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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 000-27781

UNITED HEALTH PRODUCTS, INC.

(Exact name of Company as specified in its charter)

Nevada

84-1517723

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

520 Fellowship Road, Suite #D-406

Mt. Laurel, NJ

08054

(Address of Company’s principal executive offices)

(Zip Code)

(475) 755-1005

(Company’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12 (b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit such file). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares issued and outstanding of the Registrant’s Common Stock, as of November 14, 2025 was 258,690,253.

UNITED HEALTH PRODUCTS, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	3

	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)	4

	Condensed Statement of Stockholders’ Deficiency for the Three and Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)	5

	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and September 30, 2024 (unaudited)	7

	Notes to Condensed Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures	27

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

SIGNATURES		30

Table of Contents

UNITED HEALTH PRODUCTS, INC.

Condensed Balance Sheets

	September 30,			December 31,
	2025			2024
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	18,376		$	168,883
Prepaid and other current assets		24,753			22,800
Total current assets		43,129			191,683

Operating lease right-of-use asset		23,021			47,096
Security deposit		2,850			2,850
Patents, net		25,313			28,350
TOTAL ASSETS	$	94,313		$	269,979

Current Liabilities
Accounts payable and accrued expenses	$	1,065,293		$	830,672
Accrued liabilities - related parties		233,842			168,649
Accrued compensation		683,267			608,500
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
Operating lease liability – long-term		-			15,158
TOTAL LIABILITIES		3,433,856			2,713,810

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, 258,690,253 and 252,408,222 shares issued and outstanding at September 30, 2025 and December 31, 2024		258,690			252,408
Subscription Receivable		-			-
Additional Paid-In Capital		77,235,150			76,004,704
Accumulated Deficit		(80,833,383	)		(78,700,943	)
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.

Table of Contents

UNITED HEALTH PRODUCTS, INC.

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024

Revenues	$	-		$	-		$	-		$	-

Operating Costs and Expenses
Selling, general and administrative expenses		207,845			326,018			1,768,183			975,017
Research and development		25,334			65,885			222,568			247,157
Total Operating Expenses		233,179			391,903			1,990,751			1,222,174

Loss from Operations		(233,179	)		(391,903	)		(1,990,751	)		(1,222,174	)

Other Income (Expenses)
Interest expense		(30,684	)		(7,613	)		(76,496	)		(22,839	)
Interest expense – related party		(21,731	)		(19,231	)		(65,193	)		(57,693	)
Gain (loss) on settlement of debt		-			115,085			-			115,085
Total Other Income (Expenses)		(52,415	)		88,241			(141,689	)		34,553

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		257,809,759			248,614,744			256,403,319			247,365,704

See notes to unaudited condensed financial statements.

Table of Contents

UNITED HEALTH PRODUCTS, INC

Condensed Statement of Stockholders’ Deficiency

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

(Unaudited)

					Additional
	Common Stock				Paid-in			Subscription		Accumulated
	Shares		Amount		Capital			Receivable		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 cost		-		-		(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	)

Sale of common stock		1,400,000		1,400		224,190			-		-			225,590

Net Loss		-		-		-			-		(432,021	)		(432,021	)

Balance at June 30, 2024		248,233,222		248,233		75,332,515			-		(77,583,169	)		(2,002,421	)

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	)

Table of Contents

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.

Table of Contents

UNITED HEALTH PRODUCTS, INC.

Condensed Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,
	2025			2024

Cash Flows from Operating Activities:
Net (Loss)	$	(2,132,440	)	$	(1,187,621	)
Adjustments to Reconcile Net (Loss) to Net Cash Used In Operating Activities:
Stock for services and compensation		1,120,125			-
Write-off inventory		-			33,598
Amortization expense		3,037			3,038
Amortization of right-of-use asset		(460	)		582
Gain on settlement of debt		-			(115,085	)
Changes in assets and liabilities:
Prepaid and other current assets		(1,953	)		2,896
Accounts payable and accrued expenses		237,916			54,121
Accrued liabilities – related party		65,193			195,193
Accrued compensation		74,767			-
Net Cash Used In Operating Activities		(633,815	)		(1,013,278	)

Cash Flows from Investing Activities:
Net Cash Used in Investing Activities		-			-

Cash Flows from Financing Activities:
Proceeds from convertible notes payable		420,000			-
Advance from related party		20,000			-
Repayment of advance from related party		(20,000	)		-
Payment of offering costs		(2,400	)		(10,200	)
Proceeds from note payable		-			150,000
Proceeds from sale of common stock		65,708			821,841
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	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash Investing & Financing Activities:
Common stock issued for conversion of convertible notes and accrued interest	$	53,295		$	-
Amortization of deferred offering costs	$	-		$	21,051

Table of Contents

UNITED HEALTH PRODUCTS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE QUARTERS ENDED SEPTEMBER 30, 2025 AND 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, 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 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, 2024 filed with the SEC on March 28, 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.

