QHSLab, Inc. 8-K

What Happened

• QHSLab, Inc. (USAQ) announced it consummated a Note Repurchase Agreement with MedScience Research Group, Inc., repurchasing, cancelling and extinguishing a promissory note originally dated June 23, 2021 (original principal $750,000).
• As of December 31, 2025 the outstanding principal and accrued interest on the note totaled $470,529. In exchange, QHSLab issued 1,568,432 shares of common stock (par value $0.0001) as directed by MedScience, after which the note was fully satisfied and cancelled.
• The company disclosed that its CEO is a minority shareholder of MedScience and provides compensated services to MedScience; the CEO did not receive any personal distribution or other consideration in this transaction.

Key Details

• Original note dated: June 23, 2021 (original principal $750,000).
• Outstanding balance repurchased: $470,529 (principal + accrued interest as of 12/31/2025).
• Consideration issued: 1,568,432 shares of common stock (par value $0.0001).
• Repurchase Agreement dated/consummated: December 31, 2025; note fully extinguished upon issuance of shares.

Why It Matters

• This transaction removes a $470,529 debt obligation (a related‑party liability) from QHSLab’s books and increases the company’s outstanding common shares by 1,568,432.
• Management says the move simplifies the company’s capital structure and improves clarity of its balance sheet and financial reporting going forward. Investors should note the tradeoff: lower debt/liabilities but a larger share count (potential dilution).
• Investors should watch upcoming filings (including the company’s Form 10‑K) for the Repurchase Agreement exhibit and the precise impact on outstanding shares and financial statements.