QHSLab Inc. (USAQ)

[MegaDeath]

FORM 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On March 26, 2021, USA Equities Corp (the “Company”) entered into an Amendment to the Exclusive Distribution Agreement (the “Distribution Agreement”) with MedScience Research Group, Inc., a Florida Corporation (“MedScience”), whereby MedScience granted the Company an exclusive right to distribute its allergy diagnostic and allergen immunotherapy system named AllergiEnd® and related components (the “Products”) for sale to physicians other than allergy specialists. Specifically, to enable the Company to increase its physician network development and marketing efforts and thereby increase revenues to both MedScience and the Company, MedScience agreed to reduce the distribution price to the Company by approximately 20% in return for the Company’s agreement to devote the savings to building out its internal sales force and continue making investments into medical education programs to expand the number of physicians purchasing the products and services provided by MedScience to the Company.

The above description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of such Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 8.01 Other Events

The Company has entered into a Recourse Receivables Purchase & Security Agreement with Porter Capital Corporation whereby Porter will make periodic advances to the Company, initially up to $150,000, against designated receivables sold to Porter and secured by substantially all of the Company’s assets. The Company has already used this facility to initiate sales to a number of new physician clients and expects that the facility will help increase its marketing efforts.

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