8-K
QHSLab, Inc. (USAQ)
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 reported): January 26, 2026
QHSLab,Inc.
(Exact Name of Registrant as Specified in its Charter)
0-19041
(Commission File No.)
| Nevada | 30-1104301 |
|---|---|
| (State<br><br> <br>of<br> Incorporation) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 901<br> Northpoint Parkway Suite 302 West Palm Beach<br><br> <br>FL<br> 33407 | 33407 |
| --- | --- |
| (Address<br> of Principal Executive Offices) | (ZIP<br> Code) |
Registrant’s telephone number, including area code: (929) 379-6503
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securitiesregistered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | USAQ | N/A |
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. ☐
Item7.01 Regulation FD Disclosure.
On January 26, 2026, QHSLab, Inc. (the “Company”) issued a press release titled “QHSLab (OTCQB:USAQ) Reports PreliminaryUnaudited 2025 Financial Results With Strong Revenue Growth, Expanding Margins, and Significant Debt Reduction.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in the press release annexed as Exhibit 99.1 is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.
We use, and will continue to use, our website (https://usaqcorp.com), press releases, and various social media channels, including our Twitter account (https://twitter.com/qhslabinc), LinkedIn account (https://www.linkedin.com/company/65407282/), Facebook account (https://www.facebook.com/QHSLabs) and Instagram account (https://www.instagram.com/qhslabs/) as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information we post on our website, disseminate in press releases and on social media could be deemed to be material information, and we encourage investors, the media and others interested in the Company to review the business and financial information that we post on our website, disseminate in press releases and on the social media channels identified above, as such information could be deemed to be material information.
Item9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release dated January 26, 2026 – QHSLab (OTCQB:USAQ) Reports Preliminary Unaudited 2025 Financial Results With Strong Revenue Growth, Expanding Margins, and Significant Debt Reduction |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date:<br> January 26, 2026 | |
|---|---|
| QHSLab,<br> Inc. | |
| /s/ Troy Grogan | |
| Name: | Troy<br> Grogan |
| Title: | CEO<br> and Chairman |
Exhibit99.1
QHSLab(OTCQB:USAQ) Reports Preliminary Unaudited 2025 Financial Results With Strong Revenue Growth, Expanding Margins, and Significant DebtReduction
Revenueincreased 25% year over year, gross margins expanded to approximately 67%, and convertible debt was substantially eliminated
Improvedprofitability and early Q-Cog reimbursement activity position the Company for continued platform expansion in 2026
WestPalm Beach, FL, January 26, 2026 (GLOBE NEWSWIRE) — QHSLab Inc. (the “Company”) (OTCQB: USAQ), a digital health infrastructure company supporting primary care practices, today reported preliminary unaudited financial results for the year ended December 31, 2025, reflecting continued execution against the Company’s strategy to build a scalable, reimbursable digital medicine platform while strengthening its capital structure.
Revenue for the year ended December 31, 2025 increased just over 25 percent to $2,676,074, compared to $2,131,926 in 2024. Gross profit for 2025 was $1,795,182, compared to $1,357,890 in the prior year, representing growth of more than 32 percent year over year. These results were achieved during a year in which the Company remained highly focused on resolving legacy obligations and strengthening its balance sheet, while operating with a lean cost structure. Despite these priorities, gross profit margin expanded meaningfully in 2025, increasing from approximately 64 percent in 2024 to approximately 67 percent in 2025, reflecting improved operating leverage and a favorable revenue mix.
During Q4 2025, the Company also completed a significant restructuring and extinguishment of debt, materially strengthening its balance sheet. Outstanding convertible debt and associated accrued interest was reduced from approximately $2.0 million to approximately $20,000, effectively eliminating nearly all convertible including obligations that were in default. The conversion of debt holders into stockholders reflects strong confidence in the Company’s long-term fundamentals and a shared belief that equity participation is more attractive than holding interest-bearing debt.
As a result of these actions, QHSLab expects annual interest expense to decline by more than $200,000 on a forward-looking basis, improving cash flow and providing additional flexibility to reinvest in product development, sales execution, and platform expansion.
“Our 2025 results reflect the resilience of our business model and the commitment of our team. Even while operating with limited resources and addressing historical obligations, we delivered strong revenue growth, improved profitability, and materially strengthened our financial position for the years ahead,” said Troy Grogan, President and CEO of QHSLab, Inc.
Operationally, the Company continues to see growing momentum across its Integrated Service Program (ISP) client base. In December 2025, QHSLab reported early results from its Q-Cog pilot program, which is beginning to generate reimbursement activity following the initial deployment phase. Early demand has been encouraging, and management expects Q-Cog to become a meaningful incremental revenue stream in 2026.
Q-Cog combines validated cognitive, behavioral, and functional screening within a single digital workflow, enabling physicians to meet CMS screening guidelines while supporting documentation and reimbursement under neurocognitive and behavioral health CPT codes. The solution aligns directly with Annual Wellness Visit requirements, supports cognitive and behavioral health screening mandates, and contributes to more accurate Risk Adjustment Factor scoring for value-based care providers. With few practical tools currently deployed at the primary-care level for early cognitive screening, Q-Cog addresses a significant unmet need while expanding QHSLab’s reimbursable digital medicine portfolio.
Management believes the combination of accelerating revenue growth, expanding margins, a substantially de-risked balance sheet, and the introduction of new reimbursable solutions position the Company well for continued progress in 2026.
The preliminary unaudited revenue and gross profit results for the year ended December 31, 2025 are based on information available to management as of the date of this press release and are subject to adjustment as the Company completes its year-end financial close process. Final audited financial results will be included in the Company’s Annual Report on Form 10-K to be filed with the Securities and Exchange Commission before the end of March 2026.
AboutQHSLab
QHSLab, Inc. (OTCQB: USAQ) is a digital health infrastructure company providing preventive screening, assessment, and workflow solutions for primary care practices. Its platform enables care that occurs outside the exam room, including screening, monitoring, education, and follow-up, to be delivered in a scalable, documented, and reimbursable manner across multiple underdiagnosed conditions.
Forward-LookingStatements
Certain matters discussed in this press release are ‘forward-looking statements’ intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In particular, the Company’s statements regarding trends in the marketplace, future revenues, future products, future interest expense and potential future results and acquisitions are examples of such forward-looking statements. Forward-looking statements are generally identified by words such as ‘may,’ ‘could,’ ‘believes,’ ‘estimates,’ ‘targets,’ ‘expects,’ or ‘intends,’ and other similar words that express risks and uncertainties. These statements are subject to numerous risks and uncertainties, including, but not limited to, the timing of the introduction of new products, the availability of financing to fund growth, the inherent discrepancy in actual results from estimates, projections, and forecasts made by management, regulatory delays, changes in government funding and budgets, and other factors, including general economic conditions, not within the Company’s control. The factors discussed herein and expressed from time to time in the Company’s filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this press release. The Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
InvestorRelations Contact:
Olivia Giamanco
QHSLab, Inc.
(929) 379-6503
ir@usaqcorp.com
https://twitter.com/QHSLabInc