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.

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 September 30, 2025 and December 31, 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 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 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 September 30, 2025 and December 31, 2024. The Company recorded $0 in bad debt expense for the three and nine month periods ended September 30, 2025 and 2024.

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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 September 30, 2025 and the three and nine months ended September 30, 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 included 40,315,000 of restricted stock units (RSU), 10,423,896 shares for convertible notes payable – related parties, 16,366,328 shares for convertible notes payable and 412,500 shares for warrants. The total potential common shares as of September 30, 2024 included 47,665,000 of restricted stock units, 6,014,802 shares for convertible notes payable – related parties and 2,381,108 shares for convertible notes payable.

In 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 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 September 30, 2025 and December 31, 2024 was $15,187 and $12,150, respectively. Amortization expense for the nine months ended September 30, 2025 and 2024 was $3,037 and $3,038, respectively.

Future Amortization Expense

Year	Amount
2025 (remaining)	$	1,013
2026		4,050
2027		4,050
2028		4,050
2029		4,050
Thereafter		8,100
	$	25,313

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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 nine months ended September 30, 2025 and 2024, the Company determined no impairment was required.

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 $96,220 and $84,616 in advertising and marketing costs during the nine months ended September 30, 2025 and 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 $222,568 and $247,157 in research and development expenses during the nine months ended September 30, 2025 and 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.

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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.

New and Recently Adopted Accounting Pronouncements

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. The Company adopted the ASU for 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.

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.

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.

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Note 3. Related Party Transactions

Convertible notes payable - related parties

As of September 30, 2025 and December 31, 2024, convertible notes payable – related parties (net of debt discount) totaled $500,000 and $500,000, 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 September 30, 2025 and December 31, 2024, the remaining unamortized debt discount was $0 and $0, 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, 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 September 30, 2025 and December 31, 2024, the remaining unamortized debt discount was $0 and $0, respectively. Accrued interest associated with the note was $41,923 and $29,315 as of September 30, 2025 and December 31, 2024, 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.

Interest expense – related party on the above convertible notes payable was $21,731 and $19,231 during the three months ended September 30, 2025 and 2024, respectively. Interest expense – related party on the above convertible notes payable was $65,193 and $57,693 during the nine months ended September 30, 2025 and 2024, respectively. Accrued interest – related party due to these convertible notes was $233,842 and $168,649, as of September 30, 2025 and December 31, 2024, respectively and has been recorded in accrued liabilities – related parties on the balance sheet.

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

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

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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. The notes are 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 $14,525 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 $0, respectively.

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

During the year ended December 31, 2024, the Company issued a $350,000 convertible note and received total proceeds of $200,000. The remaining $150,000 was rolled from a promissory note with this third-party lender (see Note 5). The note has an interest rate of 13% and a maturity date of December 31, 2026. The note is convertible into common stock of the Company at $0.05 per share. In the event the Company issues any shares of common stock before the maturity date at a price that is lower than $0.05 per share, the conversion price shall be reduced to equal such lower issue price per share.

During the nine months ended September 30, 2025, the Company issued $420,000 of convertible notes. The notes have an interest rate of 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).

Interest expense 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.

The following represents the future aggregate maturities as of September 30, 2025 of the Company’s Convertible Notes Payable:

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

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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 nine months ended September 30, 2024, the Company had the following common stock transactions:

4,850,000 shares of common stock were sold for $811,641, net of legal and administrative fees of $10,200, 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.

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Restricted stock units

As of September 30, 2025 and December 31, 2024, the Company has 40,315,000 and 46,165,000 restricted stock units (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).

During the nine months ended September 30, 2025, the Company terminated the services of one of its consultants who had an RSU agreement in place. Per the RSU agreement, all of the unvested RSU’s owed to the consultant vested immediately upon termination of services. This resulted in 975,000 RSU’s vesting and $692,250 of stock-based compensation being recorded, which was the fair value of the shares on the original grant date of the RSU agreement.

