[8-K] QHSLab, Inc. Reports Material Event

Rhea-AI Filing Summary

QHSLab, Inc. (USAQ) entered into a Note Repurchase Agreement on November 18, 2025 to buy back its outstanding defaulted convertible promissory notes. These notes, issued in 2021 and 2022, had an aggregate outstanding balance of principal and accrued interest in excess of $1.4 million and carried a default interest rate of 18 percent per annum. QHSLab repurchased the notes for a cash payment of $300,000, funded by operating cash and a short-term advance from its President and CEO. Following payment, the notes were fully cancelled, all related liens and obligations were terminated, and all conversion rights, including conversion into common stock at $0.20 per share, were eliminated. The company highlighted this transaction in a press release describing the completion of the repurchase of legacy debt and its impact on the capital structure.

Positive

• Repurchase of defaulted debt at discount: QHSLab retired convertible promissory notes with an aggregate outstanding balance of principal and accrued interest in excess of $1.4 million, which were in default at an 18 percent interest rate, for a cash payment of $300,000.
• Elimination of dilution from conversion rights: The transaction cancelled all conversion rights associated with the notes, including rights to convert into common stock at a conversion price of $0.20 per share, reducing potential future equity dilution.
• Balance sheet and capital structure improvement: Upon payment, all obligations, security interests, liens, guarantees, and claims related to the notes were discharged, simplifying the company’s capital structure and removing high-cost legacy debt.

Negative

• None.

Insights

Capital structure and credit analyst

QHSLab retires over $1.4M of defaulted convertible debt for $300K, removing high-interest and dilution overhang.

QHSLab repurchased defaulted convertible promissory notes with an aggregate outstanding balance of principal and accrued interest in excess of $1.4 million that were accruing interest at 18 percent per annum. The company paid a cash repurchase price of $300,000, funded by available cash from operations and a short-term advance from its President and Chief Executive Officer. This represents a substantial reduction in contractual debt obligations relative to the stated balance on the notes.

Upon payment of the repurchase price, the notes were fully satisfied, cancelled, and extinguished, and all related security interests, guarantees, and claims were terminated. Importantly, all conversion rights were eliminated, including rights to convert into common stock at a conversion price of $0.20 per share, which reduces potential future equity dilution tied to these instruments. The transaction also terminates all obligations for principal, accrued interest, default interest, and any other rights under the notes.

The company framed this as completing the repurchase of legacy debt and enhancing its capital structure in an accompanying press release. The immediate effect is the removal of high-cost, defaulted debt and associated conversion features from the balance sheet. Future disclosures in periodic reports will show how the short-term advance from the Chief Executive Officer is treated and how the reduced debt load affects interest expense and overall leverage over subsequent reporting periods.

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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): November 18, 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 November 18, 2025, QHSLab, Inc. (the “Company”) consummated a Note Repurchase Agreement (the “Repurchase Agreement”) with the holder of the Company’s outstanding convertible promissory notes originally issued on August 10, 2021 and July 19, 2022 (collectively, the “Notes”). The Notes, which had been in default and bore interest at a default rate of 18 percent per annum, had an aggregate outstanding balance consisting of principal and accrued interest in excess of $1.4 million as of the date of redemption.

Under the terms of the Repurchase Agreement, the Company purchased the Notes for a cash payment of $300,000 (the “Repurchase Price”). The Repurchase Price is being funded through a combination of available Company funds generated from operations and a short-term advance provided by the Company’s President and Chief Executive Officer. Upon payment of the Repurchase Price, the Notes were deemed fully satisfied, cancelled, and extinguished, and all security interests, liens, guarantees, claims, rights, and obligations relating to the Notes were released and terminated. The redemption resulted in the termination of all conversion rights associated with the Notes, including rights to convert into shares of the Company’s common stock at a conversion price of $0.20 per share.

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, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement

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

The repurchase and retirement of the Notes pursuant to the Repurchase Agreement constitutes a termination of the Company’s obligations under the Notes and related agreements. As a result of the repurchase, all obligations for principal, accrued interest, default interest, conversion rights, and any other rights or claims under the Notes have been discharged in full, and the Company has no further liability with respect to the Notes.

Item 7.01 Regulation FD Disclosure.

On November 18, 2025, QHSLab, Inc. (the “Company”) issued a press release titled “QHSLab (OTCQB:USAQ) Completes Repurchase of Legacy Debt, Enhancing Capital Structure, Strengthening Balance Sheet and Reducing Future Dilution.” 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 to this Current Report on Form 8-K (including the exhibit) 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
10.1		Note Repurchase Agreement, dated November 18, 2025.
99.1		Press Release dated November 18, 2025 – QHSLab, Inc. (OTCQB: USAQ) Completes Repurchase of Legacy Debt, Enhancing Capital Structure, Strengthening Balance Sheet and Reducing Future Dilution
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: November 18, 2025
QHSLab, Inc.
	/s/ Troy Grogan
Name:	Troy Grogan
Title:	CEO and Chairman

FAQ

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

QHSLab, Inc. reported that on November 18, 2025 it consummated a Note Repurchase Agreement to buy back its outstanding defaulted convertible promissory notes, fully satisfying and cancelling these obligations.

How much defaulted debt did QHSLab (USAQ) retire in the note repurchase?

The convertible promissory notes had an aggregate outstanding balance consisting of principal and accrued interest in excess of $1.4 million as of the date of redemption.

What was the cash price QHSLab (USAQ) paid to repurchase the notes?

Under the Note Repurchase Agreement, QHSLab purchased the notes for a cash payment of $300,000, referred to as the Repurchase Price.

How did QHSLab (USAQ) fund the $300,000 repurchase of its notes?

The Repurchase Price is being funded through a combination of available company funds generated from operations and a short-term advance provided by QHSLab’s President and Chief Executive Officer.

What happened to the conversion rights attached to QHSLab’s repurchased notes?

Upon payment of the Repurchase Price, all conversion rights associated with the notes were terminated, including rights to convert into shares of common stock at a conversion price of $0.20 per share.

How does the note repurchase affect QHSLab’s future obligations and balance sheet?

The repurchase resulted in the termination of all obligations for principal, accrued interest, default interest, and related claims under the notes, and QHSLab has no further liability with respect to them, which the company highlighted as enhancing its capital structure and strengthening its balance sheet.

What additional disclosure did QHSLab (USAQ) provide about this transaction?

QHSLab issued a press release titled “QHSLab (OTCQB:USAQ) Completes Repurchase of Legacy Debt, Enhancing Capital Structure, Strengthening Balance Sheet and Reducing Future Dilution,” furnished as Exhibit 99.1.