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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
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
March 31, 2026, QHSLab, Inc. (the “Company”) issued a press release titled “QHSLab (OTCQB:USAQ) Reports Strong Fiscal
2025 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.
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 March 31, 2026 – QHSLab (OTCQB:USAQ) Reports Strong Fiscal 2025 Results with Revenue Growth, Expanding Margins, and Significant Balance Sheet Improvement |
| 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:
March 31, 2026 |
|
| |
|
|
| QHSLab,
Inc. |
|
| |
|
|
| |
/s/
Troy Grogan |
|
| Name: |
Troy
Grogan |
|
| Title: |
CEO
and Chairman |
|
Exhibit
99.1

QHSLab
(OTCQB:USAQ) Reports Strong Fiscal 2025 Results with Revenue Growth, Expanding Margins, and Significant Balance Sheet Improvement
Integrated
Service Program Growth Drives Revenue Expansion and Margin Improvement
Delivering
Improved Profitability and Debt Reduction in Fiscal 2025
Operational
Momentum and Balance Sheet Restructuring Position Company for 2026 Growth
West
Palm 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.
Financial
Highlights – Fiscal Year 2025
| |
● |
Revenue
increased to $2,691,741 in 2025 compared to $2,131,926 in 2024, representing growth of approximately 26%. |
| |
● |
Gross
profit increased to $1,810,849 compared to $1,357,890 in the prior year. |
| |
● |
Gross
margin expanded to 67.3% compared to 63.7% in 2024. |
| |
● |
Net
income improved to $457,417 for 2025 compared to a net loss of $259,239 in 2024. |
| |
● |
Interest
expense declined significantly to $237,413 from $465,055 in 2024 accompanied by the restructuring and extinguishment of almost all
funded debt. |
| |
● |
The
Company recorded a gain of approximately $1.15 million related to the extinguishment of convertible debt, strengthening the balance
sheet and reducing long-term obligations. |
| |
● |
Cash
increased to $636,157 at year end compared to $157,168 at the end of the prior year. |
| |
● |
Current
liabilities were significantly reduced from approximately $2.4 million at December 31, 2024 to approximately $450,000 at December
31, 2025 following debt repurchases and restructuring. |
Operational
Highlights
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.
Management
Commentary
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.”
Key
Takeaways 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
About
QHSLab
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-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