false
0000856984
0000856984
2025-12-26
2025-12-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
|
