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 6, 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 6, 2026, QHSLab, Inc. (the “Company”) issued a press release titled “QHSLab (OTCQB:USAQ) Issues UnauditedFinancial and Operational Update Ahead of January 2026 Investor Session.” 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 January 6, 2026 – QHSLab (OTCQB:USAQ) Issues Unaudited Financial and Operational Update Ahead of January 2026 Investor Session |
| 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 6, 2026 | |
|---|---|
| QHSLab,<br> Inc. | |
| /s/ Troy Grogan | |
| Name: | Troy<br> Grogan |
| Title: | CEO<br> and Chairman |
Exhibit99.1
QHSLab(OTCQB:USAQ) Issues Unaudited Financial and Operational Update Ahead of January 2026 Investor Session
Unauditedupdate reflects revenue growth, positive operating income, removal of convertible debt, and improved cash flow profile entering 2026.
Companyreports $1.99 million in revenue for the nine months ended September 30, 2025, up 32% YoY, eliminates convertible debt, and ends theyear with approximately $630,000 in cash.
WestPalm Beach, FL, January 6, 2026 (GLOBE NEWSWIRE) — QHSLab Inc. (the “Company”) (OTCQB: USAQ), a digital health infrastructure company focused on supporting primary care practices, today provided an unaudited business and financial update in advance of a scheduled investor discussion today.
UnauditedFinancial Highlights
The following financial information is unaudited and based on the Company’s internal records and most recent publicly reported filings.
● For the nine months ended September 30, 2025, the Company reported revenue of $1.99 million, representing a 32 percent increase year over year.
● Gross profit for the nine months was $1.32 million, reflecting a gross margin of approximately 66 percent.
● Net operating income before interest was $95,738.
● Cash at bank as of December 31, 2025 was approximately $630,000.
BalanceSheet and Capital Structure Update
During the fourth quarter of 2025, the Company continued to increase its revenue run rate and completed actions to simplify its balance sheet and improve its long-term capital structure.
● Outstanding convertible debt has been practically eliminated, reduced from approximately $1.4 million to $20,000.
● The elimination of convertible debt is expected to reduce annual interest expense by more than $250,000 on a forward-looking basis.
● Management believes the Company exited 2025 in a cash-flow-positive operating position.
CapitalStructure and Public Float
As of the date of this release, the Company has 13,418,899 shares of common stock outstanding, of which approximately 2,429,525 shares constitute the public trading float.
Included in the outstanding shares are approximately 2,301,565 restricted common shares issued in connection with recent debt conversions, equity financings, and preferred share dividend payments. These shares are subject to Rule 144 restrictions and generally may not be resold into the public market until the applicable six-month holding period has elapsed and other Rule 144 conditions are satisfied.
OTC Markets reflects the Company’s current outstanding share count and public float information consistent with these disclosures.
OperationalOutlook
Based on current operating performance and the reduction in interest expense, management believes the Company is positioned for improved operating leverage entering 2026 and expects to report net income after interest, amortization, and depreciation for the year ended December 31, 2025, subject to completion of year-end financial close and audit procedures.
This disclosure is provided to support transparency ahead of upcoming investor discussions and does not constitute guidance. All financial information presented herein is unaudited.
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