LQR House Announces $6.52 Million Registered Direct Offering

Rhea-AI Summary

LQR House (NASDAQ:YHC) announced a registered direct offering of 7,249,972 common shares at $0.90 per share, for gross proceeds of approximately $6.52 million, with closing expected on or about December 19, 2025 subject to customary conditions.

The company said net proceeds will be used to repay certain settlement obligations and related litigation fees, with any remaining funds for working capital and general corporate purposes. A.G.P./Alliance Global Partners is sole placement agent. The offering is being made under an effective Form S-3 registration (File No. 333-282118) and will be disclosed in a prospectus supplement filed with the SEC.

Positive

• Gross proceeds of approximately $6.52 million
• Net proceeds prioritized to repay settlement obligations and litigation fees
• Remaining proceeds allocated to working capital and general corporate purposes

Negative

• Issuance of 7,249,972 shares will dilute existing shareholders
• Offering price of $0.90 may pressure near-term stock valuation
• Proceeds earmarked partly for litigation indicates ongoing legal obligations

Key Figures

Shares offered 7,249,972 shares Common stock in registered direct offering

Offering price $0.90 per share Purchase price in registered direct offering

Gross proceeds $6.52 million Gross proceeds before fees and expenses

Expected closing date December 19, 2025 Anticipated closing of the offering, subject to conditions

Market Reality Check

$0.9383 Last Close

Volume Today’s volume of 80,859 is about 25% of the 20-day average of 328,571, indicating muted pre-news trading interest. low

Technical Shares trade below the 200-day MA of $6.11 and are 99.14% under the 52-week high, but about 23.65% above the 52-week low.

Peers on Argus 1 Up

Peer moves are mixed: SBEV -0.88%, IBG +7.31%, WVVI +2.93%, WVVIP -0.97%, BLNE -3.55%. Momentum scanner only flags SNDL at +4.83%, suggesting this capital raise is stock-specific rather than a coordinated beverages sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Aug 07	Partnership & leadership	Positive	-10.8%	TikTok collaboration and appointment of Yilin Lu as President.
Jul 17	Crypto strategy shift	Neutral	-63.8%	Plans to integrate crypto and allocate treasury to Bitcoin.
Jul 17	Bitcoin mining plans	Neutral	-38.8%	Intent to invest in Bitmain mining equipment for Polaris farms.
Jul 08	Marketing partnership	Positive	+0.5%	Strategic marketing cooperation with Montauk Distilling Co.
Jul 03	Purchase order	Positive	+18.6%	Third purchase order for SWOL Tequila in Ontario market.

Pattern Detected

Recent announcements, including partnerships and strategic shifts, often coincided with sharp negative price reactions, even when news appeared strategically positive or neutral.

Recent Company History

Over the last six months, LQR House reported several strategic developments, including a TikTok collaboration and leadership changes on Aug 7, 2025, crypto-focused initiatives and Bitcoin mining plans on Jul 17, 2025, and marketing partnerships plus new purchase orders in early July. Despite seemingly growth-oriented updates, multiple events, especially those tied to digital assets, saw large single-day declines, while more traditional spirits-related commercial wins produced modest gains. Today’s registered direct equity raise follows this period of frequent financings and strategic repositioning.

Market Pulse Summary

This announcement details a registered direct offering of 7,249,972 shares at $0.90, for gross proceeds of about $6.52 million, earmarked for settlement obligations, litigation costs, and working capital. It follows a year marked by strategic partnerships, crypto-related initiatives, and prior equity financings. Investors may focus on how efficiently these new funds reduce outstanding obligations, support the core spirits ecommerce business, and whether additional capital raises become necessary given ongoing losses highlighted in recent filings.

Key Terms

registered direct offering financial

"purchase and sale of 7,249,972 shares of common stock at a purchase price of $0.90 per share, pursuant to a registered direct offering, resulting"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

securities purchase agreements financial

"announced that it has entered into securities purchase agreements with new and existing investors and certain directors"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

placement agent financial

"A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

prospectus supplement regulatory

"A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

MIAMI BEACH, FLORIDA / ACCESS Newswire / December 18, 2025 / LQR House Inc. (the "Company" or "LQR House") (NASDAQ:YHC), a niche ecommerce platform specializing in the spirits and beverage industry, today announced that it has entered into securities purchase agreements with new and existing investors and certain directors and officers of the Company, for the purchase and sale of 7,249,972 shares of common stock at a purchase price of $0.90 per share, pursuant to a registered direct offering, resulting in gross proceeds of approximately $6.52 million, before deducting placement agent commissions and other offering expenses. The closing of the offering is expected to occur on or about December 19, 2025, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds for the repayment of certain amounts owed in connection with existing settlement obligations, related litigation fees and expenses, with any remaining balance of the next proceeds for working capital and general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-282118) which became effective on September 20, 2024. The offering is made only by means of a prospectus which is part of the effective registration statement. A prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the Securities and Exchange Commission (the "SEC") and will be available on the SEC's website located at http://www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About LQR House Inc.

LQR House intends to become a prominent force in the wine and spirits e-commerce sector, epitomized by its flagship alcohol marketplace, cwspirits.com. This platform seamlessly delivers a diverse range of emerging, premium, and luxury spirits, wines, and champagnes from esteemed retail partners like Country Wine & Spirits. Functioning as a technology-driven hub, LQR House utilizes software, data analytics, and artificial intelligence to elevate consumer experience. CWSpirits.com stands out as the go-to destination for modern, convenience-oriented shoppers, providing a curated selection of alcohol products delivered to homes across the United States. Beyond its role in an e-commerce sector, LQR House is a marketing agency with a specialized focus on the alcohol industry. The Company measures campaign success by directly correlating it with sales on CWSpirits.com, demonstrating a return on investment. Backed by an influential network of around 460 figures in the alcohol space, LQR House strategically drives traffic to CWSpirits.com, enhancing brand visibility. LQR House intends to disrupt the traditional landscape of the alcohol industry, driven by its dedication to providing an unparalleled online purchasing experience and delivering tailored marketing solutions.

Forward-Looking Statements:

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Shareholders can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "potential," "continue" or other similar expressions. Forward-looking statements contained in this press release are made only as of the date of this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in other reports and documents that the Company files from time to time with the SEC. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the headings "Risk Factors". Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in other reports and documents that the Company files from time to time with the SEC. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. References and links to websites have been provided as a convenience, and the information contained on such websites has not been incorporated by reference into this press release.

Investor and Media Contact:
info@lqrhouse.com

SOURCE: LQR House

View the original press release on ACCESS Newswire

FAQ

What is the size and price of LQR House's December 18, 2025 offering (YHC)?

The company is offering 7,249,972 shares at $0.90 per share for gross proceeds of ~$6.52M.

When is the LQR House (YHC) registered direct offering expected to close?

The closing is expected on or about December 19, 2025, subject to customary closing conditions.

How will LQR House (YHC) use the net proceeds from the offering?

Net proceeds will repay certain settlement obligations and related litigation fees, then fund working capital.

Who is the placement agent for LQR House's (YHC) registered direct offering?

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

Where can investors find the prospectus for LQR House's (YHC) registered direct offering?

The prospectus supplement and accompanying prospectus will be filed with the SEC and available at www.sec.gov.