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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 |
|
