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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): August 3, 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
August 3, 2026, QHSLab, Inc. (the “Company”) issued a press release titled “QHSLab (OTCQB:USAQ) Reports Second Quarter
and First Half 2026 Unaudited Financial Results” 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 August 3, 2026 – QHSLab (OTCQB:USAQ) Reports Second Quarter and First Half 2026 Unaudited Financial Results |
| 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:
August 3, 2026 |
|
| |
|
|
| QHSLab,
Inc. |
|
| |
|
|
| |
/s/
Troy Grogan |
|
| Name: |
Troy
Grogan |
|
| Title: |
CEO
and Chairman |
|
Exhibit
99.1

QHSLab
(OTCQB:USAQ) Reports Second Quarter and First Half 2026 Unaudited Financial Results
Integrated
Service Program (ISP) Revenue More Than Doubles Year-over-Year as Gross Margins Expand and Financing Costs Decline
West
Palm Beach, FL, August 3, 2026 (GLOBE NEWSWIRE) — QHSLab, Inc. (the “Company”) (OTCQB: USAQ), a healthcare technology
and software-as-a-service (SaaS) company focused on enabling primary care providers to improve patient outcomes while increasing practice
revenue through reimbursable preventive care, digital health and clinical decision support solutions, today reported its unaudited financial
results for the three and six months ended June 30, 2026.
Management
believes the second quarter reflects continued momentum in the Company’s strategic transition toward recurring revenue, software-enabled
healthcare platform, led by strong growth in its Integrated Service Program (“ISP”), expanding gross margins and significantly
reduced financing costs.
Second
Quarter 2026 Financial Highlights
For
the three months ended June 30, 2026:
| ● | ISP
revenue increased 86.4% to $491,399, compared with $263,628 during the second quarter of
2025. |
| ● | Total
revenue increased 40.1% to $847,490, compared with $605,446 in the prior-year quarter. |
| ● | Gross
profit increased 47.8% to $589,784, compared with $399,015. |
| ● | Gross
margin expanded to 69.6%, compared with 65.9% in the second quarter of 2025. |
| ● | Operating
income increased to $45,245, compared with $11,526 in the prior-year quarter. |
| ● | Net
income improved to $38,030, compared with a net loss of $(52,958) during the second quarter
of 2025. |
First
Half 2026 Financial Highlights
For
the six months ended June 30, 2026:
| ● | Total
revenue increased 26.0% to $1,576,175, compared with $1,250,865 during the first six months
of 2025. |
| ● | ISP
revenue increased 103.2% to $865,900, compared with $426,130 in the prior-year period. |
| ● | Gross
profit increased 27.9% to $1,060,587, compared with $828,959. |
| ● | Gross
margin improved to 67.3%, compared with 66.3% in the prior-year period. |
| ● | Interest
expense declined 87.3% to $16,741, compared with $132,054, reflecting the Company’s
strengthened balance sheet following the retirement of substantially all legacy convertible
debt. |
| ● | Net
loss improved approximately 50% to $(65,876) compared with $(132,567) during the first six
months of 2025, despite continued investment in product development, sales and organizational
infrastructure. |
Although
the Company reported a net loss for the six-month period, management believes the combination of accelerating recurring ISP revenue,
expanding gross margins and significantly lower financing costs demonstrates continued progress toward improved operating leverage.
Management
Commentary; Business Update
“Our
second quarter results demonstrate the evolution of QHSLab into a scalable healthcare technology platform built on recurring provider
relationships,” said Troy Grogan, President and Chief Executive Officer of QHSLab.
“ISP
revenue more than doubled during the first half of 2026 and was our primary source of revenue during the period, increasing to $865,900,
or approximately 55% of total revenue, and continues to become a larger component of our overall revenue mix. We believe this reflects
increasing provider recognition of the clinical and financial value of integrating preventive health screening and digital engagement
into everyday patient care.
Equally
important, we continue to generate strong gross margins while investing in the technology, software and organizational infrastructure
necessary to support our long-term growth strategy. During the first half of 2026, we expanded our ISP platform by adding additional
software-enabled healthcare solutions designed to improve patient engagement, preventive and chronic care delivery and recurring revenue
opportunities.
Looking
ahead, our priorities remain clear: expanding provider acquisition, accelerating provider activation, and investing in product innovation
to increase recurring software-enabled revenue. We believe the investments we are making today are the foundation for a highly scalable
healthcare platform capable of delivering meaningful long-term value for healthcare providers and our shareholders.
While
we remain focused on improving our business, during the past nine months we substantially strengthened our balance sheet through the
retirement of convertible debt, significantly reducing financing costs, improving our financial flexibility and our capital markets profile.”
Financial
results included in this release are unaudited.
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