QHSLab, Inc. 8-K

What Happened

• QHSLab, Inc. (filed 8-K on Jan 2, 2026) announced on December 31, 2025 that it entered into a Promissory Note Modification and Partial Conversion Agreement with Alex Mirakian MD PA related to a convertible promissory note dated May 7, 2021.
• The Original Note had an original principal of $100,000, 10% annual interest, and a maturity date of December 31, 2025. As of December 31, 2025 the outstanding balance including accrued interest was $146,548. Under the Modification Agreement the Holder converted $126,548 of that balance into common stock at $0.30 per share, resulting in issuance of 421,827 shares. The remaining $20,000 balance was extended to a new maturity date of December 31, 2026.

Key Details

• Original note date: May 7, 2021; original principal $100,000; interest 10% per annum; original maturity Dec 31, 2025.
• Outstanding as of Dec 31, 2025: $146,548; converted portion: $126,548 into 421,827 shares at $0.30/share.
• Remaining balance: $20,000, extended to Dec 31, 2026; remains convertible at Holder’s option at the greater of (i) a 25% discount to the 15-day average market price immediately before conversion or (ii) $0.50 per share.
• Company may prepay the remaining balance (in whole or part) any time before the extended maturity without penalty. Conversion shares were issued using exemptions from registration (Section 4(a)(2) and Rule 506 of Reg D). The full agreement is filed as Exhibit 10.1.

Why It Matters

• The transaction reduced the company’s debt by $126,548 through conversion into 421,827 new common shares, lowering short-term cash obligations while increasing common shares outstanding (possible dilution).
• A $20,000 balance remains as debt but with an extended maturity and conversion mechanics that could affect future dilution or cash requirements depending on whether the Holder converts or the company prepays.
• Retail investors should note the issuance was unregistered (private placement exemptions) and review the company’s outstanding share count and future filings for the exact dilution impact and any further related financings.