Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Securities Purchase Agreement - Note and Registration Rights Agreement

On December 16, 2025, United Health Products, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Alumni Capital LP, a Delaware limited partnership ("Alumni"), pursuant to which Alumni made a loan to the Company, evidenced by a senior convertible promissory note in the principal amount of $289,821 (the "Note"). The Company received net proceeds of $250,000 at closing. Pursuant to the terms of the Note, all accrued and unpaid interest at the rate of 15% per annum and any outstanding principal, subject to adjustment, is required to be paid on or before December 31, 2026.

The Note is offered in reliance on Section 4(a)(2) of Securities Act of 1933, as amended (the "Securities Act") and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

Upon the occurrence and during the continuation of any Event of Default (as defined in the Note), the Note shall become immediately due and payable and the Company will be obligated to pay to Alumni, in full satisfaction of its obligations, an amount equal to the then outstanding principal amount of the Note, plus accrued and unpaid default interest, if any. Furthermore, Alumni may convert the outstanding unpaid principal amount of the Note (along with any interest, penalties, and all other amounts owed under the Note) into restricted shares (the "Conversion Shares") of the Company's common stock at the Conversion Price of $0.06 per share (subject to certain adjustments upon an Event of Default or otherwise as set forth in the Note). Pursuant to the terms of the Note, Alumni has agreed to limit the amount of common stock received to less than 9.99% of the Company's total outstanding common stock. The Company agreed to reserve shares of common stock equal to not less than the lower of 20,000,000, or 150% of the maximum number of, Conversion Shares issuable upon conversion of the Note (assuming for purposes hereof that (x) the Note is convertible at the Conversion Price as of the date of closing and (y) any such conversion shall not take into account any limitations on the conversion of the Note set forth in the Note).

In connection with the Securities Purchase Agreement, the Company entered into a registration rights agreement, dated as of December 16, 2025 (the "Registration Rights Agreement"), pursuant to which the Company agreed to file the initial resale registration statement on Form S-1, by no later than January 15, 2026, to register the resale of the shares of the Company's common stock underlying the Note.

Any Market Purchase Agreement - Warrant

On December 16, 2025, the Company entered into an Any Market Purchase Agreement ("AMPA") with Alumni, whereby the Company has the right, but not the obligation, to sell to Alumni, and Alumni is obligated to purchase, up to an aggregate of $4,000,000 (the "Commitment Amount") of shares of the Company's common stock (the "Shares"), in a series of purchases. The term of the AMPA is through the earlier of (i) December 31, 2027, (ii) the date on which Alumni shall have purchased the Shares pursuant to the AMPA for an aggregate purchase price of the Commitment Amount, and (iii) the date on which the Company's common stock ceases trading on an Eligible Market (as defined in the AMPA).

During the term of the AMPA, the Company may at its election, by written notice to Alumni (each a "Purchase Notice"), cause Alumni to make a series of purchases of Shares, either (x) up to $250,000 of shares of common stock (or up to $4,000,000 upon mutual written agreement between the Company and Alumni) at the lowest two (2) volume-weighted average prices of the Company's common stock on the principal market ("VWAP") for its common stock for the five (5) previous Trading Days (as defined in the AMPA), multiplied by 90%. The Company expects to consider market conditions, the trading price of its common stock, and the availability of other sources of financing when determining whether to make sales under the AMPA.

The issuance of the Shares will be made pursuant to exemptions from the registration requirement of the Securities Act, provided by Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act and the rules and regulations promulgated thereunder, or upon such other exemption from the registration requirements of the Securities Act as may be available.

Pursuant to the AMPA, the Company must (i) file or confidentially submit with the Securities and Exchange Commission (the "SEC"), not later than January 15, 2026, a registration statement on Form S-1 covering the offering and sale of 20,000,000 shares of its common stock, (ii) use commercially reasonable efforts to cause the SEC to declare the registration statement effective within 120 days after date of the Purchase Agreement and (iii) register the Shares on Form S-3 as soon as such form is available.

In consideration for Alumni's execution and performance under the AMPA, the Company issued to Alumni a purchase warrant dated December 16, 2025, for a term of five (5) years (the "Commitment Warrant"), to purchase up to 3,484,321 shares of the Company's common stock at a price per share of $0.075 per share, subject to certain adjustments as set forth in the Commitment Warrant.

The foregoing descriptions above are only a summary of the material provisions of the Note, Commitment Warrant, Securities Purchase Agreement, Registration Rights Agreement, and AMPA and are each qualified in their entirety by reference to the copies of the Note, Commitment Warrant, Securities Purchase Agreement, Registration Rights Agreement, and AMPA which are filed as Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference thereto.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.