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United Health Products, Inc.

For the period ended Dec 31, 2024. Filed Mar 28, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 28, 2025

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What changed in Management’s Discussion and Analysis?

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Previous report: 10-K

Period ended 2023-12-31; filed 2024-04-01.

0001477932-24-001671

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Current report: 10-K

Period ended 2024-12-31; filed 2025-03-28.

0001477932-25-002110

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 37 previous paragraphs and 41 current paragraphs.

21 unchanged; 10 reworded; 9 added; 6 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

The Company develops, manufactures, and markets CelluSTAT®, the Company’s patented hemostatic gauze designed to absorb exudate and help control bleeding from superficial wounds. Made from cotton, our gauze provides an effective solution for wound care and hemostasis in various healthcare settings.

Current report

The Company is actively working to expand our market reach by securing regulatory approvals for use in human surgical applications. It is in the process of seeking U.S. Class III approval from the Food and Drug Administration (FDA) and CE Mark certification in Europe. These approvals would allow the Company to introduce its hemostatic gauze product line into the surgical market, where the Company’s management believes it can make a meaningful impact on patient care.

Current report

SeeItem 1 “Business – Developments” for a discussion about the Company’s efforts in seeking FDA Premarket Approval for its CelluSTAT product.

Current report

Other income (expense) for the year ended December 31, 2024 and 2023 was $5,839 and $(196,728), respectively. The change in other income (expense) was primarily due to the Company having a $115,085 gain on settlement of debt in the current year and having a loss on settlement of debt of $80,532 in the prior year.

Current report

The Company did not have any investing activities during the year ended December 31, 2024.
Removed paragraphs (6)

Previous report

Other income (expense) for the year ended December 31, 2023 and 2022 was $(196,728) and $1,114,538, respectively. The decrease in other income was due to an increase in total interest expense of $37,351 offset by a decrease in other income of $1,402,981 and a decrease in loss on debt settlement of $129,066 during the year ended December 31, 2023 compared to the year ended December 31, 2022.

Previous report

The increase in interest expense was primarily due to the Company having a larger outstanding balance of interest-bearing promissory notes, $7,638 of post-judgement interest related to the SEC penalty stemming from the settlement of the SEC’s investigation of the Company discussed in Note 7 to the financial statements and $32,992 of debt discount amortization expense during the year ended December 31, 2023 compared to $16,533 during the year ended December 31, 2022.

Previous report

The decrease in other income was due to the Company receiving $392,000 as a settlement payment from its former auditor related to litigation and the 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.

Previous report

The decrease in the loss on settlement of debt was due to the Company issuing common stock with a fair value of $424,782 for the settlement of an aggregate of $344,250 of accrued liabilities and accrued liabilities – related party during the year ended December 31, 2023 compared to the Company issuing common stock with a fair value of $458,001 for the settlement of an aggregate of $330,626 of accrued liabilities and accrued liabilities – related parties and recording $82,223 in loss on settlement of debt related to lowering the conversion price of a convertible note as an inducement for conversion during the year ended December 31, 2022

Previous report

The Company paid $40,500 related to the patent application fees during the year ended December 31, 2022.
Reworded paragraphs (10)

Previous wording

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.

Current wording

During the year ended December 31, 2024 and 2023, the Company had $0 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.

Previous wording

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

Current wording

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

Previous wording

The decrease in operating expenses was due primarily to a decrease in legal and professional costs of $138,004 due to the Company having settled various litigation matters during 2022 and a decrease in consulting expense of $285,040 offset by an increase in rent expense of $23,257, an increase of $12,500 in litigation settlement expenses ($462,500 and $450,000 for the year ending December 31, 2023 and 2022, respectively) and an increase in office supplies and software expense of $23,905 along with a decrease of $25,754 in research and development expenses from $624,564 during the year ended December 31, 2022 compared to $598,810 in the year ended December 31, 2023.

