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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): October 16, 2026
LQR HOUSE INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41778 |
|
86-1604197 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
6538 Collins Ave. Suite 344
Miami
Beach, Florida |
|
33141 |
| (Address of principal executive offices) |
|
(Zip Code) |
(786) 389-9771
(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. 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(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
YHC |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into a Material Definitive Agreement.
Resignation and Release Agreement
On October 16, 2026, LQR
House Inc. (the “Company”) entered into a Resignation and Release Agreement (the “Resignation Agreement”)
with Sean Dollinger, pursuant to which Mr. Dollinger resigned from his position as Chief Executive Officer of the Company and from all
other positions held by him as an officer, director, employee, manager, authorized signatory or representative of the Company and its
subsidiaries and affiliates, effective October 16, 2026 (the “Resignation Date”). The Resignation Agreement
also provides for the termination of Mr. Dollinger’s employment agreement, dated March 29, 2023, as amended, effective as of the
Resignation Date.
Pursuant to the Resignation
Agreement, in consideration of Mr. Dollinger’s resignation, release of claims and other obligations thereunder, the Company agreed
to (i) pay Mr. Dollinger a one-time lump-sum cash payment of $500,000 within eight days following the Resignation Date and (ii) transfer
all of the issued and outstanding capital stock of LQR House Acquisition Corp., a Nevada corporation and wholly owned subsidiary of the
Company (“LQR Acquisition”), to an entity designated by Mr. Dollinger, subject to the terms and conditions of
a separate stock purchase agreement. Such cash payment and equity transfer collectively constitute the settlement consideration payable
to Mr. Dollinger under the Resignation Agreement.
The Resignation Agreement
provides for mutual releases of claims between the Company and Mr. Dollinger, subject to certain exceptions and expressly preserved rights
and obligations. The Company also agreed to provide certain indemnification and advancement rights to Mr. Dollinger in connection with
specified matters arising from his service to the Company. The Company further agreed to maintain specified directors’ and officers’
liability insurance coverage for Mr. Dollinger for a period of at least six years following the Resignation Date, subject to the alternatives
provided in the Resignation Agreement.
The Resignation Agreement
also requires the Company to use commercially reasonable efforts to change its legal name to a name that does not include “LQR House”
within 90 days following October 16, 2026.
The foregoing description
of the Resignation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Resignation
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Stock Purchase Agreement
On October 16, 2026, in connection
with the Resignation Agreement, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”)
with Boston Crest PVT LTD, an Indian company owned and controlled by Kumar Abhishek, the Company’s outgoing Chief Financial Officer (the “Purchaser”), and Mr.
Dollinger, pursuant to which the Company agreed to sell, transfer and assign to the Purchaser all of the issued and outstanding capital
stock of LQR Acquisition (the “Equity Transfer Transaction”). LQR Acquisition’s primary operations relate
to the cwspirits.com website.
The Equity Transfer Transaction
constitutes a portion of the settlement consideration payable to Mr. Dollinger under the Resignation Agreement, and no separate cash purchase
price is payable by the Purchaser under the Stock Purchase Agreement.
The closing of the Equity
Transfer Transaction is subject to customary closing conditions, including the accuracy of the Company’s representations and warranties,
compliance with applicable covenants, and receipt of required approvals, consents and authorizations. The Stock Purchase Agreement provides
that the closing shall occur no later than 60 days following the Resignation Date, subject to the terms and provisions of the Stock Purchase
Agreement.
Pursuant to the Stock Purchase
Agreement, the Purchaser agreed to fulfill certain contracts entered into by the Company directly related to the operation of the website
cwspirits.com, including contracts and ordinary-course expenses associated with marketing, sales, fulfillment and revenue generation through
such website. The Purchaser also agreed to indemnify the Company and its affiliates against liabilities relating to such contracts, and
Mr. Dollinger agreed to undertake certain obligations in connection with the Purchaser’s performance thereof.
The Stock Purchase Agreement
contains customary representations, warranties, covenants, releases and indemnification provisions, including certain limitations on liability.
The foregoing description
of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Stock Purchase Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Executive Officer
Effective October 16, 2026,
Mr. Sean Dollinger resigned as Chief Executive Officer of the Company and from all other positions held by him as an officer, director,
employee, manager, authorized signatory or representative of the Company and its subsidiaries and affiliates.
