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 16, 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 16, 2026, QHSLab, Inc. (the “Company”) issued a press release titled “QHSLab (OTCQB:USAQ) Initiates BoardExpansion Process to Strengthen Governance and Support Next Phase of Growth.” 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 16, 2026 – QHSLab (OTCQB:USAQ) Initiates Board Expansion Process to Strengthen Governance and Support Next Phase of Growth |
| 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 16, 2026 | |
|---|---|
| QHSLab,<br> Inc. | |
| /s/ Troy Grogan | |
| Name: | Troy<br> Grogan |
| Title: | CEO<br> and Chairman |
Exhibit99.1
QHSLab(OTCQB:USAQ) Initiates Board Expansion Process to Strengthen Governance and Support Next Phase of Growth
Governanceevolution follows elimination of major convertible debt, recent funding, and improved capital structure
Companyadvances governance framework aligned with shareholder interests and future listing requirements
WestPalm Beach, FL, January 16, 2026 (GLOBE NEWSWIRE) — QHSLab Inc. (the “Company”) (OTCQB: USAQ), a digital health infrastructure company supporting primary care practices, today announced that it has initiated a formal process to expand its board of directors by adding independent members.
The Company has commenced meetings and interviews with prospective candidates as part of a structured and deliberate selection process. This initiative reflects QHSLab’s continued evolution as a public company and its commitment to strengthening governance practices in alignment with shareholder interests and long-term growth objectives.
The addition of independent directors is expected to further enhance oversight, broaden strategic perspective, and support customary corporate approvals as the Company prepares for future milestones, including potential uplisting considerations. Management believes this step positions QHSLab to operate with governance standards consistent with larger public companies while maintaining the agility required to execute its strategy underway.
This governance initiative follows a series of actions taken by the Company over the past several months to simplify its capital structure and reduce potential shareholder overhang. QHSLab has substantially eliminated legacy convertible debt, reduced interest expense, and recently completed a funding transaction designed to support growth while limiting dilution. Collectively, these actions are intended to improve transparency, strengthen the balance sheet, and align management and shareholder interests.
Troy Grogan, President, CEO, and Sole Director of QHSLab, commented:
“For many years, I served as the Company’s sole director during periods that required resilience, discipline, and long-term thinking. Throughout that time, my focus was always on acting in the best interests of shareholders and building a durable foundation for growth. I chose not to take compensation so that shareholders could see clearly that I was sitting in their shoes, working through the same risks and trade-offs.”
“As QHSLab enters its next phase, I believe the time is right to evolve our governance structure. Bringing independent directors onto the board strengthens oversight, supports future capital markets objectives, and reflects the progress we have made as a company. This is a positive and necessary step as we continue building long-term value.”
The Company expects to provide updates as the board selection process progresses.
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, 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 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