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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 31, 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 31, 2025, QHSLab, Inc., (the Company), entered into a Promissory Note Modification and Partial Conversion Agreement (the Modification
Agreement) with Alex Mirakian MD PA (the Holder), in connection with a previously issued convertible promissory note dated May 7, 2021
(the Original Note).
On
May 7, 2021, the Company issued a convertible promissory
note to the Holder in the original principal amount of $100,000, bearing interest at ten percent (10%) per annum, with a stated
maturity date of December 31, 2025. As of December 31, 2025, the outstanding balance of the Original Note, including accrued interest,
was $146,548.
Under
the terms of the Modification Agreement, the Holder converted $126,548 of the outstanding principal and accrued interest into
shares of the Company’s common stock, par value $0.0001 per share, at a conversion price of $0.30 per share. As a result of the
conversion, the Company issued an aggregate of 421,827 shares of its common stock to the Holder.
Following
the partial conversion, a balance of $20,000 remains outstanding under the Original Note. The Company and the Holder agreed to
extend the maturity date of the remaining balance to December 31, 2026. The remaining balance continues to be subject to the
original conversion provisions of the note, which provide for conversion at the option of the Holder at a price equal to the greater
of (i) a twenty-five percent (25%) discount to the fifteen-day average market price of the Company’s common stock immediately
preceding conversion or (ii) $0.50 per share. The Company also retains the right to prepay the remaining balance, in whole or in
part, at any time prior to the extended maturity date without penalty.
The
conversion shares were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended,
and Rule 506 of Regulation D promulgated thereunder.
The
foregoing description of the Modification Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Promissory Note Modification and Partial Conversion Agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
In
connection with the partial conversion of indebtedness described above, on December 31, 2025, the Company issued 421,827 shares of its
common stock to Alex Mirakian MD PA in exchange for the conversion of $126,548 of principal and accrued interest under the Original Note.
The shares were issued at an effective price of $0.30 per share.
The
shares were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2)
and Rule 506 of Regulation D thereunder. The securities issued are restricted securities and were issued without registration under the
Securities Act.
No
underwriters were involved in the transaction, and no commissions or finder’s fees were paid.
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 |
|
Promissory Note Modification and Partial Conversion 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 2, 2026 |
|
| |
|
|
| QHSLab,
Inc. |
|
| |
|
|
| |
/s/
Troy Grogan |
|
| Name: |
Troy
Grogan |
|
| Title: |
CEO
and Chairman |
|