In connection with his resignation,
the Company and Mr. Dollinger entered into the Resignation Agreement described in Item 1.01 of this Current Report on Form 8-K, which
description is incorporated herein by reference.
Resignation of Chief Financial Officer
On October 16, 2026, Mr. Kumar
Abhishek resigned from the position of Chief Financial Officer of the Company and from all other positions held by him as an officer,
director, employee, manager, authorized signatory or representative of the Company and its subsidiaries and affiliates, effective immediately.
Mr. Kumar’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies, or practices.
Appointment of Chief Executive Officer
On October 16, 2026, the Board
of Directors (the “Board”) of the Company appointed Mr. Lihong “Leo” Chen as Chief Executive Officer
of the Company, effective immediately.
Mr. Chen is an
experienced finance and business executive with over 10 years of experience in corporate management, financial operations, capital
markets, and strategic planning. From May 2022 to August 2026, Mr. Chen served as Chairman of Shenzhen Jincheng Confidentiality Technology
Co., Ltd., where he oversaw the company's strategic development, financial management, capital investments, and business
operations. From May 2016 to May 2022, Mr. Chen served as General Manager of the Financing Department at Beijing Energy
International Holdings Co., Ltd., where he led the company's financing operations, treasury management, budgeting, and financial
controls. During his tenure, he managed financing activities for 21 power station projects totaling over $1 billion
and oversaw various debt financing transactions, including the issuance of medium-term notes, private placement bonds, and corporate
bonds. Mr. Chen holds a Bachelor of Management degree in Financial Management from Guangdong University of Finance and Economics and
a Master of Economics degree from the University of Sydney.
Mr. Chen brings to the Company
extensive experience in financial management, corporate strategy, capital markets, and business development, including expertise in structuring
financing transactions, managing financial operations, and overseeing corporate investments.
The selection of Mr. Chen
to serve as Chief Executive Officer of the Company was not pursuant to any arrangement or understanding with any other person. There are
no family relationships between Mr. Chen and any director or executive officer of the Company, and there are no transactions between Mr.
Chen and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
As of the date of this filing,
no employment agreement or compensatory arrangement has been entered into between the Company and Mr. Chen. The Company expects to enter
into an employment agreement with Mr. Chen, the material terms of which will be disclosed when finalized.
Appointment of Chief Financial Officer
On October 16, 2026, the Board
appointed Mr. Kit Yan “Mark” Lau as Chief Financial Officer of the Company, effective immediately.
Mr. Lau is an
experienced finance and accounting executive with a background in financial management, corporate governance, accounting and
regulatory compliance. Mr. Lau is a licensed accountant and has served in various financial leadership positions, including as Chief
Financial Officer and Finance Manager of several companies, some of which are listed on the Hong Kong Stock Exchange. Mr. Lau is a
member of the Chartered Institute for Securities & Investment and the Institute of Public Accountants (Australia). He is also a
Certified ESG Planner and an Associate Member of The Hong Kong Chartered Governance Institute. Mr. Lau holds degrees in accounting
from Hong Kong Baptist University and the University of South Australia.
Mr. Lau brings to the Company
experience in financial reporting, accounting, corporate governance and financial management, including experience serving in financial
leadership roles at publicly listed companies.
The selection of Mr. Lau to
serve as Chief Financial Officer of the Company was not pursuant to any arrangement or understanding with any other person. There are
no family relationships between Mr. Lau and any director or executive officer of the Company, and there are no transactions between Mr.
Lau and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
As of the date of this filing,
no employment agreement or compensatory arrangement has been entered into between the Company and Mr. Lau. The Company expects to enter
into an employment agreement with Mr. Lau, the material terms of which will be disclosed when finalized.
Item 7.01 Regulation FD Disclosure.
On October 16, 2026, the Company
issued a press release announcing the resignation of Mr. Dollinger as Chief Executive Officer of the Company and the appointment of Mr.
Chen as the Company’s new Chief Executive Officer. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current
Report on Form 8-K.
