USAQ QHSLab Inc (QB)

 

 

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 16, 2024

 

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

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On December 16, 2024, QHSLab, Inc. (the “Company”), sent a letter to its shareholders, a copy of which is attached as Exhibit 99.1.

 

The information in 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, or otherwise subject to the liabilities of that section. 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.

 

By filing this Current Report on Form 8-K and furnishing the information contained herein, we make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. 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/admin/), 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		Letter to shareholders dated December 16, 2024
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 16, 2024
QHSLab, Inc.
	/s/ Troy Grogan
Name:	Troy Grogan
Title:	CEO and Chairman

 

 

Exhibit 99.1

 

 

QHSLab, Inc.
Empowering Physicians, Transforming Healthcare
December 16, 2024

 

Dear Shareholders,

 

In light of recent inquiries from interested potential investors, I wanted to address some important questions about our business model and revenue generation and provide you with the responses given to these individuals. These inquiries highlight the growing interest in QHSLab’s potential, and I thought it would be valuable to share my response with you, our valued shareholders.

 

At QHSLab, our mission is to empower independent physicians with innovative tools that improve patient care while creating new revenue opportunities for their practices. Our business model is straightforward, scalable, and highly profitable. Here’s how we generate revenue:

 

	1.	Allergy Diagnostic Kits: We sell allergy test kits to physicians for ~$100 per test. If an average doctor performs 10 tests a month, this generates $1,000 per month, or $12,000 annually, for QHSLab.
	2.	Immunotherapy Treatment Sales: Our immunotherapy solutions cost ~$500 per patient per year. If a physician prescribes these treatments to 20 patients, QHSLab earns an additional $10,000 annually per doctor.
	3.	Integrated Service Program (Innovative Patient Centered Healthcare Technologies): These digital medicine tools and services range from $20 to $40 per patient. If a doctor uses them for 50 patients a month, QHSLab earns between $12,000 and $24,000 annually per practice.
	4.	Clinical Study Revenue: QHSLab is leveraging partnerships and grant opportunities to drive additional revenue streams:

 

	●	Global Consumer Health Grant: Securing funding to support innovative research and development initiatives tied to global healthcare needs.
	●	South Dakota and NSF STTR Grant: Collaborating with South Dakota institutions to pursue National Science Foundation (NSF) Small Business Technology Transfer (STTR) grant funding in 2025. These grants will support clinical studies and product validation efforts, further enhancing QHSLab’s market positioning and revenue potential.

 

5.

Branded QHS Behavioral Healthcare Centers. Set to launch by Q2 2025, QHSLab is collaborating with local mental health providers through a co-branded licensing venture. This initiative aims to establish a seamless, continuous care delivery system for patients identified during routine primary care visits by the QHSLab platform as requiring specialized behavioral health interventions, ensuring timely and effective access to the support they need. License fees will be generated an reported separately in our quarterly filings.

 

 

Altogether, a single healthcare provider using our full suite of digital medicine tools and allergy products and services can easily generate $30-50k annually for QHSLab. When scaled across just 250-300 active physicians/providers, this translates to over $10 million in annual revenue for our company.

 

What’s even more compelling is our ability to achieve this revenue with gross profit margins of >65%, ensuring not only robust revenue growth but also compounding profitability.

 

Additionally, I recently had the opportunity to share more updates and insights in a video interview. I encourage you to watch the full discussion https://youtu.be/0wYl8Ds_3Ig to hear directly from me about the exciting progress we’re making and our vision for the future.

 

Also, please view Dr. Marcos Sanchez-Gonzales, VP of Medical and Scientific Affairs recent interview https://youtu.be/JegJ8Ktq6f4.

 

This simple yet powerful business model positions QHSLab to scale and create significant long-term value for our shareholders. It’s exciting to see interest in our company growing, and I remain confident that our innovative solutions will continue to drive positive results for patients, physicians, and investors alike.

 

As for the dialogue with potential investors, what follows is a summary of some of the points made during our discussions.

 

Acknowledging the Opportunity and the Challenges

 

Questions regarding QHSLab’s growth trajectory and why we haven’t scaled faster, given our seemingly straightforward business model, are valid and deserve a direct and transparent response.

 

QHSLab’s foundation is indeed built on a scalable and high-margin model that aligns with market needs and physician priorities. However, the past three years have presented significant challenges that have shaped our current position.

 

1. Development Timeline and Market Entry

 

The last three years have been a period of rigorous development and testing for QHSLab. Launching innovative medical devices and digital health tools involves navigating complex dynamic landscapes, ensuring clinical efficacy, and building trust with end-users—independent physicians and other healthcare providers.

