filing indicates United Health Products, Inc. is actively pursuing a securities registration, which could lead to a public offering or other capital-raising activities.

Risk Assessment

Risk Level: medium — S-1/A filings are often precursors to public offerings, which carry inherent market and execution risks.

Key Numbers

• 333-280504 — SEC File Number (Identifies this specific registration filing)
• 3842 — SIC Code (Indicates industry classification for Orthopedic, Prosthetic & Surgical Appliances & Supplies)

Key Players & Entities

• United Health Products, Inc. (company) — Registrant
• July 25, 2024 (date) — Filing date
• Securities Act of 1933 (legal_document) — Governing act for registration
• United EcoEnergy Corp. (company) — Former company name
• MNS Eagle Equity Group III Inc (company) — Former company name
• Nevada (jurisdiction) — State of incorporation
• 3842 (industry_code) — Standard Industrial Classification
• Brian Thom (person) — Chief Executive Officer
• 520 Fellowship Road, Suite #D-406 Mt. Laurel, NJ 08054 (address) — Principal executive offices
• 475-755-1005 (phone_number) — Business phone number

FAQ

Key Financial Figures

• $1.11 — n stock to a consultant with a value of $1.11 per share as compensation for services
• $0.85 — stock to a note holder with a value of $0.85 per share to settle a conversion of $85
• $85,000 — .85 per share to settle a conversion of $85,000 of debt. On March 30, 2021, the Compan
• $0.80 — non-affiliated investor with a value of $0.80 per share for $100,000 in a private pla
• $100,000 — tor with a value of $0.80 per share for $100,000 in a private placement. Between Januar
• $0.50 — tants and legal counsel with a value of $0.50 per share to settle the conversion of p
• $1,151,626 — omissory notes payable at fair value of $1,151,626. Between January and March 31, 2021,
• $153,523 — tion of debt and accrued liabilities of $153,523, valued at $188,713. II-1 In or aro
• $188,713 — rued liabilities of $153,523, valued at $188,713. II-1 In or around April of 2021, t
• $30,396 — ersion of notes and accrued interest of $30,396. On July 21, 2021, the Company issued
• $1.04 — stock to Steven Saffran with a value of $1.04 per share as settlement of $312,000 in
• $312,000 — lue of $1.04 per share as settlement of $312,000 in connection with litigation. Betwee
• $0.88 — unaffiliated investors with a value of $0.88 per share for $326,000 in a private pla
• $326,000 — ors with a value of $0.88 per share for $326,000 in a private placement. In September
• $53,802 — LLC with a value of $0.88 per share for $53,802 pursuant to a stock purchase agreement.

Filing Documents

• ueec_s1a.htm (S-1/A) — 104KB
• ueec_ex231.htm (EX-23.1) — 2KB
• 0001477932-24-004375.txt ( ) — 108KB

Other Expenses of Issuance and Distribution

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. All amounts shown are estimates except for the Securities and Exchange Commission, or "SEC," registration fee. Expense Amount Paid or to be Paid SEC registration fee $ 338.74 Legal fees and expenses 20,000 * Accounting fees and expenses 2,500 * Miscellaneous expenses 500 * Total $ 23,338.74 * * Estimated, as permitted under Item 511 of Regulation S-K.

Indemnification of Directors and Officers

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.

Recent Sales of Unregistered Securities

Item 15. Recent Sales of Unregistered Securities. The following is a summary of transactions by us since January 1, 2021, 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 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 Saf

Exhibits and Financial Statement Schedules

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 of the Company (2) 3.4 August 2015 Amendment to Articles of Incorporation (3) 4.1+ Form of Convertible Promissory Note Subscription Agreement 4.2+ Form of Amendment to Convertible Promissory Note Subscription Agreement 5.1+ Opinion of Ruskin Moscou Faltischek, P.C. (contained in Exhibit 23.2 hereof) 10.1 Services Agreement with Louis S chiliro (4) 10.2 Restricted Stock Unit Agreement - Louis Schiliro (5) 10.3 Services Agreement with Brian Thom (6) 10.4 Restricted Stock Unit Agreement - Brian Thom (6) 10.5 Services Agreement with Kristofer Heaton (7) 10.6 Restricted Stock Unit Agreement - Kristofer Heaton (7) 10.7 Amendment to Restricted Stock Unit Agreement - Brian Thom (8) 10.8 Restricted Stock Unit Agreement - Robert Denser (8) 10.9 Stock Purchase Agreement dated September 1, 2022 between the Company and White Lion Capital LLC (9) 10.10 Amendment to Stock Purchase Agreement dated January 25, 2023 (10) 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. 24.1+ Power of Attorney (included on the signature page of this Registration Statement) 99.1 2019 Employee Benefit and Consulting Services Compensation Plan (12) II-4 101.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.

Undertakings

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 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, 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 proce

SIGNATURES

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 25 th day of July, 2024. United Health Products, Inc. By: /s/ Brian Thom Brian Thom Chief Executive Officer 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 25 th day of July, 2024. Signature: Title: Date: /s/ Brian Thom Chief Executive Officer and Director July 25, 2024 Brian Thom ( Principal Executive Officer ) * Vice President, Finance July 25, 2024 Kristofer Heaton (Principal Finance and Accounting Officer) * Director July 25, 2024 Robert Denser * Brian Thom, pursuant to Powers of Attorney (executed by each of the officers and directors listed above and indicated as signed above, and filed with the Securities and Exchange Commission), by signing his name hereto does hereby sign and execute this Amendment to the Registration Statement on behalf of the persons referenced above. II-8

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