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 18, 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. ☐
Item1.01 Entry Into a Material Definitive Agreement.
On November 18, 2025, QHSLab, Inc. (the “Company”) consummated a Note Repurchase Agreement (the “Repurchase Agreement”) with the holder of the Company’s outstanding convertible promissory notes originally issued on August 10, 2021 and July 19, 2022 (collectively, the “Notes”). The Notes, which had been in default and bore interest at a default rate of 18 percent per annum, had an aggregate outstanding balance consisting of principal and accrued interest in excess of $1.4 million as of the date of redemption.
Under the terms of the Repurchase Agreement, the Company purchased the Notes for a cash payment of $300,000 (the “Repurchase Price”). The Repurchase Price is being funded through a combination of available Company funds generated from operations and a short-term advance provided by the Company’s President and Chief Executive Officer. Upon payment of the Repurchase Price, the Notes were deemed fully satisfied, cancelled, and extinguished, and all security interests, liens, guarantees, claims, rights, and obligations relating to the Notes were released and terminated. The redemption resulted in the termination of all conversion rights associated with the Notes, including rights to convert into shares of the Company’s common stock at a conversion price of $0.20 per share.
The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The repurchase and retirement of the Notes pursuant to the Repurchase Agreement constitutes a termination of the Company’s obligations under the Notes and related agreements. As a result of the repurchase, all obligations for principal, accrued interest, default interest, conversion rights, and any other rights or claims under the Notes have been discharged in full, and the Company has no further liability with respect to the Notes.
Item7.01 Regulation FD Disclosure.
On November 18, 2025, QHSLab, Inc. (the “Company”) issued a press release titled “QHSLab (OTCQB:USAQ) Completes Repurchaseof Legacy Debt, Enhancing Capital Structure, Strengthening Balance Sheet and Reducing Future Dilution.” 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 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 |
|---|---|
| 10.1 | Note Repurchase Agreement, dated November 18, 2025. |
| 99.1 | Press<br> Release dated November 18, 2025 – QHSLab, Inc. (OTCQB: USAQ) Completes Repurchase of Legacy Debt, Enhancing Capital Structure, Strengthening Balance Sheet and Reducing Future Dilution |
| 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 18, 2025 | |
|---|---|
| QHSLab,<br> Inc. | |
| /s/ Troy Grogan | |
| Name: | Troy<br> Grogan |
| Title: | CEO<br> and Chairman |
Exhibit10.1
Exhibit 99.1
QHSLab (OTCQB:USAQ) Completes Repurchase of LegacyDebt, Enhancing Capital Structure, Strengthening Balance Sheet and Reducing Future Dilution
Repurchase of the Catheter Convertible Notes removesconversion overhang and supports QHSLab’s financial discipline and growth outlook.
Company Reports Robust Q3 2025 Year-Over-Year RevenueGrowth, Expanded Gross Profit, and Strengthened Operating Metrics
West Palm Beach, FL, November 18, 2025 (GLOBE NEWSWIRE) — QHSLabInc. (the “Company”) (OTCQB: USAQ), a medical device and digital health company enabling primary care physicians to deliver reimbursable, value-based chronic-disease and preventive-care services, today announced the repurchase and retirement of its outstanding legacy convertible debt issued in 2021 and 2022. The Notes had been in default and carried 18 percent default interest and conversion rights at $0.20 per share. The repurchase will strengthen the Company’s balance sheet, materially reduce future dilution risk, and remove a significant overhang on the Company’s common stock.
Under the terms of the Note Repurchase Agreement, QHSLab successfully retired and cancelled more than $1.4 million of outstanding principal, accrued default interest and potential fees associated with its legacy convertible notes. Upon completion of the transaction, the Notes were extinguished in full, and all related conversion rights, security interests, liens, and claims were permanently terminated.
This action results in a meaningful improvement to QHSLab’s financial position and eliminates several million shares of potential dilution that could have been issued under the Notes’ $0.20 conversion feature.
Financial Highlights – Third Quarter Ended September 30, 2025
| ● | Revenue: $737,066, an increase of 35% compared to $544,285 for Q3 2024. |
|---|---|
| ● | Gross profit: $493,631, up 35% from $365,133 in the prior year quarter, reflecting a gross margin of 67%. |
| ● | Operating income: $96,251 versus $89,090 in Q3 2024. |
| ● | Net income: $33,411, compared to net income of $49,765 in Q3 2024. |
| ● | Cash and cash equivalents: $158,391 at September 30, 2025, steady versus $157,168 at December 31, 2024. |
Year-to-Date Highlights (First Nine Months of 2025)
| ● | Revenue: $1.99 million, up 32% from $1.51 million for the first nine months of 2024. |
|---|---|
| ● | Gross profit: $1.32 million (66% gross margin) versus $0.95 million (63% margin) a year ago. |
| ● | Operating expenses: $1.23 million versus $0.81 million in 2024, driven by continued investment in product development and market<br>expansion. |
| ● | Net loss: ($99,156) versus net income of $28,350 for the same period last year. |
| ● | Interest on repurchased convertible notes: Notes eliminate more than $200,000 in annualized interest expense. |
Operational and Corporate Updates
| ● | Digital Medicine Expansion: QHSLab continued deployment of its ISP platform to primary care and behavioral health practices, increasing<br>recurring SaaS and service revenue. |
|---|---|
| ● | Product Innovation: Ongoing R&D spending ($132,769 in Q3 2025) supported enhancements to the Q-Cog™ cognitive screening<br>module and Q-Scale™ psychosocial risk tool integrations within electronic health records. |
| ● | Capital Structure: As of November 20, 2025, the Company had 11,281,527 common shares outstanding. |
Management Commentary
Troy Grogan, President and CEO of QHSLab, commented:
“Through the first nine months of 2025, we continued to demonstrate strong operational momentum and revenue growth across our digital health and integrated service program. Our 35 percent year-over-year revenue increase in the third quarter reflects the effectiveness of our technology, the engagement of our physician customers, and the scalability of our solutions within primary care settings.”
“The repurchase of our legacy convertible notes is another important step forward. Eliminating over $1.4 million in defaulted debt obligations significantly strengthens our balance sheet, reduces interest expense going forward, and removes a large conversion overhang that posed a significant dilution risk to our shareholders. This action positions QHSLab for a healthier financial trajectory as we plan our next phase of growth.”
“Looking ahead to 2026, we remain focused on advancing our digital medicine ecosystem, strengthening our relationships with primary-care providers, and expanding collaborative efforts with behavioral health groups. We continue to pursue new opportunities in population health, cognitive assessment, allergy diagnostics, and preventive care. Our priorities include growing recurring revenues, improving cash flow, and leveraging strategic partnerships to support long-term, sustainable profitability. With a cleaner capital structure and stronger financial footing following the retirement of our legacy debt, we believe QHSLab is well-positioned to expand its market presence and deliver lasting value for our shareholders.”
For additional details on QHSLab’s financial performance, readers are encouraged to review the Company’s Form 10-Q for the quarter ended September 30, 2025, filed on November 13, 2025.
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