UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: January 11, 2021
(Date of earliest event reported: January 6, 2021)
|
UNITED HEALTH PRODUCTS, INC.
|
|
(Exact name of
registrant as specified in its charter)
|
|
Nevada
|
|
000-27781
|
|
84-1517723
|
|
(State or other
jurisdiction of incorporation)
|
|
(Commission File
Number)
|
|
(I.R.S. Employer
Identification No.)
|
10624 S. Eastern Ave., Ste. A209
Henderson, NV 89052
(Address of principal executive offices, zip code)
(877) 358-3444
(Registrant’s telephone number, including area code)
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 (See General Instruction A.2.
below):
☐ Written communication pursuant to Rule 425 under the Securities
Act (17 CFR 23.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 24.14a-12)
☐ Pre-commencement communication pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 24. 13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
☐
Item 3.02. Unregistered Sale of Equity
Securities
On January 6, 2021, a committee of the Board of Directors approved
the second amendment to the Restricted Stock Unit Agreement between
the Company and its former Chief Executive Officer and current
Chairman of the Board, Douglas Beplate in conjunction with Mr.
Beplate’s retirement from his day-to-day management role with the
Company. The amendment accelerated the vesting and immediately
settled his remaining Restricted Stock Units (“RSUs”) in a total of
28.3 million restricted shares. Further, as a bonus in recognition
of Mr. Beplate’s eight years of service to the Company and its
shareholders, including his leadership in the successful
recruitment of new executive management to drive shareholder value
going forward, the Company has agreed to issue to Mr. Beplate an
additional 2 million restricted shares of common stock. As a result
of the foregoing stock issuance, Mr. Beplate presently owns 35.8
million shares of the Company’s common stock, representing
approximately 16.3% of the outstanding shares.
The above contains a brief description of the terms of the
amendment to Mr. Beplate’s RSU Agreement and is qualified in its
entirety by reference to the full text of that amendment, a copy of
which is attached to this Current Report as Exhibit 10.1.
On January 6, 2021, the Company issued to various officers/director
and other persons providing services to the Company, a total of 3.3
million shares of common stock, in settlement of the scheduled
vesting of RSU’s that were originally issued in March 2019. Of the
3.3 million shares of common stock, 2 million shares were issued to
Louis Schiliro, Chief Operating Officer/director, and 100,000
shares were issued to Kristofer Heaton, our Principal Financial
Officer. (See Item 5.02 for further discussion about Mr. Heaton’s
vested RSUs.)
All these shares were issued in private transactions, exempt from
registration under Section 4(a)(2) of the Securities Act of
1933.
Item 5.01 Changes in Control of
Registrant
On January 6, 2021, an aggregate of 30.73 million shares of common
stock were issued to Douglas Beplate bringing his total ownership
in the Company to 35.8 million shares, representing approximately
16.3% of the outstanding shares. For additional information
regarding this transaction, see Item 3.02 above.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers,
Compensatory arrangements of Certain Officers
In December 2020, the Company entered into an “at will”
professional services agreement with Kristofer Heaton, whereby Mr.
Heaton agreed to serve as Vice President of Finance and act as
principal financial officer of the Company. Mr. Heaton shall
receive a monthly fee of $7,500 until May 1, 2021 at which time the
fee shall increase to $12,500 a month. On December 31, 2020, in
connection with entering into the professional services agreement,
Mr. Heaton was awarded RSUs for up to 1000,000 shares; 500,000 of
which were granted on the award date and 500,000 of which will be
granted on May 15, 2021 provided his professional services
agreement is in effect on that date. The RSUs, subject to certain
conditions, shall vest upon the achievement of certain Company
objectives and milestones. Prior to Mr. Heaton becoming an officer
of the Company, Mr. Heaton was granted RSU’s, for up to 500,000
shares, including 15%, of which vested in July 2020, 20% of which
vested in January 2021, 15% of which vest upon receipt of FDA
approval, and the balance of which vest upon obtaining certain
Company objectives and milestones.
The above is a brief description of the terms of Mr. Heaton’s
professional services agreement and RSU agreements and is qualified
in its entirety by reference to the full text of those agreements,
copies of which are attached to this Current Report as Exhibits
10.2 and 10.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit.
The following exhibit is filed with this Form 8-K.
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.
|
|
|
|
|
|
|
|
Dated: January 11, 2021
|
By:
|
/s/ Brian
Thom
|
|
|
|
|
Brian Thom, Chief Executive Officer
|
|
