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): November 24, 2025
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 November 24, 2025, QHSLab, Inc. (the “Company”), sent a letter to its shareholders, a copy of which is attached as Exhibit 99.1.
The information in the press release annexed as Exhibit 99.1 to 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.
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 | Letter to shareholders dated November 24, 2025 |
| 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> November 24, 2025 | |
|---|---|
| QHSLab,<br> Inc. | |
| /s/ Troy Grogan | |
| Name: | Troy<br> Grogan |
| Title: | CEO<br> and Chairman |
Exhibit 99.1
QHSLab, Inc.Shareholder LetterA Transformational Quarter: Rapid Growth, Strengthened Balance Sheet, and a Powerful Setup for 2026
Dear Shareholders,
2025 has become a defining year for QHSLab. We were pleased to share the strongest operational and financial updates in our Company’s history with the filing of our latest 10-Q and our recent 8-K on November 18, 2025. Revenue growth is accelerating, gross margins are expanding, and the balance sheet has been significantly strengthened. Even more importantly, the major source of historical dilution pressure has been eliminated.
Strong 2025 Performance and Significant Revenue Momentum
For the first nine months of 2025, QHSLab generated $1.99 million in revenue, up from $1.51 million in the same period last year. Gross profit rose sharply to $1.32 million, demonstrating both improved efficiency and the increasing value of our platform.
But perhaps the most exciting update is our October performance.
October 2025: A Breakout Month
Unaudited October revenue reached approximately $285,327, setting the Company at an annualized run rate of more than $3.4 million with revenues for 2026 already surpassing 2025 with two months to go. This marks a powerful acceleration of growth and showcases the increasing demand for QHSLab’s digital medicine ecosystem.
Management fully expects these unaudited results to be confirmed—and we believe this momentum is a preview of where the Company is heading in 2026.
Removing the Largest Source of Dilution in the Company’s History
Following the end of the quarter, QHSLab executed one of its most important strategic actions to date: the full retirement of the two outstanding convertible notes, originally issued in 2021 and 2022.
These notes were overdue, accruing 18 percent annual interest, and represented a potential conversion into millions of low-priced shares at $0.20 per share.
Today, these notes are gone.
Cancelled. Extinguished. Eliminated.
Along with all interest, liens, and conversion rights.
With this single action, QHSLab:
| ● | Removed over $1.4 million in liabilities |
|---|---|
| ● | Erased a massive dilution overhang |
| ● | Protected shareholders from millions of potential new shares hitting the market |
| ● | Strengthened the balance sheet heading into 2026 |
| ● | Preserved the integrity of our share structure at a critical<br> moment in our growth curve |
For retail investors, this is a major turning point:
the largest structural risk in the stock is no longer present.
It is worth noting that the Company’s active DTC trading float is just 2,429,525 shares—an unusually tight structure for a company entering a growth phase.
Positioned for a Strong 2026
With our cleaner capital structure, improved cost profile, and accelerating revenue base, QHSLab is entering 2026 with meaningful momentum.
Our focus includes:
| ● | Scaling recurring digital-health revenues |
|---|---|
| ● | Expanding relationships in primary care and behavioral health |
| ● | Growing adoption of our cognitive, population-health, and allergy solutions |
| ● | Enhancing operational efficiency and cash flow |
| ● | Advancing new strategic opportunities that support long-term value creation |
A Company Built for Growth
Everything we are doing—from strengthening the balance sheet to expanding our digital platform—is aimed at positioning QHSLab to deliver long-term value and drive shareholder return. Of course, there are always risks and challenges to overcome, nevertheless, the trajectory we set in 2025 lays a strong foundation for what we believe can be a pivotal year ahead.
Thank you for your support and engagement. QHSLab is building something meaningful, and we look forward to continuing this momentum into 2026 and beyond.
Sincerely,
Troy Grogan
President & CEO
QHSLab, Inc.
About QHSLab
QHSLab, Inc. (OTCQB: USAQ) is a digital health technology leader providing preventive screening, assessment, and workflow solutions for primary care. Its tools help practices identify, document, and manage underdiagnosed chronic and behavioral conditions efficiently and profitably. Learn more at www.qhslab.com
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:
Olivia Giamanco
QHSLab, Inc.
(929) 379-6503
ir@usaqcorp.com
https://twitter.com/QHSLabInc