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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): February 24, 2026
HOUR
LOOP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41204 |
|
47-2869399 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
8201
164th Ave NE #200, Redmond, WA 98052-7615
(Address
of principal executive offices)
(206)
385-0488 ext. 100
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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.)
| ☐ |
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(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
HOUR |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Addendum
No. 6 to Lai Employment Agreement
On
February 24, 2026, Hour Loop, Inc. (the “Company”) entered into Addendum No. 6 (the “Lai Addendum”)
to Executive Employment Agreement, as amended, with Sam Lai (the “Lai Agreement”), the Company’s Chairman of the Board,
Chief Executive Officer, interim Chief Financial Officer, and majority stockholder. Pursuant to the terms of the Lai Addendum, Mr. Lai’s
bonus targets and payments were set as follows:
| |
● |
If
the Company grows its net profits (excluding taxes and executives’ bonuses) to at least $750,000 during the 2026 fiscal year,
Mr. Lai will receive a bonus equal to 50% of Base Salary (as defined in the Lai Agreement). |
| |
● |
If
the Company grows its net profits (excluding taxes and executives’ bonuses) to at least $1,500,000 during the 2026 fiscal year,
Mr. Lai will receive a bonus equal to 100% of Base Salary. |
The
satisfaction of the above conditions will be determined at the end of the 2026 fiscal year. For the avoidance of doubt, only one of the
above bonus amounts, if at all, will be payable.
In
addition, pursuant to the terms of the Lai Addendum, Mr. Lai is entitled to receive a guaranteed bonus of $100,000 on December 22, 2026.
Addendum
No. 6 to Yu Employment Agreement
Also
on February 24, 2026, the Company entered into Addendum No. 6 (the “Yu Addendum”) to Executive Employment Agreement,
as amended, with Sau Kuen (Maggie) Yu (the “Yu Agreement”), the Company’s Senior Vice President, Director and majority
stockholder. Pursuant to the terms of the Yu Addendum, Ms. Yu’s bonus targets and payments were set as follows:
| |
● |
If
the Company acquires at least 100 new vendors during the 2026 fiscal year, Ms. Yu will receive a bonus equal to 50% of Base Salary. |
| |
● |
If
the Company acquires at least 135 new vendors during the 2026 fiscal year, Ms. Yu will receive a bonus equal to 100% of her Base
Salary. |
The
satisfaction of the above conditions will be determined at the end of the 2026 fiscal year. For the avoidance of doubt, only one of the
above bonus amounts, if at all, will be payable.
In
addition, pursuant to the terms of the Yu Addendum, Ms. Yu is entitled to receive a guaranteed bonus of $100,000 on December 22, 2026.
Mr.
Lai and Ms. Yu are husband and wife, and together, they beneficially own 33,356,942 shares of the Company’s common stock, representing
approximately 94.8% of the voting power of the Company’s outstanding common stock, with each of Mr. Lai and Ms. Yu beneficially
holding 33,356,942 shares of the Company’s common stock, as each of them is deemed to indirectly beneficially own the other’s
16,678,471 shares.
The
foregoing description of the Lai Addendum and the Yu Addendum is qualified in its entirety by reference to the complete terms and conditions
of the Lai Addendum and the Yu Addendum, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on
Form 8-K, and is incorporated by reference into this Item 5.02.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Addendum
No. 6 to Executive Employment Agreement, dated as of February 24, 2026, between the registrant and Sam Lai. |
| 10.2 |
|
Addendum
No. 6 to Executive Employment Agreement, dated as of February 24, 2026, between the registrant and Sau Kuen Yu. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
HOUR
LOOP, INC. |
| |
|
|
| Dated:
February 25, 2026 |
By: |
/s/
Sam Lai |
| |
Name: |
Sam
Lai |
| |
Title: |
Chief
Executive Officer and Interim Chief Financial Officer |