Current wording

The decrease in operating expenses was primarily due to a decrease of $462,500 in litigation settlement expenses, a decrease of $126,407 in legal and professional expenses and a decrease of $242,874 in research and development expenses during the year ended December 31, 2024 offset by an increase of $375,000 in stock compensation expense related to the vesting of RSU’s and an increase of $33,598 for the write-down of obsolete inventory.

Previous wording

Our net loss for the year ended December 31, 2023 was $2,623,267 as compared to a net loss of $1,687,501 for the prior year. The increase in the net loss was due to the Company having a decrease in operating expenses of $394,356 offset by a decrease in other income (expense) from $1,114,538 during the year ended December 31, 2022 to $(196,728) for the year ended December 31, 2023, as explained above.

Current wording

The net loss for the year ended December 31, 2024 was $2,001,733 as compared to a net loss of $2,623,267 for the prior year. The decrease in the net loss was due to the Company having a decrease in operating expenses of $418,967 offset by an increase in other income (expense) of $202,567 during the year ended December 31, 2024 to $5,839, as explained above.

Previous wording

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.

Current wording

As of December 31, 2024, the Company had a negative working capital of $1,449,469. 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 2024 and 2023 financial statements includes an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The Company generated no revenue during the years ended December 31, 2024 and 2023 due to focusing its capital and resources towards seeking a Class III PMA for its CelluSTAT 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.

Previous wording

As discussed in Note 6 of the financial statements, 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 $2.7 million in proceeds from White Lion which the Company has used 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.

Current wording

As discussed in Note 6 of the financial statements, 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 $3.2 million in proceeds from White Lion which the Company has used 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.

Previous wording

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

Current wording

The Company’s cash on hand as of December 31, 2024 and 2023 was $168,883 and $95,420, respectively.

Previous wording

Net cash used in operating activities for the year ended December 31, 2022 was $619,720. The Company had a net loss of $1,687,501 and $808,781 of non-cash income due to stock received and recorded as other income offset by stock for services and compensation of $483,450, amortization expense of $4,050, amortization of debt discount of $16,533 and a loss on debt settlement of $209,598. The Company had an increase in accounts payable and accrued expenses of $638,721, an increase in accrued liabilities - related party of $296,872, an increase in accrued litigation settlement of $280,000, an increase in prepaid expenses of $17,932 and an increase in inventory of $34,730.

Current wording

Net cash used in operating activities for the year ended December 31, 2024 was $1,194,716. The Company had a net loss of $2,001,733 and a gain on settlement of debt of $115,085 offset by amortization expense of $4,050, stock for services and compensation of $375,000, write-off of inventory of $33,598, amortization of right-of-use asset of $586, a decrease in prepaid and other current assets of $4, an increase in accrued liabilities - related party of $76,924, an increase in accrued compensation of $355,750 and an increase in accounts payable and accrued expenses of $76,190.

Previous wording

Net cash used in operating activities for the year ended December 31, 2023 was $2,200,645. The Company had net loss of $2,623,267 offset by amortization expense of $4,050, amortization of right-of-use asset of $807, amortization of debt discount of $32,992, stock issued for litigation settlement of $462,500, a loss on debt settlement of $80,532, a decrease in inventory of $1,132, a decrease in prepaid and other current assets of $128 and an increase in accrued liabilities - related party of $272,146. The Company also had a decrease in accounts payable and accrued expenses of $131,665 and a decrease in accrued litigation settlement of $300,000.

Current wording

Net cash used in operating activities for the year ended December 31, 2023 was $2,200,645. The Company had net loss of $2,623,267 offset by amortization expense of $4,050, amortization of right-of-use asset of $807, amortization of debt discount of $32,992, stock issued for litigation settlement of $462,500, a loss on debt settlement of $80,532, a decrease in inventory of $1,132, a decrease in prepaid and other current assets of $128 and an increase in accrued liabilities - related party of $53,569 and an increase in accrued compensation of $246,577. The Company also had a decrease in accounts payable and accrued expenses of $159,665 and a decrease in accrued litigation settlement of $300,000.

Previous wording

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.

Current wording

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.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION