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): March 31, 2026
QHSLab,Inc.
(Exact Name of Registrant as Specified in its Charter)
0-19041
(Commission File No.)
| Nevada | 30-1104301 |
|---|---|
| (State<br> of Incorporation) | (I.R.S.<br>Employer Identification 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 March 31, 2026, QHSLab, Inc. (the “Company”) issued a press release titled “QHSLab (OTCQB:USAQ) Reports Strong Fiscal2025 Results with Revenue Growth, Expanding Margins, and Significant Balance Sheet Improvement” 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 Release dated March 31, 2026 – QHSLab (OTCQB:USAQ) Reports Strong Fiscal 2025 Results with Revenue Growth, Expanding Margins, and Significant Balance Sheet Improvement |
| 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> March 31, 2026 | |
|---|---|
| QHSLab,<br> Inc. | |
| /s/ Troy Grogan | |
| Name: | Troy<br> Grogan |
| Title: | CEO<br> and Chairman |
Exhibit99.1
QHSLab(OTCQB:USAQ) Reports Strong Fiscal 2025 Results with Revenue Growth, Expanding Margins, and Significant Balance Sheet Improvement
IntegratedService Program Growth Drives Revenue Expansion and Margin Improvement
DeliveringImproved Profitability and Debt Reduction in Fiscal 2025
OperationalMomentum and Balance Sheet Restructuring Position Company for 2026 Growth
WestPalm Beach, FL, March 31, 2026 (GLOBE NEWSWIRE) — QHSLab, Inc. (the “Company”) (OTCQB: USAQ), a digital health infrastructure company focused on enabling independent primary care practices to implement scalable population health screening and care management programs, reported financial results for the year ended December 31, 2025.
The Company’s platform helps physicians identify and manage underdiagnosed behavioral health and chronic conditions through workflow-integrated digital assessments and follow-up care activities that occur both inside and outside the traditional office visit.
FinancialHighlights – Fiscal Year 2025
| ● | Revenue<br> increased to $2,691,741 in 2025 compared to $2,131,926 in 2024, representing growth of approximately 26%. |
|---|---|
| ● | Gross<br> profit increased to $1,810,849 compared to $1,357,890 in the prior year. |
| ● | Gross<br> margin expanded to 67.3% compared to 63.7% in 2024. |
| ● | Net<br> income improved to $457,417 for 2025 compared to a net loss of $259,239 in 2024. |
| ● | Interest<br> expense declined significantly to $237,413 from $465,055 in 2024 accompanied by the restructuring and extinguishment of almost all<br> funded debt. |
| ● | The<br> Company recorded a gain of approximately $1.15 million related to the extinguishment of convertible debt, strengthening the balance<br> sheet and reducing long-term obligations. |
| ● | Cash<br> increased to $636,157 at year end compared to $157,168 at the end of the prior year. |
| ● | Current<br> liabilities were significantly reduced from approximately $2.4 million at December 31, 2024 to approximately $450,000 at December<br> 31, 2025 following debt repurchases and restructuring. |
OperationalHighlights
Growth during 2025 was driven primarily by expansion of the Company’s Integrated Service Program (ISP), which provides clinical decision support, digital assessments, administrative workflow, and reimbursement support services to physician practices. ISP revenue increased 74% year-over-year to $1,121,134, reflecting continued adoption among primary care providers.
Sales of immunotherapy treatments also increased approximately 19% year-over-year, contributing to continued diversification of the Company’s revenue streams across diagnostics, therapeutics, and digital health services.
The Company continues to operate across a growing portfolio of healthcare solutions including digital health decision-support tools, allergy diagnostics and allergen immunotherapy services supporting primary care physicians managing chronic conditions such as anxiety, depression, chronic pain, allergy, and sleep disorders and also contributing new and significant revenue related to these services to their practices.
ManagementCommentary
Troy Grogan, President and CEO of QHSLab, commented:
“2025 marked an important year of operational progress and financial strengthening for QHSLab. We expanded revenue, improved gross margins, and significantly simplified our balance sheet through the repurchase and restructuring of legacy debt obligations. Just as importantly, we continued to see strong adoption of our Integrated Service Program among primary care providers, which we believe represents a meaningful long-term growth driver for the Company.”
“Looking ahead to 2026, our focus is on expanding our physician network through targeted hiring of sales personnel, scaling our digital health infrastructure, and continuing to position QHSLab as a trusted partner for primary care practices seeking to implement population-based screening and care management programs. With improving operating fundamentals and a stronger balance sheet, we believe the Company is well positioned to continue building long-term shareholder value.”
KeyTakeaways for Investors
● Revenue growth accelerating: Total revenue increased 26% year-over-year to $2.69 million, driven primarily by strong adoption of the Integrated Service Program (ISP), which experienced revenue growth of more than 74% year-over-year.
● Margin expansion demonstrating operating leverage: Gross profit increased to $1.81 million and gross margin improved to 67.3%, reflecting a favorable shift toward higher-margin digital health services and improved cost structure.
● Transition toward profitability and scalable growth: QHSLab reported net income of $457,417 in 2025 compared to a net loss in 2024, supported by expanding digital health services, increasing physician adoption of the Company’s Integrated Service Program and a net gain on extinguishment of debt of approximately $666,000.
For additional information, including the Company’s latest corporate presentation, please visit the QHSLab investor relations website at https://www.qhslab.com/for-investors
AboutQHSLab
QHSLab, Inc. (OTCQB: USAQ) is a digital health infrastructure company supporting independent primary care practices through workflow-integrated digital screening, clinical decision support, and care management services. The Company’s platform is designed to help physicians identify and manage underdiagnosed behavioral health and chronic conditions while supporting reimbursable clinical activities that occur both during and outside traditional office visits. QHSLab generates revenue primarily through recurring service fees from participating medical practices. The Company also operates an allergy diagnostics and treatment service line under the AllergiEnd® brand. Learn more at www.qhslab.com
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