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): May 16, 2025

QHSLab, Inc.

(Exact Name of Registrant as Specified in its Charter)

0-19041

(Commission File No.)

Nevada		30-1104301
(State of Incorporation)		(I.R.S. Employer Identification No.)

901 Northpoint Parkway Suite 302 West Palm Beach

FL 33407

33407

(Address of Principal Executive Offices)

(ZIP 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 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 (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered 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. ☐

Item 7.01 Regulation FD Disclosure.

On May 16, 2025, QHSLab, Inc. (the “Company”) issued a press release announcing that it is in advanced discussions with Catheter Precision, Inc. regarding a potential strategic debt restructuring. If finalized, the proposed restructuring is expected to strengthen the Company’s financial position, extend debt maturities, reduce dilution risk, and support long-term growth initiatives. 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. There can be no assurance that a definitive agreement will be reached or that any transaction will be completed on the anticipated terms, or at all.

The information in this Current Report on Form 8-K (including the exhibit) 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.

Item 9.01 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 Release dated May 16, 2025 – QHSLab, Inc. QHSLab, Inc. Signals Strategic Debt Restructuring to Strengthen Balance Sheet and Drive Growth

104		Cover 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: May 16, 2025

QHSLab, Inc.

	/s/ Troy Grogan
Name:	Troy Grogan
Title:	CEO and Chairman

Exhibit 99.1

QHSLab, Inc. Signals Strategic Debt Restructuring to Strengthen Balance Sheet and Drive Growth

	●	Company in Advanced Discussions to Restructure Convertible Debt and Unlock Shareholder Value

	●	Potential Agreement Expected to Improve Financial Flexibility and Reduce Dilution Pressure

WEST PALM BEACH, FL, May 16, 2025 (GLOBE NEWSWIRE) — QHSLab Inc. (the “Company”) (OTCQB: USAQ), a digital health company advancing personalized medicine through innovative population health screening and point of care diagnostic tools in primary care, today announced that it is in advanced discussions with Catheter Precision, Inc. the current holder of its OID Notes previously held Mercer Street Global Opportunity Fund, LLC regarding a strategic restructuring intended to improve the Company’s financial flexibility and long-term growth outlook.

The restructuring is expected to significantly improve QHSLab’s financial position by reducing near-term payment obligations, increasing the conversion price of existing debt instruments, and removing default-related overhang. The agreement—if finalized—would also introduce a payment-in-kind (PIK) interest option and extend the maturity of the notes, allowing the Company to redirect capital toward key growth initiatives.

Expected Benefits of the Restructuring:

	●	Improved Balance Sheet Health: Restructuring expected to consolidate and extend existing obligations to reduce financial strain.
	●	Reduced Dilution Risk: Planned increase in conversion price aims to lift downward pressure on USAQ stock.

“We’re working collaboratively with our new strategic partner to restructure our outstanding obligations in a way that both supports our growth and adds value for shareholders,” said Troy Grogan, President and CEO of QHSLab, Inc.

“This anticipated agreement, once completed, will represent a major step toward long-term financial strength, allowing us to execute more effectively on our digital health roadmap.”

The Company expects to finalize the agreement and issue a formal announcement in the coming weeks.

For more information about QHSLab and our healthcare solutions, please visit www.qhslab.com.

About QHSLab, Inc.

QHSLab, Inc. (OTCQB: USAQ) is a medical device company providing digital healthcare solutions and point-of-care-diagnostic tests to primary care physicians. Digital healthcare allows doctors to assess patient responses quickly and effectively using advanced artificial intelligence algorithms. Digital healthcare can also remotely monitor patients’ vital signs and evaluate the effects of prescribed medicines and treatments on patients’ health through real-time data transferred from patient to doctor. QHSLab, Inc. also markets and sells point-of-care, rapid-response diagnostic tests used in the primary care practice. QHSLab, Inc.’s products and services are designed to help physicians improve patient monitoring and medical care while also increasing their revenues.

Forward-Looking Statements

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.

Investor Relations Contact:

Brett Maas, Managing Principal, Hayden IR, LLC

[email protected]

646-536-7331

https://twitter.com/QHSLabInc