United Health Products delays 10-K, posts larger 2025 loss

Rhea-AI Filing Summary

United Health Products, Inc. notified the SEC that it could not file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 on time due to an extended auditors' final review caused by delayed debt confirmation responses from certain investors; the company expects to file within the fifteen-calendar day extension period.

The company reports total operating expenses of $2,438,765 for 2025 versus $2,007,572 in 2024, driven largely by a $1,270,772 increase in stock-based compensation (including vesting of 4,725,000 RSUs recorded as $1,120,125) and cites other income (expense) of $(442,342) for 2025 versus $5,839 in 2024. Net loss was $2,881,107 for 2025 versus $2,001,733 for 2024.

Positive

• None.

Negative

• Widening net loss: Net loss increased to $2,881,107 in 2025 from $2,001,733 in 2024, driven by higher operating and other expenses.
• Substantial non-cash expense: Stock-based compensation increased by $1,270,772, including vesting of 4,725,000 RSUs, raising operating expenses to $2,438,765.

Insights

Financial Reporting Specialist

Delay tied to auditor confirmations; financials show larger expense and loss.

The filing explains the Form 10-K delay resulted from extended auditor review due to delayed debt confirmations from certain investors, and the registrant intends to use the Rule 12b-25 fifteen-calendar day extension.

Reported figures show operating expenses rose to $2,438,765 in 2025 and net loss widened to $2,881,107. Subsequent filings will confirm whether the extension resolves timing and any auditor comments.

Corporate Finance Analyst

Stock-based compensation and RSU vesting materially increased non-cash expenses.

Stock-based compensation rose by $1,270,772, reflecting issuance of commitment warrants tied to an Any Market Purchase Agreement and the vesting of 4,725,000 RSUs recorded as $1,120,125. This materially raised operating expenses for 2025 versus 2024.

Cash vs non-cash composition of expenses and the convertible note balances behind higher interest expense ($91,096) are items to watch in the final 10-K disclosures.

Key Figures

Operating expenses: $2,438,765 Operating expenses prior year: $2,007,572 Increase in stock-based compensation: $1,270,772 +5 more

8 metrics

Operating expenses $2,438,765 Year ended December 31, 2025

Operating expenses prior year $2,007,572 Year ended December 31, 2024

Increase in stock-based compensation $1,270,772 Primary driver of expense increase in 2025

Restricted Stock Units vested 4,725,000 RSUs Vesting recorded as stock-based compensation

RSU expense recorded $1,120,125 Portion of stock-based compensation for vested RSUs

Other income (expense) $(442,342) Year ended December 31, 2025

Net loss $2,881,107 Year ended December 31, 2025

Net loss prior year $2,001,733 Year ended December 31, 2024

Key Terms

Rule 12b-25, Any Market Purchase Agreement, commitment warrants, Restricted Stock Units, +1 more

5 terms

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Any Market Purchase Agreement financial

"issuance of commitment warrants associated with an Any Market Purchase Agreement"

commitment warrants financial

"issuance of commitment warrants associated with an Any Market Purchase Agreement"

Restricted Stock Units financial

"vesting of 4,725,000 Restricted Stock Units which were recorded"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

loss on fraud other

"increase in a loss on fraud of $242,000"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did United Health Products (UEEC) delay filing its 2025 Form 10-K?

The delay was due to an extended auditors' final review caused by delayed debt confirmation responses from certain investors. The company states it expects to file the Form 10-K within the fifteen-calendar day extension period allowed under Rule 12b-25.

How much did United Health Products' operating expenses change in 2025 vs 2024?

Operating expenses were $2,438,765 in 2025 versus $2,007,572 in 2024. The increase is primarily from a $1,270,772 rise in stock-based compensation, partly offset by lower professional expenses.

What drove the increase in stock-based compensation at UEEC in 2025?

The increase of $1,270,772 was due to issuance of commitment warrants tied to an Any Market Purchase Agreement and vesting of 4,725,000 Restricted Stock Units, recorded as $1,120,125.

What was United Health Products' net loss for 2025 and how does it compare to 2024?

Net loss was $2,881,107 for 2025, compared with $2,001,733 in 2024. The change reflects higher operating expenses and increased other expense components, including interest and a loss on fraud.

Did United Health Products report other material expense items for 2025?

Yes. Other income (expense) was $(442,342) in 2025 versus $5,839 in 2024, including an increase in a loss on fraud of $242,000 and higher interest expense of $91,096.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/31/2026 - 04:49 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☒ Form 10-K     ☐ Form 20-F     ☐ Form 11-K     ☐ Form 10-Q     ☐ Form 10-D     ☐ Form N-SAR     ☐ Form N-CSR
		For Period Ended: December 31, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended: ___________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

United Health Products, Inc.

Full Name of Registrant

Former Name if Applicable

520 Fellowship Road, Suite #D-406

Address of Principal Executive Office (Street and Number)

Mt. Laurel, NJ 08054

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The Registrant was unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, within the prescribed time period without unreasonable effort or expense. The delay was primarily due to the auditors’ final review being extended as a result of delayed debt confirmation responses from certain of the Registrant’s investors. The Registrant expects to file the Form 10-K within the fifteen-calendar day extension period.

SEC 1344 (04-09) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 (Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Brian Thom				(475)		755-1005
(Name)				(Area Code)		(Telephone Number)

(2)		Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
		Yes ☒     No ☐
(3)		Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
		Yes ☒      No ☐

The Registrant expects that there will be significant changes in operating expenses and loss for the fiscal year ended December 31, 2025 when compared to the fiscal year ended December 31, 2024, as follows:

Total operating expenses for the year ended December 31, 2025 and 2024 were $2,438,765 and $2,007,572, respectively. The increase in operating expenses was primarily due to an increase of $1,270,772 in stock-based compensation offset by a decrease of approximately $837,000 in professional expenses.  The increase in stock-based compensation is due to issuance of commitment warrants associated with an Any Market Purchase Agreement funding arrangement and the vesting of 4,725,000 Restricted Stock Units which were recorded as $150,647 and $1,120,125 of stock-based compensation, respectively.  The decrease in professional expenses is due to the Registrant terminating services with certain consultants during the reporting period.

Other income (expense) for the year ended December 31, 2025 and 2024 was $(442,342) and $5,839, respectively. The change in other income (expense) was due to an increase in a loss on fraud of $242,000, an increase in interest expense of $91,096 from the larger outstanding convertible notes and 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 vs no similar settlement in the current period. The net loss for the year ended December 31, 2025 was $2,881,107 as compared to a net loss of $2,001,733 for the prior year. The increase in the net loss is due to the Registrant having an increase in operating expenses of $431,193 and an increase in other expense of $448,181 during the year ended December 3, 2025

2

United Health Products, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:		March 31, 2026		By:	/s/ Brian Thom
					Brian Thom Chief Executive Officer

3