UEEC 8-K
United Health Products, Inc. (UEEC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 1.01. Entry into a Material Definitive Agreement.
As previously reported by United Health Products, Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2022, the Company entered into a Common Stock Purchase Agreement dated September 1, 2022 (the “CSPA”) with White Lion Capital, LLC (“White Lion”). The Company later reported an amendment to the CSPA in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2023.
On June 20, 2024, the Company and White Lion further 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.
Except as set forth in the Second Amendment, all other terms, conditions, and provisions of the CSPA, remain in full force and effect.
The foregoing summary of the material terms of the Second Amendment are qualified entirety by reference to the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
United Health Products, Inc. |
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Dated: June 25, 2024 | By: | /s/ Brian Thom | |
| Brian Thom | ||
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| Chief Executive Officer |
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EXHIBIT 10.1
AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT
Reference is made to that certain Common Stock Purchase Agreement (the “Agreement”) dated September 1, 2022 by and between United Health Products, Inc., a Nevada corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”). The Company and the Investor hereby agree to amend the Agreement as set forth herein (the “Amendment”.) All capitalized terms not defined herein shall carry the meaning ascribed to them in the Agreement.
| 1. | The definition of “Purchase Price” shall be amended in its entirety to read as follows: “Purchase Price” shall mean 93% multiplied by the lower of the (i) average daily VWAP of the Common Stock during the Valuation Period or (ii) the most recent closing price of the Company’s Common Stock prior to receipt of Purchase Notice; provided, however, if the Common Stock is trading on any National Exchange, the Purchase Price shall mean 95% multiplied by the lower of the (i) average daily VWAP of the Common Stock during the Valuation Period or (ii) the most recent closing price of the Company’s Common Stock prior to receipt of Purchase Notice, and further provided that, in the event the Investor agrees to waive the Floor Price restriction as contemplated in Section 2.1 for any Purchase Notice, “Purchase Price” shall mean 90% multiplied by the lower of (i) the three lowest daily VWAP of the Common Stock during the Valuation Period or (ii) the most recent closing price of the Company’s Common Stock prior to the Investor’s receipt of Purchase Notice |
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| All other terms of the Agreement shall remain unchanged.
In witness hereof, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized effective as of June 20, 2024.
United Health Products, Inc. |
| By: | /s/ Brian Thom |
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| Name: | Brian Thom |
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| Title: | Chief Executive Officer |
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| White Lion Capital, LLC |
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| By: | /s/ Nathan Yee |
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| Name: | Nathan Yee |
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| Title: | Partner |
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