EXHIBIT 10.1
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: Date of earliest event: December 1, 2020 (November 24, 2020)
| 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory arrangements of Certain Officers
On November 24, 2020, the Board of Directors approved a succession proposal by Douglas Beplate, Chief Executive Officer, whereupon he would step down from his current management position and the Company would appoint Brian Thom as Mr. Beplate’s successor to the position of Chief Executive Officer, effective December 1, 2020. Mr. Beplate shall continue to serve as a member of the Board of Directors and as its Chairman. Mr. Thom would also be appointed effective January 1, 2021 to serve as a member of the Board of Directors to fill a currently existing vacancy on the Board.
On November 24, 2020, Nate Knight submitted his resignation, which the Company accepted, from his position as Chief Financial Officer and a director of the Company. The Company and Mr. Knight also agreed to terminate his services agreement effective upon his resignation. Louis Schiliro, who currently services as Chief Operating Officer was appointed to the Board of Directors to fill the vacancy resulting from Mr. Knight’s resignation. Additionally, Kristofer Heaton was appointed by the Board of Directors to serve as Vice President of Finance and as the Company’s Principal Financial Officer.
On December 1, 2020, the Company entered an “at will” services agreement with Mr. Thom for his CEO role. This agreement is appended hereto as Exhibit 10.1. Mr. Thom shall receive a monthly fee of $15,000. He is also entitled to a Restricted Stock Unit Award of 11,500,000 shares, which shall vest based upon performance as outlined in the RSU Agreement, which is appended hereto as Exhibit 10.2. Brian Thom has served as a consultant to the Company since April 2020 overseeing finance and business development activities. He brings over 20 years of corporate finance experience and a successful track record of helping fast growing companies across a broad range of industries to raise capital and create shareholder value. Over the course of his career he spent a decade with JPMorgan’s global Mergers and Acquisitions group and five years leading the Americas Corporate Finance group with Société Générale, a multi-national European investment bank, among other entrepreneurial pursuits. During this time, Mr. Thom played a major role in over 60 M&A and equity placement transactions with an aggregate transaction value in excess of $200 billion.
The Company is currently negotiating an “at will” services agreement with Mr. Heaton for his VP Finance and CFO role, under which proposes a monthly fee of $7,500 and Restricted Stock Unit Award totaling 1,000,000 shares (inclusive of 500,000 RSUs previously granted) which shall vest based upon performance metrics.
Kristofer Heaton is a CPA and began his career with a large bank in Salt Lake City in 2004. In 2006, he moved to public accounting and gained experience in various industries while working for eight years for various firms. Mr. Heaton founded his own firm “Heaton & Company, PLLC” in 2015 which specializes in audits of public companies and which has provided non-audit accounting and administrative services to the Company since 2017. Mr. Heaton will continue his accounting practice in addition to position with the Company. Mr. Heaton obtained his bachelor’s degree in Accounting from Brigham Young University and his master’s degree in Accounting from Weber State University.
Reference is made to the Company’s Form 10-K for the fiscal year ended December 31, 2019 for a description of the biography of Louis Schiliro.
Item 8.01. Other Events
On November 24, 2020, the Company issued a press release, a copy of which is appended hereto as Exhibit 99.1.
Item 9.01. Financial Statements and 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.
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| United Health Products, Inc. |
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| Dated: December 1, 2020 |
| /s/ Louis Schiliro |
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| Louis Schiliro, Chief Operating Officer |
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| 3 |
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 99.1
United Health Products Announces Leadership Changes
Henderson, Nevada – November 24, 2020 – United Health Products, Inc. (OTC: UEEC), (“UHP” or the company”), developer, manufacturer and marketer of HemoStyp®, a patented Neutralized Oxidized Regenerated Cellulose (NORC) hemostatic agent, today announced changes to its senior management team and its Board of Directors.
Douglas Beplate, co-founder of the company and currently Chief Executive Officer and Chairman of the Board of Directors, will be retiring from the day to day management role and will continue as the Chairman. Brian Thom will assume the role of Chief Executive Officer effective December 1, 2020 and then join the Board of Directors on January 1, 2021.
Mr. Thom has been working closely with UHP since 2018 as a consultant and financial advisor. He brings over 20 years of corporate finance experience and a successful track record of helping fast growing companies across a broad range of industries to raise capital and create shareholder value. Over the course of his career he spent a decade with JPMorgan’s global Mergers and Acquisitions group and five years leading the Americas Corporate Finance group with Société Générale, a multi-national European investment bank, among other entrepreneurial pursuits. During this time, Mr. Thom played a major role in over 60 M&A and equity placement transactions with an aggregate transaction value in excess of $200 billion.
Mr. Beplate commented: “Brian has spent the past two years working with me and the management team and has consequently developed a deep understanding of UHP’s technology and its potential applications across several attractive markets. He has mapped out a clear strategy to transition from our R&D focus to a commercialization phase and I look forward to working closely with Brian to maximize our company’s value for an eventual sale or merger at the appropriate time.”
Concurrent with this change, Nate Knight, UHP’s Chief Financial Officer and a Director, will be retiring after ten years with the company. Kris Heaton will assume the role of Vice President, Finance and serve as principal financial officer. Kris is a CPA who has been working with the company for several years, assisting in preparation of financial statements and SEC filings, and is familiar with UHP’s financial circumstances and growth objectives. Kris’ accounting and financial expertise will serve UHP well as the company ramps up commercial business operations.
Doug Beplate commented: “Nate has been instrumental in securing the financial resources necessary for the company to advance its R&D and FDA application activities. He leaves the company in good shape and we thank him for his dedication to UHP and its shareholders.”
Upon Mr. Knight’s retirement from the Board of Directors, Lou Schiliro, UHP’s Chief Operating Officer, will be appointed to the Board as a Director.
These leadership changes bring the talent, experience and energy that are necessary to successfully guide the company forward. In anticipation of a successful Class III PMA approval, the management team will pursue a full range of commercial, strategic and capital markets initiatives to facilitate growth of the business and create shareholder value.
About United Health Products --United Health Products develops patented wound care technology; manufactures and markets hemostatic products for the healthcare and wound care sectors. The company’s main product, HemoStyp is an all-natural Neutralized Oxidized Regenerated Cellulose product designed to control bleeding. UHP is focused on identifying new markets and applications for its products and expanding its current markets. UHP currently sells a suite of hemostatic products to the dental, veterinary and consumer markets.
For more on United Health Products, Inc. visit: www.unitedhealthproductsinc.com
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This news release may contain forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements that include the words "believes," "expects," "anticipates" or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from those expressed or implied by such forward-looking statements.
Company contact:
United Health Products, Inc.
877-358-3444
IR Contact:
Philippe Niemetz
212-344-6464
p.niemetz@panconsultants.com