 

	●	Product-Market Acceptance Hurdles: As a company operating in the medical device and technology space, achieving strong product-market fit has been a process of iterative progress—two steps forward, one step back. Gaining the confidence of physicians and their patients requires building trust in our innovative solutions and demonstrating tangible value in clinical and operational settings. This deliberate and careful approach, while time-intensive, has been critical to ensuring widespread adoption, platform stability, long-term customer loyalty, and market credibility.
	●	Clinical Validation: Ensuring our tools meet the clinical and operational needs of physicians required extensive pilot studies, feedback loops, and iterative improvements. This groundwork ensures we deliver reliable products that integrate seamlessly into medical practices.

 

2. Mercer Debt Overhang and Capital Constraints

 

One of the largest obstacles to faster growth has been the overhang from the Mercer convertible debt. While a necessity to support the Company’s foundation and Mercer’s patience. This financial burden has limited our ability to raise the capital to assertively invest in scaling operations, including expanding our sales team and enhancing market penetration. The Company has paid $215,000 out of cashflow this past seven months to Mercer’s debt.

 

	●	Impact on Cash Flow: With no free cash during this period, we were forced to operate conservatively, focusing on steady development rather than rapid scaling. During this time, however, the company has adopted operational and management strategies that have improved efficiencies, positioning us for sustainable growth in the future.
	●	Missed Opportunities: While our solutions were ready to capture more market share, the lack of available capital restricted our ability to engage more practices, invest in marketing, and onboard additional sales representatives.

 

 

3. Current Readiness and Path Forward

 

Despite these challenges, QHSLab is now in a stronger position to execute its growth strategy in 2025:

 

	●	Products Ready for Scale: Past development work has provided a suite of proven, market-ready products, including allergy test kits, immunotherapy solutions, digital health assessments and services and the new clinical study grant opportunities. QHSLab allergy services and digital tools align with medical reimbursement frameworks (CPT codes) and offer predictable revenue streams for our medical practice clients.
	●	Immediate Revenue Opportunities: We have identified and are actively targeting a medium-term addressable market of 250–300 ideal practices through our direct sales and marketing efforts. This market has the potential to generate $10 million in annual revenue, assuming full adoption of our offerings.
	●	Capital Investment Impact: With the capital infusion sought, we plan to:

 

	○	Eliminate the Mercer debt, freeing up resources for reinvestment.
	○	Expand our sales force initially by five directed representatives, strategically located in high-potential regions (TX, GA, NY, and opportunistic additional sales and distribution channels during the normal course of business).
	○	Accelerate our go-to-market activities for new digital services launching in January 2025.

 

4. Addressing the Elephant in the Room We recognize that the pace of growth over the past three years has been slower than ideal. This is a direct result of prioritizing sustainable product development, overcoming product-market hurdles in changing the behavior of our target customer—the independent medical practice—and operating without the benefit of positive cash flow or significant external funding. However, during this time, we have added significant value by building a robust network of practices actively using our services, laying a strong foundation for future growth and scalability.

 

Now, with the foundation firmly established, QHSLab is positioned to shift gears:

 

	●	The next phase is about execution. The groundwork has been laid, and the barriers that previously slowed us down—product readiness, product-market fit, and financial overhang—are being addressed.
	●	This is a pivot point. With the right capital and structure, we can grow faster, execute on our 2025 roadmap, and capitalize on the significant market opportunity at hand.

 

Thank you for your continued support as we work toward a stronger, healthier future for everyone.

 

Warm regards,

 

Troy Grogan
President & CEO
QHSLab, Inc.

 

Final Thoughts

 

Your skepticism is understood and appreciated, as it reflects the diligence investors apply to every investment. We invite you to continue this dialogue and consider the opportunity. Together, we can enable QHSLab to achieve the scale and impact its innovative solutions are designed for.

 

Forward-Looking Statements

 

Certain matters discussed above are ‘forward-looking statements’ intended to qualify for safe harbor from liability pursuant to the Private Securities Litigation Reform Act of 1995. Statements regarding industry trends, future revenues and products, and potential future results are forward-looking statements which are subject to numerous risks and uncertainties not within the Company’s control and actual results could be materially different from those expressed in or implied above. We recommend that you review our filings with the Securities and Exchange Commission for more detailed information regarding our Company.

 

v3.24.4

Cover	Dec. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 16, 2024
Entity File Number	0-19041
Entity Registrant Name	QHSLab, Inc.
Entity Central Index Key	0000856984
Entity Tax Identification Number	30-1104301
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	901 Northpoint Parkway
Entity Address, Address Line Two	Suite 302
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33407
City Area Code	(929)
Local Phone Number	379-6503
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	USAQ

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