During 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 718-20-35, the change in vesting conditions resulted in a modification of 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.

During the nine months ended September 30, 2025, an officer of the Company resigned from his position. This officer had an RSU agreement in place. Per the RSU agreement, all of the 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.

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.

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

				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

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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

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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.

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

	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)	$	27,486		$	26,232

Other Information
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)	0.67 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 September 30, 2025		At December 31, 2024
Operating leases
Remaining right-of-use assets	$	23,021	$	47,096

Short-term operating lease liabilities	$	23,954	$	33,331
Long-term operating lease liabilities	$	-	$	15,158
Total operating lease liabilities	$	23,954	$	48,489

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

Year Ending	Operating Leases
2025 (remaining)		9,246
2026		15,410
Total lease payments		24,656
Less: Imputed interest/present value discount		(702	)
Present value of lease liabilities	$	23,954

Note 8. Subsequent Events

The Company has evaluated events from September 30, 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 received $100,000 and entered a promissory note with a third party. This promissory note has a term of 60 days and pays a 13% rate of cash interest. At maturity, the noteholder may, at its election, convert the note to convertible notes with terms substantially the same of the Company’s existing convertible notes due December 31, 2026.

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Item 2. 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 condensed financial statements and related notes appearing elsewhere in this quarterly report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under ‘Risk Factors’ in our annual report on Form 10-K for the fiscal year ended December 31, 2024, filed with SEC on March 28, 2025.

Company Overview

UHP develops, manufactures, and markets a patented hemostatic gauze for the healthcare and wound care sectors. Our gauze product, CelluSTAT®, 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 human surgical markets.

Developments

We are continuing on our path to seek FDA Premarket Approval (PMA) for our CelluSTAT Hemostatic Gauze products to implement our business strategy.

In March 2024, we submitted a full application for Premarket Approval to the FDA. The FDA responded in June 2024 with a “Deficiencies Letter” listing approximately 40 specific comments and requests for additional information covering the device description, sterility & shelf life, clinical safety & performance testing, and biocompatibility sections of the PMA application. In August 2024, we submitted a Submission Issue Request (SIR) to the FDA outlining our plan to address and respond to the FDA’s comments. Then, in August 2024, at the FDA’s request, the Company followed-up with a condensed list of questions relating to the prior SIR submission.

In October 2024, the Company and 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. To address this concern, we proposed to enroll 27 human subjects in a multi-site study as an extension of the original pivotal study, with patients undergoing open surgical procedures within the organ space. The supplemental study process would consist of submitting an Investigational Device Exemption (IDE) for FDA approval, identifying and contracting suitable surgical sites, enrolling patents, and data collection and analysis.

From September 23 through October 4, 2024, the FDA conducted a Bioresearch Monitoring Program (BIMO) Inspection of our records and procedures relating to our 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 will consider in developing its final report on the BIMO Inspection. On March 25, 2015, FDA issued a Warning Letter identifying five violations of required clinical procedures occurred during the 2019 clinical trial. On April 14, 2025, we submitted a response to FDA that addressed the violations. As of the date of this filing, the FDA has not responded to our submission responding to the Warning Letter.

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On March 27, 2025, we submitted an IDE application to the FDA seeking approval to conduct the above referenced 27-subject clinical trial. On April 25, 2025, the FDA issued a notice of disapproval of the IDE application, citing the unresolved Warning Letter regarding the audit of the 2019 clinical study. No other deficiencies were noted in the FDA communication.

The timing to resolve the FDA Warning Letter is uncertain. Since the April notice of disapproval of our IDE application, UHP has engaged with the FDA to seek a path to timely approval of a new IDE and commencement of the clinical trial. 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.

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

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 CelluSTAT material is currently cut to several sizes and configuration and marketed as CelluSTAT Gauze. 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

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Primary Strategy

Our 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 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 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 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 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.

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.

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

	·	BooBoo Strips
	·	HEMOSTYP
	·	The Ultimate Bandage
	·	HemoStrip
	·	CelluSTAT
	·	Nik Fix

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Results of Operations for the three months ending September 30, 2025 and 2024

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

	For the Three Months Ended September 30,
	2025			2024

Revenue	$	-		$	-

Gross profit	$	-		$	-

Operating (expenses)	$	(233,179	)	$	(391,903	)

Operating (loss)	$	(233,179	)	$	(391,903	)

Other income (expense)	$	(52,415	)	$	88,241

Net income (loss)	$	(285,594	)	$	(303,662	)

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

Three Months ended September 30, 2025 versus Three Months ended September 30, 2024

During the three months ended September 30, 2025 and 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.

