QHSLab retires $470,529 note with 1.57M shares

QHSLab, Inc. entered into a Note Repurchase Agreement with MedScience Research Group, Inc. Under this deal, QHSLab repurchased, cancelled, and extinguished a promissory note originally issued on June 23, 2021 in the principal amount of $750,000.

Rhea-AI Filing Summary

QHSLab, Inc. entered into a Note Repurchase Agreement with MedScience Research Group, Inc. Under this deal, QHSLab repurchased, cancelled, and extinguished a promissory note originally issued on June 23, 2021 in the principal amount of $750,000. As of December 31, 2025, the outstanding principal and accrued interest on the note totaled $470,529.

In exchange for eliminating this debt, QHSLab issued 1,568,432 shares of its common stock, as directed by MedScience. The company states that its Chief Executive Officer, who is a minority shareholder and service provider to MedScience, did not receive any personal distribution or other consideration from the transaction. The note is now fully satisfied and of no further force or effect.

The company characterizes this transaction as simplifying its capital structure, removing a related-party debt obligation, and improving the clarity of its balance sheet and financial reporting. The shares were issued in a private, unregistered offering under Section 4(a)(2) and/or Regulation D of the Securities Act as non-cash consideration for cancellation of indebtedness.

Insights

Capital structure and credit analyst

QHSLab swaps debt for equity, retiring a related-party note with new shares.

QHSLab, Inc. eliminated a promissory note that had outstanding principal and accrued interest of $470,529 as of December 31, 2025 by issuing 1,568,432 common shares to MedScience Research Group, Inc. This converts a fixed debt obligation into equity, which can reduce future cash interest and principal repayment requirements.

The transaction involves a related party, since the company’s Chief Executive Officer is a minority shareholder in MedScience and provides services to it. The disclosure emphasizes that the Chief Executive Officer did not receive any personal distribution or other consideration, and that the note is fully satisfied and cancelled.

From a balance-sheet perspective, QHSLab removes a related-party liability while increasing equity, which the company believes simplifies its capital structure and improves reporting clarity. The net impact for shareholders balances reduced leverage against dilution from the new shares, with actual significance depending on the company’s total shares outstanding as disclosed in other filings.

8-K Event Classification

4 items: 1.01, 3.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did QHSLab, Inc. (USAQ) announce in this 8-K?

QHSLab, Inc. disclosed that it entered into and consummated a Note Repurchase Agreement with MedScience Research Group, Inc., under which it repurchased, cancelled, and extinguished a promissory note in exchange for issuing 1,568,432 shares of its common stock.

How much QHSLab debt was eliminated in the MedScience transaction?

The promissory note originally had a principal amount of $750,000, and as of December 31, 2025 the outstanding principal and accrued interest totaled $470,529, which was fully satisfied, discharged, and extinguished through the equity issuance.

How many QHSLab (USAQ) shares were issued to retire the MedScience note?

QHSLab issued an aggregate of 1,568,432 shares of its common stock, par value $0.0001 per share, as directed by MedScience in consideration for the repurchase and cancellation of the note.

Was the QHSLab MedScience note repurchase a related-party transaction?

Yes. QHSLab states that its Chief Executive Officer and principal shareholder is a minority shareholder of MedScience and provides services to MedScience. The company also notes that the Chief Executive Officer did not receive any personal distribution or other consideration in connection with this transaction.

Were the new QHSLab (USAQ) shares registered with the SEC?

No. The shares were issued in a private transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) and/or Regulation D. The company states the shares were issued as consideration for cancellation of indebtedness and were not issued for cash.

How does QHSLab describe the impact of this note repurchase on its financial position?

QHSLab believes that repurchasing and extinguishing the note simplifies its capital structure, eliminates a related-party debt obligation, and improves the clarity of its balance sheet and financial reporting going forward.

What exhibits related to the QHSLab note repurchase were referenced?

The company lists Exhibit 10.1 as the Note Repurchase Agreement dated December 31, 2025, and Exhibit 104 as the Cover Page Interactive Data File embedded within the Inline XBRL document.

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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): January 23, 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 1.01 Entry Into a Material Definitive Agreement.

QHSLab, Inc. (the “Company”) consummated a Note Repurchase Agreement (the “Repurchase Agreement”) with MedScience Research Group, Inc., a Florida corporation (“MedScience”).

Pursuant to the Repurchase Agreement, the Company repurchased, cancelled, and extinguished a Promissory Note dated June 23, 2021, originally issued in the principal amount of $750,000 and held by MedScience (the “Note”). As of December 31, 2025, the outstanding principal and accrued interest under the Note totaled $470,529. In consideration for the repurchase of the Note, the Company issued an aggregate of 1,568,432 shares of its common stock, par value $0.0001 per share (the “Shares”), as directed by MedScience.

The Company’s Chief Executive Officer and principal shareholder is a minority shareholder of MedScience and provides services to MedScience for which he is compensated. The Chief Executive Officer did not receive any personal distribution or other consideration in connection with this transaction.

Upon issuance of the Shares, all obligations of the Company under the Note were fully satisfied, discharged, and extinguished, and the Note was cancelled and is of no further force or effect.

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, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K or an amendment thereto.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Shares were issued in a private transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. The Shares were issued as consideration for the cancellation of indebtedness and were not issued for cash. No underwriting discounts or commissions were paid in connection with the issuance. Appropriate “Securities Act” legends were affixed to the certificates representing the Shares and will be maintained in the transfer records of the Company’s transfer agent.

The Shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act.

Item 8.01 Other Events

The Company believes that the repurchase and extinguishment of the Note simplifies its capital structure, eliminates a related-party debt obligation, and improves the clarity of its balance sheet and financial reporting going forward.

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
10.1		Note Repurchase Agreement, dated December 31, 2025.
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: January 23, 2026
QHSLab, Inc.
	/s/ Troy Grogan
Name:	Troy Grogan
Title:	CEO and Chairman