QHSLab raises $500K in private placement of stock and warrants

QHSLab, Inc. disclosed that on December 26, 2025 it closed a private placement with two accredited investors for approximately $500,000 of common stock and warrants.

Rhea-AI Filing Summary

QHSLab, Inc. disclosed that on December 26, 2025 it closed a private placement with two accredited investors for approximately $500,000 of common stock and warrants. The company issued 1,666,663 shares of common stock at $0.30 per share and 416,666 warrants to purchase common stock.

Each warrant is exercisable at $0.60 per share and expires on December 31, 2030. Net proceeds to QHSLab were in excess of $495,000, with planned use for general corporate purposes, including working capital. The securities were issued in a private offering relying on Regulation D exemptions and were sold without brokers, underwriters, or finder fees.

QHSLab also noted it issued a press release on December 29, 2025 titled “QHSLab, Inc. (OTCQB:USAQ) Completes $500K Private Placement, Enters 2026 With Clean Capital Structure,” which was furnished as an exhibit.

Insights

Equity Capital Markets Analyst

QHSLab raises about $500K via a small, fee-free private placement.

QHSLab, Inc. completed a private financing with two accredited investors for approximately $500,000 of common stock and warrants. The structure combines 1,666,663 new shares at $0.30 per share with 416,666 warrants exercisable at $0.60 until December 31, 2030, adding both immediate and potential future equity.

The company reports net proceeds in excess of $495,000, reflecting that no brokers, finders, or underwriting discounts were paid. This directs nearly the full gross amount to the balance sheet, earmarked for general corporate purposes, including working capital, which can help support ongoing operations or growth initiatives.

The warrants introduce possible future dilution if exercised, but the actual impact depends on future share price and holder decisions. The company also highlights the transaction in a press release describing entry into 2026 with a “clean capital structure,” underscoring a focus on capital structure positioning without providing additional quantitative detail in this excerpt.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 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 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

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 financing transaction did QHSLab (USAQ) report in this filing?

QHSLab, Inc. reported closing a private placement with two accredited investors for approximately $500,000 of common stock and warrants.

How many QHSLab (USAQ) shares and warrants were issued in the private placement?

The company issued 1,666,663 shares of common stock at $0.30 per share and 416,666 warrants to purchase additional shares of common stock.

What are the exercise terms of the QHSLab (USAQ) warrants from this offering?

Each warrant is exercisable at an exercise price of $0.60 per share and expires on December 31, 2030.

How much did QHSLab (USAQ) net from the private placement and what is the intended use?

QHSLab reports net proceeds in excess of $495,000, which it intends to use for general corporate purposes, including working capital.

Under which securities law exemptions were the QHSLab (USAQ) securities issued?

The securities were issued in a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

Did QHSLab (USAQ) pay any broker or finder fees for this private placement?

No brokers, finders, or underwriters participated in the offering, and no underwriting discounts or commissions were paid.

What press release related to this private placement did QHSLab (USAQ) furnish?

On December 29, 2025, QHSLab furnished a press release titled “QHSLab, Inc. (OTCQB:USAQ) Completes $500K Private Placement, Enters 2026 With Clean Capital Structure” as Exhibit 99.1.

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Accepted by SEC EDGAR 12/29/2025 - 08:30 AM Learn about SEC filing dates

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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): December 26, 2025

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

On December 26, 2025, QHSLab, Inc. (the “Company”) accepted subscription agreements from two accredited investors for the purchase of approximately $500,000 of the Company’s common stock and warrants in a private placement offering. No brokers or finders participated in the offering and the Company paid no brokerage or finder’s fees. Consequently, the net proceeds to the Company were in excess of $495,000.

Pursuant to the subscription agreements, the Company issued an aggregate of 1,666,663 shares of common stock, par value $0.0001 per share, at a purchase price of $0.30 per share, together with an aggregate of 416,666 warrants to purchase shares of common stock. Each warrant is exercisable at an exercise price of $0.60 per share and expires on December 31, 2030.

The securities were issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, provided by Regulation D thereunder.

The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 is incorporated herein by reference.

The shares of common stock and warrants were offered and sold in a private placement to two accredited investors without general solicitation in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. No underwriting discounts or commissions were paid in connection with the issuance of the securities and the certificates representing the shares and warrants will have a customary Securities Act legend imprinted thereon.

The securities issued have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption.

Item 7.01 Regulation FD Disclosure.

On December 29, 2025, QHSLab, Inc. (the “Company”) issued a press release titled “QHSLab, Inc. (OTCQB:USAQ) Completes $500K Private Placement, Enters 2026 With Clean Capital Structure.” 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, except for Exhibit 99.1, which is furnished.

Exhibit No.		Description
10.1		Form of Subscription Agreement
10.2		Form of Warrant Agreement
99.1		Press Release dated December 29, 2025 – QHSLab, Inc. (OTCQB: USAQ) Completes $500K Private Placement, Enters 2026 With Clean Capital Structure
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: December 29, 2025
QHSLab, Inc.
	/s/ Troy Grogan
Name:	Troy Grogan
Title:	CEO and Chairman