United Health Products Inc

As filed with the Securities and Exchange Commission on June 26, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNITED HEALTH PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

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****th Floor, 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.

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 26, 2024

PRELIMINARY PROSPECTUS

15,000,000 Shares of Common Stock****for Resale by the Selling Security Holder

This prospectus relates to the offer and resale of up to 15,000,000 shares of our common stock, par value $0.001 per share (“Common Stock”), that we may issue to White Lion Capital, LLC, from and after the date of this prospectus, if and when we determine to sell additional shares of our common stock to White Lion as Purchase Notice Shares under the Common Stock Purchase Agreement dated September 1, 2022, as amended January 25, 2023, and further amended June 20, 2024 or CSPA, between the Company and White Lion (White Lion is also sometimes referred to in this prospectus as the selling security holder).

We previously registered 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”). The Prior Registrations 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. This registration statement on Form S-1 registers an additional 15,000,000 shares of Common Stock for resale pursuant to the CSPA.

The selling security holder 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 will not pay any offering expenses. 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 costs incurred in the registration of the shares are being borne by the Company. Our Common Stock is currently quoted as Pink Current Information on the OTCMarkets platform, under the stock symbol “UEEC”.

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.

Table of Contents