The information contained
in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are
furnished with this Form 8-K:
| Exhibit No. |
|
Description |
| 10.1* |
|
Resignation and Release Agreement, dated October 16, 2026, by and between LQR House Inc. and Sean Dollinger |
| 10.2 |
|
Stock Purchase Agreement, dated October 16, 2026, by and among LQR House Inc., Boston Crest PVT LTD and Sean Dollinger. |
| 99.1 |
|
Press Release, dated October 16, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Portions
of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K |
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.
| |
LQR HOUSE INC. |
| |
|
|
| Dated: October 16, 2026 |
By: |
/s/ Lihong “Leo” Chen |
| |
Name: |
Lihong “Leo” Chen |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
LQR House Inc. Announces CEO Transition
Sean Dollinger Steps Down as Chief Executive
Officer
Leo Chen Named CEO
MIAMI BEACH, FL, Oct. 16, 2026 (ACCESSWIRE) -- LQR House Inc. (the “Company”, “LQR House” or “LQR”) (NASDAQ:YHC) today announced
that Sean Dollinger has stepped down as Chief Executive Officer, effective October 16, 2026. Leo Chen will become Chief Executive
Officer, effective immediately.
This change follows LQR’s strategic pivot
toward its New Zealand-based acquisition, Fusion Five Continents Securities, alongside several other initiatives, including a technology
agreement with ByteDance. Mr. Dollinger believes the Company will be better served by a Chief Executive Officer with the operational background
for this new direction. In connection with Mr. Dollinger’s departure from LQR House, the online spirits business will be transferred
to a company owned by Kumar Abhishek, the outgoing CFO of LQR House.
Mr. Chen has over 10 years of executive management
experience in large enterprises and diversified conglomerates. He is the former Chairman of Shenzhen Jincheng Confidentiality Technology
Co., Ltd., and served as the General Manager of the Finance Department of Beijing Energy International Holdings Co., Ltd. He has a master’s
degree in Economics from the University of Sydney, as well as a bachelor’s in Business Management, with a concentration in Financial
Management. As CEO, Mr. Chen will oversee day-to-day operations and the continued execution of LQR's strategy.
As founder and Chief Executive Officer, Mr. Dollinger
led LQR House from inception through its August 2023 initial public offering on NASDAQ and into a period of sustained capital formation
and strategic expansion.
"I founded LQR House to build a spirits e-commerce
and marketing company, and taking it to NASDAQ with the LQR team is something I will always be proud of," said Mr. Dollinger. "Together
with the Board, we have charted a new direction for the company, centered on Fusion Five Continents Securities in New Zealand and AI compute
for quantitative research under an agreement with ByteDance. That direction calls for a CEO whose experience is closely aligned with those
areas. Stepping aside now is the right decision for me and for the company. I will continue to work on the spirits e-commerce and marketing
company outside the public capital markets, while also turning my attention to new projects in Artificial Intelligence, and I will support
Leo and the Board through the transition."
"On behalf of the Board, I want to thank
Sean for founding LQR House and taking it public," said Mr. Lijun Chen (no relation to Leo Chen), Non Executive Chairman and Director
of LQR House. "During his tenure, Sean led the company through significant capital raises and strategic transactions, and he made
this current decision with LQR's next phase in mind. We look forward to his continued support during the transition."
Mr. Chen added, "Leo’s strong finance
background and years of executive experience will serve the company well as we develop Fusion Five Continents Securities into a truly
AI-enabled brokerage platform, integrating financial research, portfolio analytics, and investment execution. The Board is confident in
Leo’s ability as CEO to drive LQR's next phase. I look forward to working closely with him and the senior leadership team to execute
on our strategy."
About LQR House Inc.
LQR House has transitioned from the wine and spirits
e-commerce sector to operating as a cross-border securities trading intermediary. Through its subsidiary Fusion Five Continents Securities,
LQR House provides clients with access to U.S. and Hong Kong equity markets through an integrated operational framework that offers AI-driven
research, quantitative analytics, and automated portfolio optimization. Distinguishing it from most financial intermediaries targeting
Asian investors, Fusion Five is able to accept USDT deposits as a funding mechanism for securities trading, with settlement facilitated
by a licensed trust company, subject to applicable regulatory requirements. Fusion Five has assembled an experienced technology team with
credentials from Oxford, Stockholm University, and Tsinghua University, combining expertise in quantitative finance, AI, and behavioral
data science. Fusion Five is deploying AI-driven capabilities across its operations to drive efficiency and enhance the client experience,
while advancing its vision of an AI-enabled brokerage platform integrating financial research, portfolio analytics, and investment execution.
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. Stockholders 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 most recent Annual Report on Form 10-K, and in other reports and documents that the Company files
from time to time with the United States Securities and Exchange Commission (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 most recent Annual Report on Form 10-K, 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