Operating Expenses

Total operating expenses for the three months ended September 30, 2025 and 2024 were $233,179 and $391,903, 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.

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.

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Results of Operations for the nine months ending 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 June 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.

Our net loss for the nine months ended September 30, 2025 was $2,132,440 as compared to net loss of $1,187,621 for the comparable period of the prior year. The increase in the net loss is due to the Company having an increase in operating expenses of $768,577 and an increase in other expense of $176,242, as explained above.

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Financial Condition, Liquidity and Capital Resources

As of September 30, 2025, the Company had a negative working capital of $1,963,227. The Company has not yet attained a level of operations which will allow it to meet its current overhead expense obligations. The report of our independent registered public accounting firm on our 2024 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 CelluSTAT 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 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.

The Company entered into a common stock purchase agreement (“CSPA”) with White Lion, which gave 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. The Commitment Period (as defined in the CSPA) ended on October 1, 2025 and has not been extended. We are evaluating alternatives to raise external capital to fund our operations on terms that minimize dilution to existing shareholders which may include agreements similar to the CSPA.

Cash Flows

The Company’s cash on hand at September 30, 2025 and December 31, 2024 was $18,376 and $168,883, respectively.

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

	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 nine months ended September 30, 2025 was $633,815. The Company had a net loss of $2,132,440, amortization of right-of-use asset of $460, and an increase in prepaid and other current assets of $1,953 offset by stock for services and compensation of $1,120,125, amortization expense of $3,037, an increase in accounts payable and accrued expenses of $237,916, an increase in accrued liabilities - related party of $65,193 and an increase in accrued compensation of $74,767.

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.

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Net Cash Used in Investing Activities

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

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2025 was $483,308. This was due to the result of the Company receiving proceeds of $420,000 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 repayment of advances from related party of $20,000.

Net cash provided by financing activities for the nine months ended September 30, 2024 was $961,641. This was due to the result of the Company receiving net proceeds of $811,841 from the sale of common stock and $150,000 in proceeds from a note payable.

Off-Balance Sheet Arrangements

As of September 30, 2025, we have no off-balance sheet arrangements.

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.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company is in the process of implementing disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’), that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports are recorded, processed, summarized, and reported within the time periods specified in rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our Chief Executive Officer and Principal Financial Officer to allow timely decisions regarding required disclosure.

Effective on June 12, 2025, the Company’s officer holding the Vice President of Finance and Principal Financial Officer positions resigned, citing consideration of personal and professional factors. The Company is seeking and will consider suitable replacement candidates to replace this officer in these positions. In the interim, United Health Products’ Chief Executive Officer, Brian Thom, is acting as the Company’s principal financial officer.

As of September 30, 2025, the Chief Executive Officer and Principal Financial Officer carried out an assessment of the effectiveness of the design and operation of our disclosure controls and procedures and concluded that the Company’s disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2025, there were no changes in our system of internal controls over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Management does not believe there have been any material changes to the risk factors listed in Part I, “Item 1A, Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. These risk factors should be carefully considered with the information provided elsewhere in this report, which could materially adversely affect our business, financial condition or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

The following exhibits are filed with this report, or incorporated by reference as noted:

3.1		Articles of Incorporation of the Company dated February 28, 1997 (1)

3.2		Amendment to Articles of Incorporation (1)

3.3		By-laws of the Company (2)

3.4		August 2015 Amendment to Articles of Incorporation (3)

31.1		Certification of Principal Executive Officer*

31.2		Certification of Principal Financial Officer*

32.1		Section 1350 Certificate by Principal Executive Officer*

32.2		Section 1350 Certificate by Principal Financial Officer*

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 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.

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SIGNATURES

Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UNITED HEALTH PRODUCTS, INC.

Dated: November 14, 2025	By:	/s/ Brian Thom
		Brian Thom
		Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signatures		Title	Date

By:	/s/ Brian Thom		November 14, 2025
	Brian Thom	Chief Executive Officer, Principal Executive and Financial Officer and Director

By:	/s/ Robert Denser	Director	November 14, 2025
	Robert Denser

United Health Products, Inc. 10-Q